SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ----------- FORM 10-K FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 OR [_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _____________ Commission file Number 0-12220 THE FIRST OF LONG ISLAND CORPORATION (Exact Name Of Registrant As Specified In Its Charter) New York 11-2672906 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 10 Glen Head Road, Glen Head, NY 11545 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (516) 671-4900 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered None N/A Securities registered pursuant to Section 12(g) of the Act: Common Stock, $.10 par value per share (Title of class) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirement for the past 90 days. Yes [X] No [_] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] [Cover page 1 of 2 pages] The aggregate market value of the Corporation's voting stock (based on the price at which the stock was last sold on March 12, 2002) held by non-affiliates was $90,595,686 (excludes $15,369,746 representing the market value of common stock beneficially owned by directors and executive officers of the Registrant). Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Class Outstanding March 12, 2002 Common Stock, $.10 par value 2,788,564 DOCUMENTS INCORPORATED BY REFERENCE Portions of the Corporation's Annual Report to shareholders for the fiscal year ended December 31, 2001 are incorporated by reference into Parts II and IV. Portions of the Registrant's Proxy Statement for the Annual Meeting of Stockholders to be held April 16, 2002 are incorporated by reference into Part III. [Cover page 2 of 2 pages] PART I ITEM 1. BUSINESS General The First of Long Island Corporation (the "Registrant" or the "Corporation"), a one-bank holding Company, was incorporated on February 7, 1984 for the purpose of providing financial services through its wholly-owned subsidiary, The First National Bank of Long Island (the "Bank"). The Bank was organized in 1927 as a national banking association under the laws of the United States of America and was known as the First National Bank of Glen Head through June 30, 1978. The Bank has an Investment Division and has conducted a limited amount of insurance business through The First of Long Island Agency, Inc. (the "Agency"), a wholly-owned subsidiary. The Bank serves the financial needs of privately owned businesses, professionals, consumers, public bodies, and other organizations primarily in Nassau and Suffolk Counties, Long Island. The principal business of the Bank has historically consisted of attracting business and consumer checking, money market and savings deposits and investing those funds in investment securities, commercial and residential mortgage loans, commercial loans, and home equity loans and lines. The Corporation's loan portfolio is primarily comprised of loans to borrowers in Nassau and Suffolk Counties and real estate loans are principally secured by properties located in these Counties. The Bank's investment securities portfolio is comprised of U.S. Treasury securities, U.S. government agency securities (principally modified pass-through, mortgage-backed securities of Federal agencies), collateralized mortgage obligations, state and municipal securities, corporate bonds and commercial paper. The Bank also regularly sells federal funds on an overnight basis to a number of banking institutions. The Bank offers a variety of deposit products having a wide range of interest rates and terms. The principal products include checking accounts, money market type accounts, savings accounts, escrow service and IOLA (interest on lawyer) accounts, and time deposit accounts. In addition to its loan and deposit products, the Bank offers other services to its customers including the following: o ATM Banking o Payroll Services o Bank by Mail o Safe Deposit Boxes o Bill Payment Using PC or Telephone Banking o Securities Transactions o Collection Services o Signature Guarantee Services o Counter Checks and Certified Checks o Telephone Banking o Drive-Through Banking o Travelers Checks o Gift Checks and Personal Money Orders o Trust and Investment Management Services o Internet PC Banking For Personal and Commercial Customers o U.S. Savings Bonds o Merchant Credit Card Depository Services o Wire Transfers and Foreign Cables o Night Depository Services o Withholding Tax Depository Services The Investment Division provides investment management, pension trust, personal trust, estate, and custody services. The Agency is a licensed insurance agency which was organized in 1994 under the laws of the State of New York and has primarily engaged in the sale of fixed rate annuity products. In 2001, the Bank opened one new commercial banking office which is located in Deer Park, Long Island. In January 2002, the Bank closed its Cross Island Plaza office after fifteen months of operation because the available business opportunities were less than anticipated. In the coming years, the Bank will continue to search for favorable locations at which to establish new branches, with continued emphasis on the commercial banking unit type. In addition to the new branch office discussed above, the Bank has a main office located in Huntington, New York, eight other full service offices (Glen Head, Greenvale, Locust Valley, Northport, Old Brookville, Rockville Centre, Roslyn Heights, Woodbury) and eleven commercial banking offices (Allen Boulevard, Bohemia, Garden City, Great Neck, Hauppauge, Hicksville, Lake Success, Mineola, New Highway, New Hyde Park, Valley Stream), all of which are in Nassau and Suffolk Counties. The Bank's revenues are derived principally from interest on loans, interest on investment securities, service charges and fees on deposit accounts, and income from trust and investment management services. The Bank did not commence, abandon, or significantly change any of its lines of business during 2001. 1 The Bank encounters substantial competition in its banking business from numerous other banking corporations which have offices located in the communities served by the Bank. Principal competitors are branches of large banks, such as Citibank, J.P. Morgan Chase & Co., Bank of New York, and Fleet NA, and various Long Island based banks. Lending Activities General. The Bank's loan portfolio is primarily comprised of loans to small and medium-sized privately owned businesses, professionals, and consumers in Nassau and Suffolk Counties. The Bank offers a full range of lending services including construction loans, commercial and residential mortgage loans, home equity loans and lines, commercial loans, consumer loans, and commercial and standby letters of credit. Commercial loans include, among other things, short-term business loans; term and installment loans; revolving credit term loans; and loans secured by marketable securities, the cash surrender value of life insurance policies, or deposit accounts. Consumer loans include, among other things, auto loans, unsecured home improvement loans, secured and unsecured personal loans, overdraft checking lines, and VISA(R) credit cards. The Bank makes both fixed and variable rate loans. Variable rate loans are tied to and reprice with changes in the Bank's prime interest rate, The Wall Street Journal prime interest rate, U.S. Treasury rates, or the Federal Home Loan Bank of New York regular fixed advance rate. Commercial mortgage loans are made with terms usually not in excess of fifteen years, while the maximum term on residential mortgage loans is thirty years. Commercial and consumer loans generally mature within five years. The Bank's current practice is to usually lend no more than 75% of appraised value on residential mortgage loans, 65% on home equity lines and 70% on commercial mortgage loans. The risks inherent in the Bank's loan portfolio primarily stem from the following factors relating to borrower size, geographic concentration, and environmental contamination: first, loans to small and medium-sized businesses sometimes involve a higher degree of risk than those to larger companies because such businesses may have shorter operating histories and higher debt-to-equity ratios than larger companies and may lack sophistication in internal record keeping and financial and operational controls; second, the ability of many of the Bank's borrowers to repay their loans can be dependent on the strength of the local economy; and finally, if it becomes necessary to foreclose a loan secured by real estate, the ability of the Bank to fully realize its investment is dependent on, among other things, the strength of the Long Island real estate market and the condition of the property including the absence of environmental contamination. The Bank does not have any significant industry concentrations or any foreign loans. Except home equity products, loans from $300,000 to $750,000 require the approval of the Management Loan Committee (home equity loans and lines have more stringent approval requirements). All loans in excess of $750,000 require the approval of the Management Loan Committee and two members of the Board Loan Committee, one of whom must be a non-management director. The Bank's lending is subject to written underwriting standards and loan origination procedures, as approved by the Bank's Board of Directors and contained in the Bank's loan policies. The Bank's loan policies allow for exceptions and set forth the specific approvals required. Decisions on loan applications are based on, among other things, the borrower's credit history, the financial strength of the borrower, estimates of the borrower's ability to repay the loan, and the value of the collateral, if any. All real estate appraisals must meet the requirements of the Financial Institutions Reform, Recovery and Enforcement Act of 1989. Portfolio Composition and Selected Loan Maturity Information. The composition of the Bank's loan portfolio and maturity and rate information for the Bank's commercial and industrial loans can be found in "Note C - Loans" to the Corporation's consolidated financial statements which have been incorporated by reference into "Item 8. Financial Statements and Supplemental Data" of this Form 10-K. Commercial Loans. The Bank makes commercial loans on a demand basis, short-term basis, or installment basis. Short-term business loans are generally due and payable within one year and should be self liquidating during the normal course of the borrower's business cycle. Term and installment loans are usually due and payable within five years. Generally, it is the policy of the Bank to obtain personal guarantees of principal owners on loans made to privately-owned businesses. Real Estate Mortgage and Home Equity Loans and Lines. The Bank makes residential and commercial mortgage loans and home equity loans and establishes home equity lines of credit. Applicants for residential mortgage loans and home equity loans and lines will be considered for approval provided they have satisfactory credit history and the Bank believes that there is sufficient monthly income to service both the loan or line applied for and existing debt. Applicants for commercial mortgage loans will be considered for approval provided they, as well as any guarantors, generally have satisfactory credit history and can demonstrate, through financial statements and otherwise, the ability to repay. If the source of repayment is rental income, such income must be more than sufficient to amortize the debt. In processing requests for commercial mortgage loans, the Bank almost always requires an environmental assessment to identify the possibility of environmental contamination. The extent of the assessment procedures varies from property to property and is based on factors such as whether or not the subject property is an industrial 2 building or has a suspected environmental risk based on current or past use. Construction Loans. The Bank makes loans to finance the construction of both residential and commercial properties. The maturity of such loans is generally one year or less and advances are made as the construction progresses. The advances can require the submission of bills by the contractor, verification by a Bank-approved inspector that the work has been performed, and obtaining title insurance updates to insure that no intervening liens have been placed. Consumer Loans and Lines. The Bank makes auto loans, home improvement loans, and other consumer loans, establishes revolving overdraft lines of credit, and issues VISA(R) credit cards. Consumer loans and lines may be secured or unsecured. Consumer loans are generally made on an installment basis over terms not exceeding five years. In reviewing loans and lines for approval, the Bank considers, among other things, ability to repay, stability of employment and residence, and past credit history. Past Due, Nonaccrual, and Restructured Loans. Selected information about the Bank's past due, nonaccrual, and restructured loans can be found in "Note C - - Loans" to the Corporation's consolidated financial statements which have been incorporated by reference into "Item 8. Financial Statements and Supplemental Data" of this Form 10-K. The accrual of interest on loans is generally discontinued when principal or interest payments become past due 90 days or more. As of December 31, 2001, the Bank did not have any impaired loans or material potential problem loans except for the loans disclosed in "Note C" to its consolidated financial statements. Economic conditions in the Bank's market area were favorable during the 2001 year. Future levels of past due, nonperforming, and restructured loans will be affected by the strength of the local economy. Allowance for Loan Losses. The allowance for loan losses is an amount that management currently believes will be adequate to absorb estimated inherent losses in the Bank's loan portfolio. Changes in the Bank's allowance for loan losses for each of the five years in the period ended December 31, 2001 and the allocation of the Bank's allowance for loan losses by loan type at the end of each of these years can be found in "Note C - Loans" to the Corporation's consolidated financial statements which have been incorporated by reference into "Item 8. Financial Statements and Supplemental Data" of this Form 10-K. The allowance for loan losses is established through provisions for loan losses charged against income and reductions in the allowance are credited to income. Amounts deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. The allocated component of the allowance for loan losses represents impairment losses identified as a result of selectively reviewing individual credits plus losses on loans that have not been specifically reviewed but rather determined on a pooled basis taking into account a variety of factors including historical losses; levels of and trends in delinquencies and nonaccruing loans; trends in volume and terms of loans; changes in lending policies and procedures; experience, ability and depth of lending staff; national and local economic conditions; concentrations of credit; and environmental risks. The unallocated or general component of the allowance is designed to cover losses in the portfolio that have not otherwise been identified through the review of specific loans or pools of loans. The amount of future chargeoffs and provisions for loan losses will be affected by, among other things, local economic conditions. Such conditions affect the financial strength of the Bank's borrowers and the value of real estate collateral securing the Bank's mortgage loans. In addition, future provisions and chargeoffs could be affected by environmental impairment of properties securing the Bank's mortgage loans. Loans secured by real estate represent approximately 79% of total loans outstanding at December 31, 2001. Environmental audits for commercial mortgages were instituted by the Bank in 1987. Under the Bank's current policy, an environmental audit is required on practically all commercial-type properties that are considered for a mortgage loan. At the present time, the Bank is not aware of any existing loans in the portfolio where there is environmental pollution originating on the mortgaged properties that would materially affect the value of the portfolio. Investment Activities General. The investment policy of the Bank, as approved by the Board of Directors and supervised by both the Board and the Management Investment Committee, is intended to promote investment practices which are both safe and sound and in full compliance with the Federal Financial Institutions Examination Council (FFIEC) Supervisory Policy Statement on Investment Securities and End-User Derivative Activities and all other applicable regulations. Investment authority will be granted and amended as is necessary by the Board of Directors. The Bank's investment decisions seek to maximize income while keeping both credit and market risk at acceptable levels, provide for the Bank's liquidity needs, assist in managing interest rate sensitivity, and provide securities that can be pledged, as needed, to secure deposits or borrowing lines. 3 The Bank's investment policy limits individual maturities to fifteen years and average lives, in the case of collateralized mortgage obligations (CMOs) and other mortgage-backed securities, to 10 years. At the time of purchase, bonds of states and political subdivisions must generally be rated A or better, notes of states and political subdivisions must generally be rated MIG-2 (or equivalent) or better, and commercial paper must be rated A-1 or P-1. In addition, management periodically reviews issuer credit ratings for all securities in the Bank's portfolio other than those issued by the U.S. government or its agencies. Any significant deterioration in the creditworthiness of an issuer will be analyzed and action will be taken if deemed appropriate. The Bank has not engaged in the purchase and sale of securities for the primary purpose of producing trading profits and its current investment policy does not allow such activity. At December 31, 2001, the Bank had net unrealized gains of $5,455,000 in its held-to-maturity portfolio, consisting of gross unrealized gains of $5,856,000 and gross unrealized losses of $401,000. The unrealized gains and losses were principally caused by decreases and increases, respectively, in interest rates since the securities were purchased. The Bank intends and expects to be able to hold these securities to maturity and therefore expects that neither the unrealized gains nor the unrealized losses will ever be realized. Portfolio Composition. The composition of the Bank's investment portfolio can be found in "Note B - Investment Securities" to the Corporation's consolidated financial statements which have been incorporated by reference into "Item 8. Financial Statements and Supplemental Data" of this Form 10-K. Maturity Information. The maturities and weighted average yields of the Bank's investment securities at December 31, 2001 can be found in "Note B - Investment Securities" to the Corporation's consolidated financial statements which have been incorporated by reference into "Item 8. Financial Statements and Supplemental Data" of this Form 10-K. The Bank received dividends on its Federal Reserve Bank stock of $6,924 in 2002 representing a yield of 6.00%. Sources of Funds General. The Bank's primary sources of funds are deposits, maturity and redemption of investment securities, interest earned on investment securities and federal funds sold, collection of principal and interest on loans, retained earnings, and other funds provided from operations. The Bank offers checking and interest-bearing deposit products. In addition to business checking, the Bank has a variety of personal checking products including "First Class", "Prime", regular, budget, senior citizen and special checking. Among other things, the personal products differ in minimum balance requirements, monthly maintenance fees, and per check charges. The interest-bearing deposit products, which have a wide range of interest rates and terms, consist of checking, including interest on lawyer accounts (IOLA); escrow service accounts; rent security accounts; three money-market-type products, including a traditional money market savings account, "Select Savings" - a statement savings account that earns a money market rate, and "Diamond Savings" - - a passbook savings account that earns a money market rate; traditional statement savings; traditional passbook savings; savings certificates (3 month, 6 month and 1 to 6 year terms); large and jumbo certificates; holiday club accounts; and individual retirement accounts (savings certificates with terms of 1 to 6 years). Total certificates of deposits, the majority of which mature within one year, were $34,618,000, or 5.7% of total deposits, at December 31, 2001. Certificates of deposit in amounts of $100,000 or more were $13,596,000 at December 31, 2001, or 2.2% of total deposits. The Bank relies primarily on customer service, calling programs, competitive pricing, and advertising to attract and retain deposits. Currently, the Bank solicits deposits only from its local market area and does not have any deposits which qualify as brokered deposits under applicable Federal regulations. The flow of deposits is influenced by general economic conditions, changes in interest rates and competition. Classification of Average Deposits. The Bank's average deposit balances by major classification can be found in "Note E - Deposits" to the Corporation's consolidated financial statements which have been incorporated by reference into "Item 8. Financial Statements and Supplemental Data" of this Form 10-K. Remaining Maturities of Time Deposits. The remaining maturities of the Bank's time deposits in amounts of $100,000 or more at December 31, 2001 can be found in "Note E - Deposits" to the Corporation's consolidated financial statements which have been incorporated by reference into "Item 8. Financial Statements and Supplemental Data" of this Form 10-K. Competition The heavy concentration of financial institutions in Nassau and Suffolk Counties has led to keen competition for both loans and deposits. Competition in originating commercial loans comes primarily from commercial institutions located in the Bank's market area. The Bank competes for commercial loans on the basis of the quality of service it provides to borrowers, the interest rates and loan fees it charges, and the types of loans it offers. 4 The Bank attracts all of its deposits through its banking offices primarily from the communities in which those banking offices are located. Competition for deposits is principally from other commercial banks, savings banks, brokerage firms and credit unions located in these communities. The Bank competes for these deposits by offering a variety of account alternatives at competitive rates, a competitive service charge schedule, a high level of customer service and convenient branch locations. Employees As of December 31, 2001, the Bank had 187 full-time equivalent employees and considers employee relations to be satisfactory. Employees of the Bank are not represented by a collective bargaining unit. Regulation The Corporation is subject to the regulation and supervision of the Federal Reserve Board and the Securities and Exchange Commission. The primary banking agency responsible for regulating the Bank is the Comptroller of the Currency. The Bank is also subject to regulation and supervision by the Federal Reserve Board and the Federal Deposit Insurance Corporation. ITEM 2. PROPERTIES The Corporation neither owns nor leases any real estate. Office facilities of the Corporation are located at 10 Glen Head Road, Glen Head, NY in a building owned by the Bank. The Bank's designated main office is located at 253 New York Avenue, Huntington, New York. Including the main office, the Bank owns a total of ten buildings in fee and occupies thirteen other facilities under lease arrangements. All of the facilities owned or leased by the Bank are in Nassau, Suffolk Counties New York. The Corporation believes that the physical facilities of the Bank are suitable and adequate at present and are being fully utilized. ITEM 3. LEGAL PROCEEDINGS Other than ordinary routine litigation incidental to the business, it is believed that there are no material legal proceedings, either individually or in the aggregate, to which the Corporation or the Bank is a party or to which any of their property is subject. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS None were submitted to a vote of security holders during the fourth quarter of 2001. PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS The Corporation's common stock trades on the Nasdaq SmallCap Market tier of the Nasdaq Stock Market ("Nasdaq") under the symbol "FLIC". The table appearing on page 1 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 2001 showing the high and low sales prices, by quarter, for the years ended December 31, 2001 and 2000 is incorporated herein by reference. On March 12, 2002, there were 2,788,564 shares of the Corporation's common stock outstanding with 705 holders of record. The holders of record include banks and brokers who act as nominees, each of whom may represent more than one stockholder. During 2001 and 2000, the Corporation declared semi-annual cash dividends aggregating $.81 and $.72 per share, respectively. Trading in the Corporation's common stock is limited. The total trading volume for 2001 as reported by Nasdaq was 356,272 shares, with an average daily volume of 1,437 shares. During 2001, the Corporation purchased 118,951 shares under its share repurchase program, 84,000 of which were purchased in market transactions. These market purchases represent approximately 24% of the total trading volume reported by Nasdaq. Although the Corporation has had a stock repurchase program since 1988, if the Company discontinues the program it could adversely affect market liquidity for the Corporation's common stock, the price of the Corporation's common stock, or both. For a further discussion of the Corporation's share repurchase program, including its impact on earnings per share, please see the "Overview" and "Capital" sections of Management's Discussion and Analysis of Financial Condition and Results of Operations and "Note A" to the Corporation's consolidated financial statements, both of which are included in the Corporations Annual Report to Shareholders for the fiscal year ended December 31, 2001. ITEM 6. SELECTED FINANCIAL DATA "Selected Financial Data" appearing on page 1 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 2001 is incorporated herein by reference. The Corporation's dividend payout ratio was 23.14%, 22.86% and 19.81% for 2001, 2000 and 1999, respectively. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS "Management's Discussion and Analysis of Financial Condition and Results of Operations" appearing on pages 9 through 18 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 2001 is incorporated herein by reference. 5 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The market risk information included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" and appearing on pages 16 through 18 of the Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 2001 is incorporated herein by reference. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The consolidated financial statements and report of independent public accountants appearing on pages 20 through 42 of Corporation's Annual Report to Shareholders for the fiscal year ended December 31, 2001 are incorporated herein by reference. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT "ELECTION OF DIRECTORS" appearing on pages 3 through 5 and "MANAGEMENT" appearing on page 8 of Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held April 16, 2002 are incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION "COMPENSATION OF DIRECTORS", "BOARD COMPENSATION COMMITTEE REPORT", "COMPENSATION OF EXECUTIVE OFFICERS", "SUMMARY COMPENSATION TABLE", "COMPENSATION PURSUANT TO PLANS", and "PERFORMANCE GRAPH" appearing on pages 5 and 6 and 9 through 18 of the Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held April 16, 2002 are incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT "VOTING SECURITIES AND PRINCIPAL STOCKHOLDERS" appearing on Pages 1 through 3 of Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held April 16, 2002 is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS "TRANSACTIONS WITH MANAGEMENT AND OTHERS" appearing on pages 18 and 19 of Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held April 16, 2002 is incorporated herein by reference. PART IV ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) 1. Consolidated Financial Statements The following consolidated financial statements of the Corporation and its subsidiary, and Report of Independent Public Accountants thereon, as required by Item 8 of this report are incorporated herein by reference. o Consolidated Balance Sheets - December 31, 2001 and 2000 o Consolidated Statements of Income - Years ended December 31, 2001, 2000 and 1999 o Consolidated Statement of Changes in Stockholders' Equity - Years ended December 31, 2001, 2000 and 1999 o Consolidated Statements of Cash Flows - Years ended December 31, 2001, 2000 and 1999 o Notes to Consolidated Financial Statements (a) 2. Financial Statement Schedules None Applicable. (a) 3. Listing of Exhibits The following exhibits are submitted herewith. Exhibit No. Name Exhibits - ----------- ---- -------- 3(i) Certificate of Incorporation, as amended * 3(ii) By-laws, as amended ** 10.1 Incentive Compensation Plan *** 10.2 1986 Stock Option and Appreciation Rights Plan **** 10.3 1996 Stock Option and Appreciation Rights Plan ***** 6 Exhibit No. Name Exhibits - ----------- ---- -------- 10.4 Amendment to 1996 Stock Option and Appreciation Rights Plan dated February 20, 2001 ****** 10.5 Employment Agreement between Registrant and J. William Johnson, dated January 31, 1996, as amended December 18, 1996, January 2, 1998, and January 6, 1999 ******* 10.6 Employment Agreement between Registrant and Arthur J. Lupinacci, Jr. dated July 1, 1999 ******** 10.7 Employment Agreement between Registrant and Donald L. Manfredonia dated January 1, 2002 Included herein 10.8 Employment Agreement between Registrant and Joseph G. Perri, dated January 1, 2002 Included herein 10.9 Special Severance Agreement between Registrant and Richard Kick, dated January 1, 2002 Included herein 10.10 Special Severance Agreement between Registrant and Mark D. Curtis, dated January 1, 2002 Included herein 10.11 Special Severance Agreement between Registrant and Brian J. Keeney, dated January 1, 2002 Included herein 13 Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 2001 Included herein 21 Subsidiary of Registrant Included herein 23 Consent of Independent Public Accountants Included herein 99.1 Notice of 2002 Annual Meeting and Proxy Statement ********* 99.2 Letter to Commission Pursuant to Temporary Note 3T Included herein *Previously filed as part of Report on Form 10-K for 1998, filed on March 29, 1999, as exhibit 3(i), which exhibit is incorporated herein by reference. **Previously filed as part of Report on Form 10-K for 1999, filed on March 29, 2000, as exhibit 3(ii), which exhibit is incorporated herein by reference. ***"Incentive Compensation Plan" and "Board Compensation Committee Report" appearing on pages 13 and 9, respectively, of the Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held April 16, 2002 are incorporated herein by reference. ****Previously filed as an exhibit to Form 10-K which exhibit is incorporated herein by reference. *****Previously filed as part of Report on Form 10-K for 1995, filed on March 22, 1996, as exhibit 10(b), which exhibit is incorporated herein by reference. ******Previously filed as part of Report on Form 10-K for 2000, filed on March 27, 2001, as Exhibit 10.4, which exhibit is incorporated herein by reference. *******Employment agreement previously filed as part of Report on Form 10-K for 1995, filed on March 22, 1996, as exhibit 10(c), which exhibit is incorporated herein by reference. The December 18, 1996, January 2, 1998, and January 6, 1999 amendments to Mr. Johnson's employment agreement each involved an increase in Mr. Johnson's base annual salary, the dollar amounts of which were previously disclosed in Form 10-K. Mr. Johnson's current base annual salary is disclosed in Exhibit 99 to this Form 10-K filing. ********Previously filed as part of Report on Form 10-K for 1999, filed on March 29, 2000, as exhibit 10.5, which exhibit is incorporated herein by reference. Mr. Lupinacci's current base annual salary is disclosed in Exhibit 99 to this Form 10-K filing. *********The Corporation's Proxy Statement for its Annual Meeting of Stockholders to be held April 16, 2002 was submitted in electronic format on March 6, 2002 and is incorporated herein by reference. (b) Reports on Form 8-K None (c) Exhibits Exhibits as listed under 14(a) 3. above are submitted as a separate section of this report. (d) Financial Statement Schedules - None 7 Signatures Pursuant to the requirements of Section l3 or l5(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. THE FIRST OF LONG ISLAND CORPORATION (Registrant) Dated: March 28, 2002 By /s/ J. WILLIAM JOHNSON ---------------------------------- J. WILLIAM JOHNSON, President (principal executive officer) By /s/ MARK D. CURTIS ---------------------------------- MARK D. CURTIS, Senior Vice President and Treasurer (principal financial officer and principal accounting officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. Signatures Titles Date - ---------- ------ ---- /s/ J. WILLIAM JOHNSON President, Chairman MARCH 28, 2002 - --------------------------- of the Board, Chief J. William Johnson Executive Officer /s/ ALLEN E. BUSCHING Director MARCH 28, 2002 - --------------------------- Allen E. Busching /s/ PAUL T. CANARICK Director MARCH 28, 2002 - --------------------------- Paul T. Canarick /s/ BEVERLY ANN GEHLMEYER Director MARCH 28, 2002 - --------------------------- Beverly Ann Gehlmeyer /s/ HOWARD THOMAS HOGAN, JR. Director MARCH 28, 2002 - --------------------------- Howard Thomas Hogan, Jr. /s/ J. DOUGLAS MAXWELL, JR. Director MARCH 28, 2002 - --------------------------- J. Douglas Maxwell, Jr. /s/ JOHN R. MILLER III Director MARCH 28, 2002 - --------------------------- John R. Miller III /s/ WALTER C. TEAGLE III Director MARCH 28, 2002 - --------------------------- Walter C. Teagle III 8 EXHIBIT INDEX EXHIBIT BEGINS ON SEQUENTIAL EXHIBIT DESCRIPTION PAGE NO. - ------- ----------- -------------- 3(i) Certificate of Incorporation, as amended * 3(ii) By-laws, as amended ** 10.1 Incentive Compensation Plan *** 10.2 1986 Stock Option and Appreciation Rights Plan **** 10.3 1996 Stock Option and Appreciation Rights Plan ***** 10.4 Amendment to 1996 Stock Option and Appreciation Rights Plan dated February 20, 2001 ****** 10.5 Employment Agreement Between Registrant and J. William Johnson, dated January 31, 1996, as amended December 18, 1996, January 2, 1998, and January 6, 1999 ******* 10.6 Employment Agreement between Registrant and Arthur J. Lupinacci, Jr., dated July 1, 1999 ******** 10.7 Employment Agreement between Registrant and Donald L. Manfredonia, dated January 1, 2002 10 10.8 Employment Agreement between Registrant and Joseph G. Perri, dated January 1, 2002 15 10.9 Special Severance Agreement between Registrant and Richard Kick, dated January 1, 2002 20 10.10 Special Severance Agreement between Registrant and Mark D. Curtis, dated January 1, 2002 25 10.11 Special Severance Agreement between Registrant and Brian J. Keeney, dated January 1, 2002 30 13 Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 2001 35 21 Subsidiary of Registrant 92 23 Consent of Independent Public Accountants 94 99.1 Notice of 2002 Annual Meeting and Proxy Statement ********* 99.2 Letter to Commission Pursuant to Temporary Note 3T 96 *Previously filed as part of Report on Form 10-K for 1998, filed on March 29, 1999, as exhibit 3(i), which exhibit is incorporated herein by reference. **Previously filed as part of Report on Form 10-K for 1999, filed on March 29, 2000, as exhibit 3(ii), which exhibit is incorporated herein by reference. *** "Incentive Compensation Plan" and "Board Compensation Committee Report" appearing on pages 13 and 9, respectively, of the Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held April 16, 2002 are incorporated herein by reference. ****Previously filed as an exhibit to Form 10-K which exhibit is incorporated herein by reference. ***** Previously filed as part of Report on Form 10-K for 1995, filed on March 22, 1996, as exhibit 10(b), which exhibit is incorporated herein by reference. ****** Previously filed as part of Report on Form 10-K for 2000, filed on March 27, 2001, as Exhibit 10.4, which exhibit is incorporated herein by reference. ******* Employment agreement previously filed as part of Report on Form 10-K for 1995, filed on March 22, 1996, as exhibit 10(c), which exhibit is incorporated herein by reference. The December 18, 1996, January 2, 1998, and January 6, 1999 amendments to Mr. Johnson's employment agreement each involved an increase in Mr. Johnson's base annual salary, the dollar amounts of which were previously disclosed in Form 10-K. Mr. Johnson's current base annual salary is disclosed in Exhibit 99 to this Form 10-K filing. ******** Previously filed as part of Report on Form 10-K for 1999, filed on March 29, 2000, as exhibit 10.5, which exhibit is incorporated herein by reference. Mr. Lupinacci's current base annual salary is disclosed in Exhibit 99 to this Form 10-K filing. *********The Corporation's Proxy Statement for its Annual Meeting of Stockholders to be held April 16, 2002 was submitted in electronic format on March 6, 2002 and is incorporated herein by reference. 9