SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 [NO FEE REQUIRED]
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _________ to _____________
Commission file Number 0-12220
THE FIRST OF LONG ISLAND CORPORATION
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(Exact Name Of Registrant As Specified In Its Charter)
New York 11-2672906
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
10 Glen Head Road, Glen Head, NY 11545
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(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
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None N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.10 par value per share
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(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. [ ]
[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 15, 1999) held by non-affiliates
was $109,771,689 (excludes $19,341,857 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 at March 15, 1999
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Common Stock, $.10 par value 3,092,540
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Corporation's Annual Report to shareholders for the fiscal
year ended December 31, 1998 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 20, 1999 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") was incorporated on February 7, 1984 and on April 30, 1984
acquired 100% of the outstanding common stock of The First National Bank of Long
Island (the "Bank"), its sole subsidiary.
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 a Trust and Investment Services
Department and conducts 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), state and
municipal securities, and collateralized mortgage obligations. 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 accounts, savings 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 Collection Services
o Counter Checks and Certified Checks
o Drive-Through Banking
o Fixed Rate Annuities
o Foreign Drafts
o Gift Checks and Personal Money Orders
o Merchant Credit Card Depository Services
o Mutual Funds
o Night Depository Services
o Payroll Services
o PC Business Banking
o Safe Deposit Boxes
o Securities Transactions
o Signature Guarantee Services
o Telephone Banking
o Travelers Checks
o Trust and Investment Management Services
o U.S. Savings Bonds
o Wire Transfers and Foreign Cables
o Withholding Tax Depository Services
The Trust and Investment Services Department provides investment
management, pension trust, personal trust, estate, and custody services and
engages in the sale of mutual funds.
The Agency is a licensed insurance agency which was organized in 1994 under
the laws of the State of New York and is primarily engaged in the sale of fixed
rate annuity products.
During the thirteen month period ended January 31, 1999, the Bank opened
four new branch offices in Nassau and Suffolk Counties, Long Island as follows:
(1) a full service branch was opened in Rockville Centre in February 1998 upon
simultaneously closing the Bank's Rockville Centre commercial banking office;
(2) a commercial banking office was opened in Hauppauge in August 1998; (3) a
commercial banking office was opened in Bohemia in September 1998; and (4) in
January 1999, the Bank opened a commercial banking office in Garden City. Unlike
the Bank's other commercial banking offices, the Hauppauge and Bohemia offices
are located in areas deemed to be mostly industrial. 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 four new branch locations discussed above, the Bank has
a main office located in Huntington, New York, seven other full service offices
(Glen Head, Greenvale, Locust Valley, Northport, Old Brookville, Roslyn Heights,
Woodbury) and six other commercial banking offices (Great Neck, Hicksville, Lake
Success, Mineola, New Hyde Park, Valley Stream), all of which are in Nassau and
Suffolk Counties.
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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 1998.
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 Fleet Bank, Citibank, Chase Manhattan Bank, Bank of New York, and
European American Bank.
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 commercial and residential mortgage loans, home equity loans and
lines, construction loans, 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 loans;
and loans secured by marketable securities, the cash surrender value of life
insurance policies, or deposit accounts. Consumer loans include, among other
things, student loans guaranteed by the Federal government, 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, or U.S. Treasury rates. 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 loans and lines, and 70% on commercial mortgage loans.
The risks inherent in the Bank's loan portfolio primarily stem from the
following factors: 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 is dependent on the strength of the Long Island
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 the strength of the Long Island real estate market and the absence
of environmental contamination. The Bank does not have any significant industry
concentrations or foreign loans.
Except for home equity products that have more stringent approval
requirements, loans from $300,000 to $500,000 generally require the approval of
the Management Loan Committee. All loans in excess of $500,000 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 discounted 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
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well as any guarantors, 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 on the subject property. 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 building or there
is 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 generally
does not exceed one year and advances are made as the construction progresses.
The advances usually 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 student loans, 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. With the exception of student loans, 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, 1998,
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 improved during 1998. 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 possible future losses
on existing loans. Changes in the Bank's allowance for loan losses for each of
the five years in the period ended December 31, 1998 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. 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 is based on detailed reviews of specific loans, both performing and
nonperforming, and is estimated to be the amount required to cover possible
future losses on such loans. Loans selected for review during the course of a
year will generally include loans previously identified as problems as well as a
sample of significant loans, both newly originated and originated in prior
years. At the conclusion of a review, a loan will either be rated satisfactory,
or, if less than satisfactory, assigned to one of several problem categories.
The problem categories, in ascending order of severity, are special mention,
substandard, doubtful and loss. The allocated component of the allowance for
loan losses is based on the individual characteristics of each problem loan. The
unallocated or general component of the allowance, which is designed to cover
possible future losses on loans in the portfolio that have not been identified
as problems, is primarily based on factors such as the Company's 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 amount of future chargeoffs and provisions for loan losses will be
affected by, among other things, economic conditions on Long Island. 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 77% of total loans outstanding at December 31, 1998.
Since 1987, environmental audits have been instituted on commercial properties
and the incidence and scope of these audits has been increased over the
succeeding years. Under the Bank's current policy, an environmental audit is
required on
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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 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.
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 deterioration in the creditworthiness of an issuer will be analyzed and
appropriate action taken when deemed necessary. 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, 1998, the Bank had net unrealized gains of $3,619,000 in
its held-to-maturity portfolio, consisting of gross unrealized gains of
$4,031,000 and gross unrealized losses of $412,000. The unrealized gains and
losses were principally caused by decreases and increases, respectively, in
interest rates since the securities were purchased. The Bank has the intent and
ability to hold these securities to maturity and therefore expects that neither
the unrealized gains nor the unrealized losses will ever be realized. However,
the effect of holding securities with unrealized gains or losses is that more or
less interest will be earned in future periods than could be earned on
securities purchased currently.
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, 1998 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
1998 representing a yield of 6.00%.
Sources of Funds
General. The Bank's primary sources of funds are deposits, retained
earnings, collection of principal and interest on loans, maturity and redemption
of investment securities, interest earned on investment securities and federal
funds sold, 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", 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); 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 $38,501,000, or 8.0% of total deposits, at December 31, 1998.
Certificates of deposit in amounts of $100,000 or more were $13,055,000 at
December 31, 1998, or 2.7% of total deposits.
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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 classification of the Bank's
average deposits 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, 1998 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.
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, 1998, the Bank had 166 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 ten other facilities under lease arrangements. All
of the facilities owned or leased by the Bank are in Nassau and 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 1998.
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 under the symbol "FLIC". The table appearing on page (i)
of the Corporation's Annual Report to Shareholders for the
5
fiscal year ended December 31, 1998 showing the high and low sales prices, by
quarter, for the years ended December 31, 1998 and 1997 is incorporated herein
by reference.
On March 15, 1999, there were 3,092,540 shares of the Corporation's common
stock outstanding with 788 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 1998 and 1997, the Corporation declared semi-annual cash dividends
aggregating $.57 and $.49 per share, respectively.
ITEM 6. SELECTED FINANCIAL DATA
"Selected Financial Data" appearing on page (i) of the Corporation's Annual
Report to Shareholders for the fiscal year ended December 31, 1998 is
incorporated herein by reference.
The Corporation's dividend payout ratio was 21.59%, 20.42% and 20.00% for
1998, 1997 and 1996, 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 4 through 13 of the Corporation's Annual Report
to Shareholders for the fiscal year ended December 31, 1998 is incorporated
herein by reference.
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 10 and 11 of the Corporation's Annual Report to Shareholders for the
fiscal year ended December 31, 1998 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 15 through 37 of Corporation's Annual Report to
Shareholders for the fiscal year ended December 31, 1998 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 and 4 and "MANAGEMENT"
appearing on page 7 of Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held April 20, 1999 are incorporated herein by reference.
Mr. Joseph G. Perri, an executive officer of the Corporation, purchased 250
shares of the Corporation's common stock on March 5, 1998. This transaction was
not reported timely on Form 4.
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 8 through 16 of the Registrant's Proxy Statement for its Annual Meeting of
Stockholders to be held April 20, 1999 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 20, 1999 is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
"TRANSACTIONS WITH MANAGEMENT AND OTHERS" appearing on page 17 of
Registrant's Proxy Statement for its Annual Meeting of Stockholders to be held
April 20, 1999 is incorporated herein by reference.
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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, 1998 and 1997
o Consolidated Statements of Income - Years ended December 31, 1998, 1997 and
1996
o Consolidated Statement of Changes in Stockholders' Equity - Years ended
December 31, 1998, 1997 and 1996
o Consolidated Statements of Cash Flows - Years ended December 31, 1998, 1997
and 1996
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 ***
10.4 Employment Agreement between Registrant and J. William Johnson,
dated January 31, 1996, as amended December 18, 1996, January 2, 1998,
and January 6, 1999 ****
10.5 Special Severance Agreement between Registrant and Arthur J. Lupinacci, Jr.,
dated November 20, 1998
10.6 Special Severance Agreement between Registrant and Donald L. Manfredonia,
dated November 20, 1998
10.7 Special Severance Agreement between Registrant and Joseph G. Perri,
dated November 20, 1998
10.8 Special Severance Agreement between Registrant and John C. Sansone,
dated November 20, 1998
10.9 Special Severance Agreement between Registrant and Richard Kick,
dated November 20, 1998
10.10 Special Severance Agreement between Registrant and Mark D. Curtis,
dated November 20, 1998
13 Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1998
21 Subsidiary of Registrant
23 Consent of Independent Public Accountants
27 Financial Data Schedule
99 Notice of 1999 Annual Meeting and Proxy Statement *****
* "Incentive Compensation Plan" and "Board Compensation Committee Report"
appearing on pages 13 and 8, respectively, of the Registrant's Proxy Statement
for its Annual Meeting of Stockholders to be held April 20, 1999 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.
**** 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 amendment increased Mr. Johnson's
base annual salary from $280,000 to $295,000, the January 2, 1998 amendment
increased Mr. Johnson's base salary from $295,000 to $307,000, and the January
6, 1999 amendment increased Mr. Johnson's base annual salary from $307,000 to
$325,000.
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*****The Corporation's Proxy Statement for its Annual Meeting of Stockholders to
be held April 20, 1999 was submitted in electronic format on March 9, 1999 and
is incorporated herein by reference.
(b) Reports on Form 8-K
There were no reports filed on Form 8-K for the three-month period ended
December 31, 1998.
(c) Exhibits
Exhibits as listed under 14(a) 3. above are submitted as a separate section
of this report.
(d) Financial Statement Schedules - None
8
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 22, 1999 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 22, 1999
- ----------------------------- of the Board, Chief
J. William Johnson Executive Officer
/s/ PAUL T. CANARICK Director MARCH 22, 1999
- -----------------------------
Paul T. Canarick
/s/ BEVERLY ANN GEHLMEYER Director MARCH 22, 1999
- -----------------------------
Beverly Ann Gehlmeyer
/s/ HOWARD THOMAS HOGAN, JR. Director MARCH 22, 1999
- -----------------------------
Howard Thomas Hogan, Jr.
/s/ J. DOUGLAS MAXWELL, JR. Director MARCH 22, 1999
- -----------------------------
J. Douglas Maxwell, Jr.
/s/ JOHN R. MILLER III Director MARCH 22, 1999
- -----------------------------
John R. Miller III
Director MARCH 22, 1999
- -----------------------------
Walter C. Teagle III
9
EXHIBIT INDEX
EXHIBIT BEGINS
ON SEQUENTIAL
EXHIBIT DESCRIPTION PAGE NO.
- ------- ----------- --------------
3 (i) Certificate of Incorporation, as amended 11
3 (ii) By-laws, as amended 19
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 Employment Agreement Between Registrant and J. William Johnson,
dated January 31, 1996, as amended December 18, 1996, January 2, 1998,
and January 6, 1999 ****
10.5 Special Severance Agreement between Registrant and Arthur J. Lupinacci, Jr.,
dated November 20, 1998 31
10.6 Special Severance Agreement between Registrant and Donald L. Manfredonia,
dated November 20, 1998 36
10.7 Special Severance Agreement between Registrant and Joseph G. Perri,
dated November 20, 1998 41
10.8 Special Severance Agreement between Registrant and John C. Sansone,
dated November 20, 1998 46
10.9 Special Severance Agreement between Registrant and Richard Kick,
dated November 20, 1998 51
10.10 Special Severance Agreement between Registrant and Mark D. Curtis,
dated November 20, 1998 56
13 Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1998 61
21 Subsidiary of Registrant 112
23 Consent of Independent Public Accountants 113
27 Financial Data Schedule 115
99 Notice of 1999 Annual Meeting and Proxy Statement *****
* "Incentive Compensation Plan" and "Board Compensation Committee Report"
appearing on pages 13 and 8, respectively, of the Registrant's Proxy Statement
for its Annual Meeting of Stockholders to be held April 20, 1999 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 1995, filed on March
22, 1996, as exhibit 10(c), which exhibit is incorporated herein by reference.
The December 18, 1996 amendment increased Mr. Johnson's base annual salary from
$280,000 to $295,000, the January 2, 1998 amendment increased Mr. Johnson's base
salary from $295,000 to $307,000, and the January 6, 1999 amendment increased
Mr. Johnson's base salary from $307,000 to $325,000.
*****The Corporation's Proxy Statement for its Annual Meeting of Stockholders to
be held April 20, 1999 was submitted in electronic format on March 9, 1999 and
is incorporated herein by reference.
10