<PAGE> 1
SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.____)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
[ ] Confidental, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
NEW YORK BANCORP INC.
________________________________________________
(Name of Registrant as Specified In Its Charter)
Thomas J. Haggerty, Muldoon, Murphy & Faucette
________________________________________________
(Name of Person(s), Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
...................................................................
(2) Aggregate number of securities to which transaction applies:
...................................................................
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
...................................................................
(4) Proposed maximum aggregate value of transaction:
...................................................................
(5) Total fee paid:
...................................................................
[ ] Fee paid previously with preliminary materials
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
..............................
(2) Form, Schedule or Registration Statement No.:
..............................
(3) Filing Party:
..............................
(4) Date Filed:
..............................
<PAGE> 2
NYB
________________________________________________________________________________
NEW YORK BANCORP INC.
NEW YORK BANCORP INC.
241-02 NORTHERN BOULEVARD
DOUGLASTON, NEW YORK 11362
(718) 631-8100
December 14, 1995
Dear Shareholder:
It is my pleasure to invite you to attend the Annual Meeting of
Shareholders (the "Annual Meeting") of New York Bancorp Inc. ("New York Bancorp"
or the "Company") to be held at the Adria Conference Center, 220-33 Northern
Boulevard, Bayside, New York, on Tuesday, January 23, 1996, at 10:00 a.m., New
York Time, and at any adjournments or postponements thereof.
The attached Notice of Annual Meeting of Shareholders and Proxy Statement
describe the business to be transacted at the Annual Meeting. The enclosed copy
of New York Bancorp's 1995 Annual Report to Shareholders contains financial
statements and other important information relating to the Company.
YOUR VOTE IS IMPORTANT. THE PROXY IS YOUR OPPORTUNITY AS A SHAREHOLDER TO
VOTE ON CORPORATE MATTERS. Please separate the Proxy Card from the other
enclosed material and follow the instructions for its completion. You are urged
to sign, date and mail the enclosed Proxy Card promptly in the postage-prepaid
envelope provided. If you attend the Annual Meeting, you may vote in person even
if you have already mailed in your Proxy Card.
On behalf of the Board of Directors, officers and employees of New York
Bancorp, I thank you for your continued support and interest in our Company.
Sincerely yours,
/s/ Patrick E. Malloy, III
Patrick E. Malloy, III
Chairman of the Board
<PAGE> 3
NEW YORK BANCORP INC.
241-02 NORTHERN BOULEVARD
DOUGLASTON, NEW YORK 11362
(718) 631-8100
____________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 23, 1996
____________________________________________
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the "Annual
Meeting") of New York Bancorp Inc. (the "Company") will be held at the Adria
Conference Center, 220-33 Northern Boulevard, Bayside, New York, on Tuesday,
January 23, 1996, at 10:00 a.m., New York Time.
A Proxy Statement and Proxy Card for this Annual Meeting are enclosed
herewith. The Annual Meeting is for the purpose of considering and voting upon
the following matters:
1. The election of four directors for a term of three years each;
2. The ratification of KPMG Peat Marwick LLP as independent accountants of
the Company for the fiscal year ending September 30, 1996; and
3. Such other matters as may properly come before the Annual Meeting
or any adjournments or postponements thereof.
Pursuant to the Bylaws of the Company, the Board of Directors has fixed
December 7, 1995 as the record date for the determination of shareholders
entitled to notice of, and to vote at the Annual Meeting and at any adjournments
or postponements thereof. Only recordholders of the Common Stock of the Company
as of the close of business on that date will be entitled to notice of, to vote
at, and attend the Annual Meeting or any adjournments or postponements thereof.
A list of shareholders entitled to vote at the Annual Meeting will be available
at the offices of New York Bancorp Inc., 241-02 Northern Boulevard, Douglaston,
New York, 11362, for a period of ten days before the Annual Meeting.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PREPAID ENVELOPE.
By Order of the Board of Directors
/s/ Stan I. Cohen
Douglaston, New York Stan I. Cohen
December 14, 1995 Secretary
<PAGE> 4
NEW YORK BANCORP INC.
241-02 NORTHERN BOULEVARD
DOUGLASTON, NEW YORK 11362
(718) 631-8100
____________________________________________
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JANUARY 23, 1996
____________________________________________
SOLICITATION AND VOTING OF PROXIES
This Proxy Statement is being furnished to shareholders of New York Bancorp
Inc. ("New York Bancorp" or the "Company") in connection with the solicitation
by the Board of Directors of proxies to be voted at the Annual Meeting of
Shareholders (the "Annual Meeting") to be held at the Adria Conference Center,
220-33 Northern Boulevard, Bayside, New York, on Tuesday, January 23, 1996, at
10:00 a.m., New York Time, and at any adjournments or postponements thereof. The
Company's 1995 Annual Report to Shareholders, including the Company's
consolidated financial statements for the fiscal year ended September 30, 1995,
accompanies this proxy statement, and the mailing of these documents to
recordholders will commence on or about December 14, 1995.
Regardless of the number of shares of Common Stock owned, it is important
that shareholders be represented by proxy or in person at the Annual Meeting.
Shareholders are requested to vote by completing the enclosed Proxy Card and
returning it, signed and dated, in the enclosed postage-prepaid envelope.
Shareholders are urged to indicate their vote in the spaces provided. PROXIES
SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE
WITH THE DIRECTIONS GIVEN THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED
PROXIES WILL BE VOTED FOR THE NOMINEES FOR DIRECTORS AND THE RATIFICATION OF
KPMG PEAT MARWICK LLP, AS INDEPENDENT ACCOUNTANTS.
OTHER THAN THE MATTERS SET FORTH ON THE ATTACHED NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS, THE BOARD OF DIRECTORS KNOWS OF NO ADDITIONAL MATTERS THAT WILL
BE PRESENTED FOR CONSIDERATION AT THE ANNUAL MEETING. EXECUTION OF A PROXY,
HOWEVER, CENTERS ON THE DESIGNATED PROXY HOLDERS DISCRETIONARY AUTHORITY TO VOTE
THE SHARES IN ACCORDANCE WITH THEIR BEST JUDGMENT ON SUCH OTHER BUSINESS, IF
ANY, THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING AND AT ANY ADJOURNMENTS
THEREOF.
A proxy may be revoked at any time prior to its exercise by the filing of a
written notice of revocation with the Secretary of the Company, by delivering a
duly executed proxy bearing a later date, or by attending the Annual Meeting and
voting in person. However, if you are a shareholder whose shares are not
registered in your own name, you will need additional documentation from your
recordholder in order to vote personally at the Annual Meeting.
The cost of solicitation of proxies in the form enclosed herewith will be
borne by New York Bancorp. In addition to the solicitation of proxies by mail,
proxies may also be solicited personally or by telephone or telegraph by
directors, officers and employees of the Company, without additional
compensation therefor. New York Bancorp will also request persons, firms and
<PAGE> 5
corporations holding shares in their names, or in the name of their nominees,
which are beneficially owned by others, to send proxy material to and obtain
proxies from such beneficial owners, and will reimburse such holders for their
reasonable expenses in doing so. The Company has retained Beacon Hill Partners,
Inc., a proxy solicitation firm, to assist it in soliciting proxies for the
Annual Meeting. The fee for such services will be $3,500 plus reimbursement of
expenses.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The securities which may be voted at the Annual Meeting consist of shares
of common stock, $.01 par value per share, of New York Bancorp (the "Common
Stock"), with each share entitling its owner to one vote on all matters to be
voted on at the Annual Meeting. The close of business on December 7, 1995 has
been fixed by the Board of Directors as the record date ("Record Date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting and any adjournments or postponements thereof. The total number of
shares of Common Stock outstanding on the Record Date was 11,883,874 shares. The
presence, in person or by proxy, of at least a majority of the total number of
shares of Common Stock entitled to vote is necessary to constitute a quorum at
the Annual Meeting. Shares which are present in person or by proxy but abstain
from voting with respect to one or more proposals voted upon at the meeting will
be included for purposes of determining a quorum at the Annual Meeting. In the
event there are not sufficient votes for a quorum, the Annual Meeting may be
adjourned or postponed in order to permit the further solicitation of proxies.
As to the election of directors, the Proxy Card being provided by the Board
of Directors enables a shareholder to vote for the election of the nominees
proposed by the Board, or to withhold authority to vote for one or more of the
nominees being proposed. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, directors are elected by a plurality of shares voted
without regard to either (i) broker non-votes; or (ii) proxies as to which
authority to vote for one or more of the nominees being proposed is withheld.
Concerning the ratification of independent accountants, a shareholder may:
(i) vote "FOR" ratification; (ii) vote "AGAINST" ratification; or (iii)
"ABSTAIN" with respect to ratification by checking the appropriate box. Under
the Company's Certificate of Incorporation and Bylaws, unless otherwise required
by law, the ratification of independent accountants and other matters that may
come before the meeting shall be determined by a majority of the votes cast
affirmatively or negatively, without regard to broker non-votes or proxies
marked "ABSTAIN" as to that matter.
Proxies solicited hereby will be returned to the proxy solicitors or the
Company's transfer agent, and will be tabulated by inspectors of election
designated by the Board, who will not be employed by, or a director of, the
Company or any of its affiliates. After the final adjournment of the Annual
Meeting, the proxies will be returned to the Board for safekeeping.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
The following table sets forth certain information, as of the Record Date,
as to those persons or groups who are beneficial owners of more than 5% of the
Company's Common Stock. The information below is based on the most recent filing
with the Securities and Exchange Commission (the "SEC") by such persons or
groups and upon information otherwise made known to the Company. Other than
those persons listed below, the Company is not aware of any person or group that
owns more than 5% of the Common Stock as of the Record Date.
2
<PAGE> 6
<TABLE>
<CAPTION>
NAME AND ADDRESS AMOUNT AND PERCENT
OF BENEFICIAL OWNER NATURE OF OWNERSHIP (1)(2) OF CLASS
____________________________________________________ __________________________ __________
<S> <C> <C>
Patrick E. Malloy, III 1,604,736 (3)(4) 13.24%
Michael A. McManus, Jr.
C/O Malloy Enterprises, Inc.
Bay Street At Waterfront
Sag Harbor, New York 11963
Valer and Josiah T. Austin 1,250,617 (5)(6) 10.52%
El Coronado Ranch
Star Route Box 395
Pearce, Arizona 85625
Pioneering Management Corporation 1,105,807 (7) 9.31%
60 State Street
Boston, MA 02109
Findim Overseas Ltd. 813,479 6.85%
C/O Findim Investments S.A.
Gradinata Forghee 2
Massagno, Switzerland
(1) Share ownership amounts have been adjusted to reflect two three-for-two stock splits effective October 22, 1992 and July 29,
1993, and a ten percent stock dividend effective February 14, 1994.
(2) Unless otherwise indicated, each person effectively exercises sole voting and dispositive power as to shares reported.
(3) Mr. Malloy beneficially owns and has sole power to vote and dispose of 1,258,497 shares. Does not include 53,322 shares held
by two separate trusts established for the benefit of Mr. Malloy's children, as to which Mr. Malloy disclaims beneficial
ownership. Mr. McManus beneficially owns and has sole power to vote and dispose of 108,090 shares. Messrs. Malloy and McManus
each disclaims beneficial ownership of the shares of common stock beneficially owned by the other.
(4) Includes 29,700 shares which may be acquired by Mr. Malloy pursuant to the 1990 Incentive Stock Option Plan and 100,066
shares which may be acquired by Mr. Malloy pursuant to the 1993 Long-Term Incentive Plan. Also included are 9,966 shares
which may be acquired by Mr. McManus pursuant to the 1988 Incentive Stock Option Plan, 28,051 shares which may be acquired by
Mr. McManus pursuant to the 1990 Incentive Stock Option Plan, and 70,366 shares which may be acquired by Mr. McManus pursuant
to the 1993 Long-Term Incentive Plan.
(5) Does not include 3,975 shares of Common Stock that are beneficially owned by the Clark Family Foundation, Inc., for which
Valer and Josiah T. Austin each serves as a trustee and for which they disclaim beneficial ownership.
(6) Valer and Josiah T. Austin are in the process of filing a change in control application with the Office of Thrift Supervision
as a result of their percentage ownership. They are requesting permission to increase their ownership up to 20%.
(7) Pioneering Management Corporation is an institutional investment manager which has sole or shared investment authority
pursuant to several funds it manages including Pioneer Group Inc. with 326,107 shares, Pioneer Growth Shares, Inc. with
138,700 shares and Pioneer II with 641,000 shares.
</TABLE>
3
<PAGE> 7
PROPOSALS TO BE VOTED ON AT THE ANNUAL MEETING
PROPOSAL 1. ELECTION OF DIRECTORS
Pursuant to the Company's Bylaws, the number of directors of New York
Bancorp is designated by the Board. The Board has designated that the number of
directors of the Company be set at ten (10). At the October, 1995, Board
meeting, the Board of Directors increased the size of the Board from (9) to (10)
and nominated Josiah T. Austin to stand for election at this meeting. Directors
are divided into three classes with the term of office of only one class of
directors expiring in each year. Directors are elected for a term of three years
each and serve until their successors are elected and qualified.
The four nominees proposed for election at the Annual Meeting are Patrick
E. Malloy, III, Michael A. McManus, Jr., Josiah T. Austin and Walter R. Ruddy.
All nominees named are presently directors of New York Bancorp except for Josiah
T. Austin. The Board believes that the nominees will stand for election and will
serve if elected as directors. However, if any person nominated by the Board of
Directors fails to stand for election or is unable to accept election, the
proxies will be voted for the election of such other person or persons as the
Board of Directors may recommend. No person being nominated as a director is
being proposed for election pursuant to any agreement or understanding between
any person and New York Bancorp.
UNLESS AUTHORITY TO VOTE FOR THE NOMINEES IS WITHHELD, IT IS INTENDED THAT
THE SHARES REPRESENTED BY THE ENCLOSED PROXY WILL BE VOTED FOR THE FOUR NOMINEES
NAMED IN THE PROXY STATEMENT.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION
OF ALL NOMINEES NAMED IN THIS PROXY STATEMENT.
INFORMATION WITH RESPECT TO THE NOMINEES, CONTINUING DIRECTORS AND CERTAIN
EXECUTIVE OFFICERS
The following table sets forth, as of the Record Date, the names of and
certain other information concerning the nominees, continuing directors and
certain executive officers, including the amount and percent of Common Stock
beneficially owned by each individual and all directors and executive officers
as a group. Ownership information is based upon information furnished by the
individuals listed in the table.
4
<PAGE> 8
<TABLE>
<CAPTION>
OWNERSHIP
EXPIRATION AMOUNT AND NATURE AS A
OF TERM OF BENEFICIAL PERCENT
NAME, AGE AND BUSINESS EXPERIENCE DIRECTOR AS OWNERSHIP OF OF
FOR PAST FIVE YEARS SINCE DIRECTOR COMMON STOCK (1)(2) CLASS
_______________________________________________________________________________________________________________________________
NOMINEES
<S> <C> <C> <C> <C> <C>
Patrick E. Malloy, III: Age 53 1990 1996 1,388,263 (3)(4) 11.56%
Chairman of the Board of the Company since
October 1991. Director of the Company's wholly
owned subsidiary, Home Federal Savings Bank
(the "Savings Bank") since 1991. Chairman of
the Savings Bank since January 1992. President
of Malloy Enterprises, Inc., a real estate and
investment firm.
Michael A. McManus, Jr.; Age 52 1990 1996 216,473 (3)(5) 1.81%
Director of the Savings Bank since 1991 and
Vice Chairman of the Savings Bank since
October 1991. President and Chief Executive
Officer of the Company since October 1991 and
President and Chief Executive Officer of the
Savings Bank since March 1995. President of
Galway Investment Group from July 1990 to
October 1991 and, from December 1990 to
October 1991, President of Jamcor
Pharmaceuticals. From July 1986 to July 1990,
Mr. McManus was Vice President of Business
Planning and Development, Consumer Division
of Pfizer Inc. and prior thereto, from April 1982
to April 1985, served as Assistant to the President
of the United States. Director of Arrhythmia
Research & Technology Inc., Document Imaging
Systems Corp., National Wireless Holdings, Inc.
and RGB Computer Video Systems.
Josiah T. Austin; Age 48 - - - - - - 1,250,617 (6) 10.52%
Rancher and investor. Owner and operator of
the El Coronado Ranch and Cattle Co. since
1982.
Walter R. Ruddy; Age 72 1987 1996 25,987 (7) .22%
Director of the Savings Bank since 1967 and
Vice Chairman of the Savings Bank since
October 1991. Retired former Administrative
Engineering Manager of Facilities at the Swiss
Bank Corp., New York Branch
</TABLE>
5
<PAGE> 9
<TABLE>
<CAPTION>
OWNERSHIP
EXPIRATION AMOUNT AND NATURE AS A
OF TERM OF BENEFICIAL PERCENT
NAME, AGE AND BUSINESS EXPERIENCE DIRECTOR AS OWNERSHIP OF OF
FOR PAST FIVE YEARS SINCE DIRECTOR COMMON STOCK (1)(2) CLASS
_______________________________________________________________________________________________________________________________
CONTINUING DIRECTORS
<S> <C> <C> <C> <C> <C>
Stan I. Cohen; Age 41 1995 1998 81,239 (8) .68%
Director of Savings Bank since 1995. Senior
Vice President, Controller and Secretary of the
Company since 1991 and Senior Vice President,
Chief Financial Officer and Secretary of the
Savings Bank since 1993. Senior Vice President,
Controller and Secretary of the Savings Bank
from 1991 to 1993. Formerly, First Vice
President, Controller and Secretary of the
Company and Savings Bank. Mr. Cohen is a
certified public accountant.
Geraldine A. Ferraro; Age 60 1993 1997 24,750 (9) .21%
Director of the Savings Bank since 1993. United
States Ambassador to the United Nations
Human Rights Commission since 1994, attorney,
author and lecturer. Managing partner of Keck,
Mahin & Cate law firm from June 1993 through
August 1994. Candidate for U.S. Senate in 1992
and U.S. Vice Presidential Candidate in 1984.
Director of QuesTech, Inc.
Peter D. Goodson; Age 53 1991 1997 24,750 (10) .21%
Director of the Savings Bank since 1991.
President of the Goodson Family Foundation,
serving youth at risk, since July 1992. Formerly,
a Principal of Clayton, Dubilier & Rice, Inc., an
industrial investment firm engaged in purchasing
and managing businesses. Prior thereto, Mr.
Goodson was a member of the Management
Committee and a Managing Director of Kidder,
Peabody & Co., Incorporated.
John E. D. Grunow, Jr.; Age 49 1992 1998 44,750 (9) .38%
Director of the Savings Bank, since 1992.
President and Chairman of the Board of The
Grunow Group Capital Management, Inc., a firm
providing investment banking services.
Previously, Mr. Grunow was Chief Executive
Officer and Chairman of the Board of
International Marine Holdings, Inc., a marine
equipment and accessories firm. Mr. Grunow is
a certified public accountant.
</TABLE>
6
<PAGE> 10
<TABLE>
<CAPTION>
OWNERSHIP
EXPIRATION AMOUNT AND NATURE AS A
OF TERM OF BENEFICIAL PERCENT
NAME, AGE AND BUSINESS EXPERIENCE DIRECTOR AS OWNERSHIP OF OF
FOR PAST FIVE YEARS SINCE DIRECTOR COMMON STOCK (1)(2) CLASS
_______________________________________________________________________________________________________________________________
<S> <C> <C> <C> <C>
Ronald H. McGlynn: Age 52 1990 1998 6,187 .05%
Director of the Savings Bank since 1991.
President of Cramer Rosenthal McGlynn, Inc., a
registered investment advisory firm.
Robert A. Simms; Age 57 1991 1997 55,000 .46%
Director of the Savings Bank since 1991.
Chairman and Chief Executive Officer of Simms
Capital Management, Inc., a registered
investment advisory firm. Chairman of the
Board of Arrhythmia Research & Technology Inc.
NAMED EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Robert J. Anrig, Age 47 ----- ----- 7,222 (11) .06%
First Vice President / Lending of the Company
and the Savings Bank.
Edward Steube, Age 51 ----- ----- 7,524 (12) .06%
First Vice President / Business Development of
the Company and the Savings Bank
All nominees, directors and executive officers as
a group (fifteen persons) ----- ----- 3,166,503 (13) 25.85%
(1) Share ownership amounts have been adjusted to reflect two three-for-two stock splits effective October 22, 1992 and July 29,
1993, and a ten percent stock dividend effective February 14, 1994.
(2) Unless otherwise indicated, each person effectively exercises sole (or shared with spouse) voting and dispositive power as to
shares reported.
(3) See "Security Ownership of Certain Beneficial Owners."
(4) Does not include 53,322 shares held by two separate trusts established for the benefit of Mr. Malloy's children, as to which
Mr. Malloy disclaims beneficial ownership. Includes 29,700 and 100,066 shares which may be acquired pursuant to presently
excercisable stock options under the 1990 Incentive Stock Option Plan and the 1993 Long-Term Incentive Plan, respectively.
(5) Includes 9,966 shares which may be acquired pursuant to presently exercisable stock options under the 1988 Incentive Stock
Option Plan, 28,051 shares which may be acquired pursuant to presently exercisable stock options under the 1990 Incentive
Stock Option Plan, and 70,366 shares which may be acquired pursuant to presently exercisable stock options under the 1993
Long-Term Incentive Plan.
(6) Does not include 3,975 shares of Common Stock that are beneficially owned by the Clark Family Foundation, Inc., for which
Valer and Josiah T. Austin each serves as a trustee and for which they disclaim beneficial ownership.
(7) Does not include 7,848 shares owned by Mr. Ruddy's wife and 4,1OO shares owned by Mr. Ruddy's children and grandchildren, as
to all of which Mr. Ruddy disclaims beneficial ownership.
(8) Includes 4,950 shares which may be aquired pursuant to presently exercisable stock options under the 1990 Incentive Stock
Option Plan and 28,983 shares which may be acquired pursuant to presently exercisable stock options under the 1993 Long-Term
Incentive Plan.
(footnotes continued on next page)
</TABLE>
7
<PAGE> 11
<TABLE>
<CAPTION>
<S> <C>
(9) Includes 24,750 shares which may be acquired pursuant to presently exercisable stock options under the 1993 Stock Option Plan
for Outside Directors.
(10) Includes 24,750 shares which may be acquired pursuant to presently exercisable stock options under the 1990 Stock Option Plan
for Outside Directors.
(11) Includes 3,713 shares which may be acquired pursuant to presently exercisable stock options under the 1990 Incentive Stock
Option Plan and 3,100 shares which may be acquired pursuant to presently exercisable stock options under the 1993 Long-Term
Incentive Plan.
(12) Includes 7,524 shares which may be acquired pursuant to presently exercisable stock options under the 1993 Long-Term
Incentive Plan.
(13) Includes 2,799,060 shares owned by the directors and executive officers and 367,443 shares which may be acquired by the
directors and executive officers pursuant to presently exercisable stock options under the Company's stock option plans.
</TABLE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Company's officers (as defined in regulations promulgated by the
SEC thereunder) and directors, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the SEC and the New York Stock Exchange.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on a review of copies of such reports of ownership furnished
to the Company, or written representations that no forms were necessary, the
Company believes that during the past fiscal year all filing requirements
applicable to its officers, directors and greater than ten percent beneficial
owners were complied with except for two transactions for which Mr. Dennis
Hodne, a First Vice President of the Savings Bank and Company, failed to timely
report on Forms 4, both of which transactions were subsequently disclosed on
Forms 4.
BOARD OF DIRECTORS MEETINGS AND COMMITTEES
During the fiscal year ended September 30, 1995, the Board of Directors of
the Company held 14 meetings. No director of the Company attended fewer than 75%
of the total meetings of the Board of Directors and committees on which such
Board member served during the 1995 fiscal year. The following information is
provided as to certain committees of the Company.
The members of the Executive Committees of the Company and the Savings Bank
are Messrs. Patrick E. Malloy, III, Michael A. McManus, Jr. and Stan I. Cohen.
Mr. Malloy is Chairman of both Committees. The Committees generally meet as
needed, as called for by the Chairman. The Executive Committee of the Savings
Bank approves loan proposals in excess of predetermined amounts. The Company and
Savings Bank Executive Committees met 4 and 19 times, respectively, during the
fiscal year ended September 30, 1995.
The Audit Committees of the Company and the Savings Bank consist solely of
outside directors. The Committees review the independent auditors' report,
regulatory examination reports and internal audit reports. Messrs. John E.D.
Grunow, Jr., Ronald H. McGlynn and Walter R. Ruddy are members of the Company's
Audit Committee and also serve on the Savings Bank's Audit Committee. Mr. Grunow
is Chairman of both Committees. During the fiscal year ended September 30, 1995,
the Company and Savings Bank Audit Committees met 14 and 7 times, respectively.
8
<PAGE> 12
The Compensation Committees of the Company and the Savings Bank are
comprised solely of outside directors. The Committees are responsible for
establishing compensation and benefit policies. Messrs. Peter D. Goodson, Ronald
H. McGlynn and Robert A. Simms are members of the Company's Compensation
Committee and also serve on the Savings Bank's Compensation Committee with Mr.
Donald T. Lutz, a director of the Savings Bank. Mr. Goodson is Chairman of both
Committees. During the year ended September 30, 1995, the Company and Savings
Bank Compensation Committees met 3 and 6 times, respectively.
The Nominating Committees of the Company and the Savings Bank consist of
Mr. Michael A. McManus, Jr., Ms. Geraldine A. Ferraro and Messrs. Peter D.
Goodson and Patrick E. Malloy, III. Mr. McManus is Chairman of both Committees.
During the fiscal year ended September 30, 1995, the Nominating Committees met
one time each. While the Board of Directors will consider nominees recommended
by shareholders, it has not actively solicited recommendations from shareholders
for nominees nor established any procedures for this purpose.
DIRECTORS' COMPENSATION
Directors' Fees. Directors who are officers of the Company or the Savings
Bank are not paid an additional fee for their services as directors or
attendance at meetings of the Board of the Company or the Savings Bank or
committees thereof. During the fiscal year ended September 30, 1995, Directors
of the Company and Savings Bank received an annual fee of $18,000 and $750 for
each Board meeting attended, and received $300 for each committee meeting
attended. Effective June, 1995 the fee schedule changed to be $500 for each
Board or Committee meeting attended.
Directors' Stock Option Plans. The Board of Directors of the Company has
adopted the New York Bancorp Inc. 1993 Stock Option Plan for Outside Directors
(the "Directors' Option Plan"), which provides for the automatic one-time grant
of non-statutory stock options to purchase 24,750 shares of Common Stock at the
fair market value on the date of grant to each outside director who did not
serve as a member of the Board prior to December 31, 1992. The exercise price
per share of each option is the fair market value of the shares of Common Stock
on the date the option is granted. Options become exercisable one year from the
date of grant and expire upon the earlier of five years following the date of
grant or one month following the date the optionee ceases to serve as a director
for any reason other than removal for cause.
EXECUTIVE COMPENSATION
THE REPORT OF THE COMPENSATION COMMITTEE AND THE STOCK PERFORMANCE GRAPH SHALL
NOT BE DEEMED INCORPORATED BY REFERENCE BY ANY GENERAL STATEMENT INCORPORATING
BY REFERENCE THIS PROXY STATEMENT INTO ANY FILING UNDER THE SECURITIES ACT OF
1933 (THE "SECURITIES ACT") OR THE EXCHANGE ACT, EXCEPT TO THE EXTENT THAT NEW
YORK BANCORP SPECIFICALLY INCORPORATES THIS INFORMATION BY REFERENCE, AND SHALL
NOT OTHERWISE BE DEEMED FILED UNDER SUCH ACTS.
Report of the Compensation Committee on Executive Compensation
Under rules established by the SEC, the Company is required to provide
certain data and information with regard to the compensation and benefits
provided to the Company's Chief Executive Officer and other executive officers
9
<PAGE> 13
of the Company. The disclosure requirements for the Chief Executive Officer and
such executive officers include the use of tables and a report explaining the
rationale and considerations that led to fundamental compensation decisions
affecting those individuals. In fulfillment of this requirement, the
Compensation Committee of the Company, at the direction of the Board of
Directors, has prepared the following report for inclusion in this proxy
statement.
General. The Compensation Committee of the Board of Directors of New York
Bancorp is responsible for establishing the Company's compensation and benefits
policy with regard to its executive officers. The Committee is comprised of
three outside Directors. It is the Company's policy that none of the members of
the Compensation Committee may be an officer or employee of the Company or any
of its subsidiaries.
Compensation Philosophy. The executive compensation program is structured
to attract, motivate and retain highly competent individuals who will promote
the growth and profitability of the Company. In order to achieve this objective,
New York Bancorp provides executive officers with a competitive compensation and
benefits package tied to Company performance. Although this type of compensation
program results in greater variability of an individual executive's compensation
from year to year, it promotes the long-term goals of the Company.
The executive compensation program provides for competitive base salaries,
annual incentive bonuses linked to pre-established financial goals, and
long-term stock incentives designed to promote equity ownership in the Company
by its executive officers. The compensation mix is highly geared towards the
financial performance of the Company and up to 50% of total annual cash
compensation might be at risk as a result. The following is a discussion of each
of the components of the executive compensation program.
Base Salary. In establishing salary levels for executive officers, factors
such as individual performance, salary levels for comparable positions at
institutions within the Company's peer group, and market conditions are
considered. Executive salaries are reviewed annually. Salary levels are designed
to be competitive with the Company's peer group. New York Bancorp's peer group
is comprised of savings institutions in New York State with between $1 billion
and $5 billion in total assets. Companies in the peer group used for
establishing compensation levels are different than the companies in the peer
group used for comparing stock market performance. The former is a more narrowly
defined group that is indicative of the Company's operating and economic
environments. Although the Committee's decisions are discretionary and no
specific formula is used for decision making, salary increases are aimed at
reflecting the overall performance of the Company and the performance of the
individual.
Incentive Bonus. Annual incentive bonus awards to executive officers are
granted after an assessment of the Company's performance for the year both
individually and compared to its peer group, in light of the economic,
competitive and regulatory environment and compared to pre-established financial
performance measures of the Company. In addition, non-quantitative factors such
as customer satisfaction and employee morale under the executive's leadership
are considered. The executives are grouped into four categories for the purposes
of incentive bonus awards, with a greater proportion of the compensation of the
highest level executive officers tied to performance through the bonus.
The primary criterion for establishing the aggregate level of the incentive
bonus pool is the Company's return on average shareholders' equity for the prior
fiscal year, exclusive of nonrecurring items. Such core return on average
shareholders' equity ratios are stratified into ranges with contributions to the
bonus pool dependent upon the range within which the actual ratio falls. A
higher ratio commands a higher contribution to the bonus pool. Other measures of
Company performance, such as earnings per share, core earnings, book value per
share and return on average assets are evaluated on a historical basis,
10
<PAGE> 14
exclusive of nonrecurring items, in order to evaluate the appropriateness of the
incentive bonus pool, and are weighed by the Committee.
For the fiscal year 1995, the Committee's analysis considered the core
earnings for the year reflective of, both the Company without giving effect to
and giving effect to on a pooling basis, the acquisition during the year of
Hamilton Bancorp, Inc., exclusive of the costs attributable to such acquisition.
In addition, the Committee considered the performance of the Company subsequent
to the acquisition, including the integration of the merged entity with the
Company and the cost savings realized on combined operations. The Committee also
considered other actions taken by management during the year to build the
Company's franchise, particularly the opening of the two new supermarket
branches.
Although the Committee has discretion in awarding bonuses, such awards are
aimed at reflecting the overall performance of the Company as well as the
performance of the individual.
Long-Term Incentives. The Company's long-term incentive program for
executive officers consists of stock options, stock appreciation rights and
stock awards. The program is designed to advance the interests of the Company
and to increase shareholder value by providing executive officers with a
proprietary interest in the growth and performance of the Company and with
incentives for continued service. Grants under the program are dependent on
pre-determined financial goals, as previously mentioned.
Compensation of Chief Executive Officer. Mr. McManus's bonus and long-term
incentive awards were earned pursuant to the same plans made available to other
executive officers, with the same criteria used in establishing amounts of
awards. Mr. McManus's salary for 1995 was $265,000, a 9.3% increase from his
annual salary of $242,550 in 1994. Pursuant to its analysis discussed above
under "Incentive Bonus," the Committee increased the bonus paid to Mr. McManus
for the year 10.1% from $335,000 in 1994 to $369,000 in 1995 and he was granted
56,000 stock options (see Option Grants in Last Fiscal Year table).
The Compensation Committee
Peter D. Goodson, Chairman
Ronald H. McGlynn
Robert A. Simms
11
<PAGE> 15
Stock Performance Graph
The following graph shows a five year comparison of cumulative total
shareholder return on the Company's Common Stock, based on the market price of
the Common Stock, and assuming reinvestment of dividends, with the cumulative
total return of a peer group consisting of institutions comprising the Value
Line Thrift Index, the SNL Thrift Index and the S&P 500 Index. The Company
previously has used the Value Line Thrift Index for its peer group index.
However, the Company intends to use the SNL Thrift Index as its peer group index
in the future. The Company believes that the SNL Thrift Index consists of
institutions which more accurately represent the Company's peer group.
[GRAPH APPEARS HERE]
New York Bancorp Inc. Stock Performance Graph
The data points depicted on the graph are as follows:
<TABLE>
<CAPTION>
09/28/90 09/30/91 09/30/92 09/30/93 09/30/94 09/30/95
________ ________ ________ ________ ________ ________
<S> <C> <C> <C> <C> <C> <C>
New York Bancorp Inc. 100.00 143.00 352.00 598.00 629.00 652.00
S&P 500 Total Return 100.00 130.73 145.17 164.05 169.76 215.67
SNL Thrift Index 100.00 154.52 181.24 284.86 314.29 413.85
Peer Group 100.00 170.00 160.00 193.00 198.00 263.00
A. The lines represent yearly index levels derived from compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market capitalization on the previous trading day.
C. If the yearly interval, based on the fiscal year-end, is not a trading day, the preceding trading day is used.
D. The index level for all series was set to $100.00 on 9/28/90.
</TABLE>
12
<PAGE> 16
Summary Compensation Table
The following table sets forth the compensation paid by the Company and its
wholly-owned subsidiary for services rendered during the fiscal years ended
September 30, 1995, 1994, and 1993, to the Chief Executive Officer, the four
highest paid executive officers who received salary and bonus in excess of
$100,000, and a former executive officer of the Company who resigned during the
1995 fiscal year (the "Named Executive Officers").
<TABLE>
<CAPTION>
LONG TERM
ANNUAL COMPENSATION COMPENSATION (4)
__________________________________________ _________________________________
SECURITIES
OTHER ANNUAL RESTRICTED UNDERLYING ALL OTHER
NAME AND SALARY BONUS COMPEN- STOCK OPTIONS/ COMPEN-
PRINCIPAL POSITION YEAR $ (1) $ (2) SATION $ (3) AWARDS $ SARS # (5) ATION $ (6)
_____________________________ __________ ___________ _____________ ________________ ________________ ________________ ___________
<S> <C> <C> <C> <C> <C> <C> <C>
Michael A. McManus, Jr. 1995 265,000 369,000 - - - - - - 56,000 31,722
President, Chief Executive 1994 242,550 335,000 - - - - - - 49,500 30,963
Officer 1993 231,000 300,000 - - - - - - 59,400/ 39,815
59,400
Patrick E. Malloy, III 1995 125,000 369,000 - - - - - - 56,000 24,719
Chairman of the Board 1994 105,000 335,000 - - - - - - 49,500 22,903
1993 100,000 300,000 - - - - - - 59,400/ 30,000
59,400
Stan I. Cohen, 1995 165,000 213,000 - - - - - - 35,000 18,916
Senior Vice President, 1994 148,838 192,500 - - - - - - 33,000 18,347
Controller, Secretary 1993 141,750 165,000 - - - - - - 19,800/ 23,000
19,800
Edward J. Steube 1995 130,000 95,000 - - - - - - 8,000 11,260
First Vice President/ 1994 120,000 80,000 - - - - - - 1,100 7,611
Banking Services 1993 100,000 85,000 - - - - - - 4,125 3,750
Robert J. Anrig 1995 136,282 25,000 - - - - - - 6,000 3,879
First Vice President/ 1994 129,792 20,000 - - - - - - 1,650 8,607
Lending 1993 124,800 12,000 - - - - - - - - - 4,500
Gerald E. Lundgren (7) 1995 108,325 - - - - - - - - - 18,000 17,542
Executive Vice President, 1994 231,525 237,500 - - - - - - 38,500 25,442
Chief Financial Officer 1993 220,500 210,000 - - - - - - 29,700/ 32,278
29,700
(1) Includes amounts deferred by the individual pursuant to the Savings Bank's 401(k) Plan and Deferred Compensation Plan.
(2) Includes bonuses awarded pursuant to the Savings Bank's incentive bonus plan. Criteria for receiving such bonuses are
discussed under "Report of the Compensation Committee on Executive Compensation."
(3) For fiscal 1995, there were no (a) perquisites amounting to the lesser of $50,000 or 10% of the individual's total salary and
bonus for the year; (b) payments of above market or preferential earnings on deferred compensation; (c) payments of earnings
with respect to long term incentive plans prior to settlement or maturity; (d) tax payment reimbursements; or (e)
preferential discounts on stock.
(4) References to share amounts and per share prices have been adjusted to reflect two three-for-two stock splits effective
October 22, 1992 and July 29, 1993 and a ten percent stock dividend effective February 14, 1994.
(footnotes continued on next page)
</TABLE>
13
<PAGE> 17
<TABLE>
<CAPTION>
<S> <C>
(5) The Company maintains various stock option and long-term incentive plans which provide for the award of stock options and
stock appreciation rights. See "Stock Option Plans."
(6) Includes amounts contributed by the Savings Bank on behalf of the named individuals pursuant to the Saving Bank's 401(k)Plan
and Executives Supplemental Benefits Plan. For fiscal 1995, the amounts contributed by the Savings Bank pursuant to the
401(k) Plan and Executives Supplemental Benefits Plan were respectively $4,620 and $27,102 for Mr. McManus; $4,880 and
$19,890 for Mr. Malloy; $4,620 and $14,296 for Mr. Cohen; $2,300 and $1,579 for Mr. Anrig; $4,625 and $6,635 for Mr. Steube.
(7) Gerald E.Lundgren resigned his position as Director, Executive Vice President and Chief Financial Officer of the Company and
Director, President and Chief Executive Officer of the Savings Bank as of March 6, 1995.
</TABLE>
Stock Option Plans
The Company maintains several stock option plans which provide for
discretionary option awards to officers and key employees of the Company and
Savings Bank as determined by the Compensation Committee. The following table
lists all grants of options under such plans to the Named Executive Officers for
fiscal 1995 and contains certain information regarding potential value of those
options based upon certain assumptions as to the appreciation of the Company's
stock over the life of the option.
<TABLE>
<CAPTION>
Option/SAR Grants in Last Fiscal Year
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS (1) FOR OPTION/SAR TERM (4)
________________________________________________________________________________________________ _________________________
PERCENTAGE OF
NUMBER OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED # (2) FISCAL YEAR $/SHARE (3) DATE 5% $ 10% $
___________________________ _________________ _________________ ______________ _____________ __________ ____________
<S> <C> <C> <C> <C> <C> <C>
Michael A. McManus, Jr. 23,000 10.0% $ 18.875 01/24/05 $ 273,018 $ 691,833
33,000 14.3% 20.125 08/31/05 417,664 1,058,444
Patrick E. Malloy, III 23,000 10.0% 18.875 01/24/05 273,018 691,833
33,000 14.3% 20.125 08/31/05 417,664 1,058,444
Stan I. Cohen 16,000 7.0% 18.875 01/24/05 189,926 481,310
19,000 8.3% 20.125 08/31/05 240,474 609,407
Edward J. Steube 8,000 3.5% 18.875 01/24/05 94,963 240,655
Robert J. Anrig 6,000 2.6% 18.875 01/24/05 71,222 180,491
Gerald E. Lundgren (5) 18,000 7.8% 18.875 01/24/05 213,667 541,474
(1) References to share amounts and per share prices have been adjusted to reflect two three-for-two stock splits effective
October 22, 1992 and July 29, 1993 and a ten percent stock dividend on February 14, 1994.
(2) Options granted to Named Executive Officers vest 33 1/3 per cent per annum commencing January 26, 1996 and August 31, 1996
and are for a term of ten years. All options become 100% exercisable upon death, disability, retirement or a change in
control of the Company or Savings Bank, as defined under the plans. In addition, the vesting of non-statutory stock options
may be accelerated by the Compensation Committee.
(3) The purchase price may be made in whole or in part through the surrender of previously held shares of Common Stock.
(footnotes continued on next page)
</TABLE>
14
<PAGE> 18
<TABLE>
<CAPTION>
<S> <C>
(4) The amounts represent certain assumed rates of appreciation only. Actual gains, if any, on stock option and SAR exercises and
Common Stock holdings are dependent on the future performance of the Common Stock and overall market conditions. There can be
no assurance that the amounts reflected in this table will be realized.
(5) Gerald E. Lundgren resigned his position as Director, Executive Vice President and Chief Financial Officer of the Company and
Director, President and Chief Executive Officer of the Savings Bank as of March 6, 1995.
</TABLE>
The following table shows options exercised by the Named Executive Officers
during fiscal 1995, including the aggregate value of gains realized on the date
of exercise. Also reported are the number of shares of Common Stock represented
by outstanding stock options held by the Named Executive Officers as of
September 30, 1995, and values for "in-the-money" options, which represent the
positive spread between the year-end market value of the Common Stock and the
exercise price of any existing stock options.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year and Fiscal Year-End Option/SAR Values (1)
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS OPTIONS/SARS
AT FISCAL YEAR-END # AT FISCAL YEAR-END $ (5)
____________________________ ________________________
NUMBER
OF SHARES
ACQUIRED
ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE REALIZED $ UNEXERCISABLE UNEXERCISABLE
_______________________________ _________________ ___________________ ______________________________ _______________________
<S> <C> <C> <C> <C> <C> <C> <C>
Michael A. McManus, Jr. 25,608 $ 308,233 (3) 64,417/ 108,800 $ 378,359/ 187,480
39,600/ 19,800 244,174/ 122,087
Patrick E. Malloy, III - - - - - - 85,800/ 108,800 614,826/ 187,480
- - - - - - 39,600/ 19,800 244,174/ 122,087
Stan I. Cohen 14,975 119,825 (4) 11,000/ 63,600 17,006/ 84,708
- - - - - - 13,200/ 6,600 81,391/ 40,696
Robert J. Anrig - - - - - - 4,262/ 7,100 43,993/ 5,451
Edward J. Steube - - - - - - 3,116/ 10,109 17,522/ 14,613
Gerald E. Lundgren (2) 27,225 191,357 (6) - - - - - -
19,800 110,949 (7) - - - - - -
(1) References to share amounts and per share prices have been adjusted to reflect two three-for-two stock splits effective
October 22, 1992 and July 29, 1993 and a ten percent stock dividend effective February 14, 1994.
(2) Gerald E. Lundgren resigned his position as Director, Executive Vice President and Chief Financial Officer of the Company and
Director, President and Chief Executive Officer of the Savings Bank as of March 6, 1995.
(3) Market value of underlying Common Stock at date of exercise of 9,900 options, $19.75 per share, less the exercise price of
$7.879 per share; the market value of underlying Common Stock at date of exercise of 5,808 options, $19.75 per share, less
the exercise price of $7.575 per share; and the market value of underlying Common Stock at date of exercise of 9,900 options,
$20.00 per share, less the exercise price of $7.879 per share.
(4) Market value of underlying Common Stock at date of exercise of 9,200 options, $18.75 per share, less the exercise price of
$13.334 per share; market value of underlying Common Stock at date of exercise of 5,775 options, $20.00 per share, less the
exercise price of $7.879 per share.
(footnotes continued on next page)
</TABLE>
15
<PAGE> 19
<TABLE>
<CAPTION>
<S> <C>
(5) Represents the difference between the market value of the underlying Common Stock of $19.50 per share at September 30, 1995
and a weighted average exercise price of $13.626 per share for exercisable options and $17.027 per share for unexercisable
options for Mr. McManus; $12.334 per share for exercisable options and $17.027 per share for unexercisable options for Mr.
Malloy; $17.954 per share for exercisable options and $17.601 per share for unexercisable options for Mr. Cohen; $9.179 per
share for exercisable options and $18.732 per share for unexercisable options for Mr. Anrig; and $13.877 per share for
exercisable options and $18.054 per share for unexercisable options for Mr. Steube.
(6) Market value of underlying Common Stock at date of exercise of 27,225 options, $18.875 per share, less the exercise price of
$13.334 per share for 19,800 options and $7.879 per share for 7,425 options.
(7) Market value of underlying Common Stock at date of exercise of 9,900 SARs, $18.875 per share, less the exercise price of
$13.334 per share; market value of underlying Common Stock at date of exercise of 9,900 SARs, $19.00 per share, less the
exercise price of $13.334 per share.
</TABLE>
Retirement Plan
The Savings Bank maintains the Retirement Plan of Home Federal Savings Bank
("Retirement Plan"), which is a defined benefit pension plan, for the benefit of
employees of the Savings Bank. The table below presents annual benefits under
the Retirement Plan assuming retirement during 1995 at various levels of
compensation and years of credited service. The table includes benefits payable
under the Home Federal Savings Bank Supplemental Executive Retirement Plan (the
"SERP"), which is intended to restore benefits that otherwise would be reduced
pursuant to limitations contained in the Internal Revenue Code.
<TABLE>
<CAPTION>
AMOUNT OF ANNUAL RETIREMENT BENEFIT AT AGE 62 WITH CREDITED SERVICE OF: (1)(2)(3)
________________________________________________________________________________________________
FINAL AVERAGE
SALARY 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
______________________ ________________ ________________ _________________ _______________ ______________
<S> <C> <C> <C> <C> <C>
$ 125,000 $ 14,925 $ 19,900 $ 24,875 $ 29,850 $ 29,850
150,000 18,675 24,900 31,125 37,350 37,350
175,000 22,425 29,900 37,375 44,850 44,850
200,000 26,175 34,900 43,625 52,350 52,350
225,000 29,925 39,900 49,875 59,850 59,850
250,000 33,675 44,900 56,125 67,350 67,350
300,000 41,175 54,900 68,625 82,350 82,350
400,000 56,175 74,900 93,625 112,350 112,350
450,000 63,675 84,900 106,125 127,350 127,350
500,000 71,175 94,900 118,625 142,350 142,350
550,000 78,675 104,900 131,125 157,350 157,350
600,000 86,175 114,900 143,625 172,350 172,350
650,000 93,675 124,900 156,125 187,350 187,350
700,000 101,175 134,900 168,625 202,350 202,350
(1) The Retirement Plan defines compensation as total annual compensation, which includes salary, bonus and certain benefits
pursuant to the SERP that are currently taxable to the individual. These components are included in the Summary Compensation
Table.
(2) The years of credited service which the following executive officers would have if they remain with the Company to age 62 are
as follows: Mr. McManus (13 years); Mr. Malloy (13 years); Mr. Cohen (30 years) Mr. Anrig (18 years) and Mr. Steube (13
years). Current annual earnings are disclosed in the Summary Compensation Table.
(3) The benefits are computed on a straight line annuity basis and are not subject to any deduction for Social Security or any
other offset amounts.
(4) The benefits shown on the above Table reflect the new benefit formula adopted effective January 1, 1995, for both past and
future service. Benefits accrued under the prior formula were grandfathered as of December 31, 1994.
</TABLE>
16
<PAGE> 20
TRANSACTIONS WITH CERTAIN RELATED PERSONS
The Savings Bank has made loans to its directors, officers and parties
related to them. All loans to directors and officers were made in the ordinary
course of business, were made on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons, and did not involve more than the normal risk
of collectibility or present other unfavorable features.
PROPOSAL 2. RATIFICATION OF INDEPENDENT ACCOUNTANTS
The independent accountants for the Company and the Savings Bank for the
fiscal year ended September 30, 1995 were KPMG Peat Marwick LLP. The Company's
Board of Directors has reappointed KPMG Peat Marwick LLP to continue as
independent accountants for New York Bancorp and Home Federal for the fiscal
year ending September 30, 1996, subject to ratification of such appointment by
the shareholders. Representatives of KPMG Peat Marwick LLP are expected to
attend the Annual Meeting. They will be given an opportunity to make a statement
if they desire to do so and will be available to respond to appropriate
questions from shareholders present at the Annual Meeting.
UNLESS MARKED TO THE CONTRARY, THE SHARES REPRESENTED BY THE ENCLOSED PROXY
WILL BE VOTED FOR THE RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
RATIFICATION OF THE APPOINTMENT OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT ACCOUNTANTS OF THE COMPANY.
SHAREHOLDER PROPOSALS
To be considered for presentation at the next annual meeting of
shareholders, a shareholder proposal must be received by the Secretary at the
offices of the Company at the address set forth on the first page of this Proxy
Statement, not later than August 16, 1996. Any such proposal will be subject to
Proxy Rule 14a-8 of the rules and regulations of the Securities and Exchange
Commission.
NOTICE OF BUSINESS TO BE CONDUCTED AT AN ANNUAL MEETING
The Bylaws of the Company provide an advance notice procedure for certain
business, or nominations to the Board of Directors, to be brought before the
Annual Meeting. In order for a shareholder to properly bring business before the
Annual Meeting or to propose a nominee to the Board, the shareholder must give
written notice to the Secretary of the Company not less than thirty (30) days
before the time originally fixed for such meeting; provided, however, that in
the event that less than forty (40) days notice or prior public disclosure of
the date of the meeting is given or made to shareholders, notice by the
shareholder to be timely must be received not later than the close of business
on the tenth day following the day on which such notice of the date of the
Annual Meeting was mailed or such public disclosure was made. The notice must
17
<PAGE> 21
include the shareholder's name, record address and number of shares owned by the
shareholder, and describe briefly the proposed business, the reasons for
bringing the business before the Annual Meeting and any material interest of the
shareholder in the proposed business. In the case of nominations to the Board,
certain information regarding the nominee must be provided.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE ANNUAL MEETING
The Board of Directors knows of no business which may be presented for
consideration at the Annual Meeting other than as stated in the Notice of Annual
Meeting of Shareholders. If other matters are properly brought before the Annual
Meeting, it is the intention of the persons named in the accompanying Proxy Card
to vote the shares represented thereby on such matters in accordance with their
best judgment.
By Order of the Board of Directors
/s/ Stan I. Cohen
Douglaston, New York Stan I. Cohen
December 14, 1995 Secretary
SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
WHETHER OR NOT YOU HAD PLANNED TO ATTEND THE ANNUAL MEETING, YOU ARE REQUESTED
TO SIGN AND PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
18
<PAGE> 22
PROXY
[FRONT SIDE]
________________________________________________________________________________
NEW YORK BANCORP, INC.
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF NEW YORK BANCORP INC.
For Use Only at the Annual Meeting of Shareholders to be Held on
January 23, 1996 and at any Adjournments or Postponements Thereof
The undersigned hereby appoints John E. D. Grunow, Jr. and Robert A. Simms,
or either of them, with full power of substitution, to act as attorneys and
proxies for the undersigned, and to vote all shares of common stock of New York
Bancorp Inc. (the "Company"), which the undersigned is entitled to vote, at the
Annual Meeting of Shareholders to be held at the Adria Conference Center, 220-33
Northern Boulevard, Bayside, New York on Tuesday, January 23. 1996, at 10:00
a.m. and all adjournments or postponements thereof, on the matters set forth
below, as follows:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2
1. Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as written to (to vote for all nominees
the contrary below) listed below)
Josiah T. Austin, Patrick E. Malloy, III, Michael A. McManus, Jr.
and Walter R. Ruddy
(to withhold authority to vote for any individual nominee,
write the nominee's name on the line below)
________________________________________________________________________________
2. Ratification of the appointment of KMPG Peat Marwick, LLP as independent
accountants for the fiscal year ending September 30, 1996.
/ /FOR / /AGAINST / /ABSTAIN
- --------------------------------------------------------------------------------
[BACKSIDE]
Undersigned further gives John E. D. Grunow, Jr. and Robert A. Simms, or
either of them, with full power of substitution, authority in their discretion
to vote upon such other business as may properly come before the Annual Meeting
or any adjournments or postponements thereof.
The proxy is revocable and, when properly executed will be voted in the
manner directed herein by the undersigned. IF NO DIRECTIONS ARE MADE, THIS PROXY
WILL BE VOTED "FOR" EACH OF THE NOMINEES LISTED ON THE REVERSE SIDE AND "FOR"
PROPOSAL 2.
The undersigned acknowledges receipt of Notice of Annual Meeting of
Shareholders and accompanying Proxy Statement, both dated December 14, 1995
Date:__________________________________________________
_______________________________________________________
Signature
_______________________________________________________
Signature
Please sign exactly as your name appears on this proxy.
Joint owners should each sign personally. If signing as
attorney, executor, administrator, trustee or guardian,
please include your full title. Corporate proxies
should be signed by an authorized officer.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
POSTAGE-PREPAID ENVELOPE.
