SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MERCHANTS NEW YORK BANCORP, INC.
(Name of Registrant as Specified in Charter)
Karen Deitz, Acting Corporate Secretary
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on the table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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[ ] 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE>
[Logo] Merchants New York Bancorp
275 Madison Avenue
New York, New York 10016
(212) 973-6600
-----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1996
------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of Merchants New York Bancorp, Inc. (the "Company"), the holding
company for The Merchants Bank of New York (the "Bank"), will be held on April
30, 1996, at 12 o'clock Noon, local time.
The location of the Meeting will be The Harmonie Club, 4 East 60th Street,
New York, 10022. The Meeting will be held for the following purposes:
1. To elect twelve directors to serve until the next Annual Meeting of
Stockholders and/or until their successors are elected and qualified;
and
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The Board of Directors has fixed March 27, 1996, as the record date for the
determination of the stockholders entitled to notice of, and to vote at, the
Meeting and any adjournments thereof. Only those stockholders of record of the
Company as of the close of business on that date will be entitled to vote at the
Meeting or any adjournments thereof.
By order of the Board of Directors
/s/ Spencer B. Witty
Spencer B. Witty
Chairman of the Board
/s/ James G. Lawrence
James G. Lawrence
President and Chief Executive Officer
/s/ Karen L. Deitz
Karen L. Deitz
Acting Corporate Secretary
NEW YORK, NEW YORK
March 28, 1996
YOU ARE CORDIALLY INVITED TO ATTEND THIS MEETING. IT IS IMPORTANT THAT YOUR
SHARES BE REPRESENTED REGARDLESS OF THE NUMBER YOU OWN. IF YOU WILL BE UNABLE TO
BE PRESENT AT THE MEETING OR EVEN IF YOU ANTICIPATE THAT YOU WILL ATTEND, PLEASE
SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE
WITHOUT DELAY. YOU WILL BE MOST WELCOME AT THE MEETING AND MAY THEN VOTE IN
PERSON IF YOU SO DESIRE, EVEN THOUGH YOU MAY HAVE EXECUTED AND RETURNED THE
PROXY. ANY STOCKHOLDER WHO EXECUTES SUCH A PROXY MAY REVOKE IT AT ANY TIME
BEFORE IT IS EXERCISED. YOUR PROMPT RETURN OF YOUR PROXY WILL HELP AVOID THE
COST OF FURTHER SOLICITATIONS. FOR CERTAIN ADDITIONAL FINANCIAL INFORMATION,
AVAILABLE WITHOUT CHARGE, YOU MAY CONTACT KAREN L. DEITZ AT THE COMPANY OR CALL
(212) 973-6600.
<PAGE>
[Logo] Merchants New York Bancorp
275 Madison Avenue
New York, New York 10016
(212) 973-6600
-----------------
PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 30, 1996
-----------------
INFORMATION CONCERNING SOLICITATION AND VOTING
General
This statement is furnished in connection with the solicitation by the
Board of Directors of Merchants New York Bancorp (the "Company"), holding
company for The Merchants Bank of New York (the "Bank"), of proxies to be used
at the Annual Meeting of Stockholders (the "Meeting") of the Company on April
30, 1996, and any adjournments thereof.
The location and time of the Meeting will be The Harmonie Club, 4 East 60th
Street, New York, New York 10022, at 12 o'clock Noon, local time. The Meeting
will be held for the following purposes:
1. To elect twelve directors to serve until the next Annual Meeting of
Stockholders and/or until their successors are elected and qualified;
and
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
This proxy statement, the accompanying notice of annual meeting and proxy
and the Company's annual report to stockholders containing the Company's
financial statements for the year ended December 31, 1995 are being mailed to
stockholders on or about March 28, 1996.
Record Date and Principal Stockholders
Stockholders of record at the close of business on March 27, 1996 (the
"Record Date") are entitled to notice of, and to vote at, the Meeting and any
adjournments thereof. On the Record Date, the Company had outstanding entitled
to vote 4,982,323 shares of common stock, par value $.001 per share (the "Common
Stock"). For information regarding security ownership by management and certain
other holders of the Company's Common Stock, see "Security Ownership of Certain
Beneficial Owners and Management."
Revocability of Proxies
A proxy is enclosed for use at the Meeting. Each stockholder is urged to
complete and return the enclosed proxy immediately, even if attendance in person
at the Meeting is anticipated. The proxy may be revoked by the stockholder at
any time before it is voted by delivering to the Secretary of the Company a
notice of revocation or a duly executed proxy bearing a later date. Any proxy
may also be revoked by (i) the stockholder's attendance at the Meeting, (ii)
filing a written notice of revocation with the Secretary of the Meeting, and
(iii) voting in person. The presence of a stockholder at the Meeting will not
automatically revoke that stockholder's proxy. All notices of revocation should
be sent to the attention of the Company's Acting Corporate Secretary Karen L.
Deitz, Merchants New York Bancorp, Inc., 275 Madison Avenue, New York, New York
10016.
<PAGE>
Voting and Solicitation
Proxies properly executed and received in time to be duly presented at the
Meeting will be voted in accordance with the stockholder's directions. Properly
executed proxies not marked to indicate any desired vote will be voted FOR the
election of the nominees for directors named below. If any other matters are
properly brought before the Meeting, the persons named in the accompanying
proxies will vote the shares represented by such proxies on such matters as
instructed by the Board of Directors of the Company, who have instructed the
proxies to vote in accordance with the proxies' own best judgment in the absence
of express instruction from the Board.
The expense of preparing, printing, and mailing this proxy statement and
the proxies will be borne by the Company. In addition to the use of the mail,
proxies may be solicited by directors and officers of the Bank in person or by
telephone or telegram. The Company will also reimburse brokerage houses and
other custodians, nominees and fiduciaries for their expenses, in accordance
with Securities and Exchange Commission (the "SEC") regulations, in sending this
proxy statement and proxies to the beneficial owners of its Common Stock.
Quorum, Abstentions and Broker Non-Votes
Each share of Common Stock is entitled to vote. The presence, in person or
by proxy, of at least a majority of the total number of outstanding shares of
Company Common Stock is necessary to constitute a quorum. Directors of the
Company shall be elected by a plurality of votes cast at the Meeting. The
holders of Common Stock may not vote their shares cumulatively for election of
directors. For purposes of the election of directors, abstentions and broker
non-votes are not considered to be votes cast and do not affect the plurality
vote required for the election of directors.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company's Board of Directors met on twelve occasions in 1995. The
Bank's Board of Directors generally meets monthly at the same time as the
Company's Board of Directors. Each Director of the Company attended at least 92%
of the aggregate of the total number of meetings of the Board and the total
number of meetings held by all committees on which he or she served The Board of
Directors has standing executive, nominating, audit, and compensation and option
committees described below.
Executive Committee. The Executive Committee consists of the following
directors: Charles J. Baum (Chairman), Spencer B. Witty, Rudolf H. Hertz, James
G. Lawrence, William J. Cardew, Isidore Karten, Charles I. Silberman and
Robinson Markel. The Executive Committee is empowered to act for the full Board
in intervals between Board meetings, with the exception of certain matters that
by law may not be delegated. The Executive Committee meets as necessary, and all
actions of the Executive Committee are reported at the next Board of Directors
meeting.
Nominating Committee. The Nominating Committee consists of the following
directors: Robinson Markel (Chairman), Spencer B. Witty and Rudolf H. Hertz. The
Nominating Committee meets annually to interview and recommend nominees for
election as Directors of the Company. The Nominating Committee will consider
nominees for the Board recommended by stockholders in accordance with the
Company's By-laws.
Audit Committee. The Audit Committee consists of the following directors:
Alan Mirken (Chairman), Charles J. Baum, and Robinson Markel. The Audit
Committee recommends outside auditors, approves overall audit scope, reviews
adequacy of internal control systems, reviews annual financial statements and
audit reports thereon and directs special investigations for the Board. The
Audit Committee met ten times during 1995 with respect to the Bank.
Compensation and Option Committee. The Compensation and Option Committee
consists of Charles I. Silberman (Chairman), Charles J. Baum, Isidore Karten,
Robinson Markel, Paul Meyrowitz, Alan Mirken, Mitchell J. Nelson and Leonard
Schlussel. The Compensation and Option Committee reviews and determines the
2
<PAGE>
compensation of the Bank's executive officers, and recommends the granting of
options on Company Common Stock to eligible employees pursuant to the Company's
Stock Option Plan. See "Compensation and Option Committee Report on Executive
Officer Compensation," below.
Planning Committee. The Planning Committee consists of the following
directors: Charles I. Silberman (Chairman), Charles J. Baum, Isidore Karten,
Robinson Markel, Paul Meyrowitz, Alan Mirken, Mitchell J. Nelson and Leonard
Schlussel. The Planning Committee has been formed to address, with the
assistance of senior management as required, strategic planning issues for
growth of the Bank and expansion of its business opportunities.
In addition to executive and audit committees with the same members and
purposes as described above, the Board of Directors of the Bank has additional
standing committees, with the functions and membership described below:
Community Reinvestment Act Committee. The Community Reinvestment Act
Committee consists of the following directors: Leonard Schlussel (Chairman),
Spencer B. Witty, and William J. Cardew. The Community Reinvestment Act
Committee is responsible for monitoring the Bank's compliance with its Community
Reinvestment Act responsibilities.
Directors' Examining Committee. The Directors' Examining Committee consists
of the following directors: Isidore Karten (Chairman), Leonard Schlussel and
Charles I. Silberman. The Directors Examining Committee meets with the Bank's
auditors to discuss and review the condition of the Bank's loan portfolio and
other matters as required by the New York State Banking Department.
Conflict of Interest Committee. The Conflict of Interest Committee consists
of the following directors: Paul Meyrowitz (Chairman), Robinson Markel, Rudolf
H. Hertz, Charles J. Baum and Spencer B. Witty. The Conflict of Interest
Committee resolves actual or potential conflicts of interest between the
interests of the Bank's employees and those of the Bank.
Investment Committee. The Investment Committee consists of the following
directors: Spencer B. Witty (Chairman), Rudolf H. Hertz, James G. Lawrence and
William J. Cardew. The Investment Committee formulates investment strategies and
programs for the Bank that are then presented to the Board for approval.
Directors' Compensation
During 1995, the Company paid Directors' fees of $1,000 per Board meeting
attended to each director. Outside directors serving on the Executive Committee,
the Audit Committee and the Community Reinvestment Act Committee each received
$2,000 per year per committee. In addition, outside directors serving on the
Directors' Examining Committee and the Compensation and Option Committee receive
$1,000 per year per committee. Commencing in 1996, each outside director who
attends a minimum of ten meetings of the Board in the prior year will also
receive a stipend of $10,000. The outside directors of the Company include all
directors other than Messrs. Witty, Hertz, Lawrence and Cardew. In addition, Mr.
Silberman, Vice Chairman of the Company, receives $4,000 per month for his
performance of certain consulting services. During 1995, Mr. Silberman received
a total of $28,000 in consulting fees.
ELECTION OF DIRECTORS
The Directors are elected annually by the stockholders. At the Meeting,
twelve directors are to be elected to serve until the next Annual Meeting of
Stockholders and/or until their successors are elected and qualified. Unless
otherwise directed, proxies will be voted FOR the nominees listed in this proxy
statement; or, if any of the nominees should be unable or unwilling to serve as
a director, an event which is not anticipated, proxies will be voted FOR
substitute nominees designated by the Board of Directors.
Each nominee is presently a Director of the Company. On July 1, 1993, the
Bank became a subsidiary of the Company; information below includes information
as to each nominee's position with the Bank and the Company. For each nominee
there follows certain biographical information, including age as of the date of
this proxy statement and a brief listing of principal occupation or employment
of each during the past five years:
3
<PAGE>
CHARLES J. BAUM
Age: 67
Mr. Baum has been a Director of the Bank since 1976 and a Director of the
Company since it became the Bank's holding company. He has been the President of
Baum Brothers Imports, Inc., importers of fine china for approximately 20 years,
and Executive Vice President of Essex Manufacturing Co., Inc., manufacturers and
importers of rainwear and umbrellas, since 1978. He has also been the President
of Azal Sales Corp., import agents of general merchandise, since 1958.
WILLIAM J. CARDEW
Age: 69
Mr. Cardew has been the Executive Vice President and Chief Operating
Officer and a director of the bank since 1985. Mr. Cardew has also been
executive Vice President and Chief Operating Officer and a Director of the
Company since it became the Bank's holding company. Mr. Cardew has also been a
director of Waterhouse Investor Services, Inc., a discount brokerage house,
since January 1992.
RUDOLF H. HERTZ
Age: 79
Mr. Hertz has been the Vice Chairman of the Board of Directors since 1985
and a Director of the Bank since 1962. He has been a Director of the Company
since it became the Bank's holding company.
ISIDORE KARTEN
Age: 81
Mr. Karten has been a director of the Bank since 1976 and of the Company
since it became the Bank's holding company. He has been a general partner in 990
Avamericas Associates, a real estate partnership, for approximately six years,
and has been President of I. Karten, Inc., d/b/a Bermaha Textile Co., exporters
of textiles, since 1961.
JAMES G. LAWRENCE
Age: 53
Mr. Lawrence has been the President and Chief Executive Officer of the Bank
since 1985, a Director of the Bank since 1984 and a Director of the Company
since it became the Bank's holding company.
ROBINSON MARKEL
Age: 61
Mr. Markel has been a Director of the Bank since 1974 and of the Company
since it became the Bank's holding company. He is an attorney and has been a
member of the law firm Piper & Marbury L.L.P. since May 1, 1995. Prior to that
time he was a member of the law firm Marcus Montgomery Wolfson P.C. since July
1993. Prior to that time he was a member of the law firm Varet Marcus & Fink
P.C., formerly Milgrim Thomajan & Lee P.C., since 1974.
PAUL MEYROWITZ
Age: 78
Mr. Meyrowitz has been a Director of the Bank since 1981 and of the Company
since it became the Bank's holding company. He is an attorney and has been a
member of the law firm Simon, Meyrowitz, Meyrowitz & Schlussel for over forty
years.
4
<PAGE>
ALAN MIRKEN
Age: 66
Mr. Mirken has been a Director of the Bank since 1984 and of the Company
since it became the Bank's holding company. From 1979 until 1988, Mr. Mirken was
the President of Crown Publishing Company. From October 1988 until January 1990,
he was the Vice Chairman of Random House Inc., and from March 1990 to December
1994 he was the Executive Vice President--Associate Publisher for Abbeville
Press. Since January 1995, Mr. Mirken has been President of Aaron Publishing
Group, Inc.
MITCHELL J. NELSON
Age: 48
Mr. Nelson has been a Director of the Bank since 1992 and of the Company
since it became the Bank's holding company. He is an attorney presently of
counsel to the law firm of Christy & Viener having formerly been of counsel to
Proskauer Rose Goetz & Mendelsohn from May 1992 to June 1994, and previously a
partner with the law firm of Wien, Malkin & Bettex for more than ten years. He
is also a principal in Atlas Partners, L.P., a real estate consulting firm, and
President of Atlas Real Estate Funds, Inc.
LEONARD SCHLUSSEL
Age: 66
Mr. Schlussel has been a Director of the Bank since 1981 and of the Company
since it became the Bank's holding company. He has been President of Wellbilt
Equipment Corp., builders of restaurants, since 1990, and its Secretary for over
twenty years. Mr. Schlussel is also a partner in several real estate ventures
and has been a partner in Keybro Enterprises, a financial enterprise, for over
twenty years.
CHARLES I. SILBERMAN
Age: 47
Mr. Silberman has been a director of the Bank since 1989 and of the Company
since it became the Bank's holding company. He has also served as Vice Chairman
of the Company since May 1995. He has been the President and Chairman of the
Board of S. Parker Hardware Manufacturing Corp., importer and manufacturer of
builders' hardware since June 1989.
SPENCER B. WITTY
Age: 82
Mr. Witty has been the Chairman of the Board of the Bank since 1976, a
Director since 1967 and a Director of the Company since it became the Bank's
holding company.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information regarding each person or group known or reasonably believed by
management of the Company to be the beneficial owner of more than 5% of the
Company's issued and outstanding Common Stock as of the Record Date, and
information regarding the beneficial ownership of the Company's directors, and
all directors and executive officers as a group, is shown in the following
table.
<TABLE>
<CAPTION>
Number of Shares Number of Shares which Percentage of
beneficially owned may be acquired outstanding
Name(1) as of March 27, 1996 within 60 days(2) Shares(3)
---- -------------------- ---------------------- --------------
<S> <C> <C> <C>
Charles J. Baum .......................... 31,092(4) 0 *
William J. Cardew ........................ 3,468(5) 20,624 *
Rudolf H. Hertz .......................... 94,964(6) 5,764 2.02
Isidore Karten ........................... 144,226(7) 0 2.89
James G. Lawrence ........................ 13,964(8) 47,250 1.22
Robinson Markel ......................... 137,572(9) 0 2.76
Paul Meyrowitz .......................... 10,054(10) 0 *
Alan Mirken ............................. 30,728(11) 0 *
Mitchell J. Nelson ...................... 26,378(12) 0 *
Leonard Schlussel ....................... 98,920(13) 0 1.99
Charles I. Silberman .................... 130,000(14) 0 2.61
Spencer B. Witty ........................ 429,663(15) 18,000 8.95
All Directors and Executive Officers
as a Group ........................... 1,151,029 91,638 24.49
</TABLE>
- ------------
* Less than 1%.
(1) Address is c/o The Merchants Bank of New York, 275 Madison Avenue, New
York, New York 10016.
(2) Represents shares subject to options granted under the Company Option Plan.
(3) Percentage computations are based upon 4,982,323 shares outstanding on
March 27, 1996. Except as otherwise noted below, each owner has sole voting
and investment power over the shares listed above.
(4) Includes (i) 12,850 shares owned directly by Mr. Baum, (ii) 5,772 shares
owned by Azal Sales Corp., of which Mr. Baum is the sole shareholder, (iii)
11,136 shares owned by Azal Sales Corp.'s Retirement Pension Plan, of which
Mr. Baum is a trustee, and (iv) 1,334 shares owned by Mr. Baum's spouse.
Mr. Baum disclaims beneficial ownership of the shares owned by his spouse.
(5) Includes 3,218 shares owned by Mr. Cardew's spouse. Mr. Cardew disclaims
beneficial ownership of these shares.
(6) Includes (i) 12,196 shares owned directly by Mr. Hertz, (ii) 72 shares
owned by Mr. Hertz jointly with his spouse, (iii) 3,736 shares owned by Mr.
Hertz's spouse, (iv) 65,378 shares owned by trusts for which Mr. Hertz is a
co-trustee with Mr. Witty, and (v) 13,942 shares owned by the Employees'
Retirement Plan of the Bank for which Mr. Hertz is a co-trustee with Mr.
Witty. Mr. Hertz disclaims beneficial ownership of the shares held by his
spouse, the shares held by the trusts and the shares held by the Employees'
Retirement Plan (other than those attributable to him as a result of his
interest in the Plan).
(7) Includes (i) 60,264 shares owned directly by Mr. Karten, (ii) 64,428 shares
owned by Mr. Karten's spouse, and (iii) 19,534 shares owned by trusts for
members of Mr. Karten's family. Mr. Karten disclaims beneficial ownership
of the shares held by his spouse.
(8) Includes (i) 1,908 shares owned directly by Mr. Lawrence and (ii) 12,056
shares owned by family members which Mr. Lawrence has the power to vote
pursuant to a proxy.
(9) Includes (i) 17,074 shares owned directly by Mr. Markel, (ii) 870 shares
owned by Mr. Markel's spouse and (iii) 14,882 shares held by Mr. Markel's
Individual Retirement Account. Pursuant to a power of attorney, Mr. Markel
has the power to vote 104,746 shares beneficially owned by his sister,
which shares are included in the table in accordance with SEC regulations.
Mr. Markel disclaims beneficial ownership of the shares held by his spouse.
(10) Includes 6,554 shares owned directly by Mr. Meyrowitz and 3,500 shares
owned by Mr. Meyrowitz's spouse. Mr. Meyrowitz disclaims beneficial
ownership of the shares held by his spouse.
6
<PAGE>
(11) Includes 29,060 shares owned directly by Mr. Mirken and 1,668 shares owned
by Mr. Mirken's spouse. Mr. Mirken disclaims beneficial ownership of the
shares held by his spouse.
(12) Includes (i) 3,400 shares owned directly by Mr. Nelson, and (ii) 22,978
shares owned by an estate for which Mr. Nelson is co-executor. Mr. Nelson
disclaims beneficial ownership of the shares held by the estate.
(13) Includes (i) 37,100 shares owned directly by Mr. Schlussel, (ii) 60,144
shares owned by Mr. Schlussel jointly with his brother, and (iii) 1,676
shares owned by Mr. Schlussel jointly with his spouse. Mr. Schlussel has
sole voting and investment power over all of these shares.
(14) Includes (i) 102,298 shares owned directly by Mr. Silberman, (ii) 24,944
shares owned by Mr. Silberman's spouse, and (iii) 2,758 shares held in
custodial accounts for which Mr. Silberman is the custodian. Mr. Silberman
disclaims beneficial ownership of the shares held by his spouse.
(15) Includes (i) 151,013 shares owned directly by Mr. Witty, (ii) 860 shares
owned by Mr. Witty's spouse, (iii) 128,740 shares owned by trusts for which
Mr. Witty is trustee, (iv) 65,532 shares owned by an estate for which Mr.
Witty is the executor, (v) 13,942 shares owned by the Employees' Retirement
Plan of the Bank for which Mr. Witty is a co-trustee with Mr. Hertz, and
(vi) 69,576 shares owned by a trust for which Mr. Witty is co-trustee with
Mr. Hertz. Mr. Witty has shared voting and investment power over the shares
held by the trust for which he is a co-trustee and the shares held by the
Employees' Retirement Plan. Mr. Witty disclaims beneficial ownership of the
shares held by his spouse, the shares held by the estate, and the shares
held by the Employees' Retirement Plan (other than those attributable to
him as a result of his interest in the Plan).
7
<PAGE>
EXECUTIVE COMPENSATION
Summary Compensation Table
The Summary Compensation Table shows the compensation for the past three
years of each of the Company's five most highly compensated executive officers,
including the Chief Executive Officer (the "named executive officers"). The
named executive officers have received no compensation for their services to the
Company; in each case the reported compensation has been paid by, and with
respect to the services provided to, the Bank.
Annual Compensation
----------------------------------
Name & Principal Position Year Salary Bonus(1)
- ----------------------- ------ ----------- ---------
James G. Lawrence ......................... 1995 $310,000 113,750
President and 1994 310,000 113,750
Chief Executive Officer 1993 315,961 38,750
Spencer B. Witty .......................... 1995 275,000 109,375
Chairman of the Board 1994 275,000 109,375
1993 280,288 34,375
William J. Cardew ......................... 1995 225,000 103,125
Executive Vice President 1994 225,000 103,125
and Chief Operating Officer 1993 229,327 28,125
Rudolf H. Hertz ........................... 1995 160,000 65,000
Vice Chairman of the Board 1994 160,000 65,000
1993 163,077 20,000
Stephen A. Barrow(2) ...................... 1995 131,000 41,375
Senior Vice President of the Bank 1994 125,250 40,656
1993 118,750 31,844
(1) Includes (i) bonus under the incentive compensation bonus plan for senior
executives in 1995 and (ii) regular bonus of approximately 12.5% of salary.
The regular bonus is paid to all officers of the Bank (approximately 72
persons in 1995) and historically has been a part of management
compensation. The incentive compensation bonus for each of the named
executive officers in 1995 was as follows: Mr. Lawrence - $75,000; Mr.
Witty - $75,000; Mr. Cardew - $75,000; Mr. Hertz - $45,000; and Mr. Barrow
$25,000 See "Compensation and Option Committee Report on Executive Officer
Compensation."
(2) Mr. Barrow is not an executive officer but is included in the Summary
Compensation Table as one of the Company's most highly compensated
non-executive officers pursuant to the rules of the SEC.
Pension Plans
Employees' Retirement Plan. The Bank maintains a non-contributory, defined
benefit Retirement Plan administered by the Bank for employees. The estimated
annual pension benefits payable upon retirement at a normal retirement age (65)
for the named executive officers are as follows:
James G. Lawrence ............................................ $72,859
Spencer B. Witty ............................................. 50,730
Rudolf H. Hertz .............................................. 96,929
William J. Cardew ............................................ 33,850
Stephen A. Barrow ............................................ 27,046
8
<PAGE>
Under the Retirement Plan, the normal annual benefit payable to qualifying
employees upon their retirement is based upon a formula of 1.8% of a
participant's annual compensation for each year of participation. Normal
retirement age under the Retirement Plan is 65. The Retirement Plan also
provides for reduced benefit payments for early retirement following age 55.
Covered remuneration under the Retirement Plan is an employee's salaries, wages,
or other regular payments from the Bank, including commissions, overtime pay,
bonuses and any other taxable compensation.
The estimated annual pension benefits for the Bank's executive officers are
based upon continuation of employment from December 31, 1995, at the salary then
in effect, to retirement date. These amounts include Non-Retirement Plan
benefits payable to Messrs. Witty and Hertz (under Board resolutions of November
17, 1981, March 24, 1987 and April 28, 1988, which specified respective base
dollar amounts to be increased annually by 9%) of $89,056 and $22,992
respectively, and Non-Retirement Plan benefits payable to James G. Lawrence and
William J. Cardew of $50,000 each per year for 15 years guaranteed after
retirement.
Stock Option Grants. The Company maintains an incentive and non-qualified
Employees' Stock Option Plan within the meaning of the Internal Revenue Code of
1986, as amended (the "Company Option Plan"). No options were granted to the
named executive officers in 1995.
Option Value Table. The following table shows information concerning (i)
options exercised during 1995 and (i) the value at December 31, 1995 of
unexercised stock options granted to the named executive officers.
Aggregated Option Exercises in Last Fiscal Year
and December 31, 1995 Option Values
<TABLE>
<CAPTION>
Number of Unexercised Value of Unexercised
Options at In-the-Money Options at
December 31, 1995 December 31, 1995(1)
-------------------------- ---------------------------
Shares Acquired Value
Name on Exercise Realized Exercisable Unexercisable Exercisable Unexercisable
----- -------------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James G. Lawrence .......... 0 0 47,250 0 $555,188 0
Spencer B. Witty ........... 2,250 26,438 18,000 0 211,500 0
William J. Cardew .......... 0 0 20,624 0 242,332 0
Rudolf H. Hertz ............ 1,000 11,750 5,764 0 67,727 0
Stephen A. Barrow .......... 600 7,050 2,500 0 58,500 0
6,000 0 29,375 0
</TABLE>
(1) The market price of the Common Stock was $31.50 at December 29, 1995.
Except for 6,000 options owned by Mr. Barrow which have an exercise price
of $21.75 per share, all of the options in the table have an exercise price
of $19.75 per share.
9
<PAGE>
COMPENSATION AND OPTION COMMITTEE REPORT ON
EXECUTIVE OFFICER COMPENSATION
Objectives
The Bank's compensation policies and procedures have historically been
aligned with the Bank's conservative traditions. The Bank seeks to compensate
its executive officers (including the named executive officers) in a manner
which is:
(i) consistent with the Bank's conservative traditions and cost structure;
(ii) sufficient to attract and retain key executives critical to the
success of the Bank;
(iii) reflective of current performance of both the individual officer and
the Bank; and
(iv) remuneration of successful long-term strategic management and
enhancement of shareholder values.
Components of Compensation
The Compensation and Option Committee (the "Committee") approves the design
of, assesses the effectiveness of, and administers the executive compensation
programs of the Bank in support of stockholder interests. The key elements of
the Bank's executive compensation program are base salary, annual incentives and
long-term incentive compensation. These key elements are addressed separately
below. In determining each component of compensation, the Committee considers
all elements of an executive's total compensation package.
Base Salary
The Committee regularly reviews each executive's base salary. Base salaries
are not necessarily compared to other institutions, although market rates for
comparable executives with comparable responsibilities are considered in some
cases. Base salaries are adjusted by the Committee to recognize varying levels
of responsibility, experience, breadth of knowledge, internal equity issues, as
well as external pay practices. Increases to base salaries are driven primarily
by individual performance. Individual performance is evaluated based on
sustained levels of individual contribution to the Bank.
Mr. Lawrence, Chief Executive Officer of the Bank, received a base salary
of $310,000 for fiscal 1995. This represents no increase over 1994. Salaries of
the other executive officers were not increased over 1994. Mr. Barrow received a
salary increase of $5,000.
Annual Incentives
The annual incentive program promotes the Bank's pay-for-performance
philosophy by providing the Chief Executive Officer and other executive officers
with direct financial incentives in the form of annual cash bonuses to achieve
corporate and, in some cases, individual performance goals. Annual bonus
opportunities allow the Bank to communicate specific goals that are of primary
importance during the coming year and motivate executives to achieve these
goals.
A bonus in the amount of 12.5% of annual average salary was paid to all
officers of the Bank (a total of 72 persons) in 1995. This percentage has
remained the same for many years. In addition, the Bank has an incentive
compensation bonus plan for its officers which provides additional compensation
at pre-determined levels if the Bank's pre-tax earnings (excluding securities
gains) exceed certain targets. At the beginning of 1995, the Committee
established specific corporate goals relating to the Bank's pre-tax earnings
(excluding securities gains). Eligible executives were assigned threshold,
target and maximum bonus levels based on a percentage of base salary. The
incentive compensation bonus for each of the named executive officers in 1995
was as follows: Mr. Lawrence - $75,000; Mr. Witty - $75,000; Mr. Cardew -
$75,000; Mr. Hertz - $45,000; and Mr. Barrow $25,000.
10
<PAGE>
Long-Term Incentives
In keeping with the Bank's commitment to provide a total compensation
package which includes at-risk components of pay, long-term incentive
compensation comprises a significant portion of the value of an executive's
total compensation package. When awarding long-term grants, the Committee
considers an executive's level of responsibility, prior compensation experience,
historical award data, and individual performance criteria. Long-term incentives
are in the form of stock options awards under the Bank's Option Plan.
Stock options are granted at an option price which is the fair market value
of the Common Stock on the date of grant. Accordingly, stock options have value
only if the stock price appreciates. This design focuses executives on the
creation of stockholder value over the long term. The size of stock option
grants is based on competitive practice, individual performance factors and
historical award data. No stock option grants were made to the named executive
officers in fiscal 1995.
Conclusion
The Committee believes these executive compensation policies and programs
serve the interests of the Bank and its stockholders effectively. The various
compensation vehicles offered are appropriately balanced to provide increased
motivation for executives to contribute to the Bank's overall future success,
thereby enhancing the value of the Bank for the stockholders' benefit.
We will continue to monitor the effectiveness of the Bank's total
compensation program to meet the current and future needs of the Bank.
Members of the Compensation and Option Committee:
Charles I. Silberman (Chairman), Charles J. Baum,
Isidore Karten, Robinson Markel,
Paul Meyrowitz, Alan Mirken, Mitchell J. Nelson
and Leonard Schlussel
11
<PAGE>
STOCK PERFORMANCE GRAPH
Set forth following this paragraph is a line graph comparing the total
stockholder return in the Bank Common Stock and, as of July 1, 1993, Company
Common Stock, based on the market price of the Common Stock and assuming
reinvestment of dividends, and adjusted for stock splits, with the cumulative
total return of the NASDAQ Stock market Index (US Companies) and NASDAQ Bank
Stocks for the last five years, as prepared for the Company by the Center for
Research in Security Prices of the University of Chicago in accordance with the
SEC regulations.
Comparison of Five Year Cumulative Total Returns
Performance Graph for
Merchants New York Bancorp, Inc.
[The following table was represented by a line chart in the printed material]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
CRSP Total Returns Index for: 12/31/90 12/31/91 12/31/92 12/31/93 12/30/94 12/29/95
- ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
MERCHANTS NEW YORK BANCORP, INC. 100.0 99.3 111.8 133.5 130.0 166.8
Nasdaq Stock Market (US Companies) 100.0 160.6 186.9 214.5 209.7 296.3
Nasqaq Bank Stocks 100.0 164.1 238.9 272.4 271.4 404.4
SIC 6020-6029, 6710-6719 US & Foreign
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
COMPENSATION AND OPTION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION; CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Any directors, officers or their associates or business affiliates who have
loans outstanding with the Bank have these extensions of credit in the ordinary
course of the Bank's business and on substantially the same terms as those
prevailing at the time for comparable transactions with members of the general
public, including interest rates and collateral. Such loans did not involve more
than the normal risk of collectibility or present other unfavorable features.
Paul Meyrowitz, a director of the Bank, is a partner in Simon, Meyrowitz,
Meyrowitz & Schlussel ("SMM&S"). During 1995, the Bank paid SMM&S approximately
$347,000 for legal services rendered for the Bank, and compensation to be paid
for legal services rendered during 1996 is not expected to substantially exceed
that amount.
OTHER MATTERS
The Board of Directors of the Company does not know of any matters other
than those described in this proxy statement that will be presented for action
at the meeting. If other matters come before the Meeting, the persons named as
proxies intend to vote on such matters as instructed by the Board of Directors
of the Company, who have instructed the proxies to vote in accordance with the
proxies' own judgment in the absence of express instruction from the Board.
Independent Auditors and Accountants of the Company
KPMG Peat Marwick LLP are the Company's independent auditors and have been
the Bank's auditors since 1982. Freeman, Davis, Furgatch & Co. prepares the
Bank's and the Company's corporate income tax returns and have been with the
Bank since 1975. It is the Company's intent to continue the services of both
accounting firms for 1996. Representatives of both accounting firms will be
present at the Meeting and will have the opportunity to make a statement, if
they wish, and to respond to appropriate questions from stockholders.
Stockholder Proposals
Any stockholder who wishes to submit a proposal for the 1997 Annual Meeting
of the Company should submit the proposal to the Company by November 24, 1996.
By the order of the Board of Directors
/s/ Spencer B. Witty
Spencer B. Witty
Chairman of the Board
/s/ James G. Lawrence
James G. Lawrence
President and Chief Executive Officer
NEW YORK, NEW YORK
March 28, 1996
13
<PAGE>
Exhibit A
PROXY MERCHANTS NEW YORK BANCORP PROXY
ANNUAL MEETING OF STOCKHOLDERS--APRIL 30, 1996
This Proxy is solicited on behalf of the Board of Directors. The undersigned
hereby appoints Harold N. London and David H. Meyrowitz, or either of them,
attorneys and proxies with full power of substitution in each of them, in the
name, place and stead of the undersigned to vote as proxy all the stock of the
undersigned in Merchants New York Bancorp, Inc. (the "Company") at the Annual
Meeting of Stockholders or any adjournment thereof, as instructed below:
Proposal One: Election of Directors
Nominees
Charles J. Baum, William J. Cardew, Rudolf H. Hertz, Isidore Karten, James G.
Lawrence, Robinson Markel, Paul Meyrowitz, Alan Mirken, Mitchell J. Nelson,
Leonard Schlussel, Charles I. Silberman and Spencer B. Witty.
(mark one)
[ ] FOR ALL NOMINEES
[ ] WITHHOLD ALL NOMINEES
[ ] FOR ALL NOMINEES,
EXCEPT AS INDICATED
INSTRUCTIONS TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, PLACE
AN "X" IN THE BOX ON THE LEFT AND STRIKE A LINE THROUGH THE
NOMINEE'S NAME LISTED ABOVE.
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES AND
AS THE PROXIES DEEM ADVISABLE ON OTHER MATTERS THAT MAY COME BEFORE THE MEETING
IF NO INSTRUCTION TO THE CONTRARY IS INDICATED OR IF NO INSTRUCTION IS GIVEN.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THE NOTICE OF MEETING AND PROXY
STATEMENT, EACH DATED MARCH 28, 1996.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
DATED: _________________________________ ,1996
___________________________________________L.S.
___________________________________________L.S.
(NOTE: PLEASE SIGN EXACTLY AS YOUR NAME
APPEARS HEREON. EXECUTORS, ADMINISTRATORS,
TRUSTEES, ETC. SHOULD SO INDICATE WHEN
SIGNING, GIVING FULL TITLE AS SUCH. IF SIGNER
IS A CORPORATION, EXECUTE IN FULL CORPORATE
NAME BY AUTHORIZED OFFICER. IF SHARES HELD IN
THE NAME OF TWO OR MORE PERSONS, ALL SHOULD
SIGN.)
<PAGE>
Exhibit B
[LETTERHEAD OF MERCHANTS NEW YORK BANCORP]
March 28, 1996
To Our Stockholders:
On behalf of the Board of Directors, I cordially invite you to attend the
1996 Annual Meeting of Stockholders of Merchants New York Bancorp. The Annual
Meeting will be held at 12:00 o'clock, local time, on Tuesday, April 30, 1996,
at The Harmonie Club, 4 East 60th Street, New York, New York 10022. The formal
notice of the Annual Meeting is attached hereto.
The attached Proxy Statement describes matters that we expect will be acted
upon at the meeting. Stockholders who are present at the meeting will have the
opportunity to ask questions.
Our Company has performed extremely well over the last several years, and I
want to take a moment to highlight some of the areas in which this has been
true.
From 1991 to 1995, our net income increased by more than 75%, from $6.5
million to $11.5 million. On a per-share basis, the increase was from $1.31 to
$2.28. Over the same period, total assets increased by almost 50%, from $714
million to $1.03 billion. Additional details are in the Annual Report to
Stockholders, particularly the increase in the book value of the Company's
shares from 1991 to 1995.
Dividends paid to our stockholders kept pace with our performance,
increasing by 50% from 1991 to 1995. Adjusted for last year's 2-for-1 stock
split, per-share annual dividends, which were $0.80 at the end of 1991,
increased to $1.00 in mid-1994, and increased again in 1995 to the present
$1.20.
We are gratified by our stockholders' continued interest in the Company and
pleased that in the past so many of you have voted your shares either in person
or by proxy. We hope that you will continue to do so and urge you to return your
proxy card as soon as possible.
Sincerely,
Spencer B. Witty
Chairman of the Board
