<PAGE>
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 L. Deitz, Corporate Secretary
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
| | No fee required.
| | Fee computed on the table below per Exchange Act Rules 14a-6(i)(1) 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:
----------------------------------------------------------------
(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:
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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>
THE MERCHANTS BANK OF THE NEW YORK
275 MADISON AVENUE, NEW YORK, N.Y. 10016
BANKING SINCE 1881
March 28, 1997
To Our Shareholders:
On behalf of our Directors, I cordially invite you to attend the Annual
Meeting of Stockholders of Merchants New York Bancorp. This Annual Meeting will
be held at 12:00 o'clock, local time, on Wednesday, April 30, 1997, at The
Harmonie Club, 4 East 60th Street, New York, N.Y. 10022. The formal notice of
the meeting is attached hereto.
The Proxy Statement describes matters that we expect will be acted upon
at the meeting. The shareholders who are present will have the opportunity to
ask questions.
Our Company has performed very well having shown record results for the
past seventeen consecutive quarters and three years in a row of record earnings.
Dividends paid to our stockholders have kept pace with our performance.
"The Good Old Bank" has paid 254 consecutive quarterly cash dividends since they
commenced in 1932. We also have increased our payout 44 times since 1950. This
is a record very few companies in America can match.
We are gratified by our shareholders' continued interest in the Company
and pleased that in the past so many of you have voted your shares in person or
by proxy. We hope you will continue to do so and urge you to return your proxy
card as soon as possible.
Cordially yours,
Spencer B. Witty
Chairman of the Board
MEMBER OF * FEDERAL RESERVE SYSTEM * FEDERAL DEPOSIT INSURANCE CORPORATION
<PAGE>
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, 1997
--------------------------
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
Wednesday, April 30, 1997, 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 or postponements
thereof.
The Board of Directors has fixed March 27, 1997, 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 or postponements thereof.
By order of the Board of Directors
Spencer B. Witty
Chairman of the Board
James G. Lawrence
President and Chief Executive Officer
Karen L. Deitz
Corporate Secretary
NEW YORK, NEW YORK
March 28, 1997
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>
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, 1997
--------------------------
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, Inc. (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, 1997, and any adjournments or postponements 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, 1996 are being mailed to
stockholders on or about March 28, 1997.
RECORD DATE AND PRINCIPAL STOCKHOLDERS
Stockholders of record at the close of business on March 27, 1997 (the
"RECORD DATE") are entitled to notice of, and to vote at, the Meeting and any
adjournments or postponements thereof. On the Record Date, the Company had
outstanding entitled to vote 4,960,226 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."
<PAGE>
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 Corporate Secretary Karen L. Deitz,
Merchants New York Bancorp, Inc., 275 Madison Avenue, New York, New York 10016.
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
The presence, in person or by proxy, of at least a majority of the total
number of outstanding shares of the Company's Common Stock is necessary to
constitute a quorum. Shares of Common Stock represented by a properly signed and
returned proxy will be counted as present at the Annual Meeting for purposes of
determining a quorum, without regard to whether the proxy is marked as casting a
vote or abstaining. Shares of Common Stock held by nominees that are voted on at
least one matter coming before the Annual Meeting will also be counted as
present for purposes of determining a quorum, even if the beneficial owner's
discretion has been withheld (a "BROKER NON-VOTE") for voting on some or all
other matters.
Each share of Common Stock is entitled to one vote on all matters that may
properly come before the Annual Meeting other than the election of directors. In
the election of directors, each share is entitled to cast one vote for each
director to be elected. 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. All
other matters to come before the Annual Meeting require the approval of a
majority of the shares of Common Stock present, in person or by proxy, at the
Annual Meeting and entitled to vote. Therefore, abstentions will have the same
effect as votes against the proposals on such matters. Broker non-votes,
2
<PAGE>
however, will be deemed shares not present to vote on such matters, and
therefore will not count as votes for or against the proposals, and will not be
included in calculating the number of votes necessary for approval of such
matters.
INFORMATION CONCERNING THE BOARD OF DIRECTORS AND ITS COMMITTEES
The Company's Board of Directors met on twelve occasions in 1996. 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 eight times during 1996 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 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:
<PAGE>
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 1996, 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. In addition to the foregoing fees, each outside
director who attended a minimum of ten meetings of the Board in the prior year
also received a stipend of $10,000. The outside directors of the Company include
all directors other than Messrs. Witty, Hertz, Lawrence and Cardew. Each of the
outside directors received the stipend in 1996. In addition, Mr. Silberman, Vice
Chairman of the Company, receives $4,000 per month for his performance of
certain consulting services. During 1996, Mr. Silberman received a total of
$48,000 in consulting fees.
In February 1997, the Company adopted a pension plan for members of the
Board of Directors (the "DIRECTORS' PLAN"). Under the Directors' Plan, all
Directors of the Company are eligible to receive an annual benefit commencing
upon termination of service as a Director. The annual benefit is equal to 80% of
the average annual compensation the Director received from the Company over the
two complete years prior to retirement, and will be payable for ten years or for
the length of time the Director had served on the Board, whichever is less.
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.
4
<PAGE>
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. For detailed information with respect to the
Common Stock ownership of each of the nominees, see the table in the section of
this Proxy Statement captioned "Security Ownership of Certain Beneficial Owners
and Management."
CHARLES J. BAUM
Age: 68
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 porcelain dinnerware, for
approximately 20 years, and 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: 70
Mr. Cardew has been the Vice Chairman of the Board of Directors of the
Company and the Bank since 1997, Chief Operating Officer of the Bank from 1985
to 1996 and Chief Operating Officer of the Company since it became the Bank's
holding company. He was also the Executive Vice President of the Bank from 1985
to 1996 and of the Company since it became the Bank's holding company.
RUDOLF H. HERTZ
Age: 80
Mr. Hertz has been the Vice Chairman of the Board of Directors of the
Company 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: 82
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: 54
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.
5
<PAGE>
ROBINSON MARKEL
Age: 62
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. From May 1993
to that date he was a member of the law firm Marcus Montgomery Wolfson P.C. For
more than nineteen years prior to that time he was a member of the law firm
Varet Marcus & Fink P.C. and its predecessor firm Milgrim Thomajan & Lee P.C.
PAUL MEYROWITZ
Age: 79
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 and its
predecessor firm for over fifty years.
ALAN MIRKEN
Age: 67
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 Group. 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: 49
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., a private investment firm.
LEONARD SCHLUSSEL
Age: 67
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: 48
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.
6
<PAGE>
SPENCER B. WITTY
Age: 82
Mr. Witty has been the Chairman of the Board of Directors of the Bank
since 1976, a Director of the Bank since 1967 and the Chairman of the Board of
Directors and a Director of the Company since it became the Bank's holding
company.
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 outstanding Common Stock as of March 17, 1997, and information
regarding the beneficial ownership of the Company's directors, and all directors
and executive officers of the Company 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
AS OF MARCH 17, 1997 WITHIN 60 DAYS(2) SHARES(3)
-------------------- -------------- ------
NAME(1)
<S> <C> <C> <C>
Charles J. Baum..................... 31,092(4) 0 *
William J. Cardew................... 4,718(5) 24,692 *
Rudolf H. Hertz..................... 81,930(6) 4,764 1.75
Isidore Karten...................... 144,226(7) 0 2.91
James G. Lawrence................... 16,564(8) 47,250 1.27
Robinson Markel..................... 122,474(9) 0 2.47
Paul Meyrowitz...................... 10,054(10) 0 *
Alan Mirken......................... 30,728(11) 0 *
Mitchell J. Nelson.................. 3,400 0 *
Leonard Schlussel................... 98,920(12) 0 1.99
Charles I. Silberman................ 130,000(13) 0 2.62
Spencer B. Witty.................... 436,648(14) 17,000 9.11
All Directors and Executive
Officers as a Group (12 persons).. 1,110,754 93,706 23.83
Name and address of other 5% Owners
of the Company's Common Stock
-----------------------------
M. A. Schapiro & Co., Inc.
and S. D. Securities, Inc.(15)...... 257,681 0 5.20
<FN>
- ------------
*Less than 1%.
(1) The address of each beneficial owner other than M. A. Schapiro &
Co., Inc. and S. D. Securities, Inc. 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 4,960,226 shares outstanding on
March 17, 1997. Except as otherwise noted below, each owner has sole
voting and investment power over the shares listed above.
7
<PAGE>
(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 (i) 1,250 shares owned directly by Mr. Cardew, (ii) 3,468
shares owned by Mr. Cardew's spouse, and (iii) 5,068 shares
subject to options granted under the Company Option Plan to Mr.
Cardew's spouse. Mr. Cardew disclaims beneficial ownership of the
shares and options owned by his spouse.
(6) Includes (i) 13,196 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) 48,984 shares owned by trusts for which Mr.
Hertz is a co-trustee with Mr. Witty, and (v) 15,942 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 owned 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 owned by his spouse.
(8) Includes (i) 1,908 shares owned directly by Mr. Lawrence, (ii) 12,056
shares owned by family members which Mr. Lawrence has the power to vote
pursuant to a proxy, and (iii) 2,600 shares owned by an estate which
Mr. Lawrence has sole voting and investment power over as executor of
the estate. Mr. Lawrence disclaims beneficial ownership of the shares
owned by the estate.
(9) Includes (i) 17,074 shares owned directly by Mr. Markel, (ii)
2,781 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 87,737 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 owned 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 owned by his spouse.
(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 owned by his spouse.
(12) 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.
(13) 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 owned by his spouse.
(14) Includes (i) 152,098 shares owned directly by Mr. Witty, (ii) 1,260
shares owned by Mr. Witty's spouse, (iii) 218,364 shares owned by
trusts for which Mr. Witty is trustee, (iv) 15,942 shares held by the
Employees' Retirement Plan of the Bank for which Mr. Witty is a
co-trustee with Mr. Hertz, and (v) 48,984 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 owned 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
owned by his spouse, the shares owned 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).
(15) This information is based on a Schedule 13G filed jointly by M. A.
Schapiro & Co., Inc. and S. D. Securities, Inc. with the
Securities and Exchange Commission on January 7, 1997. The address
of M. A. Schapiro & Co., Inc. and S. D. Securities, Inc. is 1 Chase
Manhattan Plaza, New York, New York 10005.
</TABLE>
8
<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.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
--------------------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1)
---------- --------------- ---------------
<S> <C> <C> <C>
James G. Lawrence...................................... 1996 $310,000 $113,750
President and 1995 310,000 113,750
Chief Executive Officer 1994 310,000 113,750
Spencer B. Witty....................................... 1996 275,000 109,375
Chairman of the Board 1995 275,000 109,375
1994 275,000 109,375
William J. Cardew...................................... 1996 225,000 103,125
Vice Chairman of the Board 1995 225,000 103,125
and Chief Operating Officer 1994 225,000 103,125
Rudolf H. Hertz........................................ 1996 160,000 65,000
Vice Chairman of the Board 1995 160,000 65,000
1994 160,000 65,000
Stephen A. Barrow(2).................................. 1996 136,000 41,375
Senior Vice President of the Bank 1995 131,000 40,656
1994 125,250 31,844
<FN>
- ----------------
(1) Includes (i) bonus under the incentive compensation bonus plan for
senior executives in 1996 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 1996) and historically has been a part of
management compensation. The incentive compensation bonus for each
of the named executive officers in 1996 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.
</TABLE>
9
<PAGE>
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......................................... $74,868
Spencer B. Witty.......................................... 53,430
Rudolf H. Hertz........................................... 105,652
William J. Cardew......................................... 36,550
Stephen A. Barrow......................................... 27,496
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, 1996, at the salary
then in effect, to retirement date. In addition, Non-Retirement Plan benefits
are 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%) in the amount of $105,807 and $27,316,
respectively, and Non-Retirement Plan benefits are payable to James G. Lawrence
and William J. Cardew in the amount of $50,000 each per year for 15 years
guaranteed after retirement. Further, each of Messrs. Witty, Hertz, Lawrence and
Cardew would receive an annual benefit of $9,600 under the Directors' Plan, upon
termination of their service as a Director.
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 1996.
10
<PAGE>
OPTION VALUE TABLE. The following table shows information concerning (i)
options exercised during 1996 and (i) the value at December 31, 1996 of
unexercised stock options granted to the named executive officers.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND DECEMBER 31, 1996 OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
SHARES OPTIONS AT IN-THE-MONEY OPTIONS AT
ACQUIRED VALUE DECEMBER 31, 1996 DECEMBER 31, 1996 (1)
----------------- ---------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James G. Lawrence..... 0 0 47,250 0 $602,438 0
Spencer B. Witty...... 1,000 $12,750 17,000 0 216,750 0
William J. Cardew..... 1,000 12,750 24,692 0 314,823 0
Rudolf H. Hertz....... 1,000 9,000 4,764 0 60,741 0
Stephen A. Barrow..... 200 1,850 2,300 0 29,325 0
6,000 0 64,500 0
<FN>
- -------------
(1) The market price of the Common Stock was $32.50 at December 31, 1996. 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.
</TABLE>
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.
11
<PAGE>
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 1996. This represents no increase over 1995.
Salaries of the other named executive officers were not increased over
1995. 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 1996. This percentage has
remained the same for many years. In addition, the Bank has an incentive
compensation bonus plan for the named executive 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 1996,
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
1996 was as follows: Mr. Lawrence - $75,000; Mr. Witty - $75,000; Mr. Cardew -
$75,000; Mr. Hertz - $45,000; and Mr. Barrow $25,000.
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.
12
<PAGE>
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 1996.
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
13
<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.
<TABLE>
<CAPTION>
Date Company Index Market Index Peer Index
<S> <C> <C> <C>
12/31/91 100.000 100.000 100.000
01/31/92 105.233 105.847 105.003
02/28/92 101.163 108.246 110.516
03/31/92 103.267 103.137 112.120
04/30/92 105.613 98.714 117.275
05/29/92 107.960 99.996 122.568
06/30/92 112.267 96.086 122.238
07/31/92 110.083 99.490 125.325
08/31/92 107.124 96.449 123.041
09/30/92 109.862 100.034 126.041
10/30/92 108.369 103.974 128.691
11/30/92 109.862 112.247 137.075
12/31/92 112.624 116.378 145.551
01/29/93 130.692 119.691 151.206
02/26/93 137.919 115.226 154.781
03/31/93 135.855 118.561 161.048
04/30/93 140.100 113.501 154.481
05/28/93 139.494 120.281 151.356
06/30/93 136.825 120.837 155.641
07/30/93 134.382 120.980 161.197
08/31/93 133.466 127.233 165.491
09/30/93 136.594 131.022 170.133
10/29/93 135.364 133.967 167.647
11/30/93 130.441 129.972 160.930
12/31/93 134.525 133.595 165.989
01/31/94 131.426 137.650 168.716
02/28/94 128.326 136.363 166.595
03/31/94 129.957 127.976 163.981
04/29/94 124.959 126.315 169.283
05/31/94 127.458 126.624 177.001
06/30/94 128.458 121.993 177.010
07/29/94 130.977 124.495 179.466
08/31/94 130.977 132.432 184.053
09/30/94 130.953 132.094 178.971
10/31/94 132.224 134.689 173.594
11/30/94 132.224 130.221 166.347
12/30/94 130.940 130.587 165.385
01/31/95 132.224 131.318 170.945
02/28/95 136.075 138.263 179.305
03/31/95 132.212 142.360 181.073
04/28/95 134.804 146.842 186.091
05/31/95 132.212 150.628 191.762
06/30/95 136.767 162.835 199.915
07/31/95 136.113 174.804 209.334
08/31/95 162.288 178.347 220.571
09/29/95 160.587 182.448 225.665
10/31/95 161.248 181.403 229.347
11/30/95 171.821 185.662 241.111
12/29/95 168.096 184.674 246.319
01/31/96 166.762 185.587 246.973
02/29/96 162.759 192.660 250.360
03/29/96 156.302 193.300 256.104
04/30/96 163.040 209.334 254.787
05/31/96 160.345 218.945 259.068
06/28/96 146.954 209.078 260.368
07/31/96 146.954 190.458 257.175
08/30/96 165.324 201.130 275.251
09/30/96 165.149 216.524 288.514
10/31/96 167.901 214.151 301.107
11/29/96 178.911 227.423 323.619
12/31/96 180.845 227.164 325.600
</TABLE>
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
LEGEND
Symbol CRSP Total Returns Index for: 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
- ------ ----------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
- ---- MERCHANTS NEW YORK BANCORP 100.0 112.6 134.5 130.9 168.1 180.8
... -- . Nasdaq Stock Market (US 100.0 116.4 133.6 130.6 184.7 227.2
Companies)
- - - - - - Nasdaq Bank Stocks 100.0 145.6 166.0 165.4 246.3 325.6
- - SIC 6020-6029, 6710-6719 US &
Foreign
<FN>
Notes:
A. The lines represent 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 monthly interval, based on the fiscal year-end, is not a trading
day, the preceding trading days is used.
D. The index level for all series was set to $100.0 on 12/31/91.
</TABLE>
14
<PAGE>
There can be no assurance as to future trends in the cumulative total
return of the Company's Common stock or of the foregoing indices. The Company
does not make or endorse any predictions as to future stock performance.
In August, 1996 the Board of Directors approved for the first time in the
Company's history, a buy back program of the Company's common stock. Up to 5% of
the outstanding shares (or approximately 250,000 shares) has been approved for
this program. As of December 31, 1996, 17,890 shares have been repurchased, at a
cost of $553,000, which reduced shareholders' equity. The Company may not pay
dividends on its own repurchased stock.
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 1996, the Bank paid SMM&S approximately
$338,000 for legal services rendered for the Bank, and compensation to be paid
for legal services rendered during 1997 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 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.
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 1997. 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.
15
<PAGE>
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED.
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers and directors, and persons who beneficially own 10% of
the Company's Common Stock (the "REPORTING PERSONS"), to file reports regarding
their Company Common Stock ownership and changes in ownership with the SEC.
Based solely on a review of the copies of such forms furnished to the Company
and written representations from certain of the Reporting Persons, the Company
believes that during 1996, the Reporting Persons complied with all Section 16(a)
reporting requirements applicable to them, except that Mr. Hertz, a Director of
the Company, inadvertently filed one ownership report approximately five days
late.
STOCKHOLDER PROPOSALS
Any stockholder who wishes to submit a proposal for the 1998 Annual
Meeting of Stockholders of the Company should submit the proposal to the Company
by November 28, 1997.
By the order of the Board of Directors
Spencer B. Witty
Chairman of the Board
James G. Lawrence
President and Chief Executive Officer
NEW YORK, NEW YORK
March 28, 1997
16
<PAGE>
PROXY MERCHANTS NEW YORK BANCORP PROXY
ANNUAL MEETING OF STOCKHOLDERS--APRIL 30, 1997
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, 1997.
PLEASE DATE, SIGN AND RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
DATED:_________________________________________, 1997
_________________________________________________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 ARE HELD IN THE NAME OF TWO OR MORE PERSONS, ALL
SHOULD SIGN.)
