SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 5, 2000
MERCHANTS NEW YORK BANCORP, INC.
(Exact name of registrant as specified in charter)
Delaware 0-22058 13-3650812
(State or other jurisdiction of Commission File No. (IRS employer
incorporation or organization) identification No.)
275 Madison Avenue, New York, N.Y. 10016
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (212) 973-6600
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Item 5. Other Events
On September 5, 2000, the Registrant, the Registrant's subsidiary The
Merchants Bank of New York ("Merchants Bank"), Valley National Bancorp, a New
Jersey corporation ("Valley") and its subsidiary Valley National Bank ("Valley
Bank") signed an Agreement and Plan of Merger that contemplates the merger of
the Registrant with and into Valley (the "Merger"), followed immediately by the
merger of Merchants Bank with and into Valley Bank.
Also on September 5, 2000, the Registrant and Valley signed a Stock Option
Agreement. This agreement gives Valley an option to purchase 4,663,741 shares of
the Registrant's common stock, $0.001 par value per share (approximately 19.9%
of the amount outstanding), at a price of $16.98 per share, subject to
adjustment, only upon the occurrence of any of several defined "Triggering
Events" which relate to actions by Registrant looking toward a business
combination of Registrant with a person other than Valley.
On September 6, 2000 the Registrant issued a press release announcing the
Merger. On the same day, the Registrant and Valley issued investor presentation
materials in connection with an investor conference telephone call relating to
the Merger that took place at 11 a.m. that day. On September 8, 2000, the
Registrant transmitted a letter to its stockholders announcing the Merger. The
materials identified in this paragraph were filed with the Securities and
Exchange Commission on September 8, 2000.
At its regularly scheduled Board meeting held September 19, 2000, the
Registrant terminated its previously announced stock repurchase program. This
was done in view of the pendency of the Merger, which is to be accounted for as
a pooling of interests. Further repurchases would be inconsistent with that
accounting treatment. Since the inception of the plan in August, 1996, a total
of 1,897,346 shares had been repurchased out of a total authorized repurchase of
approximately 2,500,000 shares (adjusted for 2-for-1 splits of the Registrant's
common stock that took place in 1997 and 1999.) A press release announcing the
termination was issued on September 19, 2000.
Item 7. Exhibits
Exhibit 2.1 Agreement and Plan of Merger among the Registrant, Valley
National Bancorp, The Merchants Bank of New York and Valley
National Bank dated September 5, 2000, with exhibits including
Agreement to Merge between Valley National Bank and The
Merchants Bank Of New York.
Exhibit 10.1 Stock Option Agreement between the Registrant and Valley
National Bancorp.
Exhibit 99.1 Press Release dated September 6, 2000.
Exhibit 99.2 Investor presentation materials used on September 6, 2000.
Exhibit 99.3 Letter to Stockholders of Registrant dated September 8, 2000.
Exhibit 99.4 Press Release dated September 19, 2000.
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INDEX TO EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Merger dated September 5, 2000 among
Registrant, Valley National Bancorp, The Merchants Bank of New York
and Valley National Bank
10.1 Stock Option Agreement dated September 5, 2000 between Registrant
and Valley National Bancorp
99.1 Press Release dated September 6, 2000
99.2 Investor presentation materials used on September 6, 2000
99.3 Letter to Stockholders of Registrant dated September 8, 2000
99.4 Press Release dated September 19, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Dated: September 19, 2000
MERCHANTS NEW YORK BANCORP
By /s/ William J. Cardew
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William J. Cardew
Vice Chairman and Chief Financial Officer
