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Merchants New York Bancorp
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<PAGE>
Filed by Merchants New York Bancorp
Pursuant to Rule 14a-12
under the Securities Exchange Act of 1934
Subject Company: Merchants New York Bancorp
Commission File No. 0-22058
The following are investor presentation materials released by Merchants New York
Bancorp on September 6, 2000.
VALLEY NATIONAL BANCORP
NYSE: VLY
Acquisition of
MERCHANTS NEW YORK BANCORP, INC.
NASDAQ NMS: MBNY
September 6, 2000
<PAGE>
INVESTOR CONFERENCE CALL INFORMATION
Representatives of VLY and MBNY management will present an overview of this
transaction and respond to investor questions via conference call on September
6, 2000 at 11:00 AM eastern daylight time. Please join the conference call at
least 10 minutes prior to its start
Dial-in number: 800-450-0818
International dial-in number: 612-332-0418
Access code: Valley
Replay number: 800-475-6701
International replay number: 320-365-3844
Access code: 537260
The replay will begin at 1:00 PM EDT on September 6, 2000 and run through 11:59
PM EDT on September 8, 2000.
[Valley logo] [Merchants logo]
<PAGE>
[Valley logo] [Merchants logo]
TERMS OF TRANSACTIONS
Consideration
100% common stock
Fixed exchange ratio
0.7634 VLY shares exchanged for each MBNY share, resulting in 19%
pro forma ownership
Transaction value, including options*
Approximately $375 million
Transaction value per common share*
$20.04
Accounting treatment
Pooling-of-interests
Stock option agreement
MBNY issued an option to VLY to purchase 19.9% of its pro forma
outstanding shares
Board and management representation
Three MBNY directors will join the VLY holding company board All MBNY
senior officers will join the VLY management team
Expected closing date
First quarter 2001
*Based on closing price of $26.25 on September 5, 2000
[Valley logo] [Merchants logo]
<PAGE>
STRATEGIC RATIONALE
Excellent revenue growth prospects through sale of VLY products to
MBNY customer base
- Expansion of MBNY consumer and residential mortgage lending portfolio
- Development of MBNY consumer deposit base
- Addition of ATM infrastructure to MBNY franchise
- Issuance of debit cards to customers
- Trust, asset management and insurance services
- Minimal additional marginal cost incurred
Similar culture focused on strong asset quality, customer service and
earnings
- Each successfully compete with major money center banks in Manhattan
- Middle-market lenders
- Senior management involvement in commercial lending
- High level of senior management accessibility
[Valley logo] [Merchants logo]
<PAGE>
STRATEGIC RATIONALE (Continued)
Close proximity, removes artificial state-line barrier
- All existing offices are within approximately 15 miles of VLY
headquarters
- Most MBNY customers are within 45 minutes of VLY headquarters
- Enables VLY to expand franchise into economically viable, densely
populated area while maintaining super community bank model
- Opportunity to open additional offices in New York
Low business risk for significant Manhattan franchise
- High-quality investment portfolio comprising 60% of total assets
- Well-managed, high quality loan portfolio with sufficient reserve
ratios
[Valley logo] [Merchants logo]
<PAGE>
OVERVIEW OF VALLEY
Data as of or for the twelve months ended June 30, 2000, dollars in thousands
except for per share amounts
Total Assets $6,292,729
Net Loans 4,574,487
Securities 1,299,582
Deposits 5,018,217
Total Equity 520,665
Tangible Equity / Total Assets 8.19%
Gross Loans / Total Assets 73.39%
Loan Loss Reserves / Gross Loans 1.19%
Latest Twelve Months' ROAE 19.66%
Latest Twelve Months' ROAA 1.75%
Efficiency Ratio 44.79%
Latest Twelve Months' EPS $1.72
[Valley logo] [Merchants logo]
<PAGE>
OVERVIEW OF MERCHANTS
Data as of or for the twelve months ended June 30, 2000, dollars in thousands
except for per share amounts
Total Assets $1,369,676
Net Loans 469,174
Securities 814,128
Deposits 927,087
Total Equity 96,688
Tangible Equity / Total Assets 7.04%
Gross Loans / Total Assets 35.01%
Loan Loss Reserves / Gross Loans 2.14%
Latest Twelve Months' ROAE 20.50%
Latest Twelve Months' ROAA 1.54%
Efficiency Ratio 42.34%
Latest Twelve Months' EPS $1.11
[Valley logo] [Merchants logo]
<PAGE>
CONTINUED BALANCE SHEET AND CAPITAL STRENGTH
VLY balance sheet will remain strong and well-capitalized
Data as of June 30, 2000, VLY MBNY Pro Forma
dollars in thousands
Total Assets $6,292,729 $1,369,676 $7,662,405
Net Loans 4,574,487 469,174 5,043,661
Securities 1,299,582 814,128 2,113,710
Deposits 5,018,217 927,087 5,945,304
Borrowings 706,555 312,096 1,018,651
Equity 520,565 96,688 617,253
Market Capitalization 1,586,372 327,498 1,960,014*
Tangible Equity/Assets 8.19% 7.04% 7.98%
*Includes 14,233,965 VLY shares issued to MBNY at current stock price of $26.25.
[Valley logo] [Merchants logo]
<PAGE>
PRO FORMA, VALLEY EXPECTS CONTINUED STRONG FINANCIAL RESULTS
VLY expects to continue to deliver among the best and most consistent
performance of any super community bank in the nation
Transaction expected to be accretive to 2001 earnings per share
- Before expected revenue enhancements
Anticipate savings of 15-20% of MBNY non-interest expense
One-time transaction costs will be reasonable
Top-line revenue growth expected to accelerate
[Valley logo] [Merchants logo]
<PAGE>
SUMMARY
Natural extension of VLY franchise
- Similar culture, focus on asset quality and earnings
Provides an excellent platform for VLY fast-growing middle market banking
model
Creates new lending and fee income opportunities
Accretive transaction
Enhances VLY long term earnings prospects
Low execution risk
[Valley logo] [Merchants logo]
<PAGE>
CONTINUED FOCUSED GROWTH
[Map of Manhattan showing 7 Merchants branch locations]
- 62 W. 47th St., Total Deposits $194
- 1040 Sixth Avenue, Total Deposits: $60
- 275 Madison Avenue, Total Deposits: $231
- 295 Fifth Avenue, Total Deposits: $111
- 145 Fifth Avenue, Total Deposits: $100
- 434 Broadway, Total Deposits: $213
- 93 Canal Street, Total Deposits: $27
Average Deposits for the month ended June 30, 2000, dollars in millions
[Insert map of Northern New Jersey showing 117 Valley branch loactions]
117 Full-Service Banking Locations in Northern New Jersey and 7 in Manhattan
[Valley logo] [Merchants logo]
<PAGE>
INFORMATION FOR INVESTORS AND STOCKHOLDERS
This document contains forward-looking statements concerning the financial
condition, results of operations and business of Valley following the
consummation of its proposed acquisition of Merchants, the anticipated financial
and other benefits of the proposed acquisition and the plans and objectives of
Valley's management following the proposed acquisition, including, without
limitation, statements relating to the cost savings expected to result from the
proposed acquisition, and anticipated results of operations of the combined
company following the proposed acquisition. Generally, the words "will," "may,"
"should," "continue," "believes," "expects," "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve certain risks and uncertainties. Factors that could cause
actual results to differ materially from those contemplated by the
forward-looking statements include, among others, the following factors: (1)
cost savings expected to result from the proposed acquisition may not be fully
realized or realized within the expected time frame; (2)operating results
following the proposed acquisition may be lower than expected; (3) competitive
pressure among financial services companies may increase significantly; (4)
costs or difficulties related to the integration of the businesses of Valley and
Merchants may be greater than expected; (5) adverse changes in the interest rate
environment may reduce interest margins of the combined company; (6) general
economic conditions, whether nationally or in the market areas in which Valley
and Merchants conduct business, may be less favorable than expected; (7)
legislation or regulatory changes may adversely affect the businesses in which
Valley and Merchants are engaged; or (8) adverse changes may occur in the
securities markets. Readers are cautioned not to place undue reliance on
forward-looking statements which are subject to influence by the named risk
factors and unanticipated future events. Actual results may differ materially
from management expectations. Both Valley and Merchants disclaim any obligation
to update or revise any forward-looking statements based on the occurrence of
future events, the receipt of new information, or otherwise.
Valley and Merchants will be filing with the SEC a joint proxy
statement-prospectus with respect to solicitation of proxies of their
stockholders to approve the proposed merger and Valley will be filing a
registration statement with respect to the common stock to be issued in the
merger. Investors and security holders are advised to read the joint proxy
statement-prospectus and the registration statement, when each of these
documents becomes available, because each of them will contain important
information. Investors and security holders may obtain a free copy of the joint
proxy statement-prospectus and the registration statement (when available) and
other documents filed by Valley or Merchants with the SEC at the SEC's Internet
web site at www.sec.gov. The joint proxy statement-prospectus and the
registration statement (when available) and such other documents filed by Valley
with the SEC will be available free of charge by contacting Valley National
Bancorp, 1455 Valley Road, Wayne, NJ 07474, Attention: Dianne Grenz, telephone:
(973) 305-3380. Documents filed with the SEC by Merchants will be available free
of charge by contacting Merchants New York Bancorp, Inc., 275 Madison Avenue,
New York, NY 10016, Attention: Karen Deitz, Corporate Secretary, telephone:
(212) 973-6638. Shareholders and investors should read the joint proxy
statement-prospectus carefully when it becomes available before making any
voting or investment decisions.
Merchants and its directors and executive officers may be deemed under rules of
the SEC to be "participants in the solicitation" of proxies from Merchants
stockholders to approve the proposed merger. Those persons, each of whom
beneficially owns less than 1% of Merchants' outstanding shares except as
otherwise indicated after his or her name, are: Charles J. Baum (director),
William J. Cardew (director and executive officer), Eric W. Gould (director and
executive officer, 1.98%), Rudolf H. Hertz (director, 2.17%), James G. Lawrence
(director and executive officer, 1.64%), Robinson Markel (director, 2.21%), Paul
Meyrowitz (director), Alan Mirken (director), Mitchell J. Nelson (director,
1.35%), Leonard Schlussel (director, 2.25%), Charles I. Silberman (director,
2.74%), Marcia Toledano (director, 2.76%) and Spencer B. Witty (director and
executive officer, 9.06%). As a group, all Merchants directors and executive
officers (13 persons) beneficially own 23.8% of Merchants' outstanding shares.
