PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE
ACT OF 1934
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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 is a letter to stockholders of Merchants New York Bancorp released
by it on September 7, 2000.
A Message to our Stockholders:
Today marks an important turning point in the history of Merchants New York
Bancorp and The Merchants Bank of New York, with the announcement that we have
entered into a merger agreement with Valley National Bank. Merchants will become
part of the rapidly expanding Valley Group, who we expect to provide a premium
over recent prices of our shares, and also to enhance the prospect for greater
growth in future shareholder value.
Under the terms of the merger, Merchants shareholders will receive 0.7634 Valley
shares in exchange for each Merchants share. On September 5, Valley shares
closed on the New York Stock Exchange at $26.25, which equates to a value for
each Merchants share of just over $20. Based on these values, the total value of
the transaction is about $375 million. Given Valley's current dividend practice,
dividend income for our shareholders should increase by almost 60% following the
merger. Valley (VLY) will have about 75 million shares outstanding which are
traded on the New York Stock Exchange. This will add marketability to our
shares.
While our holding company will merge into Valley National Bancorp and our bank
will merge into Valley National Bank, the Merchants name will be preserved. Our
branches and management will continue to operate under the name "The Merchants
Bank of New York - a Division of Valley National Bank".
Valley National Bank, headquartered in Wayne, New Jersey, is a strong, highly
efficient top performing super community bank that emphasizes middle market
commercial and consumer lending. The Bank has a record of 72 consecutive years
of profitable operation and a long history of increased dividends. The Bank has
a successful record of leveraging its super community bank strategy in its 17
previous acquisitions during the past 23 years. With the addition of our seven
Manhattan branches, it will have a total of 130 branches.
As a result of the merger, Merchants will be able to provide larger loans to
customers because of Valley's greater lending limit. Customers will easily be
able to obtain residential mortgages, title insurance, home equity loans, trust
services, auto and consumer loans, asset management services, on-line banking,
ATM's, insurance and pension services, fiduciary services and more. All of these
services will be available at The Merchants Bank of New York.
The acquisition of Merchants New York Bancorp is structured as a tax-free merger
to be accounted for as a pooling of interests. The merger will require
regulatory approval and approval by shareholders of both companies. We expect
completion during the first quarter of 2001. We will be providing you with
information about our company and Valley, about the merger transaction, and
about future plans for the combined companies, over the next few months.
Sincerely,
Spencer B. Witty
Chairman
<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.
