Magazine article American Banker

Roslyn to Shareholders: Say 'Yes' to N.Y. Thrift Deal

Magazine article American Banker

Roslyn to Shareholders: Say 'Yes' to N.Y. Thrift Deal

Article excerpt

By AARON ELSTEIN In an effort to preserve a troubled merger, Roslyn (N.Y.) Bancorp chairman Joseph L. Mancino has written to his shareholders urging them to approve his company's pending merger with T R Financial Corp., the parent of Roosevelt Savings Bank.

"Roslyn and Roosevelt are compatible in every way," Mr. Mancino said in a letter dated Monday, his second to shareholders in less than a week. "Therefore, I urge you to vote FOR the merger."

Such letters have rarely been needed in banking, because the completion of deals has usually been a foregone conclusion. But given the recent volatility in the stock market, more bank executives could find themselves in the same straits as Mr. Mancino.

Peppering his text with capital letters to underscore the urgency of the situation, Mr. Mancino reminded shareholders that failing to vote by Dec. 22 in favor of the merger would have the same effect as voting against it. He suggested readers contact the company's proxy solicitor, Kissel-Blake, "should you need assistance voting your shares."

Roslyn agreed to buy T R, Garden City, N.Y., on May 26 for about $1 billion. The deal would more than double Roslyn's size, to $7.7 billion of assets. The two companies said combining would enhance shareholder returns and perhaps the new, bigger company would attract the eye of another, bigger buyer.

But many shareholders disliked the proposed deal from the start.

Roslyn shares fell nearly 15% in value, to $23.5625, the day the deal was announced. Roslyn's stock slipped further in August and September, when investors shed shares in virtually all financial institutions. Roslyn shares Tuesday closed up 43.75 cents, to $18.875.

At that price, the all-stock merger may not be completed.

The deal terms state that the T R board may call off the sale if Roslyn's shares trade at an average of under $20. …

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