EXHIBIT 99.1
RELIANCE BANCORP, INC.
585 STEWART AVENUE (516) 222-9300
GARDEN CITY, NY 11530 FAX: (516) 222-4559
NEWS RELEASE
FOR IMMEDIATE RELEASE
For Information Contact:
Paul D. Hagan Thomas R. Cangemi
Reliance Bancorp, Inc. Continental Bank
Vice President and CFO Senior Vice President and CFO
(516) 222-9300 ext. 286 (516) 254-2536
RELIANCE BANCORP, INC. ENTERS INTO AGREEMENT TO ACQUIRE
CONTINENTAL BANK
Garden City, New York, May 5, 1997
Reliance Bancorp, Inc. (NASDAQ/NMS: RELY) ("Reliance") based in Garden City, New
York, and Continental Bank (NASDAQ/NMS: COBG) ("Continental") jointly announced
today that they have entered into a definitive agreement pursuant to which
Reliance will acquire Continental, a $173.0 million commercial bank based in
Garden City, New York. Upon completion of the acquisition, Continental will
merge into Reliance Federal Savings Bank, Reliance's wholly owned thrift
subsidiary. The transaction received the unanimous approval of the Boards of
Directors of Reliance Bancorp, Inc. and Continental Bank.
Under the terms of the agreement, Reliance will issue 1.10 shares of its common
stock for each outstanding common share of Continental. Based upon the closing
price of Reliance's common stock as of May 2, 1997, Continental's shareholders
will receive common stock valued at $26.40. The total transaction value is
estimated to be $24.2 million. The transaction will be accounted for under the
purchase method of accounting and therefore, will not affect Reliance's ability
to repurchase shares under its current and future stock repurchase programs. The
acquisition is expected to be completed in the fourth quarter of calendar year
1997, and is subject to the approval of the stockholders of Continental Bank and
regulatory authorities. Reliance estimates that operational efficiencies
generated as a result of the transaction will produce cost savings equal to 35%
of Continental's non-interest expense. In connection with the transaction, there
is a provision for a termination fee payable to Reliance if the transaction is
not completed under certain circumstances. In addition, Continental has granted
Reliance an option to purchase shares equal to 19.9% of Continental's
outstanding common stock under certain conditions.
Based on March 31, 1997 financial information, the combined company would have
total assets of $2.1 billion, deposits of $1.5 billion, 30 banking offices
located in the counties of Queens, Nassau, and Suffolk and 5 Money Center check
cashing facilities and a commercial lending facility in Manhattan.
Raymond A. Nielsen, President and Chief Executive Officer of Reliance commented,
"We are extremely pleased to have the opportunity to add the Continental
franchise to our organization. This strategic in-market acquisition is
consistent with our stated strategies for increasing both earnings per share and
the rate of return generated on stockholders' equity. The acquisition of
Continental Bank with its strong history of service to its communities will
bring commercial banking relationships to Reliance and accelerate our efforts to
become more active in commercial lending. This acquisition rounds out our
existing lending and deposit services by further strengthening our current
banking offices with the addition of commercial banking services. The
acquisition is consistent with our goal of becoming a full service community
bank. We are confident that the addition of the Continental loan portfolio and
deposit base together with the operational efficiencies generated from this
transaction will increase Reliance's earnings and generate growing value for
Reliance stockholders."
Irwin B. Nelson, Chairman of the Board of Continental stated, "The customers and
communities served by Reliance and Continental will all benefit from the
combined talents of our people. The expanded franchise will enable us to better
serve our business customers with a wider banking office network and increased
lending capacity."
Reliance Bancorp, Inc. and its subsidiary, Reliance Federal Savings Bank operate
28 full service banking offices in the counties of Queens, Nassau and Suffolk.
As of March 31, 1997 total assets were $1.9 billion, deposits were $1.4 billion
and total stockholders' equity was $155.0 million. The Bank provides retail
banking services including multi-family, consumer, residential mortgage lending
and deposit services to over 150,000 customers.
Continental Bank operates 2 full service commercial banking offices in the New
York Counties of Nassau and Suffolk and a commercial lending facility in
Manhattan. Continental also operates 5 Money Center check cashing facilities in
Manhattan which provide additional fee income. As of March 31, 1997, total
assets of Continental Bank were $173.0 million, deposits were $132.7 million and
total stockholders' equity was $12.2 million. Continental reported net income of
$633,600, or $0.69 per share, for the quarter ended March 31, 1997.