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NATIONAL COMMUNITY BANKS SHAREHOLDERS APPROVE MERGER

 WEST PATERSON, N.J., June 8 /PRNewswire/ -- Shareholders of National Community Banks, Inc. (NASDAQ: NCBR) ("NCB") today approved by a substantial margin the proposed merger of NCB into a wholly-owned subsidiary of Bank of New York Company, Inc. (NYSE: BK) ("BNY").
 Under the terms of the merger agreement, which was signed Jan. 29, 1993, each NCB shareholder will receive .96 BNY common shares in exchange for each share of NCB common stock. The outstanding preferred stock of NCB will be exchanged for a comparable newly created issue of BNY preferred. The merger will be tax-free to NCB shareholders and will be accounted for as a pooling of interests.
 The merger, which was approved by holders of more than 75.1 percent of the outstanding shares of NCB common stock, is expected to be completed in the second half of 1993, subject to state regulatory approval and certain other conditions. Of those shares voted at the meeting, more than 89.4 percent of the NCB shares approved the merger.
 After the merger is completed, BNY will have more than $45 billion in total assets and rank among the nation's 17th largest bank holding companies.
 -0- 6/8/93
 /CONTACT: Arthur C. Ramirez, first senior vice president, (media), 201-357-7109, or Anthony J. Franchina, executive vice president and treasurer, (media), 201-357-7106, both of National Community Banks, Inc./
 (NCBR BK)


CO: National Community Banks, Inc.; Bank of New York Company, Inc. ST: New Jersey, New York IN: FIN SU: TNM

TM-TS -- NY082 -- 6730 06/08/93 17:14 EDT
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Publication:PR Newswire
Date:Jun 8, 1993
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