-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, A+pfje4OxtQWHmTGQiaIMRl5Ky9enDDX9crMCoKGN298WZOZgJWvTxN4OcCSU+tU bEXIV4SEHxignvwtHYdtQQ== 0000714310-95-000014.txt : 19950907 0000714310-95-000014.hdr.sgml : 19950907 ACCESSION NUMBER: 0000714310-95-000014 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950906 ITEM INFORMATION: Changes in control of registrant FILED AS OF DATE: 19950906 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VALLEY NATIONAL BANCORP CENTRAL INDEX KEY: 0000714310 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222477875 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-11179 FILM NUMBER: 95570495 BUSINESS ADDRESS: STREET 1: 1445 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07474 BUSINESS PHONE: 2013058800 8-K/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 6, 1995 VALLEY NATIONAL BANCORP (Exact name of registrant as specified in its charter) New Jersey (State or other jurisdiction of incorporation) 0-11179 22-2477875 (Commission File Number) (IRS Employer Identification No.) 1455 Valley Road, Wayne, New Jersey 07470 (Address of principal executive offices) (201) 305-8800 (Registrant's telephone number, including area code) Item 7. Financial Statements and Exhibits. (a) Financial Statements of Business Acquired. The following audited financial statements of Lakeland are incorporated by reference into this report from the Annual Report of Lakeland on Form 10-K for the fiscal year ended June 30, 1994, previously filed with the Commission: Consolidated Statements of Income for each of the three fiscal years in the period ended June 30, 1994. Consolidated Balance Sheets as of June 30, 1994 and 1993. Consolidated Statements of Changes in Stockholders' Equity for each of the three fiscal years in the period ended June 30, 1994. Consolidated Statements of Cash Flows for each of the three fiscal years in the period ended June 30, 1994. Notes to Consolidated Financial Statements. Pursuant to paragraph (a) (2) of Item 7 of Form 8-K, a manually signed accountants' report with respect to the above-referenced audited financial statements is included as an exhibit to this Form 8-K. The following unaudited interim financial statements of Lakeland are incorporated by reference into this report from the Quarterly Report of Lakeland on Form 10-Q for the fiscal quarter ended March 31, 1995, previously filed with the Commission: Unaudited Consolidated Statements of Income for the nine- and three-month periods ended March 31, 1995 and 1994. Unaudited Consolidated Balance Sheets as of March 31, 1995 and June 30, 1994. Unaudited Consolidated Statements of Cash Flows for the nine-month periods ended March 31, 1995 and 1994. Notes to Consolidated Financial Statements. (b) Pro forma financial information. The following unaudited pro forma combined financial information presents the Pro Forma Combined Condensed Statement of Condition of Valley and Lakeland at March 31, 1995 giving effect to the Merger as if it had been consummated at such date. Also presented are the Pro Forma Combined Condensed Statements of Income for the three months ended March 31, 1995 and for the years ended December 31, 1994, 1993, and 1992 giving effect to the Merger as if it was consummated at the beginning of each period presented. The unaudited pro forma information is based on the historical financial statements of Valley and Lakeland after giving effect to the Merger under the pooling-of-interests method of accounting and based upon the assumptions and adjustments contained in the footnotes to the Unaudited Pro Forma Combined Condensed Financial Statements. Lakeland's fiscal year ends on June 30 and Valley's year ends on December 31. In the pro forma financial statements contained in the proxy statement/prospectus in connection with the Merger included in the Registration Statement filed by Valley with the Securities and Exchange Commission, file No. 33-58497 ("the Registration Statement"), Lakeland's year-end was adjusted from June 30 to December 31 in order to coincide with Valley's year-end of December 31. Subsequent to the filing of the Registration Statement and after further evaluation, Valley determined that the combination of Valley and Lakeland could alternatively be accounted for by combining Lakeland's actual year-end of June 30 with Valley's actual year-end of December 31 as described below. The pro forma condensed statement of income for the year ended December 31, 1994 combines Lakeland's statement of income for the 12 month period ended June 30, 1995 with Valley's statement of income for the 12 month period ended December 31, 1994. The pro forma condensed statement of income for the year ended December 31, 1993 combines Lakeland's statement of income for the 12 month period ended June 30, 1994 with Valley's statement of income for the 12 month period ended December 31, 1993. The pro forma statement of income for the year ended December 31, 1992 combines Lakeland's statement of income for the 12 month period ended June 30, 1993 with Valley's statement of income for the 12 month period ended December 31, 1992. The pro forma combined statement of income for the three month period ended March 31, 1995 combines Lakeland's statement of income for the three month period ended March 31, 1995 with Valley's statement of income for the three month period ended March 31, 1995. On January 1, 1995 retained earnings was adjusted to eliminate the earnings and dividends of Lakeland for the six month period ended June 30, 1995. In preparing the Pro Forma Combined Condensed Statement of Condition of Valley and Lakeland at March 31, 1995, retained earnings included the earnings, cash dividends and stock dividend of Valley and Lakeland for the three months ended March 31, 1995. The unaudited pro forma combined financial information has been prepared by Valley's management based upon the historical financial statements and related notes thereto of Valley and Lakeland, available in the Form 10-k's filed by Valley and Lakeland. American Union Bank was merged into Valley at the close of business on February 28, 1995, and was accounted for under the pooling-of-interests method of accounting. For the period ended March 31, 1995 American Union was combined with Valley and included in the pro forma combined statement of condition and pro forma combined statement of income. The pro forma combined statement of financial condition at December 31, 1994 and the pro forma combined statements of income for the periods ending December 31, 1994, 1993, and 1992 were not restated for the American Union merger as the combined results would not be materially different from those presented. (c) Exhibits 2 Amended and Restated Agreement and Plan of Merger, dated as of April 21, 1995, among Valley, Lakeland, the Bank and VNB. (Incorporated by reference from Valley's Registration Statement on Form S-4, File No. 33-58497, filed with the Commission (Annex A to the Proxy Statement/Prospectus contained therein). 23 Report and Consent of Stephen P. Radics & Co. 99 Press Release dated June 30, 1995 PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION (Unaudited) At March 31, 1995 Pro Forma(1)Pro Forma Valley Lakeland Adjustments Combined (In Thousands) ASSETS: Cash and due from banks $131,359 $ 13,043 - $144,402 Investment securities held to maturity 822,206 250,470 - 1,072,676 Investment securities available for sale 484,091 672 - 484,763 Loans 2,248,208 402,494 - 2,650,702 Allowance for possible loan losses (37,087) (5,669) - (42,756) Other assets 175,349 15,657 - 191,006 Total assets $3,824,126 $676,667 - $4,500,793 LIABILITIES: Deposits $3,424,447 $545,495 - $3,969,942 Borrowings 41,798 71,076 - 112,874 Other liabilities 35,781 4,767 - 40,548 Total liabilities 3,502,026 621,338 - 4,123,364 SHAREHOLDERS' EQUITY Common Stock 17,229 391 2,277 19,897 Surplus 177,018 40,803 (2,277) 215,544 Retained earnings, net 130,017 14,135 - 144,152 Treasury stock (2,164) - - (2,164) Total shareholders, equity 322,100 55,329 - 377,429 Total liabilities and shareholders' equity $3,824,126 $676,667 - $4,500,793 _______________ (1) To record the exchange of 3,886,845 shares of Lakeland for 4,998,483 shares of Valley Common Stock PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED) Three Months Ended March 31, 1995 (In thousands, except per share data) PRO FORMA VALLEY LAKELAND COMBINED Interest income $66,047 $12,600 $78,647 Interest expense 28,493 6,097 34,590 Net interest income 37,554 6,503 44,057 Provision for possible loan losses 519 307 826 Net interest income after provision for possible loan losses 37,035 6,196 43,231 Non-interest income 4,716 387 5,103 Non-interest expense 19,703 2,534 22,237 Income before income taxes 22,048 4,049 26,097 Income taxes 7,330 1,401 8,731 Net income $14,718 $ 2,648 $17,366 Weighted average number of shares outstanding(1) 30,581,185 3,971,678 35,688,763 PER COMMON SHARE DATA Net income per share $0.48 $0.52 $0.49 Cash dividends declared $0.24 $0.15 $0.24 ______________ (1) The weighted average number of shares of Lakeland must be multiplied by the exchange ratio of 1.286% to obtain the equivalent number of Valley shares. PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED) Year Ended December 31, 1994 (In thousands, except per share data) PRO FORMA VALLEY LAKELAND COMBINED Interest income $242,945 $49,638 $292,583 Interest expense 93,839 23,626 117,465 Net interest income 149,106 26,012 175,118 Provision for possible loan losses 3,545 1,652 5,197 Net interest income after provision for possible loan losses 145,561 24,360 169,921 Non-interest income 22,479 1,488 23,967 Non-interest expense(1) 79,018 11,576 90,594 Income before income taxes 89,022 14,272 103,294 Income taxes(2) 29,978 8,745 38,723 Net income $ 59,044 $ 5,527 $ 64,571 Weighted average number of shares outstanding(3) 30,165,895 3,994,126 35,302,341 PER COMMON SHARE DATA Net income per share $1.96 $1.38 $1.83 Cash dividends declared $0.93 $0.93 $0.93 ______________ (1)Includes approximately $2.4 million of one-time merger related expenses. (2)Includes one-time adjustment of approximately $3.5 million to recapture tax bad debt deductions previously taken by Lakeland and $500 thousand of tax benefits for merger related expenses. Tax bad debt deductions taken by a savings bank must be reversed when a savings bank is merged into a commercial bank. (3)The weighted average number of shares outstanding for Lakeland must be multiplied by the exchange ratio of 1.286% to obtain the equivalent number of Valley shares. PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED) Year Ended December 31, 1993 (In thousands, except per share data) PRO FORMA VALLEY LAKELAND COMBINED Interest income $237,461 $ 43,233 $280,694 Interest expense 93,426 20,596 114,022 Net interest income 144,035 22,637 166,672 Provision for possible loan losses 6,360 1,606 7,966 Net interest income after provision for possible loan losses 137,675 21,031 158,706 Non-interest income 26,514 1,476 27,990 Non-interest expense 76,640 9,032 85,672 Income before income taxes and cumulative effect of accounting change 87,549 13,475 101,024 Income taxes 30,703 4,935 35,638 Net income before cumulative effect of accounting change 56,846 8,540 65,386 Cumulative effect of accounting change (402) 0 (402) Net income $56,444 $8,540 $64,984 Weighted average number of shares outstanding(1) 29,673,933 3,936,523 34,736,301 PER COMMON SHARE DATA Net income per share before cumulative effect of accounting change $1.92 $2.17 $1.88 Net income per share $1.90 $2.17 $1.87 Cash dividends declared 0.74 0.75 0.74 _____________ (1)The weighted average number of shares outstanding for Lakeland must be multiplied by the exchange ratio of 1.286% to obtain the equivalent number of Valley shares. PRO FORMA CONDENSED STATEMENT OF INCOME (UNAUDITED) Year Ended December 31, 1992 (In thousands, except per share data) PRO FORMA VALLEY LAKELAND COMBINED Interest income $236,600 $37,323 $273,923 Interest expense 114,947 18,743 133,690 Net interest income 121,653 18,580 140,233 Provision for possible loan losses 16,320 2,535 18,855 Net interest income after provision for possible loan losses 105,333 16,045 121,378 Non-interest income 30,967 1,625 32,592 Non-interest expense 70,826 9,121 79,947 Income before income taxes and cumulative effect of accounting change 65,474 8,549 74,023 Income taxes(1) 22,095 3,177 25,272 Net income before cumulative effect of accounting change 43,379 5,372 48,751 Cumulative effect of accounting change 0 473 473 Net income $43,379 $5,845 $ 49,224 Weighted average number of shares outstanding(1) 29,267,409 3,869,824 34,244,003 PER COMMON SHARE DATA Net income per share before cumulative effect of accounting change $1.49 $1.39 $1.42 Net income per share $1.49 $1.51 $1.44 Cash dividends declared $0.67 $0.52 $0.67 ________________ (1)The weighted average number of shares outstanding for Lakeland must be multiplied by the exchange ratio of 1.286% to obtain the equivalent number of Valley shares. -----END PRIVACY-ENHANCED MESSAGE-----