-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CGW/aqK0VyHsI5H1hKjVlNPMDY/TCBFJ2QDRz4ZpatLsNjE0T1ugJ20oUM+7EmU0 8zjOBBegj9wznP4PCKJ5/w== 0000927796-99-000097.txt : 19990412 0000927796-99-000097.hdr.sgml : 19990412 ACCESSION NUMBER: 0000927796-99-000097 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990407 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990409 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 SEC ACT: SEC FILE NUMBER: 001-11277 FILM NUMBER: 99590484 BUSINESS ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9733053380 MAIL ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 8-K 1 CURRENT REPORT ON FORM 8-K ============================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 7, 1999 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) (973) 305-8800 -------------- (Registrant's telephone number, including area code) ============================================================= Item 5. Other Events - ------- ------------- On April 7, 1999, Valley National Bancorp ("Valley" or the Company") issued a press release reporting earnings for the quarter ended March 31, 1999. A copy of the press release is attached to this Form 8-K as an exhibit and is incorporated by reference herein. First quarter fully diluted earnings per share increased to $0.46 per share from $0.43 in 1998, an increase of 7 percent. Net income for the first quarter ended March 31, 1999 was $25.3 million, compared to $23.7 million for the same period in 1998. All data for 1998 has been restated to reflect the merger with Wayne Bancorp, Inc. on October 16, 1998, accounted for as a pooling of interests, and the 5 for 4 stock split issued during May 1998. The quarter ended March 31, 1999 produced an annualized return on average assets of 1.82 percent and an 18.09 percent annualized return on average equity. The efficiency ratio for the quarter ended March 31, 1999 was 41.8 percent. On April 7, 1999, the Company also issued a press release announcing the declaration of the Company's 5% stock dividend on the Company's common stock outstanding. The stock dividend is payable May 18, 1999 to shareholders of record May 7, 1999. Additionally, the Company announced the declaration of an increase in the Company's regular annual dividend rate from $0.95 per share on an after split basis to $1.04 per share of common stock. A copy of the press release is attached to this Form 8-K as an Exhibit. On December 17, 1998, the Company reached an agreement to acquire Ramapo Financial Corporation ("Ramapo") in a merger. The acquisition will be completed by the issuance of the Company's Common Stock totaling approximately 3.4 million shares. Under the terms of the merger agreement between Ramapo and the Company, each share of Ramapo common stock was to be converted into 0.425 shares of Valley common stock. However, as a result of the Company's 5% stock dividend referred to above, the 0.425 exchange ratio will be adjusted to 0.44625, assuming that the Ramapo merger is consummated after the May 7, 1999 record date for the Valley stock dividend, as is currently expected. The merger agreement provides Ramapo with the right to terminate the agreement if the average closing price of Valley common stock during a ten trading day period ending five days before the merger is less than $23.50. However, as a result of the Company's 5% stock dividend, and assuming the merger is completed in June 1999, as is currently contemplated, Ramapo's right to terminate the merger agreement will be adjusted and will be triggered if the (post-stock dividend) average closing price of Valley common stock during a ten trading day period ending five days before the merger is less than $22.38. Item 7. Exhibits - -------- ---------- Exhibit 99.1 Press Release - First Quarter Earnings Exhibit 99.2 Press Release - Stock Dividend SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VALLEY NATIONAL BANCORP Dated: April 8, 1999 By: ----------------------------- Alan D. Eskow Corporate Secretary INDEX TO EXHIBITS Exhibit No. Description - ---------- ----------- 99.1 Press Release - First Quarter Earnings 99.2 Press Release - Stock Dividend EX-99 2 EX. 99.1 - PRESS RELEASE - FIRST QUARTER EARNINGS VALLEY NATIONAL BANCORP EARNINGS PER SHARE REACH RECORD HIGH Wayne, NJ, April 7, 1999 - Valley National Bancorp (NYSE:VLY) reported record earnings per share on a diluted basis of $0.46 for the quarter ended March 31, 1999, an increase of 7 percent over the $0.43 for the quarter ended March 31, 1998. Net income for the quarter ended March 31, 1999 was $25.3 million, compared to $23.7 million for the same period in 1998. All data for 1998 has been restated to reflect the merger with Wayne Bancorp, Inc. on October 16, 1998, accounted for as a pooling of interests, and the 5 for 4 stock split issued during May 1998. The quarter ended March 31, 1999 produced an annualized return on average assets of 1.82 percent and an 18.09 percent annualized return on average equity. The efficiency ratio for the quarter ended March 31, 1999 was 41.8 percent, one of the best in the banking industry. Gerald H. Lipkin, Valley's Chairman, President and CEO stated, "We continue to focus on further enhancing our position as a "Super Community Bank" serving northern New Jersey. On December 17, 1998 we announced a merger with Ramapo Financial Corporation, the parent company of the $338 million, eight-branch Ramapo Bank headquartered in Wayne, New Jersey. Subject to receiving final regulatory and shareholder approval, the transaction will close mid June 1999." "We continue to develop our internet banking capabilities and currently are accepting applications for automobile loans on the web through Autoweb.com through our participation with a major nationwide insurance carrier. During the second quarter of 1999 Valley will begin accepting residential mortgage loan applications at VNBmortgage.com. Our /-BankWorks PC banking and bill payment product is in the process of being installed on our website and we expect this to be available over the internet within the next 90 days. Each of these products will allow customers access to Valley National Bank through an additional distribution channel and provide increased revenue opportunities for Valley." "Our branch expansion plans continued on target as we have plans for six additional de novo branches during 1999, one of which opened on March 31, 1999. These new locations, in conjunction with the Wayne and Ramapo mergers continue to fill in our franchise throughout northern New Jersey. At the quarter-end we operated 105 branches serving 71 communities, all within one hour from our headquarters in Wayne." Mr. Lipkin continued, "Valley's increased earnings during the first quarter of 1999 were mainly the result of strong loan production in all lending areas, higher net interest income and increased securities gains, offset by a higher effective tax rate. Valley's solid earnings, coupled with its strong capital base, allows us to add new products and services and expand the franchise through de novo branching and the acquisition of other financial institutions." Net interest income, on a fully-taxable equivalent basis, for the first quarter of 1999 increased to $61.2 million with a net interest margin of 4.62 percent compared with $58.2 million and 4.60 percent, for the first quarter of 1998. The increase was due mainly to a higher average balance of loans and investments and a lower cost of deposits and borrowings. Non-interest income for the first quarter of 1999 was $11.8 million, approximately $1.4 million higher than the first quarter of 1998. Non-interest expense for the first quarter of 1999 was $29.7 million, a decrease from $31.1 million during the same period of 1998. This was mainly the result of decreased credit card expense offset by increases in salaries and employee benefit expense and amortization of intangible assets. Income before income taxes increased by $6.8 million or 20.3 percent for the quarter ended March 31, 1999 mainly as a result of increased net interest income. Income tax expense for the first quarter of 1999 returned to more normal levels with an effective tax rate of 37.2 percent compared to 29.4 percent for the same quarter in 1998. Asset Quality and Reserve for Loan Losses At March 31, 1999, among total loans of $4.1 billion, nonaccrual loans, representing 0.2 percent of loans, were $6.6 million, down from $7.9 million at March 31, 1998. Total nonperforming assets, which include nonaccrual loans and OREO, totaled $8.6 million, or 0.2 percent of loans and OREO, at March 31, 1999 down from $10.5 million at March 31, 1998. Loans past due 90 days or more and still accruing at March 31, 1999 decreased to $13.1 million compared to $15.5 million at March 31, 1998. Capital Adequacy Shareholders' equity was $565.7 million on March 31, 1999. Valley's risk-based capital ratios were 12.93 percent for Tier 1 capital and 14.09 percent for Total capital. The Tier 1 leverage ratio was 10.05 percent. Valley National Bancorp is a regional bank holding company headquartered in Wayne, NJ. Its principal subsidiary, Valley National Bank, operates 105 offices located in 71 communities serving 10 counties throughout northern New Jersey. * * * * * * * * * * * * * * The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's expectations about new and existing programs and products, relationships, opportunities, technology and market conditions. These statements may be identified by such forward-looking terminology as "expect", "look", "believe", "anticipate", "may", "will", or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. These include, but are not limited to, the direction of interest rates, continued levels of loan quality and origination volume, continued relationships with major customers including sources for loans, successful completion of the implementation of Year 2000 technology changes, as well as the effects of economic conditions and legal and regulatory barriers and structure. Actual results may differ materially from such forward-looking statements. Valley assumes no obligation for updating any such forward-looking statement at any time.
VALLEY NATIONAL BANCORP Consolidated Financial Highlights SELECTED CONSOLIDATED FINANCIAL DATA Three Months Ended March 31, 1999 1998 -------------- -------------- (Dollars in thousands except per share data) NET INCOME $ 25,348 $ 23,679 Per share data: Basic earnings 0.46 0.43 Diluted earnings 0.46 0.43 Cash dividends declared 0.25 0.22 Book value 10.23 9.40 Closing stock price - high 29.13 33.70 Closing stock price - low 25.00 28.20 FINANCIAL RATIOS: Net interest margin - FTE 4.62 % 4.60 % Return on average assets 1.82 1.79 Return on average shareholders' equity 18.09 18.51 Efficiency ratio 41.77 45.12 SELECTED BALANCE SHEET ITEMS AND RATIOS As of March 31, 1999 1998 -------------- -------------- (Dollars in thousands) BALANCE SHEET ITEMS: Assets $ 5,706,352 $ 5,357,686 Loans 4,050,573 3,848,923 Deposits 4,681,694 4,595,881 Shareholders' equity 565,735 516,528 CAPITAL RATIOS: Tier 1 leverage ratio 10.05 % 9.56 % Risk-based capital Tier I 12.93 13.22 Total Capital 14.09 14.42 ASSET QUALITY: Non-accrual loans $ 6,641 $ 7,867 Other real estate owned 1,947 2,621 Total non-performing assets 8,588 10,488 Loans past due 90 days or more and still accruing 13,079 15,519 Allowance for loan losses 50,075 48,248 ASSET QUALITY RATIOS: Non-performing assets to total loans plus Other Real Estate Owned (OREO) 0.21 % 0.27 % Allowance for loan losses to loans 1.24 1.25 Net charge-offs to average loans 0.18 0.30
SHAREHOLDER RELATIONS Requests for copies of reports providing more detailed financial statements and analysis, as well as all other inquiries regarding shareholder relations should be directed to Dianne Grenz at Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey 07470, or by telephone at (973) 305-3380, or fax at (973) 696-2044.
VALLEY NATIONAL BANCORP Consolidated Statements of Income Three Months Ended March 31, (Dollars in thousands, except per share data) 1999 1998(1) --------------- -------------- INTEREST INCOME Interest and fees on loans $ 78,409 $ 78,264 Interest and dividends on investment securities 18,532 17,982 Interest on federal funds sold and other short term investments 981 1,088 --------------- -------------- Total interest income 97,922 97,334 --------------- -------------- INTEREST EXPENSE Interest on deposits: Savings deposits 9,125 10,836 Time deposits 23,974 26,896 Interest on other borrowings 4,611 2,767 --------------- -------------- Total interest expense 37,710 40,499 --------------- -------------- NET INTEREST INCOME 60,212 56,835 Provision for possible loan losses 2,000 2,570 --------------- -------------- Net interest income after provision for possible loan losses 58,212 54,265 --------------- -------------- NON-INTEREST INCOME Trust income 412 340 Service charges on deposit accounts 3,225 2,885 Gains on securities transactions, net 1,974 917 Fees from loan servicing 1,932 1,575 Credit card income 1,990 2,523 Gain on sale of loans, net 664 1,064 Other 1,590 1,096 --------------- -------------- Total non-interest income 11,787 10,400 --------------- -------------- NON-INTEREST EXPENSE Salary expense 13,079 12,551 Employee benefit expense 2,915 2,824 FDIC insurance premiums 305 320 Occupancy and equipment expense 4,337 4,727 Credit card expense 1,314 3,145 Amortization of intangible assets 1,308 950 Other 6,397 6,610 --------------- -------------- Total non-interest expense 29,655 31,127 --------------- -------------- Income before income taxes 40,344 33,538 Income tax expense 14,996 9,859 --------------- -------------- NET INCOME $ 25,348 $ 23,679 --------------- -------------- EARNINGS PER SHARE: (2) Basic $ 0.46 $ 0.43 Diluted $ 0.46 $ 0.43 WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: (2) Basic 55,097,997 55,024,368 Basic 55,621,964 55,641,013
Note: (1) All data has been restated to reflect the merger with Wayne Bancorp, effective October 16, 1998. (2) 1998 earnings per share and average shares outstanding have been restated to reflect the 5 for 4 stock split issued on May 18, 1998.
VALLEY NATIONAL BANCORP Consolidated Statements of Financial Condition March 31, (Dollars in thousands) 1999 1998(1) -------------- -------------- ASSETS Cash and due from banks $ 154,338 $ 149,842 Federal funds sold 85,000 64,000 Investment securities 1,291,705 1,171,478 Loans 4,026,793 3,825,839 Loans held for sale 23,780 23,084 Less: Allowance for possible loan losses (50,075) (48,248) -------------- -------------- Loans, net 4,000,498 3,800,675 -------------- -------------- Premises and equipment 79,771 79,174 Accrued interest receivable 31,964 30,370 Other assets 63,076 62,147 ============== ============== Total assets $ 5,706,352 $ 5,357,686 ============== ============== LIABILITIES Deposits: Non-interest bearing $ 803,424 $ 759,661 Interest bearing: Savings 1,934,315 1,957,509 Time 1,943,955 1,878,711 -------------- -------------- Total deposits 4,681,694 4,595,881 -------------- -------------- Other borrowings 400,450 193,302 Accrued expenses and other liabilities 58,473 51,975 -------------- -------------- Total liabilities 5,140,617 4,841,158 -------------- -------------- SHAREHOLDERS' EQUITY (2) Common stock, no par value, authorized 98,437,500 shares; issued 55,486,522 shares in 1999 and 55,514,406 shares in 1998 24,432 24,344 Surplus 312,018 310,831 Retained earnings 234,104 190,462 Unallocated common stock held by the ESOP (1,332) (1,560) Accumulated other comprehensive income 1,737 4,921 -------------- -------------- 570,959 528,998 Cost of shares in treasury (191,988 common shares in 1999 and 535,998 in 1998) (5,224) (12,470) -------------- -------------- Total shareholders' equity 565,735 516,528 -------------- -------------- Total liabilities and shareholders' equity $ 5,706,352 $ 5,357,686 ============== ==============
Note: (1) 1998 data has been restated to reflect the merger with Wayne Bancorp, effective October 16, 1998. (2) 1998 shares outstanding have been restated to reflect the 5 for 4 stock split issued on May 18, 1998. EX-99 3 EX. 99.2 - PRESS RELEASE ANNOUNCING QTR. EARNINGS VALLEY NATIONAL BANCORP BOARD OF DIRECTORS DECLARES A 5 PERCENT STOCK DIVIDEND AND INCREASES CASH DIVIDEND WAYNE, NJ, April 7, 1999 -- Valley National Bancorp (NYSE:VLY) today reported that the Board of Directors approved a 5 percent stock dividend payable May 18, 1999, to the shareholders of record on May 7, 1999. Mr. Gerald H. Lipkin, Chairman, President and Chief Executive Officer of Valley National Bancorp said, "In conjunction with the stock dividend, Valley is also increasing its regular annual dividend rate from $0.95 per share on an after split basis to $1.04 per share. This represents an increase of 9.5 percent after adjusting for the effect of the stock dividend and increased cash dividend." The next regular quarterly cash dividend is due to be paid on July 1, 1999. Valley's annual dividend rate has increased on a restated basis 1,200 percent from $0.08 per share in 1978. Mr. Lipkin noted, "We have never reduced the regular cash dividend in the 72 year history of the bank. In fact, during the last three decades, Valley's dividend has increased 30 times." The first quarter of 1999, produced record results for Valley. The reported net income was $25.3 million, or $0.46 a diluted share, an increase in per share earnings of 7.0 percent over 1998 first quarter diluted share earnings of $0.43. After the stock dividend, diluted earnings per share are adjusted to $0.43 and $0.41 for 1999 and 1998, respectively. Valley National Bancorp is a regional bank holding company headquartered in Wayne, NJ. Its principal subsidiary, Valley National Bank, has $5.7 billion in assets and operates 105 branch offices in 10 counties serving 71 communities throughout New Jersey. * * * -----END PRIVACY-ENHANCED MESSAGE-----