-----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, KBjfkiGTFQGhXXCx6Daa/5bTW2VInXxuePWMRJc92plsWhITYtugy2DbJAxOQXQz 5eDPixL12rXGLZEgN9zv/A== 0000927796-01-000020.txt : 20010130 0000927796-01-000020.hdr.sgml : 20010130 ACCESSION NUMBER: 0000927796-01-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010119 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010129 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: 1517787 BUSINESS ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9733058800 MAIL ADDRESS: STREET 1: 1455 VALLEY RD CITY: WAYNE STATE: NJ ZIP: 07470 8-K 1 0001.txt 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) January 19, 2001 VALLEY NATIONAL BANCORP ----------------------- (Exact name of registrant as specified in its charter) New Jersey ---------- (State or other jurisdiction of incorporation) 1-11277 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 2. ACQUISITION OR DISPOSITION OF ASSETS. Effective on January 19, 2001 (the "Effective Time"), subject to the terms and conditions of the Agreement and Plan of Merger (the "Merger Agreement") dated as of September 5, 2000, among Valley National Bancorp ("Valley"), Valley National Bank ("VNB"), Merchants New York Bancorp, Inc. ("Merchants"), and The Merchants Bank of New York ("MBNY"), Merchants was merged with and into Valley, with Valley being the surviving corporation (the "Merger"). Pursuant to a separate merger agreement between VNB and MBNY, MBNY was merged with and into VNB immediately following consummation of the Merger. Valley is a New Jersey corporation and bank holding company of VNB, a national banking association that provides a wide range of commercial and retail banking services and trust services in New Jersey. The principal executive offices of Valley and VNB are located at 1455 Valley Road, Wayne, New Jersey 07470. As of September 30, 2000, Valley's total assets, loans, and deposits were approximately $6.3 billion, $4.6 billion, and $4.9 billion, respectively and Valley operated through 117 branches in northern New Jersey. Prior to the Effective Time, Merchants was a Delaware corporation and bank holding company of MBNY, a full service commercial bank servicing middle market customers in Manhattan. The principal executive offices of Merchants and MBNY were located at 275 Madison Avenue, New York, New York 10022. As of September 30, 2000, Merchants' total assets, loans, and deposits were approximately $1.4 billion, $537 million, and $956 million, respectively and Merchants operated through 7 branches in Manhattan. As a result of the Merger, each outstanding share of Merchants common stock, $.001 par value ("Merchants Common Stock") has been converted into 0.7634 shares of Valley common stock, no par value ("Valley Common Stock"), with cash to be paid in lieu of fractional shares of Valley Common Stock. As a result of the Merger, approximately 14,331,041 shares of Valley Common Stock were issued in exchange for Merchants common stock. Each of the options to purchase Merchants Common Stock outstanding at the Effective Time (a "Merchants Option") granted under the Employee Stock Option Plan of Merchants was converted into an option to purchase Valley Common Stock wherein (i) the right to purchase shares of Merchants Common Stock was converted into the right to purchase that same number of shares of Valley Common Stock multiplied by the 0.7634 exchange ratio and (ii) the option exercise price per share of Valley Common Stock was the previous option exercise price per share of Merchants Common Stock divided by the 0.7634 exchange ratio. The consideration involved in the Merger was a result of negotiations between Valley and Merchants and was evaluated and determined to be fair by Merchants' financial advisors. Valley filed a registration statement (the "Registration Statement") on Form S-4 (File No. 333-47870) with the Securities and Exchange Commission (the "Commission") to register under the Securities Act of 1933 the securities issued by Valley in connection with the Merger. The Merger was approved by the shareholders of Merchants at a special meeting held on December 5, 2000 and by the shareholders of Valley at a special meeting held on December 5, 2000. The Merger will be accounted for by Valley as a "pooling of interests" for financial reporting purposes. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (a) Financial Statements of Businesses Acquired. Substantially the same information as that required to be reported herein, the historical financial statements of Merchants, were previously reported by Valley in the Registration Statment, and are therefore not included herein in reliance on Instruction B.3 to Form 8-K. (b) Unaudited Pro Forma Combined Condensed Financial Information. Substantially the same information as that required to be reported herein, the pro forma combined condensed financial information taking into account the Merger, was reported by Valley in the Registration Statement and is therefore not included herein in reliance on Instruction B.3 to Form 8-K. (c) Exhibits: 2.1 Agreement and Plan of Merger dated September 5, 2000, among Valley, Merchants, VNB, and MBNY. (Incorporated by reference from Valley's Report on Form 8-K filed with the Commission on September 21, 2000). 99.1 Press Release dated January 19, 2001. 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 ALAN D. ESKOW Dated: January 29, 2001 By: ____________________________ Alan D. Eskow Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit No. Description - ---------------- --------------- 2.1 Agreement and Plan of Merger dated September 5, 2000, among Valley, Merchants, VNB, and MBNY. (Incorporated by reference from Valley's Report on Form 8-K filed with the Commission on September 21, 2000). 99.1 Press Release dated January 19, 2001. EX-99.1 2 0002.txt PRESS RELEASE DATED JANUARY 19, 2001 FOR IMMEDIATE RELEASE Contact: Alan D. Eskow Executive Vice President & CFO 973-305-4003 VALLEY NATIONAL BANCORP COMPLETES MERCHANTS MERGER WAYNE, N.J., January 19, 2001 - Valley National Bancorp (NYSE:VLY) completed its previously announced merger with Merchants New York Bancorp, Inc. (NASDAQ NMS:MBNY), effective at the close of business today. Under the terms of the agreement, Valley will acquire Merchants for common stock valued at the time the proposed merger was announced on September 6, 2000 at $375 million. Structured as a tax-free merger and accounted for as a pooling of interests, each of the approximately 18,680,918 outstanding shares of Merchants common stock will be exchanged for 0.7634 shares of Valley common stock. Valley will issue approximately 14,261,013 shares of its common stock in exchange for the outstanding shares of Merchants. Valley will continue to operate the former Merchants branches in Manhattan as The Merchants Bank of New York, a Division of Valley National Bank. "The merger with Merchants is consistent with our company's strategy of highly focused growth in the contiguous local market within one hour of Valley's headquarters in Wayne, New Jersey, through new branches and acquisitions of other strong financial institutions," said Gerald H. Lipkin, Chairman, President and CEO of Valley National Bancorp. "This proximity will allow Valley to continue to operate as a super community bank. Since Merchants, a traditional commercial bank, does not focus on consumer banking or commercial mortgage lending, major strengths at Valley, we view this as an opportunity to enhance Merchants revenue stream and as a significant growth opportunity. We expect this acquisition to generate sufficient cost savings to make it accretive to earnings during the first year." Valley National Bancorp is a regional holding company with Valley National Bank as its principal subsidiary. Merchants New York Bancorp is the holding company for The Merchants Bank of New York, a commercial bank with $1.4 billion in assets operating seven offices all located in Manhattan. The combined banks will have $7.8 billion in assets and operate 125 branches in northern New Jersey and Manhattan. * * * * * * * * 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", "view", "opportunity", "enhance", 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 of loans, as well as the effects of economic conditions and legal and regulatory barriers and structure. Actual results may differ materially form such forward-looking statements. Valley assumes no obligation for updating any such forward-looking statement at any time. # # # -----END PRIVACY-ENHANCED MESSAGE-----