0000950130-01-505003.txt : 20011106 0000950130-01-505003.hdr.sgml : 20011106 ACCESSION NUMBER: 0000950130-01-505003 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20011031 EFFECTIVENESS DATE: 20011031 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: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-72606 FILM NUMBER: 1772406 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VNB CAPITAL TRUST I CENTRAL INDEX KEY: 0001161123 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 222477875 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-72606-01 FILM NUMBER: 1772407 BUSINESS ADDRESS: STREET 1: 1455 VALLEY ROAD CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: (973) 305-8800 MAIL ADDRESS: STREET 1: 1455 VALLEY ROAD CITY: WAYNE STATE: NJ ZIP: 07470 S-3MEF 1 ds3mef.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on October 31, 2001 Registration Nos. 333-71546 333-71546-01 -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------- VALLEY NATIONAL BANCORP New Jersey 22-2477875 VNB CAPITAL TRUST I Delaware 22-6901843 (Exact Name of Registrant as (State or Other Jurisdiction (I.R.S. Employer Specified in Its Charter) of Incorporation or Identification Number) Organization) ------------- 1455 Valley Road Wayne, New Jersey 07470 (973) 305-8800 (Address, including zip code, and telephone number, including area code, of Registrants' principal executive offices) ------------- Gerald H. Lipkin Chairman, President and Chief Executive Officer VALLEY NATIONAL BANCORP 1455 Valley Road Wayne, New Jersey 07470 (973) 305-8800 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------- Copies to: Ronald H. Janis, Esq. Michael T. Kohler, Esq. Pitney, Hardin, Kipp & Szuch LLP Sidley Austin Brown & Wood LLP 200 Campus Drive 875 Third Avenue Florham Park, New Jersey New York, NY 10022 (973) 966-6300 (212) 906-2000 ------------- Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-71546 and 333-71546-01 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] ------------- CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of each class of maximum maximum Amount of class of securities to be Amount to be offering price aggregate registration registered registered per unit (1) offering price fee (4) Preferred Securities of VNB Capital Trust I 1,000,000 shares $25 $25,000,000 $6,250 Junior Subordinated Debentures of Valley National Bancorp (2) (3) -- -- -- -- Guarantee of Valley National Bancorp with respect to the above -- -- -- -- referenced Preferred Securities (3) Total 1,000,000 shares $25 $25,000,000 $6,250
(1) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. (2) The junior subordinated debentures will be purchased by VNB Capital Trust I with the proceeds of the sale of the preferred securities. No separate consideration will be received for such debentures, which may be distributed to the holders of the preferred securities upon the liquidation of VNB Capital Trust I. (3) This Registration Statement is deemed to cover the preferred securities of VNB Capital Trust I, the junior subordinated debentures and the guarantee. It includes the rights of the holders of the preferred securities under the guarantee and certain back-up undertakings, comprised of the obligations of Valley National Bancorp under the declaration of trust of VNB Capital Trust I and as borrower under the junior subordination debentures, to provide certain indemnities in respect of, and pay and be responsible for certain costs, expenses, debts and liabilities of, VNB Capital Trust I (other than with respect to the preferred securities) and such obligations of Valley National Bancorp as set forth in the declaration of trust of VNB Capital Trust I and the junior subordinated indenture, in each case as amended from time to time and as further described in the registration statement. The guarantee, when taken together with Valley National Bancorp's obligations under the junior subordinated debentures, the indenture and the declaration of trust, will provide a full and unconditional guarantee on a subordinated basis by Valley National Bancorp of payments due on the preferred securities. No separate consideration will be received for any guarantees or such back-up obligations. (4) Valley National Bancorp and VNB Capital Trust I previously registered an aggregate of $175,000,000 of preferred securities on a Registration Statement on Form S-3 (Registration Numbers 333-71546 and 333-71546-01), for which a filing fee of $43,750 was paid upon filing. The Registration Statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933. ------------------------ EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering by the Registrants contemplated by the Registration Statement on Form S-3, Registration Numbers 333-71546 and 333-71546-01, originally filed with the Securities and Exchange Commission on October 12, 2001 (including exhibits thereto), as amended by Amendment No. 1 filed October 22, 2001 (including exhibits thereto), and declared effective on October 31, 2001 (collectively, the "Prior Registration Statement"), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. In accordance with Rule 462(b), the contents of the Prior Registration Statement are hereby incorporated by reference. PART II INFORMATION NOT REQUIRED IN THIS PROSPECTUS Item 16 - Exhibits
Exhibit No. Description ----------- ----------- 5.1 Opinion of Pitney, Hardin, Kipp & Szuch LLP 5.2 Opinion of Morris, Nichols, Arsht & Tunnell 23.1 Consent of KPMG LLP 23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5.1) 23.3 Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5.2) 24 Power of Attorney (included as Exhibit 24 to the Registrant's Amendment No. 1 to Form S-3 filed on October 22, 2001 (Registration Nos. 333-71546 and 333-71546-01) and incorporated herein by reference)
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, Valley National Bancorp certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Wayne, New Jersey, on the 31st day of October, 2001. VALLEY NATIONAL BANCORP By: /s/ Alan D. Eskow ---------------------------------------------- Alan D. Eskow Senior Vice President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Title Date ----- ---- Chairman, President, Chief Executive Officer and Director * (Principal Executive Officer) October 31, 2001 ------------------------------------------- (Gerald H. Lipkin) Executive Vice President and Chief Financial Officer /s/ Alan D. Eskow (Principal Financial Officer) October 31, 2001 ------------------------------------------- (Alan D. Eskow) First Vice President and Controller * (Principal Accounting Officer) October 31, 2001 ------------------------------------------- (Christine Mozer) * Vice Chairman and Director October 31, 2001 ------------------------------------------- (Spencer B. Witty) * Director October 31, 2001 ------------------------------------------- (Andrew B. Abramson) * Director October 31, 2001 ------------------------------------------- (Charles J. Baum)
Title Date ----- ---- * Director October 31, 2001 ------------------------------------------- (Pamela Bronander) * Director October 31, 2001 ------------------------------------------- (Joseph Coccia, Jr.) Director October __, 2001 ------------------------------------------- (Harold P. Cook, III) * Director October 31, 2001 ------------------------------------------- (Austin C. Drukker) * Director October 31, 2001 ------------------------------------------- (Graham O. Jones) * Director October 31, 2001 ------------------------------------------- (Walter H. Jones, III) * Director October 31, 2001 ------------------------------------------- (Gerald Korde) * Director October 31 , 2001 ------------------------------------------- (Robinson Markel) Director October ___, 2001 ------------------------------------------- (Joleen J. Martin)
Title Date ----- ---- * Director October 31, 2001 ------------------------------------------- (Robert E. Mcentee) Director October ___, 2001 ------------------------------------------- (Richard S. Miller) * Director October 31, 2001 ------------------------------------------- (Robert Rachesky) * Director October 31, 2001 ------------------------------------------- (Barnett Rukin) * Director October 31, 2001 ------------------------------------------- (Peter Southway) Director October ___, 2001 ------------------------------------------- (Richard F. Tice) * Director October 31, 2001 ------------------------------------------- (Leonard J. Vorcheimer) * Director October 31, 2001 ------------------------------------------- (Joseph L. Vozza) *By: /s/ Alan D. Eskow --------------------------------------- Alan D. Eskow Attorney-in-fact
Pursuant to the requirements of the Securities Act of 1933, as amended, VNB Capital Trust I certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Wayne, New Jersey, on the 31st day of October, 2001. VNB CAPITAL TRUST I By: VALLEY NATIONAL BANCORP, as sponsor By: /s/ Alan D. Eskow ------------------------------------------------- Alan D. Eskow Senior Vice President and Chief Financial Officer INDEX TO EXHIBITS Exhibit Description 5.1 Opinion of Pitney, Hardin, Kipp & Szuch LLP. 5.2 Opinion of Morris, Nichols, Arsht & Tunnell. 23.1 Consent of KPMG LLP. 23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (included in Exhibit 5.1). 23.3 Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit 5.2). 24 Power of Attorney (included as Exhibit 24 to the Registrant's Amendment No. 1 to Form S-3 filed on October 22, 2001 (Registration Nos. 333-71546 and 333-71546-01) and incorporated herein by reference). EX-5.1 3 dex51.txt OPINION OF PITNEY, HARDIN, KIPP & SZUCH LLP. EXHIBIT 5.1 Pitney, Hardin, Kipp & Szuch LLP P.O. Box 1945 Morristown, New Jersey 07962-1945 October 31, 2001 Valley National Bancorp 1455 Valley Road Wayne, New Jersey 07470 VNB Capital Trust I c/o Valley National Bancorp 1455 Valley Road Wayne, New Jersey 07470 Re: Registration Statement on Form S-3 Ladies and Gentlemen: We are counsel to Valley National Bancorp, a New Jersey corporation ("VNB") and VNB Capital Trust I (the "Trust"), a statutory business trust formed at the direction of VNB under the laws of the State of Delaware and, in such capacity, we have acted as counsel to VNB in connection with the preparation and filing under the Securities Act of 1933, as amended (the "Act"), of a Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) (the "462(b) Registration Statement"). The 462(b) Registration Statement covering the registration of an additional 1,000,000 preferred securities (the "Additional Preferred Securities") of the Trust is being filed with the Commission in connection with the proposed public offering of preferred securities described in the Registration Statement on Form S-3 (Registration Nos. 333-71546 and 333-71546-01) filed with the Commission on October 12, 2001, as amended by Amendment No. 1 thereto filed with the Commission on October 22, 2001 (collectively, the "Original Registration Statement"), and which became effective on October 31, 2001. The contents of the Original Registration Statement, including the exhibits thereto, are incorporated by reference in the 462(b) Registration Statement. The 462(b) Registration Statement relates to the offer for sale of the Additional Preferred Securities and the guarantee of VNB with respect to the Additional Preferred Securities (the "Guarantee Agreement") and Junior Subordinated Debentures to be issued by VNB to the Trust, and such transactions as further described in the Original Registration Statement (the "Offering"). Other capitalized terms used but not defined herein have the meanings ascribed to them in the Original Registration Statement. As counsel to VNB, we have been requested to render this opinion. 1 Valley National Bancorp VNB Capital Trust I October 31, 2001 Page 2 For the purpose of rendering the opinions set forth herein, we have been furnished with and examined only the following documents: 1. The Certificate of Incorporation and Bylaws of VNB, each as amended to date; 2. The Original Registration Statement and the 462(b) Registration Statement; 3. The form of Guarantee Agreement, attached as Exhibit 4.8 to the Original Registration Statement; 4. The form of Indenture, and the form of Junior Subordinated Debenture included in the form of Indenture, attached as Exhibit 4.1 to the Original Registration Statement; and 5. Records of the meetings of the Board of Directors of VNB pertaining to the Offering. With respect to all of the foregoing documents, we have assumed, without investigation, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. We also have obtained from the officers of VNB such advice as to such factual matters as we consider necessary for the purpose of this opinion, and insofar as this opinion is based on such matters of fact, we have relied on such advice. Based upon the foregoing, we are of the of the opinion that: 1. VNB has been duly incorporated and is validly existing as a corporation under the laws of the State of New Jersey. 2. The Guarantee Agreement, when executed and delivered as contemplated by the Original Registration Statement and the Junior Subordinated Debentures, when issued and paid for as contemplated by the Original Registration Statement will be validly issued obligations of VNB enforceable in accordance with their terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or transfer laws or similar laws affecting the rights of creditors generally and subject to general principles of equity, including, but not limited to, concepts of materiality, reasonableness, good faith and fair dealing and the unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. The foregoing opinion is also subject to the following comments and qualifications: 2 Valley National Bancorp VNB Capital Trust I October 31, 2001 Page 3 (a) The enforceability of certain provisions of the Indenture and the Guarantee Agreement may be limited by laws rendering unenforceable the release of a party from, or the indemnification of a party against, liability for its own wrongful or negligent acts under certain circumstances, and indemnification contrary to Federal or state securities laws and the public policy underlying such laws. (b) The enforceability of provisions in the Indenture, the Junior Subordinated Debentures and the Guarantee Agreement, to the effect that the terms may not be waived or modified except in writing, may be limited under certain circumstances. (c) We advise you that, under certain circumstances, a guarantee executed by a corporate shareholder of a corporate borrower may not be enforced as an obligation separate from the obligation guaranteed if it is determined that the borrower is merely an alter ego or nominee of the guarantor and that the "true" borrower is the guarantor. If the guarantor is deemed to be liable as a primary obligor, it is likely that the guarantor will also be entitled to the rights and defenses otherwise available to a primary obligor. Our opinion expressed herein is limited to those matters expressly set forth herein, and no opinion may be implied or inferred beyond the matters expressly stated herein. We hereby disclaim any obligation to notify any person or entity after the date hereof if any change in fact or law should change our opinion with respect to any matter set forth in this letter. This opinion is limited to the current laws of the State of New York and the State of New Jersey, to present judicial interpretations thereof and to facts as they presently exist. In rendering this opinion, we have no obligation to supplement it should the current laws of the State of New York or the State of New Jersey be changed by legislative action, judicial decision or otherwise. We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the reference to this firm under the caption "Legal Matters" in the prospectus which is part of the 462(b) Registration Statement. Very truly yours, /s/ Pitney, Hardin, Kipp & Szuch LLP 3 EX-5.2 4 dex52.txt OPINION OF MORRIS, NICHOLS, ARSHT & TUNNELL. EXHIBIT 5.2 Morris, Nichols, Arsht & Tunnell 1201 North Market Street P.O. Box 1347 Wilmington, DE 19899-1347 October 31, 2001 VNB Capital Trust I c/o Valley National Bancorp 1455 Valley Road Wayne, New Jersey 07470 Re: VNB Capital Trust I ------------------- Ladies and Gentlemen: We have acted as special Delaware counsel to VNB Capital Trust I, a Delaware statutory business trust (the "Trust"), and Valley National Bancorp ("Valley National"), in connection with certain matters relating to (i) the formation of the Trust and (ii) the proposed issuance by the Trust of an additional 1,000,000 Preferred Securities (the "Additional Preferred Securities") to beneficial owners pursuant to and as described in the Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on the date hereof pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "462(b) Registration Statement"). The 462(b) Registration Statement incorporates by reference the Registration Statement (and the Prospectus forming a part thereof) on Form S-3 filed with the Commission on October 12, 2001, as amended by Amendment No. 1 thereto (collectively, the "Original Registration Statement"), relating to the Preferred Securities of the Trust. Capitalized terms used herein and not otherwise herein defined are used as defined in the Amended and Restated Declaration of Trust of the Trust in the form attached as an exhibit to the Original Registration Statement (the "Governing Instrument"). In rendering this opinion, we have examined and relied upon copies of the following documents in the forms provided to us: the Certificate of Trust of the Trust as filed in the Office of the Secretary of State of the State of Delaware (the "State Office") on October 12, 2001 (the "Certificate of Trust"); the Declaration of Trust of the Trust dated as of October 4, 2001 (the "Original Governing Instrument"); the Governing Instrument; the Indenture to be entered into between Valley National and The Bank of New York, as Trustee; the Preferred Securities Guarantee Agreement to be entered into between Valley National and The Bank of VNB Capital Trust I October 31, 2001 Page 2 New York, as Trustee; the form of Underwriting Agreement relating to the Additional Preferred Securities among Valley National, the Trust and the underwriters named therein (the "Underwriting Agreement"); the 462(b) Registration Statement; and a certification of good standing of the Trust obtained as of a recent date from the State Office. In such examinations, we have assumed the genuineness of all signatures, the conformity to original documents of all documents submitted to us as drafts or copies or forms of documents to be executed and the legal capacity of natural persons to complete the execution of documents. We have further assumed for purposes of this opinion: (i) the due formation or organization, valid existence and good standing of each entity (other than the Trust) that is a party to any of the documents reviewed by us under the laws of the jurisdiction of its respective formation or organization; (ii) the due authorization, execution and delivery by, or on behalf of, each of the parties thereto of the above-referenced documents (including, without limitation, the due authorization, execution and delivery of the Governing Instrument and the Underwriting Agreement prior to the first issuance of Additional Preferred Securities); (iii) that no event has occurred subsequent to the filing of the Certificate of Trust, or will occur prior to the first issuance of Additional Preferred Securities, that would cause a dissolution or liquidation of the Trust under the Original Governing Instrument or the Governing Instrument, as applicable; (iv) that the activities of the Trust have been and will be conducted in accordance with the Original Governing Instrument or the Governing Instrument, as applicable, and the Delaware Business Trust Act, 12 Del. C. ss.ss. 3801 et seq. (the "Delaware Act"); (v) that payment of the required consideration for the Additional Preferred Securities has, or prior to the first issuance of Additional Preferred Securities will have, been made in accordance with the terms and conditions of the Governing Instrument, the 462(b) Registration Statement and the Underwriting Agreement and that the Additional Preferred Securities are otherwise issued and sold to the Holders of Additional Preferred Securities in accordance with the terms, conditions, requirements and procedures set forth in the Governing Instrument, the 462(b) Registration Statement and the Underwriting Agreement; (vi) that the Sponsor has directed, or will direct prior to the first issuance of Additional Preferred Securities, the Administrative Trustees to take the actions contemplated by Section 3.6(b) of the Governing Instrument; and (vii) that the documents examined by us are in full force and effect, express the entire understanding of the parties thereto with respect to the subject matter thereof and have not been amended, supplemented or otherwise modified, except as herein referenced. We have not reviewed any documents other than those identified above in connection with this opinion, and we have assumed that there are no other documents that are contrary to or inconsistent with the opinions expressed herein. Further, we express no opinion with respect to, and assume no responsibility for the contents of, the 462(b) Registration Statement or any other offering material relating to the Additional Preferred Securities. No opinion is expressed herein with respect to the requirements of, or compliance with, federal or state securities or blue sky laws. As to any fact material to our opinion, other than those assumed, we have relied without independent investigation on the above-referenced documents and on the accuracy, as of the date hereof, of the matters therein contained. Based on and subject to the foregoing, and limited in all respects to matters of Delaware law, it is our opinion that: VNB Capital Trust I October 31, 2001 Page 3 1. The Trust is a duly formed and validly existing business trust in good standing under the laws of the State of Delaware. 2. Upon issuance, the Additional Preferred Securities will constitute validly issued, fully paid and nonassessable beneficial interests in the assets of the Trust. We note that pursuant to Section 11.4 of the Governing Instrument, the Trust may withhold amounts otherwise distributable to a Holder of Additional Preferred Securities and pay over such amounts to the applicable jurisdictions in accordance with federal, state and local law and any amount withheld will be deemed to have been distributed to such Holder and that, pursuant to the Governing Instrument, Holders of Additional Preferred Securities may be obligated to make payments or provide indemnity or security under the circumstances set forth therein. 3. Under the Delaware Act and the terms of the Governing Instrument, each Holder of Additional Preferred Securities, in such capacity, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware; provided, however, we express no opinion with respect to the liability of any Holder of Additional Preferred Securities who is, was or may become a named Trustee of the Trust. We hereby consent to the filing of this opinion as an exhibit to the 462(b) Registration Statement and to the use of our name and reference to our opinion under the heading "LEGAL MATTERS" in the Prospectus forming a part thereof. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder. This opinion speaks only as of the date hereof and is based on our understandings and assumptions as to present facts, and on our review of the above-referenced documents and the application of Delaware law as the same exist as of the date hereof, and we undertake no obligation to update or supplement this opinion after the date hereof for the benefit of any person or entity with respect to any facts or circumstances that may hereafter come to our attention or any changes in facts or law that may hereafter occur or take effect. This opinion is intended solely for the benefit of the addressee hereof in connection with the matters contemplated hereby and may not be relied on by any other person or entity or for any other purpose without our prior written consent. Very truly yours, MORRIS, NICHOLS, ARSHT & TUNNELL /s/ Jonathan I. Lessner Jonathan I. Lessner EX-23.1 5 dex231.txt CONSENT OF KPMG EXHIBIT 23.1 Independent Accountants' Consent -------------------------------- The Board of Directors Valley National Bancorp VNB Capital Trust I We consent to incorporation by reference in the Registration Statement on Form S-3 (Nos. 333-71546 and 333-71546-01) of Valley National Bancorp and VNB Capital Trust I, dated October 12, 2001, as amended by Amendment No.1 to the Registration Statement, dated October 22, 2001, for the registration of 7,000,000 shares of preferred securities, which is incorporated by reference in the Registration Statement on Form S-3, dated October 31, 2001, for the registration of an additional 1,000,000 shares of preferred securities, of our report dated January 17, 2001 relating to the consolidated statements of financial condition of Valley National Bancorp and subsidiaries as of December 31, 2000 and 1999 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, which report appears in the December 31, 2000 Annual Report on Form 10-K of Valley National Bancorp and our report dated September 14, 2001 relating to the restated consolidated statements of financial condition of Valley National Bancorp and subsidiaries as of December 31, 2000 and 1999 and the related restated consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 2000, which report appears in the October 1, 2001 Current Report on Form 8-K of Valley National Bancorp. We also consent to the reference to our Firm under the heading "Experts" in the prospectus. /s/ KPMG LLP Short Hills, New Jersey October 31, 2001