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) – July 14, 2004

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Charter)

NEW JERSEY

(State or Other Jurisdiction of Incorporation)

1-11277 (Commission File Number) 22-2477875 (IRS Employer Identification No.)

1455 Valley Road, Wayne, New Jersey 07470

(Address of Principal Executive Offices)

(973) 305-8800

(Registrant’s Telephone Number)

Item 7. Financial Statements and Exhibits

(c) Exhibit

99 Release dated July 14, 2004

The Press Release disclosed in this Item 7 as Exhibit 99 shall be considered “furnished” but not “filed” pursuant to Item 12 of Form 8-K for purposes of the Securities Exchange Act of 1934, as amended.

Item 12. Results of Operations and Financial Condition

On July 14, 2004, Valley National Bancorp (“Valley”) issued a press release reporting 2004 second quarter results of operations.

A copy of the press release is attached to this Current Report Form 8-K as Exhibit 99.

The information disclosed in this Item 12 shall be considered “furnished” but not “filed” for purposes of the Securities Exchange Act of 1934, as amended.

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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
By:	/s/    Alan D. Eskow
	Alan D. Eskow Executive Vice President and Chief Financial Officer (Principal Financial Officer)

Dated: July 15, 2004

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EX-99

EXHIBIT 99

FOR IMMEDIATE RELEASE Contact: Alan D. Eskow Executive Vice President and Chief Financial Officer (973) 305-4003

Valley National Bancorp Increases Loans For The Quarter By $229 Million

Reflecting 14% Annualized Growth

WAYNE, NJ, July 14, 2004 – Gerald H. Lipkin, Chairman, President and CEO of Valley National Bancorp (NYSE:VLY) stated, “We are pleased to report that during the quarter loans grew by $229 million across all areas of the bank at an annualized rate of 14.6 percent. Our business development group and small business initiative, which started in January, are showing excellent results. This translated into higher loan growth during the second quarter. Furthermore, this group continues to build a very strong pipeline of future commercial loan closings. Additionally, residential mortgages and consumer loans, which consist mostly of automobile loans, showed strong increases during the second quarter.

“Earnings continue to be strong, although not growing at a pace we would like to see mainly due to continued margin compression. The recent upward movement in the prime rate, as well as anticipated increases in the future should help reverse the margin compression. Funding strategies initiated in July of 2003 through the current quarter continue to impact net interest income. We have refinanced or secured almost $600 million in long-term borrowings with an average cost of 81 basis points less than currently available comparable maturities. This should help our net interest income as interest rates rise. We were pleased that our net interest income increased on a linked quarter basis as a result of our loan growth, even though asset yields declined by 14 basis points.”

Valley earned net income per diluted share of $0.76 for the six months ended June 30, 2004 compared to $0.76 per diluted share for the six months ended June 30, 2003. Net income for the first six months of 2004 was $75.2 million, compared with $75.7 million for the first six months of 2003. All data reflects the 5 percent stock dividend that was issued May 17, 2004.

Net income for the second quarter of 2004 was $0.37 per diluted share or $36.7 million compared to $0.38 per diluted share or $37.7 million for the second quarter of 2003.

Valley National Bancorp (NYSE: VLY)

2004 2^nd Quarter Earnings

July 14, 2004

Net interest income for the first six months of 2004 on a tax equivalent basis was $184.7 million with a net interest margin of 3.96 percent. That compares with net interest income of $181.1 million and a net interest margin of 4.22 percent for the same period in 2003. Net interest income for the current quarter grew $1.2 million to $92.9 million while the net interest margin declined to 3.90 percent from 4.02 percent in the first quarter of 2004. Continued historical low interest rates in conjunction with higher pay downs and higher amortization of investments impacted the margin for the quarter.

For the first six months of 2004, Valley achieved an annualized return on average shareholders’ equity (ROE) of 22.37 percent, an annualized return on average assets (ROA) of 1.51 percent and an efficiency ratio of 47.9 percent. The efficiency ratio measures Valley’s total non-interest expense as a percentage of net interest income plus total non-interest income. These ratios continue to place Valley among the nation’s best performing banks.

Total loans increased $374 million or 6.1 percent to $6.5 billion at June 30, 2004, from $6.1 billion at June 30, 2003 and compared to $6.2 billion at December 31, 2003. On a linked quarter, total loans grew $229 million, or 3.6 percent. This increase represents strong growth across the entire loan portfolio.

Total deposits increased $348 million or 5.0 percent to $7.4 billion at June 30, 2004, from $7.0 billion at June 30, 2003 and compared to $7.2 billion at December 31, 2003. On a linked quarter, demand and savings deposits increased $243 million or 4.8 percent. Valley’s cost of total deposits for the first half of 2004 was 0.89 percent, down from 1.11 percent in the first half of 2003.

Total non-performing assets, which include non-accrual loans and other real estate owned (OREO), totaled $15.1 million or 0.23 percent of loans and OREO at June 30, 2004. This was down from $24.1 million at June 30, 2003 and $23.1 million at December 31, 2003. Net charge-offs were $3.2 million during the first half of 2004 or 0.10 percent of average loans.

Total loans past due in excess of 30 days declined to 0.55 percent of all loans at June 30, 2004 compared with 0.75 percent at June 30, 2003 and 0.92 percent at December 31, 2003. Loans past due 90 days or more and still accruing at June 30, 2004 were $5.0 million, or 0.08 percent of total loans, compared to $3.0 million at June 30, 2003 and $2.8 million at December 31, 2003.

The provision for loan losses was $3.3 million for the first half of 2004 and $1.5 million for the second quarter of 2004. The provision was in excess of net charge-offs for both the six month period and during the quarter.

Non-interest income for the first half of 2004 was $43.7 million compared to $51.9 million for the first half of 2003 while the second quarter non-interest income was $20.7 million compared to $26.2 million for the same quarter in 2003. The decrease was mainly due to

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Valley National Bancorp (NYSE: VLY)

2004 2^nd Quarter Earnings

July 14, 2004

lower security gains and lower gains on the sale of residential mortgage loans. The industry wide reduction in residential mortgage activity resulted in lower title insurance premiums during the quarter and the first six months of 2004. On a linked quarter non-interest income was lower by $2.3 million also mostly due to lower security gains.

Non-interest expense for the first half of 2004 decreased $2.2 million or 2.0 percent to $107.9 million from the first half of 2003 and decreased $1.1 million for the second quarter of 2004 compared to the same period in 2003, both due to lower employment and amortization expenses partially offset by an increase in depreciation.

Valley’s risk-based capital ratios were 10.99 percent for Tier 1 capital and 11.83 percent for total capital. The Tier 1 leverage ratio was 8.32 percent. At June 30, 2004, shareholders’ equity increased to $658.6 million from $629.1 million a year ago.

Valley National Bancorp is a regional bank holding company headquartered in Wayne, New Jersey. Its principal subsidiary, Valley National Bank currently operates 129 branch offices located in 83 communities serving 11 counties in northern New Jersey and Manhattan. Valley’s web site can be found at http://www.valleynationalbank.com.

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Cautionary Statement Concerning Forward-Looking Statements

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, acquisitions, relationships, opportunities, taxation, technology, market conditions and economic expectations. These statements may be identified by such forward-looking terminology as “expect,” “anticipate,” “look,” “view,” “opportunities,” “allow,” “continues,” “reflects,” “believe,” “may,” “will,” “should” or similar statements or variations of such terms. Such forward-looking statements involve certain risks and uncertainties. Actual results may differ materially from such forward-looking statements. Valley assumes no obligation for updating any such forward-looking statement at any time. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, but are not limited to, unanticipated changes in the direction of interest rates, changes in loan, investment and mortgage prepayment assumptions, changes in effective income tax rates, higher or lower cash flow levels than anticipated, slowdown in levels of deposit growth, a decline in the economy in New Jersey and New York, a decrease in loan origination volume, as well as a change in legal and regulatory barriers and the development of new tax strategies or the disallowance of prior tax strategies.

#    #    #

-Tables to Follow-

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Valley National Bancorp

Consolidated Financial Highlights

SELECTED FINANCIAL DATA

	Three Months Ended June 30,						Six Months Ended June 30,
(Dollars in thousands, except for share data)	2004			2003			2004			2003
SELECTED FINANCIAL DATA:
Net income	$	36,729		$	37,729		$	75,161		$	75,711
Net interest income		91,386			88,823			181,603			178,047
Net interest income - FTE (1)		92,938			90,371			184,710			181,100
Weighted Average Number of Shares Outstanding: (2)
Diluted		99,116,527			99,029,249			99,126,182			99,420,148
Per share data: (2)
Basic earnings	$	0.37		$	0.38		$	0.76		$	0.77
Diluted earnings		0.37			0.38			0.76			0.76
Cash dividends declared		0.225			0.21			0.44			0.42
Book value		6.67			6.39			6.67			6.39
Closing stock price - high		27.14			25.84			27.43			25.84
Closing stock price - low		24.15			22.87			24.15			21.77
FINANCIAL RATIOS:
Net interest margin - FTE (1)		3.90	%		4.16	%		3.96	%		4.22	%
Annualized return on average assets		1.45			1.62			1.51			1.65
Annualized return on average equity		21.56			24.27			22.37			24.16
Efficiency ratio (3)		48.88			48.63			47.88			47.88

SELECTED BALANCE SHEET ITEMS AND RATIOS

	Three Months Ended June 30,				Six Months Ended June 30,
(Dollars in thousands)	2004		2003		2004		2003
AVERAGE BALANCE SHEET ITEMS:
Assets	$	10,142,322	$	9,314,513	$	9,957,712	$	9,200,881
Interest earning assets		9,521,979		8,692,965		9,330,816		8,588,703
Loans		6,371,083		6,050,578		6,301,040		5,954,306
Interest bearing liabilities		7,682,550		7,084,794		7,519,346		6,983,629
Deposits		7,330,069		6,863,701		7,274,956		6,749,512
Shareholders’ equity		681,387		621,874		671,840		626,652
ALLOWANCE FOR LOAN LOSSES:
Beginning of period	$	64,796	$	66,791	$	64,650	$	64,087
Provision for loan losses		1,476		1,755		3,324		5,010
Charge-offs		2,501		2,143		5,980		4,310
Recoveries		1,041		1,074		2,818		2,690
End of period	$	64,812	$	67,477	$	64,812	$	67,477

(1) Net interest income and net interest margin are presented on a tax equivalent basis using a 35 percent federal tax rate. Valley believes that this presentation provides comparability of net interest income and net interest margin arising from both taxable and tax-exempt sources and is consistent with industry practice and SEC rules.

(2) Share data reflects the 5 percent stock dividend issued May 17, 2004.

(3) The efficiency ratio measures Valley’s total non-interest expense as a percentage of net interest income plus total non-interest income.

Valley National Bancorp

Consolidated Financial Highlights

SELECTED FINANCIAL DATA

	As of June 30,
(Dollars in thousands)	2004			2003
BALANCE SHEET ITEMS:
Assets	$	10,484,538		$	9,512,756
Loans		6,507,689			6,133,388
Deposits		7,374,502			7,026,076
Shareholders’ equity		658,563			629,134
CAPITAL RATIOS:
Tier 1 leverage ratio		8.32	%		8.20	%
Risk-based capital - Tier 1		10.99			10.85
Risk-based capital - Total Capital		11.83			11.92
ASSET QUALITY:
Non-accrual loans	$	14,594		$	23,894
Other real estate owned (OREO)		524			172
Total non-performing assets		15,118			24,066
Loans past due 90 days or more and still accruing		4,952			3,023
ASSET QUALITY RATIOS:
Non-performing assets to total loans plus other real estate owned (OREO)		0.23	%		0.39	%
Allowance for loan losses to loans		1.00			1.10
Net charge-offs to average loans		0.10			0.05

SHAREHOLDER RELATIONS

Requests for copies of reports and/or other inquiries should be directed to Dianne Grenz, Director of Public & Shareholder Relations, Valley National Bancorp, 1455 Valley Road, Wayne, New Jersey, 07470, by telephone at (973) 305-3380, by fax at (973) 696-2044 or by e-mail at dgrenz@valleynationalbank.com.

VALLEY NATIONAL BANCORP

Consolidated Statements of Financial Condition

($ in thousands, except for share data)

	June 30,
	2004			2003
Assets
Cash and due from banks	$	247,721		$	241,325
Securities:
Available for sale		1,913,624			2,126,734
Held to maturity		1,319,248			605,695
Trading account		2,174			3,524
Total securities		3,235,046			2,735,953
Loans held for sale		5,508			79,326
Loans		6,502,181			6,054,062
Less: Allowance for loan losses		(64,812	)		(67,477	)
Loans, net		6,437,369			5,986,585
Premises and equipment, net		138,672			116,549
Due from customers on acceptances outstanding		11,897			10,667
Accrued interest receivable		43,547			41,219
Intangible assets		48,278			53,004
Bank owned life insurance		167,517			161,910
Other assets		148,983			86,218
Total assets	$	10,484,538		$	9,512,756
Liabilities
Deposits:
Non-interest bearing	$	1,738,417		$	1,598,087
Interest bearing:
Savings		3,529,446			3,159,926
Time		2,106,639			2,268,063
Total deposits		7,374,502			7,026,076
Federal funds purchased and securities sold under agreements to repurchase		452,836			449,116
Treasury tax and loan account and other short-term borrowings		27,093			17,268
Long-term debt		1,820,308			1,278,785
Bank acceptances outstanding		11,897			10,667
Accrued expenses and other liabilities		139,339			101,710
Total liabilities		9,825,975			8,883,622
Shareholders’ Equity (1)
Preferred stock, no par value 30,000,000 shares authorized; none issued		0			0
Common stock, no par value, authorized 157,042,457 shares; issued 98,898,316 shares in 2004 and 98,962,333 shares in 2003		34,956			33,332
Surplus		438,481			319,140
Retained earnings		198,042			254,078
Unallocated common stock held by the employee benefit plan		(170	)		(352	)
Accumulated other comprehensive (loss)/gain		(7,808	)		36,123
		663,501			642,321
Treasury stock, at cost (197,149 common shares in 2004 and 525,342 in 2003)		(4,938	)		(13,187	)
Total shareholders’ equity		658,563			629,134
Total liabilities and shareholders’ equity	$	10,484,538		$	9,512,756

1 - Share data reflects the 5 percent stock dividend issued May 17, 2004.

VALLEY NATIONAL BANCORP

Consolidated Statements of Income

($ in thousands, except for share data)

	Three Months Ended June 30,
	2004		2003
Interest Income
Interest and fees on loans	$	88,967	$	92,225
Interest and dividends on investment securities		36,675		33,729
Interest on federal funds sold and other short-term investments		34		86
Total interest income		125,676		126,040
Interest Expense
Interest on deposits:
Savings deposits		5,162		6,427
Time deposits		11,038		12,218
Interest on other borrowings		18,090		18,572
Total interest expense		34,290		37,217
Net Interest Income		91,386		88,823
Provision for loan losses		1,476		1,755
Net interest income after provision for loan losses		89,910		87,068
Non-Interest Income
Trust and investment services		2,183		2,156
Insurance premiums		3,745		4,202
Service charges on deposit accounts		5,171		5,682
Gains on securities transactions, net		1,051		2,968
Fees from loan servicing		2,034		2,459
Gains on sales of loans, net		691		2,727
Bank owned life insurance		1,534		1,564
Other		4,321		4,464
Total non-interest income		20,730		26,222
Non-Interest Expense
Salary expense		24,173		24,647
Employee benefit expense		5,791		5,892
Net occupancy expense		8,860		8,767
Amortization of intangible assets		2,690		3,609
Other		13,283		13,028
Total non-interest expense		54,797		55,943
Income before income taxes		55,843		57,347
Income tax expense		19,114		19,618
Net Income	$	36,729	$	37,729
Earnings Per Share: (1)
Basic	$	0.37	$	0.38
Diluted	$	0.37	$	0.38
Weighted Average Number of Shares Outstanding: (1)
Basic		98,660,022		98,488,665
Diluted		99,116,527		99,029,249

1 - Share data reflects the 5 percent stock dividend issued May 17, 2004.

VALLEY NATIONAL BANCORP

Consolidated Statements of Income

($ in thousands, except for share data)

	Six Months Ended June 30,
	2004		2003
Interest Income
Interest and fees on loans	$	176,799	$	184,052
Interest and dividends on investment securities		72,268		68,246
Interest on federal funds sold and other short-term investments		124		173
Total interest income		249,191		252,471
Interest Expense
Interest on deposits:
Savings deposits		9,875		13,137
Time deposits		22,441		24,171
Interest on other borrowings		35,272		37,116
Total interest expense		67,588		74,424
Net Interest Income		181,603		178,047
Provision for loan losses		3,324		5,010
Net interest income after provision for loan losses		178,279		173,037
Non-Interest Income
Trust and investment services		4,415		4,230
Insurance premiums		7,417		9,004
Service charges on deposit accounts		9,998		10,959
Gains on securities transactions, net		4,617		6,179
Fees from loan servicing		4,211		4,451
Gains on sales of loans, net		1,508		5,315
Bank owned life insurance		3,112		3,078
Other		8,451		8,646
Total non-interest income		43,729		51,862
Non-Interest Expense
Salary expense		48,279		49,067
Employee benefit expense		11,207		12,198
Net occupancy expense		18,130		17,182
Amortization of intangible assets		4,889		6,375
Other		25,373		25,259
Total non-interest expense		107,878		110,081
Income before income taxes		114,130		114,818
Income tax expense		38,969		39,107
Net Income	$	75,161	$	75,711
Earnings Per Share: (1)
Basic	$	0.76	$	0.77
Diluted	$	0.76	$	0.76
Weighted Average Number of Shares Outstanding: (1)
Basic		98,629,884		98,937,601
Diluted		99,126,182		99,420,148

1 - Share data reflects the 5 percent stock dividend issued May 17, 2004.

Valley National Bancorp

(dollars in thousands)

	End of Period - 06/30/04		End of Period - 03/31/04		End of Period - 12/31/03		End of Period - 06/30/03
	Loan Portfolio		Loan Portfolio		Loan Portfolio		Loan Portfolio
Commercial Loans	$	1,205,739	$	1,180,310	$	1,184,652	$	1,163,176
Construction		254,007		265,993		222,748		203,391
Residential Mortgage		1,699,035		1,614,999		1,596,859		1,648,293
Commercial Mortgage		1,692,201		1,607,486		1,553,037		1,564,096
Total Mortgage Loans		3,645,243		3,488,478		3,372,644		3,415,780
Home Equity		486,962		477,793		476,149		467,322
Credit Card		9,636		9,743		10,722		10,727
Automobile		1,058,238		1,011,844		1,013,938		958,900
Other Consumer		101,871		110,731		114,304		117,483
Total Consumer Loans		1,656,707		1,610,111		1,615,113		1,554,432
Total Loans	$	6,507,689	$	6,278,899	$	6,172,409	$	6,133,388

	Quarter End - 6/30/04						Quarter End - 03/31/04						Quarter End - 12/31/03						Quarter End - 06/30/03
	Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate		Average Balance		Interest		Avg. Rate
Assets
Loans	$	6,371,083	$	89,002	5.59	%	$	6,230,219	$	87,869	5.64	%	$	6,163,441	$	89,553	5.81	%	$	6,050,578	$	92,283	6.10	%
Taxable Investments		2,819,716		33,850	4.80	%		2,593,634		32,774	5.05	%		2,525,018		31,655	5.01	%		2,375,933		30,962	5.21	%
Non-Taxable Investments		317,298		4,342	5.47	%		289,643		4,337	5.99	%		267,097		4,291	6.43	%		244,754		4,257	6.96	%
Fed Funds and Other Int. Earning Assets		13,882		34	0.98	%		24,032		90	1.50	%		90,107		230	1.02	%		21,700		86	1.59	%
Total Int. Earning Assets		9,521,979		127,228	5.34	%		9,137,528		125,070	5.48	%		9,045,663		125,729	5.56	%		8,692,965		127,588	5.87	%
Other Assets		620,343						633,523						638,693						621,548
Total Average Assets	$	10,142,322					$	9,771,051					$	9,684,356					$	9,314,513
Liabilities and Shareholders’ Equity
Savings	$	3,446,731	$	5,162	0.60	%	$	3,299,834	$	4,713	0.57	%	$	3,267,588	$	4,831	0.59	%	$	3,096,965	$	6,427	0.83	%
Time Deposits		2,167,642		11,038	2.04	%		2,242,311		11,403	2.03	%		2,311,486		11,969	2.07	%		2,229,817		12,218	2.19	%
S/T Borrowings		372,815		921	0.99	%		236,586		499	0.84	%		199,562		422	0.85	%		478,997		1,404	1.17	%
Long-term Debt		1,695,362		17,169	4.05	%		1,575,598		16,683	4.24	%		1,547,426		18,134	4.69	%		1,279,015		17,168	5.37	%
Interest Bearing Liabilities		7,682,550		34,290	1.79	%		7,354,329		33,298	1.81	%		7,326,062		35,356	1.93	%		7,084,794		37,217	2.10	%
Non-Interest Bearing		1,715,696						1,677,087						1,639,331						1,536,919
Other Liabilities		62,689						77,448						74,187						70,926
Shareholders’ Equity		681,387						662,187						644,776						621,874
Total Average Liabilities and Shareholders’ Equity	$	10,142,322					$	9,771,051					$	9,684,356					$	9,314,513
Net Interest Income and Margin - tax equivalent basis			$	92,938	3.90	%			$	91,772	4.02	%			$	90,373	4.00	%			$	90,371	4.16	%

Notes:

Interest income is presented on a tax equivalent basis using a 35 percent federal tax rate.

Loans are stated net of unearned income and include non-accrual loans.