SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from __________ to __________
Commission File Number 0-11179
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VALLEY NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
New Jersey 22-2477875
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1445 Valley Road
Wayne, New Jersey 07474
(Address of principal executive office) (Zip code)
201-305-8800
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, no par value New York Stock Exchange, Inc.
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of Registrants knowledge, in definitive
proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for
the past 90 days.
Yes X No
The aggregate market value of the voting stock held by non-
affiliates of the Registrant was approximately $735,389,000 on
January 31, 1995.
There were 28,838,798 shares of Common Stock outstanding at January
31, 1995.
Documents incorporated by reference:
Certain portions of the Definitive Proxy Statement for the 1995
Annual Meeting of shareholders to be held March 23, 1995 are
incorporated by reference in Part III.
TABLE OF CONTENTS
Page
PART IV
Item 14. Exhibits, Financial Statement Schedules,
and Reports on Form 8-K..................... 3
Signatures............................................... 3
INTRODUCTION
This Form 10-K/A amends the Company's Annual Report on Form
10-K to reflect the inclusion of an amendment to the Registrants'
Articles of Incorporation dated April 15, 1994 which was not
disclosed in the original Form 10-K filing.
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(c) Exhibits (numbered in accordance with Item 601 of
Regulation S-K):
(3) Articles of Incorporation and By-Laws:
A. Restated Certificate of Incorporation of the
Registrant dated March 22, 1994.
*** B. By-Laws of the Registrant adopted as of
March 14, 1989 and amended March 19, 1991.
C. Amendment to the Certificate of
Incorporation of the Registrant dated
April 15, 1994.
______
***This document is incorporated herein by
reference from the Registrants Form 10-K
Annual Report for the fiscal period ending
December 31, 1993.
SIGNATURES
Pursuant to the requirements of section 13 or 15(d) 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/Gerald H. Lipkin
Gerald H. Lipkin
Chairman of the Board and
Chief Executive Officer
Dated: April 3, 1995
By:/s/Alan D. Eskow
Alan D. Eskow
Senior Vice President and
Principal Accounting Officer
Dated: April 3, 1995
<EXHIBIT>
EXHIBIT 3(A)
RESTATED
CERTIFICATE OF INCORPORATION
OF
VALLEY NATIONAL BANCORP
The Board of Directors of Valley National Bancorp pursuant to
the provisions of Section 14A:95-5(2) has adopted this Restated
Certificate of Incorporation to restate and integrate in a single
certificate the provisions of its certificate of incorporation as
heretofore amended. Valley National Bancorp does hereby certify as
follows:
ARTICLE I
CORPORATE NAME
The name of the Corporation is Valley National Bancorp
(hereinafter the "Corporation").
ARTICLE II
CURRENT REGISTERED OFFICE
AND CURRENT REGISTERED AGENT
The address of the Corporation's current registered office is
1445 Valley Road, Wayne, New Jersey. The name of the current
registered agent at that address is Gerald H. Lipkin.
ARTICLE III
NUMBER OF DIRECTORS
The number of directors shall be governed by the by-laws of
the Corporation.
ARTICLE IV
CORPORATE PURPOSE
The purpose for which the Corporation is organized is to
engage in any activities for which corporations may be organized
under the New Jersey Business Corporation Act, subject to any
restrictions which may be imposed from time to time by the laws of
the United States or the State of New Jersey with regard to the
activities of a bank holding company.
ARTICLE V
CAPITAL STOCK
The Corporation is authorized to issue 34,125,000 shares of
common stock without nominal or par value.
ARTICLE VI
INDEMNIFICATION
The Corporation shall indemnify its officers, directors,
employees and agents and former officers, directors, employees and
agents, and any other persons serving at the request of the
Corporation as an officer, director, employee or agent of another
corporation, association, partnership, joint venture, trust, or
other enterprise, against expenses (including attorney's fees,
judgments, fines, and amounts paid in settlement) incurred in
connection with any pending or threatened action, suit, or
proceeding, whether civil, criminal, administrative or
investigative, with respect to which such officer, director,
employee, agent or other person is a party, or is threatened to be
made a party, to the full extent permitted by the New Jersey
Business Corporation Act. The indemnification provided herein
shall not be deemed exclusive of any other right to which any
person seeking indemnification may be entitled under any by-law,
agreement, or vote of stockholders or disinterested directors or
otherwise, both as to action in his official capacity and as to
action in another capacity, and shall inure to the benefit of the
heirs, executors, and the administrators of any such person. The
Corporation shall have the power to purchase and maintain insurance
on behalf of any persons enumerated above against any liability
asserted against him and incurred by him in any such capacity,
arising out of his status as such, whether or not the Corporation
would have the power to indemnify him against such liability under
the provisions of this Article.
ARTICLE VII
LIMITATION OF LIABILITY
A director or officer of the Corporation shall not be
personally liable to the Corporation or its shareholders for
damages for breach of any duty owed to the Corporation or its
shareholders, except that such provision shall not relieve a
director or officer from liability for any breach of duty based
upon an act or omission (i) in breach of such person's duty of
loyalty to the Corporation or its shareholders, (ii) not in good
faith or involving a knowing violation of law, or (iii) resulting
in receipt by such person of an improper personal benefit. If the
New Jersey Business Corporation Act is amended after approval by
the shareholders of this provision to authorize corporate action
further eliminating or limiting the personal liability of directors
or officers, then the liability of a director and/or officer of the
Corporation shall be eliminated or limited to the fullest extent
permitted by the New Jersey Business Corporation Act as so amended.
Any repeal or modification of the foregoing paragraph by the
shareholders of the Corporation or otherwise shall not adversely
affect any right or protection of a director or officer of the
Corporation existing at the time of such repeal or modification.
IN WITNESS WHEREOF, Gerald H. Lipkin, Chairman and Chief
Executive Officer of the Valley National Bancorp, has executed this
Restated Certificate of Incorporation on behalf of Valley National
Bancorp on this 22nd day of March, 1994.
VALLEY NATIONAL BANCORP
By:/s/Gerald H. Lipkin
Gerald H. Lipkin
Chairman of the Board and
Chief Executive Officer
</EXHIBIT>
<EXHIBIT>
EXHIBIT (3)C
AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
VALLEY NATIONAL BANCORP
Valley National Bancorp, a New Jersey corporation, pursuant to
N.J.S.A. 14A:7-15.1, does hereby certify as follows:
(a) The name of the corporation is: Valley National Bancorp.
(the "Corporation").
(b) A ten percent (10%) stock dividend was declared by the
Corporation on March 22, 1994, pursuant to which one share of
Common Stock, no par value, will be distributed for each twenty
shares of Common Stock, no par value, held by shareholders on the
record date of April 15, 1994, effective May 3, 1994. A resolution
approving the share division was adopted by the Board of Directors
of the Corporation at its regular meeting held on the 22nd day of
March, 1994.
(c) The share division will not adversely affect the rights
or preferences of the holders of outstanding shares and will not
result in the percentage of authorized shares that remains unissued
after the share division exceeding the percentage of authorized
shares that was unissued before the share division.
(d) There were issued and outstanding, as of the record date
of April 15, 1994, 24,531,290 shares of Common Stock without par
value which are the shares subject to the share division. As a
result of the share division, in which one share will be issued for
every ten shares issued and outstanding, those 24,531,290 will be
divided into 26,984,419 shares issued and outstanding.
(e) The Corporation is hereby amending its certificate of
incorporation in connection with the share division as follows:
The existing "Article V" is deleted in its entirety. In lieu
thereof, the following Article V is added to the certificate of
incorporation:
"The Corporation is authorized to issue 37,537,500 shares of
common stock without nominal or par value."
(f) The share division and amendment are to become effective
as of April 15, 1994.
IN WITNESS WHEREOF, Gerald H. Lipkin, Chairman and Chief
Executive Officer of Valley National Bancorp, has executed this
Certificate on behalf of Valley National Bancorp on this 15th day
of April, 1994.
VALLEY NATIONAL BANCORP
By:/s/Gerald H. Lipkin
Gerald H. Lipkin
Chairman of the Board
and Chief Executive Officer
</EXHIBIT>
