SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 6, 1995
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)
(201) 305-8800
(Registrant's telephone number, including area code)
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The following audited financial statements of Lakeland are
incorporated by reference into this report from the Annual
Report of Lakeland on Form 10-K for the fiscal year ended June
30, 1994, previously filed with the Commission:
Consolidated Statements of Income for each of the
three fiscal years in the period ended June 30,
1994.
Consolidated Balance Sheets as of June 30, 1994 and
1993.
Consolidated Statements of Changes in Stockholders'
Equity for each of the three fiscal years in the
period ended June 30, 1994.
Consolidated Statements of Cash Flows for each of the
three fiscal years in the period ended June 30, 1994.
Notes to Consolidated Financial Statements.
Pursuant to paragraph (a) (2) of Item 7 of Form 8-K, a manually signed
accountants' report with respect to the above-referenced audited financial
statements is included as an exhibit to this Form 8-K.
The following unaudited interim financial statements of
Lakeland are incorporated by reference into this report
from the Quarterly Report of Lakeland on Form 10-Q for
the fiscal quarter ended March 31, 1995, previously filed
with the Commission:
Unaudited Consolidated Statements of Income for the nine-
and three-month periods ended March 31, 1995 and 1994.
Unaudited Consolidated Balance Sheets as of March 31,
1995 and June 30, 1994.
Unaudited Consolidated Statements of Cash Flows for the
nine-month periods ended March 31, 1995 and 1994.
Notes to Consolidated Financial Statements.
(b) Pro forma financial information.
The following unaudited pro forma combined financial
information presents the Pro Forma Combined Condensed Statement of
Condition of Valley and Lakeland at March 31, 1995 giving effect to
the Merger as if it had been consummated at such date. Also
presented are the Pro Forma Combined Condensed Statements of Income
for the three months ended March 31, 1995 and for the years ended
December 31, 1994, 1993, and 1992 giving effect to the Merger as if
it was consummated at the beginning of each period presented. The
unaudited pro forma information is based on the historical
financial statements of Valley and Lakeland after giving effect to
the Merger under the pooling-of-interests method of accounting and
based upon the assumptions and adjustments contained in the
footnotes to the Unaudited Pro Forma Combined Condensed Financial
Statements.
Lakeland's fiscal year ends on June 30 and Valley's year ends
on December 31. In the pro forma financial statements contained in
the proxy statement/prospectus in connection with the Merger
included in the Registration Statement filed by Valley with the
Securities and Exchange Commission, file No. 33-58497 ("the
Registration Statement"), Lakeland's year-end was adjusted from
June 30 to December 31 in order to coincide with Valley's year-end
of December 31. Subsequent to the filing of the Registration
Statement and after further evaluation, Valley determined that the
combination of Valley and Lakeland could alternatively be accounted
for by combining Lakeland's actual year-end of June 30 with
Valley's actual year-end of December 31 as described below. The pro
forma condensed statement of income for the year ended December 31,
1994 combines Lakeland's statement of income for the 12 month
period ended June 30, 1995 with Valley's statement of income for
the 12 month period ended December 31, 1994. The pro forma
condensed statement of income for the year ended December 31, 1993
combines Lakeland's statement of income for the 12 month period
ended June 30, 1994 with Valley's statement of income for the 12
month period ended December 31, 1993. The pro forma statement of
income for the year ended December 31, 1992 combines Lakeland's
statement of income for the 12 month period ended June 30, 1993
with Valley's statement of income for the 12 month period ended
December 31, 1992. The pro forma combined statement of income for
the three month period ended March 31, 1995 combines Lakeland's
statement of income for the three month period ended March 31, 1995
with Valley's statement of income for the three month period ended
March 31, 1995. On January 1, 1995 retained earnings was adjusted
to eliminate the earnings and dividends of Lakeland for the six
month period ended June 30, 1995. In preparing the Pro Forma
Combined Condensed Statement of Condition of Valley and Lakeland at
March 31, 1995, retained earnings included the earnings, cash
dividends and stock dividend of Valley and Lakeland for the three
months ended March 31, 1995.
The unaudited pro forma combined financial information has
been prepared by Valley's management based upon the historical
financial statements and related notes thereto of Valley and
Lakeland, available in the Form 10-k's filed by Valley and
Lakeland. American Union Bank was merged into Valley at the close
of business on February 28, 1995, and was accounted for under the
pooling-of-interests method of accounting. For the period ended
March 31, 1995 American Union was combined with Valley and included
in the pro forma combined statement of condition and pro forma
combined statement of income. The pro forma combined statement of
financial condition at December 31, 1994 and the pro forma combined
statements of income for the periods ending December 31, 1994,
1993, and 1992 were not restated for the American Union merger as
the combined results would not be materially different from those
presented.
(c) Exhibits
2 Amended and Restated Agreement and Plan of Merger, dated
as of April 21, 1995, among Valley, Lakeland, the Bank
and VNB. (Incorporated by reference from Valley's
Registration Statement on Form S-4, File No. 33-58497,
filed with the Commission (Annex A to the Proxy
Statement/Prospectus contained therein).
23 Report and Consent of Stephen P. Radics & Co.
99 Press Release dated June 30, 1995
PRO FORMA COMBINED CONDENSED STATEMENT OF CONDITION
(Unaudited)
At March 31, 1995
Pro Forma(1)Pro Forma
Valley Lakeland Adjustments Combined
(In Thousands)
ASSETS:
Cash and due from banks $131,359 $ 13,043 - $144,402
Investment securities
held to maturity 822,206 250,470 - 1,072,676
Investment securities
available for sale 484,091 672 - 484,763
Loans 2,248,208 402,494 - 2,650,702
Allowance for possible
loan losses (37,087) (5,669) - (42,756)
Other assets 175,349 15,657 - 191,006
Total assets $3,824,126 $676,667 - $4,500,793
LIABILITIES:
Deposits $3,424,447 $545,495 - $3,969,942
Borrowings 41,798 71,076 - 112,874
Other liabilities 35,781 4,767 - 40,548
Total liabilities 3,502,026 621,338 - 4,123,364
SHAREHOLDERS' EQUITY
Common Stock 17,229 391 2,277 19,897
Surplus 177,018 40,803 (2,277) 215,544
Retained earnings, net 130,017 14,135 - 144,152
Treasury stock (2,164) - - (2,164)
Total shareholders,
equity 322,100 55,329 - 377,429
Total liabilities
and shareholders'
equity $3,824,126 $676,667 - $4,500,793
_______________
(1) To record the exchange of 3,886,845 shares of Lakeland for
4,998,483 shares of Valley Common Stock
PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)
Three Months Ended March 31, 1995
(In thousands, except per share data)
PRO FORMA
VALLEY LAKELAND COMBINED
Interest income $66,047 $12,600 $78,647
Interest expense 28,493 6,097 34,590
Net interest income 37,554 6,503 44,057
Provision for possible
loan losses 519 307 826
Net interest income
after provision for
possible loan losses 37,035 6,196 43,231
Non-interest income 4,716 387 5,103
Non-interest expense 19,703 2,534 22,237
Income before income
taxes 22,048 4,049 26,097
Income taxes 7,330 1,401 8,731
Net income $14,718 $ 2,648 $17,366
Weighted average
number of shares
outstanding(1) 30,581,185 3,971,678 35,688,763
PER COMMON SHARE DATA
Net income per share $0.48 $0.52 $0.49
Cash dividends declared $0.24 $0.15 $0.24
______________
(1) The weighted average number of shares of Lakeland
must be multiplied by the exchange ratio of 1.286% to obtain
the equivalent number of Valley shares.
PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)
Year Ended December 31, 1994
(In thousands, except per share data)
PRO FORMA
VALLEY LAKELAND COMBINED
Interest income $242,945 $49,638 $292,583
Interest expense 93,839 23,626 117,465
Net interest income 149,106 26,012 175,118
Provision for possible
loan losses 3,545 1,652 5,197
Net interest income after
provision for possible
loan losses 145,561 24,360 169,921
Non-interest income 22,479 1,488 23,967
Non-interest expense(1) 79,018 11,576 90,594
Income before income taxes 89,022 14,272 103,294
Income taxes(2) 29,978 8,745 38,723
Net income $ 59,044 $ 5,527 $ 64,571
Weighted average number of shares
outstanding(3) 30,165,895 3,994,126 35,302,341
PER COMMON SHARE DATA
Net income per share $1.96 $1.38 $1.83
Cash dividends declared $0.93 $0.93 $0.93
______________
(1)Includes approximately $2.4 million of one-time merger related
expenses.
(2)Includes one-time adjustment of approximately $3.5 million
to recapture tax bad debt deductions previously taken
by Lakeland and $500 thousand of tax benefits for merger
related expenses. Tax bad debt deductions taken by a savings
bank must be reversed when a savings bank is merged into a
commercial bank.
(3)The weighted average number of shares outstanding for Lakeland
must be multiplied by the exchange ratio of 1.286% to obtain
the equivalent number of Valley shares.
PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)
Year Ended December 31, 1993
(In thousands, except per share data)
PRO FORMA
VALLEY LAKELAND COMBINED
Interest income $237,461 $ 43,233 $280,694
Interest expense 93,426 20,596 114,022
Net interest income 144,035 22,637 166,672
Provision for possible
loan losses 6,360 1,606 7,966
Net interest income
after provision for
possible loan losses 137,675 21,031 158,706
Non-interest income 26,514 1,476 27,990
Non-interest expense 76,640 9,032 85,672
Income before income taxes
and cumulative effect of
accounting change 87,549 13,475 101,024
Income taxes 30,703 4,935 35,638
Net income before cumulative
effect of accounting
change 56,846 8,540 65,386
Cumulative effect of
accounting change (402) 0 (402)
Net income $56,444 $8,540 $64,984
Weighted average number
of shares
outstanding(1) 29,673,933 3,936,523 34,736,301
PER COMMON SHARE DATA
Net income per share before
cumulative effect of
accounting change $1.92 $2.17 $1.88
Net income per share $1.90 $2.17 $1.87
Cash dividends declared 0.74 0.75 0.74
_____________
(1)The weighted average number of shares outstanding for
Lakeland must be multiplied by the exchange ratio of 1.286% to
obtain the equivalent number of Valley shares.
PRO FORMA CONDENSED STATEMENT OF INCOME
(UNAUDITED)
Year Ended December 31, 1992
(In thousands, except per share data)
PRO FORMA
VALLEY LAKELAND COMBINED
Interest income $236,600 $37,323 $273,923
Interest expense 114,947 18,743 133,690
Net interest income 121,653 18,580 140,233
Provision for possible
loan losses 16,320 2,535 18,855
Net interest income
after provision for
possible loan losses 105,333 16,045 121,378
Non-interest income 30,967 1,625 32,592
Non-interest expense 70,826 9,121 79,947
Income before income
taxes and cumulative
effect of accounting
change 65,474 8,549 74,023
Income taxes(1) 22,095 3,177 25,272
Net income before
cumulative effect of
accounting change 43,379 5,372 48,751
Cumulative effect of
accounting change 0 473 473
Net income $43,379 $5,845 $ 49,224
Weighted average number
of shares
outstanding(1) 29,267,409 3,869,824 34,244,003
PER COMMON SHARE DATA
Net income per share
before cumulative effect
of accounting change $1.49 $1.39 $1.42
Net income per share $1.49 $1.51 $1.44
Cash dividends declared $0.67 $0.52 $0.67
________________
(1)The weighted average number of shares outstanding for Lakeland
must be multiplied by the exchange ratio of 1.286% to
obtain the equivalent number of Valley shares.
