<PAGE>
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 26, 1995
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY
(State or Other Jurisdiction of Incorporation)
0-11179 22-2477875
(Commission File Number) (IRS Employer Identification No.)
1445 Valley Road, Wayne, New Jersey 07470
(Address of Principal Executive Offices)
(201) 305-8800
(Registrant's Telephone Number)
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Item 5 - Other Events
On January 26, 1995, Valley National Bancorp ("Valley")
issued a press release, announcing that it had signed a letter of
intent with Lakeland First Financial Group, Inc. ("Lakeland"),
for the acquisition of all the outstanding stock of Lakeland.
The press release and letter of intent are annexed as exhibits to
this Form 8-K. The acquisition is anticipated to be a tax-free
merger of Lakeland into Valley in which the shareholders of
Lakeland will receive 1.225 shares of Valley's common stock, no
par value ("Valley Common Stock") for each share of the common
stock, $0.10 par value, of Lakeland ("Lakeland Common Stock").
The acquisition is expected to be accounted for as a pooling of
interests.
Pursuant to the letter of intent, holders of options to
acquire Lakeland Common Stock will have the choice of either
converting their options into whole shares of Valley Common Stock
following the merger, or converting their options into options to
acquire Valley Common Stock, subject to the same terms and
conditions that governed the options to acquire Lakeland Common
Stock.
Lakeland Common Stock is traded on the NASDAQ National
Market System under the symbol "LLSL" and shares of Lakeland
Common Stock are registered under the Securities and Exchange Act
of 1934, as amended ("1934 Act"). Further information concerning
Lakeland is publicly available from filings made with the
Securities and Exchange Commission pursuant to the 1934 Act.
According to Lakeland's publicly available Form 10-Q for the
three months ended September 30, 1994 (the "10-Q"), Lakeland had
net income of $2,310,936 and net income per share of $0.58 during
that three-month period. According to the 10-Q, as of September
30, 1994, Lakeland had total assets of $661,393,399,
stockholders' equity of $51,191,659 and 3,881,398 shares of
Lakeland Common Stock issued and outstanding. According to
Lakeland's publicly available Form 10-K for the fiscal year ended
June 30, 1994, Lakeland had net income of $8,540,027 and net
income per share of $2.39 for the fiscal year ended June 30, 1994
and net income of $5,845,267 and net income per share of $1.66
for the fiscal year ended June 30, 1993.
Lakeland is the holding company for Lakeland Savings Bank, a
sixteen-branch bank headquartered in Succasunna, New Jersey.
In connection with the letter of intent, Lakeland also
granted Valley an option to acquire 1,250,000 shares of
Lakeland's authorized but unissued common stock for an exercise
price of $21.00 per share, in accordance with the terms and
conditions set forth in the Stock Option Agreement which is
attached as an Exhibit to this Form 8-K.
The proposed merger is subject to the negotiation of a
mutually satisfactory definitive agreement and then is subject
to, among other conditions, the approval or waiver of the Board
of Governors of the Federal Reserve System, the Comptroller of
the Currency, and Lakeland shareholders. The letter of intent
contemplates that Valley will appoint two of Lakeland's directors
to Valley's Board of Directors at the closing of the merger.
<PAGE>
Item 7 - Exhibits
99.1 Press Release, dated January 26, 1995
99.2 Letter of Intent, dated January 26, 1995
99.3 Stock Option Agreement, dated January 26, 1995
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
Dated: February 2, 1995 By: ALAN D. ESKOW
-------------------------
Alan D. Eskow
Senior Vice President
<PAGE>
INDEX TO EXHIBITS
99.1 Press Release, dated January 26, 1995
99.2 Letter of Intent, dated January 26, 1995
99.3 Stock Option Agreement, dated January 26, 1995
Exhibit 99.1
For Immediate Release: January 26, 1995
VALLEY NATIONAL BANCORP AND LAKELAND FIRST FINANCIAL GROUP
ANNOUNCE INTENT TO MERGE
WAYNE, NJ -- Valley National Bancorp (NYSE:VLY) and Lakeland
First Financial Group, Inc. (NASDAQ:LLSL) jointly announced today
that they have signed a letter of intent by which Valley will
acquire Lakeland, the holding company for Lakeland Savings Bank,
a $661 million, sixteen-branch bank headquartered in Succasunna,
New Jersey. The merger will expand the Valley presence in Morris
County and extend Valley into two new counties, Sussex and
Warren.
"Lakeland represents the type of superior performing organization
that Valley seeks to join with in expanding its franchise," said
Gerald H. Lipkin, Chairman and CEO of Valley. "With Lakeland's
current return on assets of 1.41% and a return on equity over
18%, the combination will be non-dilutive to Valley and Valley's
strong capitalization will be maintained. The fact that
Lakeland's offices are located immediately West and North of
Valley's offices makes this a particularly attractive strategic
fit."
Pursuant to the merger, Lakeland will be merged into Valley. The
acquisition of Lakeland is designed as a tax-free merger in which
each of the 3,881,398 outstanding shares of Lakeland common stock
will be exchanged for 1.225 shares of Valley common stock. In
connection with the execution of the letter of intent, Lakeland
also granted Valley an option to acquire 1,250,000 shares of
Lakeland's authorized but unissued common stock.
The parties are completing due diligence and negotiating a
definitive merger agreement. The acquisition is conditioned upon
necessary bank regulatory approvals, the approval of Lakeland's
shareholders and other customary conditions. The parties
anticipate that the merger will be consummated in the third
quarter of this year.
Lipkin noted, "The merger with Lakeland is consistent with
Valley's strategy of growth within Northern New Jersey through
acquisitions of other strong financial institutions." In its
most recent merger, completed November 1994, Valley acquired
RockBank, a $190 million institution based in North Plainfield.
That merger added five branches in Middlesex, Somerset, and Union
counties to the Valley network. During November 1994, Valley
signed a definitive merger agreement pursuant to which Valley
agreed to acquire American Union Bank, a $55 million, two-office
bank headquartered in Union, New Jersey.
Mike Halpin, President and Chief Executive Officer of Lakeland,
indicated that "the proposed affiliation with Valley will bring
together two great banking institutions with a much stronger
franchise and market presence in New Jersey. We believe that
this transaction will position Lakeland for the future in the
ever increasing competitive banking market in New Jersey." With
the combination of the franchises, Lakeland will be able to
provide expanded banking services to its customers such as trust
services, cash management services, an expanded base of branch
locations, etc.
Mr. Halpin will join Valley as a First Senior Vice President
following the merger. In addition, Mr. William McNear, Chairman
of the Board of Lakeland, and one other director of Lakeland will
join Valley's Board of Directors following the merger. Mr. John
Grabovetz, Vice Chairman of the Board of Lakeland, will become a
Director Emeritus of Valley.
Valley National Bank, the principal subsidiary of Valley National
Bancorp, currently has $3.7 billion in assets and operates 63
branches in 41 communities in Bergen, Essex, Hudson, Middlesex,
Morris and Passaic, Somerset and Union Counties.
Exhibit 99.2
VALLEY NATIONAL BANCORP
1445 VALLEY ROAD
WAYNE, NEW JERSEY 07474
January 26, 1995
Lakeland First Financial Group, Inc.
250 Route 10
Succasunna, NJ 07876
Gentlemen:
Valley National Bancorp ("Valley") proposes to acquire all
of the outstanding shares of common stock of Lakeland First
Financial Group, Inc. ("Lakeland") in accordance with the
following terms and conditions:
1. Each holder of Lakeland common stock, $0.10 par value
("Lakeland Common Stock"), will receive for each share of
Lakeland Common Stock held 1.225 shares (the "Exchange Ratio") of
Valley common stock, no par value ("Valley Stock"). No
fractional shares of Valley Stock will be issued, and cash will
be paid in lieu of fractional interests, based upon the average
closing price for Valley Stock. The average closing price shall
mean the average price of Valley Stock calculated based upon the
closing price during the first 10 of the 15 consecutive trading
days immediately preceding the closing of the Merger. Lakeland
represents that there are 3,881,398 shares of Lakeland Common
Stock outstanding and options granted to directors, officers and
employees to purchase 140,199 shares.
2. Each holder of options to purchase shares of Lakeland
Common Stock granted under Lakeland's Stock Option Plan to
directors, officers and certain other employees shall have the
right to elect either (i) to convert the option to an option to
purchase Valley Stock wherein each share of Lakeland Common Stock
covered by the option shall be converted into the right to
purchase that number of shares of Valley Stock multiplied by the
Exchange Ratio for the same aggregate exercise price; or, (ii) if
the option is fully vested at the closing of the Merger, to
convert the option into the right to receive immediately after
the closing a number of whole shares of Valley Stock equal to (x)
the excess of the sum determined by multiplying (A) the number of
shares of Lakeland Common Stock covered by the option, times (B)
the Exchange Ratio, times (C) the average closing price, less (y)
the aggregate exercise price for the option (z) divided by the
average closing price. No fractional shares of Valley Stock
shall be issued, and in lieu thereof, each optionee who would
otherwise be entitled to a fractional interest will receive an
amount in cash determined by multiplying such fractional interest
by the average closing price.
3. The acquisition will take the form of a tax-free merger
of Lakeland into Valley with Valley as the survivor (the
"Merger") and a simultaneous merger of Lakeland Savings Bank,
into Valley National Bank with Valley National Bank as the
survivor.
4. No employment contract nor any contract between
Lakeland or its subsidiaries and any other person shall cause
Lakeland or Valley or their subsidiaries to make an excess
parachute payment as defined in Section 280G of the Code in
connection with or after the Merger.
5. All of the directors of Lakeland shall agree to vote in
favor of and recommend the Merger, subject to the execution of a
mutually satisfactory definitive merger agreement. The directors
of Lakeland will agree to sign a standard affiliates letter for a
pooling-of-interests transaction and Lakeland shall use
reasonable efforts to cause all other affiliates of Lakeland to
agree to sign a standard affiliates letter for a pooling-of-
interests transaction.
6. Upon acceptance of this proposal, Lakeland and Valley
shall proceed promptly to negotiate in good faith a definitive
merger agreement embodying the terms hereof and containing, among
other provisions, representations, warranties and covenants
mutually satisfactory to the parties and customary conditions to
the obligations of each party to consummate the transaction.
7. Among other conditions of the definitive agreement, it
shall be a condition to Valley's obligation to close under the
definitive merger that the Merger be treated as a pooling-of-
interests for accounting purposes. In addition, Valley has
agreed that, at the closing of the Merger, it shall elect two of
Lakeland's directors to Valley's Board of Directors. The
directors to be elected shall include William McNear and one
other to be selected by Valley's nominating committee from two
nominees submitted by Lakeland's Board of Directors. Also,
Valley shall elect John Grabovetz as a Director Emeritus of
Valley.
8. Valley agrees that it will have Michael Halpin,
Lakeland's Chief Executive Officer, join Valley as a member of
its senior management team with the title of First Senior Vice
President and Valley will assume Mr. Halpin's employment
contract. Valley agrees that working with the current management
of Lakeland Savings Bank, Valley intends to continue the
employment of all officers and employees of Lakeland Savings Bank
and, to the extent practical, at the same location, with the same
or equivalent salary and benefits. Valley intends to have all
Lakeland employees participate in the benefits and opportunities
available to all Valley employees.
9. Valley and Lakeland shall have the right to commence
due diligence following the execution of this letter agreement.
The parties acknowledge that they have not commenced their due
diligence as of the date hereof. The parties may continue their
due diligence after execution of the definitive merger agreement
for the purpose of assuring themselves that representations and
warranties in the definitive agreement were correct and that
covenants and conditions set forth in the agreement have been
complied with.
10. The consummation of the Merger shall be targeted for
and the parties shall use all reasonable efforts to have the
Merger consummated no later than July 31, 1995 and it must occur
not later than October 31, 1995, unless extended by mutual
agreement of the parties.
11. In the event of the termination of this letter of
intent each party will be responsible for its own fees and costs
and neither party will be liable to the other party or its
shareholders in connection with the transaction or its
termination.
12. Simultaneously with the acceptance of this proposal,
Lakeland agrees to grant to Valley an option to purchase
1,250,000 shares of the authorized and unissued Lakeland Common
Stock at an exercise price of $21.00 per share and on the other
terms and conditions set forth in the form of option agreement
annexed hereto.
13. Valley and Lakeland will negotiate a definitive merger
agreement to be entered into as soon as possible. This letter
agreement will terminate upon execution by Valley and Lakeland of
the definitive merger agreement or, if the parties have not
entered into the definitive merger agreeement by such date, the
close of business on February 27, 1995.
14. Valley and Lakeland and their respective officers,
directors, employees and agents will cooperate with each other in
good faith, consistent with their respective legal obligations,
in the preparation and distribution of any and all press
releases, announcements and other public disclosures concerning
this letter agreement, the status of negotiations leading to the
execution of a definitive merger agreement and the execution of a
definitive merger agreement. Neither party will make a public
announcement concerning this letter agreement without the prior
consent of the other party.
If the foregoing is acceptable to you, will you kindly
so indicate by signing, dating and returning the enclosed
counterpart of this letter.
Very truly yours,
VALLEY NATIONAL BANCORP
By: GERALD H. LIPKIN
-------------------------
Gerald H. Lipkin
Chairman and
Chief Executive Officer
AGREED AND ACCEPTED:
LAKELAND FIRST FINANCIAL GROUP, INC.
By: MICHAEL HALPIN
-------------------------
Michael Halpin
Chief Executive Officer
Dated: January 26, 1995
Exhibit 99.3
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") dated January
26, 1995, is by and between Valley National Bancorp, a New Jersey
corporation and registered bank holding company ("Valley"), and
Lakeland First Financial Group, Inc. a New Jersey corporation
("Lakeland") and registered bank holding company for Lakeland
Savings Bank ("Bank").
BACKGROUND
1. Valley, Lakeland, the Bank and Valley National Bank
("VNB"), a wholly-owned subsidiary of Valley, as of the date
hereof, have executed a letter of intent (the "Letter Agreement")
pursuant to which the parties will negotiate a definitive
agreement and plan of merger (the "Merger Agreement") pursuant to
which Valley will acquire Lakeland through a merger of Lakeland
with and into Valley (the "Merger").
2. As an inducement to Valley to enter into the letter of
intent and negotiate the Merger Agreement and in consideration
for such entry and negotiation, Lakeland desires to grant to
Valley an option to purchase authorized but unissued shares of
common stock of Lakeland in an amount and on the terms and
conditions hereinafter set forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants
and agreements set forth herein and in letter of intent and in
any definitive Merger Agreement, Valley and Lakeland, intending
to be legally bound hereby, agree:
1. GRANT OF OPTION. Lakeland hereby grants to Valley the
option to purchase 1,250,000 shares of common stock, $0.10 par
value (the "Common Stock") of Lakeland at an exercise price of
$21.00 per share (the "Option Price"), on the terms and
conditions set forth herein (the "Option").
2. EXERCISE OF OPTION. This Option shall not be
exercisable until the occurrence of a Triggering Event (as such
term is hereinafter defined). Upon or after the occurrence of a
Triggering Event (as such term is hereinafter defined), Valley
may exercise the Option, in whole or in part, at any time or from
time to time in accordance with the terms and conditions hereof.
The term "Triggering Event" means the occurrence of any of
the following events:
A person or group (as such terms are defined in the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations thereunder) other than Valley or an
affiliate of Valley:
a. acquires beneficial ownership (as such term is
defined in Rule 13d-3 as promulgated under the Exchange Act) of
at least 20% of the then outstanding shares of Common Stock;
b. enters into a written letter of intent or an
agreement with Lakeland pursuant to which such person or any
affiliate of such person would (i) merge or consolidate, or enter
into any similar transaction with Lakeland, (ii) acquire all or a
significant portion of the assets or liabilities of Lakeland, or
(iii) acquire beneficial ownership of securities representing, or
the right to acquire beneficial ownership or to vote securities
representing 10% or more of the then outstanding shares of Common
Stock;
c. makes a filing with any bank or thrift regulatory
authorities or publicly announces a bona fide proposal (a
"Proposal") for (i) any merger, consolidation or acquisition of
all or a significant portion of all the assets or liabilities of
Lakeland or any other business combination involving Lakeland, or
(ii) a transaction involving the transfer of beneficial ownership
of securities representing, or the right to acquire beneficial
ownership or to vote securities representing, 20% or more of the
outstanding shares of Common Stock, and thereafter, if such
Proposal has not been Publicly Withdrawn (as such term is
hereinafter defined) at least 15 days prior to the meeting of
stockholders of Lakeland called to vote on the Merger and
Lakeland stockholders fail to approve the Merger by the vote
required by applicable law at the meeting of stockholders called
for such purpose; or
d. makes a bona fide Proposal and thereafter, but
before such Proposal has been Publicly Withdrawn, Lakeland
willfully takes any action in any manner which would materially
interfere with its desire or ability to enter into a definitive
Merger Agreement or its ability to consummate the Merger or
materially reduce the value of the transaction to Valley.
The term "Triggering Event" also means the taking of any
direct or indirect action by Lakeland or any of its directors,
officers or agents to invite, encourage or solicit any proposal
which has as its purpose a tender offer for the shares of
Lakeland Common Stock, a merger, consolidation, plan of
exchange, plan of acquisition or reorganization of Lakeland, or a
sale of shares of Lakeland Common Stock or any significant
portion of its assets or liabilities.
The term "significant portion" means 25% of the assets or
liabilities of Lakeland.
"Publicly Withdrawn", for purposes of clauses (c) and (d)
above, shall mean an unconditional bona fide withdrawal of the
Proposal coupled with a public announcement of no further
interest in pursuing such Proposal or in acquiring any
controlling influence over Lakeland or in soliciting or inducing
any other person (other than Valley or any affiliate) to do so.
Notwithstanding the foregoing, the Option may not be
exercised at any time (i) in the absence of any required
governmental or regulatory approval or consent necessary for
Lakeland to issue the Option Shares or Valley to exercise the
Option or prior to the expiration or termination of any waiting
period required by law, or (ii) so long as any injunction or
other order, decree or ruling issued by any federal or state
court of competent jurisdiction is in effect which prohibits the
sale or delivery of the Option Shares.
Lakeland shall notify Valley promptly in writing of the
occurrence of any Triggering Event known to it, it being
understood that the giving of such notice by Lakeland shall not
be a condition to the right of Valley to exercise the Option.
Lakeland will not take any action which would have the effect of
preventing or disabling Lakeland from delivering the Option
Shares to Valley upon exercise of the Option or otherwise
performing its obligations under this Agreement.
In the event Valley wishes to exercise the Option, Valley
shall send a written notice to Lakeland (the date of which is
hereinafter referred to as the "Notice Date") specifying the
total number of Option Shares it wishes to purchase and a place
and date for the closing of such a purchase (a "Closing");
provided, however, that a Closing shall not occur prior to two
days after the later of receipt of any necessary regulatory
approvals and the expiration of any legally required notice or
waiting period, if any.
3. PAYMENT AND DELIVERY OF CERTIFICATES. At any Closing
hereunder (a) Valley will make payment to Lakeland of the
aggregate price for the Option Shares so purchased by wire
transfer of immediately available funds to an account designated
by Lakeland, (b) Lakeland will deliver to Valley a stock
certificate or certificates representing the number of Option
Shares so purchased, free and clear of all liens, claims, charges
and encumbrances of any kind or nature whatsoever created by or
through Lakeland, registered in the name of Valley or its
designee, in such denominations as were specified by Valley in
its notice of exercise and bearing a legend as set forth below
and (c) Valley shall pay any transfer or other taxes required by
reason of the issuance of the Option Shares so purchased.
Unless a registration statement is filed and declared
effective under Section 4 hereof, a legend will be placed on each
stock certificate evidencing Option Shares issued pursuant to
this Agreement, which legend will read substantially as follows:
The shares of stock evidenced by this certificate have
not been registered for sale under the Securities Act of
1933 (the "1933 Act"). These shares may not be sold,
transferred or otherwise disposed of unless a registration
statement with respect to the sale of such shares has been
filed under the 1933 Act and declared effective or, in the
opinion of counsel reasonably acceptable to Lakeland
Financial Corporation, said transfer would be exempt from
registration under the provisions of the 1933 Act and the
regulations promulgated thereunder.
4. REGISTRATION RIGHTS. Upon or after the occurrence of a
Triggering Event and upon receipt of a written request from
Valley, Lakeland shall prepare and file a registration statement
with the Securities and Exchange Commission, covering the Option
and such number of Option Shares as Valley shall specify in its
request, and Lakeland shall use its best efforts to cause such
registration statement to be declared effective in order to
permit the sale or other disposition of the Option and the Option
Shares, provided that Valley shall in no event have the right to
have more than one such registration statement become effective.
In connection with such filing, Lakeland shall use its best
efforts to cause to be delivered to Valley such certificates,
opinions, accountant's letters and other documents as Valley
shall reasonably request and as are customarily provided in
connection with registrations of securities under the Securities
Act of 1933, as amended. All expenses incurred by Lakeland in
complying with the provisions of this Section 4, including
without limitation, all registration and filing fees, printing
expenses, fees and disbursements of counsel for Lakeland and blue
sky fees and expenses shall be paid by Valley. Underwriting
discounts and commissions to brokers and dealers relating to the
Option Shares, fees and disbursements of counsel to Valley and
any other expenses incurred by Valley in connection with such
registration shall be borne by Valley. In connection with such
filing, Lakeland shall indemnify and hold harmless Valley against
any losses, claims, damages or liabilities, joint or several, to
which Valley may become subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement with respect to
Lakeland or alleged untrue statement with respect to Lakeland of
any material fact with respect to Lakeland contained in any
preliminary or final registration statement or any amendment or
supplement thereto, or arise out of a material fact with respect
to Lakeland required to be stated therein or necessary to make
the statements therein with respect to Lakeland not misleading;
and Lakeland will reimburse Valley for any legal or other expense
reasonably incurred by Valley in connection with investigating or
defending any such loss, claim, damage, liability or action;
provided, however, that Lakeland will not be liable in any case
to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged
untrue statement of omission or alleged omission made in such
preliminary or final registration statement or such amendment or
supplement thereto in reliance upon and in conformity with
written information furnished by or on behalf of Valley
specifically for use in the preparation thereof. Valley will
indemnify and hold harmless Lakeland to the same extent as set
forth in the immediately preceding sentence but only with
reference to written information specifically furnished by or on
behalf of Valley for use in the preparation of such preliminary
or final registration statement or such amendment or supplement
thereto; and Valley will reimburse Lakeland for any legal or
other expense reasonably incurred by Lakeland in connection with
investigating or defending any such loss, claim, damage,
liability or action.
5. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the
event of any change in the Common Stock by reason of stock
dividends, split-ups, mergers, recapitalizations, combinations,
conversions, exchanges of shares or the like, then the number and
kind of Option Shares and the Option Price shall be appropriately
adjusted.
In the event any capital reorganization or reclassification
of the Common Stock, or any consolidation, merger or similar
transaction of Lakeland with another entity, or in the event any
sale of all or substantially all of the assets of Lakeland shall
be effected in such a way that the holders of Common Stock shall
be entitled to receive stock, securities or assets with respect
to or in exchange for Common Stock, then, as a condition of such
reorganization, reclassification, consolidation, merger or sale,
lawful and adequate provisions (in form reasonably satisfactory
to the holder hereof) shall be made whereby the holder hereof
shall thereafter have the right to purchase and receive upon the
basis and upon the terms and conditions specified herein and in
lieu of the Common Stock immediately theretofore purchasable and
receivable upon exercise of the rights represented by this
Option, such shares of stock, securities or assets as may be
issued or payable with respect to or in exchange for the number
of shares of Common Stock immediately theretofore purchasable and
receivable upon exercise of the rights represented by this Option
had such reorganization, reclassification, consolidation, merger
or sale not taken place; provided, however, that if such
transaction results in the holders of Common Stock receiving only
cash, the holder hereof shall be paid the difference between the
Option Price and such cash consideration without the need to
exercise the Option.
6. FILINGS AND CONSENTS. Each of Valley and Lakeland will
use its best efforts to make all filings with, and to obtain
consents of, all third parties and governmental authorities
necessary to the consummation of the transactions contemplated by
this Agreement.
Exercise of the Option herein provided shall be subject to
compliance with all applicable laws including, in the event
Valley is the holder hereof, approval of the Board of Governors
of the Federal Reserve System and Lakeland agrees to cooperate
with and furnish to the holder hereof such information and
documents as may be reasonably required to secure such approvals.
7. REPRESENTATIONS AND WARRANTIES OF LAKELAND. Lakeland
hereby represents and warrants to Valley as follows:
a. DUE AUTHORIZATION. Lakeland has full corporate
power and authority to execute, deliver and perform this
Agreement and all corporate action necessary for execution,
delivery and performance of this Agreement has been duly taken by
Lakeland.
b. AUTHORIZED SHARES. Lakeland has taken and, as
long as the Option is outstanding, will take all necessary
corporate action to authorize and reserve for issuance all shares
of Common Stock that may be issued pursuant to any exercise of
the Option.
c. NO CONFLICTS. Neither the execution and delivery
of this Agreement nor consummation of the transactions
contemplated hereby (assuming all appropriate regulatory
approvals) will violate or result in any violation or default of
or be in conflict with or constitute a default under any term of
the certificate of incorporation or by-laws of Lakeland or, to
its knowledge, any agreement, instrument, judgment, decree,
statute, rule or order applicable to Lakeland.
8. SPECIFIC PERFORMANCE. The parties hereto acknowledge
that damages would be an inadequate remedy for a breach of this
Agreement and that the obligations of the parties hereto shall be
specifically enforceable. Notwithstanding the foregoing, Valley
shall have the right to seek money damages against Lakeland for a
breach of this Agreement.
9. ENTIRE AGREEMENT. This Agreement constitutes the
entire agreement between the parties with respect to the subject
matter hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties or any
of them with respect to the subject matter hereof.
10. ASSIGNMENT OR TRANSFER. Valley may not sell, assign or
otherwise transfer its rights and obligations hereunder, in whole
or in part, to any person or group of persons other than to an
affiliate of Valley. Valley represents that it is acquiring the
Option for Valley's own account and not with a view to or for
sale in connection with any distribution of the Option. Valley
is aware that presently neither the Option nor the Option Shares
are being offered by a registration statement filed with, and
declared effective by, the Securities and Exchange Commission,
but instead are being offered in reliance upon the exemption from
the registration requirements pursuant to Section 4(2) of the
Securities Act of 1933, as amended.
11. AMENDMENT OF AGREEMENT. By mutual consent of the
parties hereto, this Agreement may be amended in writing at any
time, for the purpose of facilitating performance hereunder or to
comply with any applicable regulation of any governmental
authority or any applicable order of any court or for any other
purpose.
12. VALIDITY. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement, which
shall remain in full force and effect.
13. NOTICES. All notices, requests, consents and other
communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given when
delivered personally, by express service, cable, telegram or
telex, or by registered or certified mail (postage prepaid,
return receipt requested) to the respective parties as follows:
If to Valley:
Valley National Bancorp
1445 Valley Road
Wayne, New Jersey 07470
Attn.: Gerald H. Lipkin
Chairman and Chief Executive Officer
With a copy to:
Pitney, Hardin, Kipp & Szuch
200 Campus Drive
Florham Park, New Jersey 07932-0950
P.O. Box 1945
Morristown, New Jersey 07962-1945
Attn.: Ronald H. Janis, Esq.
If to Lakeland:
Lakeland First Financial Group, Inc.
250 Route 10
Succasunna, NJ 07876
Attn.: Michael Halpin
President and Chief Executive Officer
With a copy to:
Malizia, Spidi, Sloane and Fisch, P.C.
1301 K Street, N.W.
Suite 700 East
Washington, D.C. 20005
Attn.: John J. Spidi, Esq.
or to such other address as the person to whom notice is to be
given may have previously furnished to the others in writing in
the manner set forth above (provided that notice of any change of
address shall be effective only upon receipt thereof).
14. GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey.
15. CAPTIONS. The captions in the Agreement are inserted
for convenience and reference purposes, and shall not limit or
otherwise affect any of the terms or provisions hereof.
16. WAIVERS AND EXTENSIONS. The parties hereto may, by
mutual consent, extend the time for performance of any of the
obligations or acts of either party hereto. Each party may
waive (i) compliance with any of the covenants of the other party
contained in this Agreement and/or (ii) the other party's
performance of any of its obligations set forth in this
Agreement.
17. PARTIES IN INTEREST. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and
nothing in this Agreement, express or implied, is intended to
confer upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Agreement, except as
provided in Section 10 permitting Valley to assign its rights and
obligations hereunder only to an affiliate of Valley.
18. COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
agreement.
19. TERMINATION. In the event no definitive Merger
Agreement is entered into, then this Agreement shall expire upon
termination of the Letter Agreement unless a Triggering Event has
occurred prior to such termination date, in which case this
Agreement shall not terminate until 12 months following such
termination. In the event a definitive Merger Agreement is
entered into by the parties hereto, this Agreement shall
terminate upon either the termination of the Merger Agreement as
provided therein or the consummation of the transactions
contemplated by the Merger Agreement; provided, however, that if
termination of the Merger Agreement occurs after the occurrence
of a Triggering Event, this Agreement shall not terminate until
12 months following the date of the termination of the Merger
Agreement.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to
resolutions adopted by its Board of Directors, has caused this
Agreement to be executed by its duly authorized officer, all as
of the day and year first above written.
LAKELAND FIRST FINANCIAL GROUP,
INC.
By: MICHAEL HALPIN
-------------------------
Michael Halpin
President and
Chief Executive Officer
VALLEY NATIONAL BANCORP
By: GERALD H. LIPKIN
-------------------------
Gerald H. Lipkin
Chairman and
Chief Executive Officer
