As filed with the Securities and Exchange Commission on September 29, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
VALLEY NATIONAL BANCORP
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2477875
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) (Identification No.)
1455 VALLEY ROAD
WAYNE, NEW JERSEY 07470
- --------------------------------------------------------------------------------
(Address, including zip code of registrant's principal executive offices)
VALLEY NATIONAL BANK
SAVINGS AND INVESTMENT PLAN
---------------------------
(Full title of the Plan)
GERALD H. LIPKIN, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
VALLEY NATIONAL BANCORP
1455 VALLEY ROAD
WAYNE, NEW JERSEY 07470
(201) 305-8800
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-------
with a copy to:
RONALD H. JANIS, ESQ.
PITNEY, HARDIN, KIPP & SZUCH
P.O. BOX 1945
MORRISTOWN, NEW JERSEY 07962
(201) 966-8263
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered(1) offering price aggregate offering registration fee
per share price
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
Interests in the (1) N/A N/A N/A
Valley National Bank
Savings & Investment
Plan
- ------------------------ ---------------------- ---------------------- ----------------------- ----------------------
</TABLE>
- --------
(1) Pursuant to Rule 416(c) under the Securities Act of
1933, this registration statement covers an
indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1 Plan Information
----------------
Not filed with this Registration Statement.
ITEM 2 Registrant Information and Employee Plan Annual Information
------------------------------------------------------------
Not filed with this Registration Statement.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3 Documents Incorporated By Reference
-----------------------------------
The following documents filed by Valley National Bancorp (the "Company")
or the Valley National Bank Savings and Investment Plan (the "Plan") with the
Securities and Exchange Commission (the "Commission") are incorporated by
reference in this Registration Statement:
1. The Company's 1996 Annual Report on Form 10-K for the year ended
December 31, 1996; and
2. The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997.
3. The Company's current Reports on Form 8-K filed with the Commission on
February 28, 1997 and April 2, 1997.
4. The Plan's Annual Report on Form 11-K for the 9 month period ended
December 31, 1996.
In addition, all documents filed by the Company and the Plan pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, hereby are incorporated herein by reference and shall be
deemed a part hereof from the date of filing of such documents.
ITEM 4 Description of Securities
-------------------------
Not applicable.
ITEM 5 Interests of Named Experts and Counsel
--------------------------------------
The consolidated financial statements of the Company as of December 31,
1996 and 1995 and for each of the years in the three year period ended December
31, 1996, included in the Company's Annual Report on Form 10-K and incorporated
by reference herein, have been audited by KPMG Peat Marwick LLP, independent
public accountants, as indicated in their report dated January 22, 1997, with
respect thereto, and are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said report.
ITEM 6 Indemnification of Directors and Officers
-----------------------------------------
INDEMNIFICATION. Article VI of the certificate of incorporation of the
Company provides that the corporation shall indemnify its present and former
officers, directors, employees, and agents and persons serving at its request
against expenses, including attorney's fees, judgments, fines or amounts paid in
settlement, incurred in connection with any pending or threatened civil or
criminal proceeding to the full extent permitted by the New Jersey Business
Corporation Act. The Article also provides that such indemnification shall not
exclude any other rights to indemnification to which a person may otherwise be
entitled, and authorizes the corporation to purchase insurance on behalf of any
of the persons enumerated against any liability whether or not the corporation
would have the power to indemnify him under the provisions of Article VI.
The New Jersey Business Corporation Act empowers a corporation
to indemnify a corporate agent against his expenses and liabilities incurred in
connection with any proceeding (other than a derivative lawsuit) involving the
corporate agent by reason of his being or having been a corporate agent if (a)
the agent acted in good faith and in a manner he reasonably believed to be in or
not opposed to the best interests of the corporation, and (b) with respect to
any criminal proceeding, the corporate agent had no reasonable cause to believe
his conduct was unlawful. For purposes of the Act, the term "corporate agent"
includes any present or former director, officer, employee or agent of the
corporation, and a person serving as a "corporate agent" at the request of the
corporation for any other enterprise.
With respect to any derivative action, the corporation is
empowered to indemnify a corporate agent against his expenses (but not his
liabilities) incurred in connection with any proceeding involving the corporate
agent by reason of his being or having been a corporate agent if the agent acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation. However, only the court in which the
proceeding was brought can empower a corporation to indemnify a corporate agent
against expenses with respect to any claim, issue or matter as to which the
agent was adjudged liable for negligence or misconduct.
The corporation may indemnify a corporate agent in a specific
case if a determination is made by any of the following that the applicable
standard of conduct was met: (i) the Board of Directors, or a committee thereof,
acting by a majority vote of a quorum consisting of disinterested directors;
(ii) by independent legal counsel, if there is not a quorum of disinterested
directors or if the disinterested quorum empowers counsel to make the
determination; or (iii) by the shareholders.
A corporate agent is entitled to mandatory indemnification to
the extent that the agent is successful on the merits or otherwise in any
proceeding, or in defense of any claim, issue or matter in the proceeding. If a
corporation fails or refuses to indemnify a corporate agent, whether the
indemnification is permissive or mandatory, the agent may apply to a court to
grant him the requested indemnification. In advance of the final disposition of
a proceeding, the corporation may pay an agent's expenses if the agent agrees to
repay the expenses unless it is ultimately determined he is entitled to
indemnification.
LIMITATION ON LIABILITY. Article VII of the certificate of
incorporation of the Company provides:
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 this 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.
The New Jersey Business Corporation Act, as it affects exculpation, has not been
changed since the adoption of this provision by the Company in 1987.
ITEM 7 Exemption from Registration Claimed
-----------------------------------
Not applicable.
ITEM 8 Exhibits
--------
5 Opinion of Pitney, Hardin, Kipp & Szuch.
23(a) Consent of KPMG Peat Marwick LLP.
23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5).
99 Valley National Bank Savings and Investment Plan Summary Plan Description.
Undertaking number 2 of Item 9 below is hereby incorporated by
reference in this Item 8.
ITEM 9 Undertakings
------------
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement (i)
to include any material information with respect to the Plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration
Statement.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
2. The undersigned registrant hereby undertakes to submit the plan and any
amendments thereto to the Internal Revenue Service ("IRS") in a timely
manner and to make all changes required by the IRS in order to qualify
the Plan under section 401 of the internal Revenue Code of 1986, as
amended to date.
3. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in this Registration Statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act
and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Wayne, State of New Jersey, on September 16,
1997.
VALLEY NATIONAL BANCORP
By: GERALD H. LIPKIN
_____________________________________
Gerald H. Lipkin, Chairman, 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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
GERALD H. LIPKIN
- -------------------------------- Chairman, President, Chief September 16, 1997
Gerald H. Lipkin Executive Officer and Director
(Principal Executive Officer)
PETER SOUTHWAY
- -------------------------------- Vice Chairman September 16, 1997
Peter Southway and Director
ALAN D. ESKOW
- -------------------------------- Corporate Secretary and September --, 1997
Alan D. Eskow Senior Vice President
(Principal Accounting Officer)
ANDREW B. ABRAMSON
- -------------------------------- Director September 16, 1997
Andrew B. Abramson
PAMELA BRONANDER
- -------------------------------- Director September 16, 1997
Pamela Bronander
JOSEPH COCCIA, JR. Director September 16, 1997
- --------------------------------
Joseph Coccia, Jr.
AUSTIN C. DRUKKER Director September 16, 1997
- --------------------------------
Austin C. Drukker
WILLARD L. HEDDEN Director September 16, 1997
- --------------------------------
Willard L. Hedden
GRAHAM O. JONES Director September 16, 1997
- --------------------------------
Graham O. Jones
WALTER H. JONES, III Director September 16, 1997
- --------------------------------
Walter H. Jones, III
<PAGE>
GERALD KORDE Director September 16, 1997
- --------------------------------
Gerald Korde
JOLEEN J. MARTIN Director September 16, 1997
- --------------------------------
Joleen J. Martin
ROBERT E. MCENTEE Director September 16, 1997
- --------------------------------
Robert E. McEntee
WILLIAM MCNEAR Director September 16, 1997
- --------------------------------
William McNear
SAM P. PINYUH Director September 16, 1997
- --------------------------------
Sam P. Pinyuh
ROBERT RACHESKY Director September 16, 1997
- --------------------------------
Robert Rachesky
BARNETT RUKIN Director September 16, 1997
- --------------------------------
Barnett Rukin
RICHARD F. TICE Director September 16, 1997
- --------------------------------
Richard F. Tice
LEONARD VORCHEIMER Director September 16, 1997
- --------------------------------
Leonard Vorcheimer
JOSEPH L. VOZZA Director September 16, 1997
- --------------------------------
Joseph L. Vozza
</TABLE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Plan
administrators have duly caused this Registration Statement to be signed on
their behalf by the undersigned, thereunto duly authorized, in the Township of
Wayne State of New Jersey, September 23, 1997.
VALLEY NATIONAL BANK SAVINGS AND INVESTMENT PLAN
By: BILL HIGLEY
---------------------------
Plan Administrator
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- ------------
Exhibit 5 Opinion of Pitney, Hardin, Kipp & Szuch.
Exhibit 23(a) Consent of KPMG Peat Marwick LLP.
Exhibit 23(b) Consent of Pitney, Hardin, Kipp & Szuch (included in Exhibit 5).
Exhibit 99 Valley National Bank Savings and Investment Plan Summary Plan
Description.
September 29, 1997
VALLEY NATIONAL BANCORP
Re: Registration Statement on Form S-8 for Shares
of Common Stock issuable pursuant to the
Valley National Bank Savings and Investment Plan
We have examined the Registration Statement on Form S-8 (the
"Registration Statement") to be filed by VALLEY NATIONAL BANCORP (the "Company")
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended (the "Act"), of shares of common
stock of the Company, no par value (the "Shares"), issuable pursuant to the
Valley National Bank Savings and Investment Plan (the "Plan").
We have also examined originals, or copies certified or otherwise
identified to our satisfaction, of the Plan, the Certificate of Incorporation
and By-laws of the Company, as currently in effect; and we have examined such
other documents as we deemed necessary in order to express the opinion
hereinafter set forth.
In our examination of such documents and records, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, and the conformity with the originals of all documents submitted
to us as copies.
The foregoing opinion is limited to the laws of the State of New
Jersey, and we are expressing no opinion as to the effect of the laws of any
other jurisdiction.
We consent to use of this opinion as an Exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities
Act, as amended.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
Independent Public Accountants' Consent
The Board of Directors
Valley National Bancorp:
We consent to the incorporation by reference herein and to the reference to
our firm under the heading "Interests of Named Experts and Counsel" in the
Registration Statement on Form S-8 of Valley National Bancorp of our report
dated January 22, 1997, relating to the consolidated statements of
financial condition of Valley National Bancorp and subsidiaries as of
December 31, 1996 and 1995 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, 1996, which report
appears in the December 31, 1996 Annual Report on Form 10-K of Valley
National Bancorp. Our report refers to the adoption of the Financial
Accounting Standards Board's Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities"
in 1994.
KPMG PEAT MARWICK LLP
Short Hills, New Jersey
September 25, 1997
VALLEY NATIONAL BANK
SAVINGS AND INVESTMENT PLAN
SUMMARY PLAN DESCRIPTION
10/1/97
<PAGE>
Introduction
This booklet is simply a summary of some of the more important features
of the Valley National Bank Savings and Investment Plan (the "Plan"). The Plan
is a written document that sets forth all of the provisions of this retirement
program. Included as part of the Plan is a trust agreement, pursuant to which
Peter Southway, Gerald Lipkin, Robert McEntee, and Joseph Vozza serve as
Trustees (the "Trustee"). The administrator of the Plan is Valley National Bank
(the "Plan Administrator"). You may read the actual Plan document (copies are
available from your employer or Plan Administrator). This summary plan
description is not meant to interpret, extend, change or modify the Plan in any
way. In case of a conflict between this summary and the Plan document, the Plan
document will govern.
The Plan was established effective April 1, 1984. The effective date of
the most recent amendment of the Plan is October 1, 1997. The "Plan Year" is the
period ending each December 31. The Employer that sponsors this Plan is Valley
National Bank (the "Sponsor"). Entities related to the Sponsor that are also
participating employers in this Plan are VNB Financial Advisors, Inc., VNB Loan
Services, Inc., VNB Financial Services, Inc., GAP Realty, Inc., and Valley
National Mortgage Services, Inc. (collectively, the "Employer"). VNB Financial
Services, Inc. employees paid in Canada are not eligible to participate in the
Plan. Midland Bank and Trust Company merged with the Sponsor as of March 1,
1997. Eligible employees of the Employer who have satisfied the Plan's
eligibility requirements may participate in this Plan. The purpose of the Plan
is to enable eligible employees to provide for their retirement and certain
other special situations. The Plan is for the exclusive benefit of eligible
employees and their beneficiaries.
Eligibility to Participate
You will be eligible to participate in the Plan if you are an employee
of the Employer ("Employee") who has been credited with one year of service. A
year of service is the twelve month period beginning with your date of hire (or
anniversary thereof) during which you have earned at least 1,000 hours of
service. Hours of service include hours during which you performed duties for
the Employer and certain other hours for which you are paid, such as hours you
are paid for vacation, illness, or paid leaves of absence (the Plan contains a
complete technical definition of this term).
All Employees who were employed by the Employer on the Plan's original
Effective Date and who satisfied the eligibility requirements were eligible to
become participants in the Plan on the Effective Date. All other Employees who
subsequently satisfy the eligibility requirements are eligible to become
participants in the Plan on the January 1 or July 1 next following their
satisfaction of the Plan's eligibility requirements (an "Entry Date"). In order
to participate in the Plan, your Employer may require that you complete an
enrollment form and may also request that you complete certain other forms, such
as an investment direction form and designation of beneficiary form.
<PAGE>
Contributions
Contributions to the Plan generally are determined on the basis of your
compensation. The term "Compensation" is defined in the Plan; as (1) wages for
purposes of federal income tax withholding, (as shown on your Form W-2); (2)
plus the amount, if any, of any salary reductions pursuant to a salary reduction
agreement which are not included in your taxable income; and (3) minus bonuses,
taxable fringe benefits, income incurred on the exercise of stock options,
severance pay, and amounts paid to you prior to the date you first become
eligible to participate in the Plan. Compensation is capped at a maximum of
$160,000 (as indexed). All contributions allocated to you under the Plan will be
held in a separate account established for you in the Plan's trust; your account
may have several subaccounts for different kinds of contributions.
There are limits on the maximum amount of contributions to plans your
Employer may deduct for federal income tax purposes. There are also limits on
the maximum amount of contributions to plans that may be allocated to any
participant's account in any limitation year (which is the Plan Year). The
maximum amount that may be allocated to your account under the Plan (when
aggregated with contributions under any other defined contribution plan of the
Employer) is, very generally, the lesser of $30,000 or 25% of your Compensation.
If the contributions to your account must be reduced by reason of this limit,
the Plan Administrator will notify you; the definitions and rules relating to
this limitation are contained in the Plan document.
1. Elective Deferral Contributions
As an eligible Employee, you may elect that a specified percentage of
your Compensation be deferred and contributed pre-tax to your account under the
Plan (an "Elective Deferral Contribution"). The maximum pre-tax contribution
that may be made to your account in any Plan Year is the lesser of 12% of your
compensation or $9,500. The $9,500 limit is adjusted annually to reflect changes
in the cost of living. However, in certain cases the maximum amount you may
defer pre-tax in any year may be limited to less than those amounts, due to
statutory nondiscrimination rules. If the amount of your Elective Deferral
Contribution must be reduced, the Plan Administrator will notify you. The amount
you elect to defer pre-tax under the Plan will not affect the amount of your
Social Security benefits. You may change or discontinue the rate of your
Elective Deferral Contributions at any time; the change will be effective with
the first payroll period of each month for which your Employer can reasonably
process the request.
2. Matching Contributions
In addition to your Elective Deferral Contributions under the Plan, the
Employer will contribute a percentage of your Elective Deferral Contributions to
the Plan each year for your benefit ("Matching Contributions"). The amount of
the Matching Contribution shall be decided by the Employer each year.
<PAGE>
3. Qualified Nonelective Contributions
Your Employer may, but is not required to, make contributions for
non-highly compensated participants in order to assure that the Plan satisfies
certain statutory nondiscrimination testing requirements ("Qualified Nonelective
Contributions"). If your Employer makes these contributions, they will be
allocated to a non-highly compensated participant in the ratio that the
participant's Compensation bears to the Compensation of all participants for the
year.
4. Rollover Contributions
You may roll over all or part of the amount you receive from certain
other tax-qualified plans of a former employer into this Plan, provided the
contribution qualifies as a rollover contribution under applicable federal law.
A rollover may be made as a "direct rollover" or may be contributed by you
within 60 days of your receipt of the distribution from the other plan (it is
not necessary that you be a plan participant to make a rollover contribution).
If you wish to make a rollover contribution, you should contact the Plan
Administrator for complete information concerning rollovers.
Investments
The Employer has selected a group of funds in which you may invest your
account balance under the Plan. The investment funds that are currently being
made available are listed on Exhibit A. They consist of several mutual funds
sponsored by Fidelity and the Valley Stock Fund, which consists of shares of
Employer Stock traded on the open market. In general, all contributions
allocated to your account will be invested in one or more of those investment
funds in accordance with your investment instructions. By providing you with a
broad range of investment alternatives, the Plan enables you to make the choices
that are right for you and your family. Because you control the investment of
your account, the Plan is intended to be covered by Section 404(c) of ERISA and
related Department of Labor regulations. Because the Plan is a "Section 404(c)
plan," the Plan's fiduciaries are relieved of liability for any losses that are
the direct and necessary result of investment instructions given by you or your
beneficiary.
1. Information Regarding Investment Alternatives
Information regarding the investment objectives and risk and return
characteristics of each of the Plan's investment alternatives, as well as any
transaction fees and expenses that may apply in connection with transfers into
or out of those alternatives, will be provided to you at the time you become
eligible to participate in the Plan. Information regarding your account balance
will be provided to you quarterly. Upon request, you may obtain additional
information regarding (a) the annual operating expenses of the designated
investment alternatives which reduce your rate of return; (b) copies of any
prospectuses, financial statements, or other materials provided to the Plan
which relate to the designated investment alternatives; (c) the value of shares
in the designated investment alternatives, as well as their past and current
performance; and (d) information concerning the value of shares in the
designated investment alternatives which are held in your account. Carol Abrams
has been designated as the fiduciary responsible for providing you with this
information. You may obtain this information by contacting her in care of the
Benefits Department at 1455 Valley Road, Wayne, New Jersey 07470, or by
telephone at (201) 305-3259.
2. Initial Investment Elections
In order to make your initial investment election, you will have to
complete an enrollment form which the Plan Administrator will supply to you.
Your Elective Deferral Contributions and Matching Contributions made on your
behalf will be allocated to the investment alternatives in the percentages you
select.
3. Changing Your Investment Election and Transferring Assets
Between Investment Alternatives
If you wish to change your investment election for future contributions
to your account, or if you wish to redistribute your existing account balance
between investment alternatives, you must use the Automated Benefits Phone
system, which is available 24 hours a day, seven days per week.
4. Pass-Through of Voting and Tender Rights
Voting and other similar rights associated with ownership of shares in
the Fidelity mutual fund investment alternatives will not be passed through to
Participants. The Trustee will exercise those rights and will do so in the sole
interest of Participants and beneficiaries.
5. The Valley Stock Fund
The Valley Stock Fund is invested in shares of common stock of Valley
National Bancorp. The Trustee will purchase and sell the shares on the open
market at current prices. There are no transaction fees or expenses deducted
from your account when you invest in the Valley Stock Fund.
(a) Documents Incorporated by Reference
Valley National Bancorp has registered its shares of Valley National
Bancorp common stock for use in connection with the Plan and has registered the
associated interests in the Plan. The following documents filed by Valley
National Bancorp with the Securities and Exchange Commission are incorporated by
reference into the prospectus of which this document is a part:
The latest Annual Report on Form 10-K filed by Valley National
Bancorp under Section 13 or 15(d) of the Securities and Exchange
Act of 1934 (the "1934 Act");
The latest Annual Report on Form 11-K filed by the Plan under
Section 15(d) of the 1934 Act; and All other reports filed by the
Employer and the Plan under Sections 13, 14, or 15(d) of the 1934
Act since the end of the fiscal year covered by the annual reports
referred to above.
All reports and documents filed by Valley National Bancorp or the Plan
under Sections 13, 14, or 15(d) of the 1934 Act after the date of the prospectus
and prior to the termination of this offering shall be deemed to be incorporated
by reference in the prospectus and to be a part of the prospectus from the date
of filing of such reports and documents.
Copies of these documents, as well as all reports, proxy statements and
other communications distributed to Valley National Bancorp security holders
generally, are available, without charge (except for exhibits other than those
incorporated by reference), upon written or oral request. You may address
requests for such documents to the Plan Administrator at the address shown on
page 13.
(b) Amount of Valley National Bank Common Stock Offered Under the
Plan
The aggregate number of shares of Valley National Bancorp common stock,
no par value, which may be purchased with Elective Deferral Contributions,
Matching Contributions, and Qualified Nonelective Contributions, is
indeterminate. Appropriate adjustments will be made in the number and class of
shares subject to the Plan as a result of stock dividends, stock split-ups,
reclassification, reorganizations, and similar changes.
If a participant invests a portion of his or her account balance in the
Valley Stock Fund, all voting, tender, and similar rights that attach to the
shares held on the participant's behalf will be passed through to the
participant, and it will be up to the participant to direct the Trustee as to
how those rights should be exercised. Proxies and notices will be forwarded to
you for voting by American Stock Transfer Company ("American Stock Transfer").
Once you return these proxies to American Stock Transfer, American Stock
Transfer will inform the Trustee how to vote the shares of Employer Stock on a
cumulative basis for all of the participants who have returned proxies.
Information regarding the decisions of individual participants will not be
passed along to the Trustee. The Trustee will not vote shares as to which the
Trustee has not received participant direction. All proxy statements and other
materials provided to shareholders will be provided directly to the participant.
Procedures are in place to ensure that all information regarding a
participant's purchase, holding, or sale of Employer Stock or a participant's
exercise of voting, tender, and similar rights shall remain confidential.
Fiduciaries have been designated that shall be responsible for implementing
these procedures, ensuring that they are adequate, and ensuring that they are
followed. Benefits Services Corporation has been designated as the fiduciary
responsible for ensuring that the confidentiality procedures are adequate and
are followed with respect to the purchase, holding, and sale of Employer
Securities. American Stock Transfer Company has been designated as the fiduciary
responsible for ensuring that the confidentiality procedures are adequate and
are followed with respect to the exercise of voting, tender, and similar
appurtenant rights. If you have any questions regarding these procedures, please
contact William Higley, Vice President of Human Resources, at (201) 305-4076.
Vesting
You will always have a 100% vested and nonforfeitable interest in the
amounts credited to your Elective Deferral Contribution account, your rollover
account, and in any amount attributable to Qualified Nonelective Contributions
your Employer may make.
You will have a 100% vested and nonforfeitable interest in all amounts
credited to your account under the Plan upon (1) your death; (2) becoming
disabled (determined in accordance with the Plan); or (3) reaching age 65 while
an Employee ("Normal Retirement Age").
If your employment with the Employer terminates for any reason other
than death, disability, or Normal Retirement, your interest in amounts
attributable to Matching Contributions will be vested as follows:
Years of Service for Vesting Percentage
0 0%
1 0%
2 0%
3 50%
4 75%
5 100%
Participants in the Plan who were participants in the Midland Bank and Trust
Company Savings and Investment Plan (the "Midland Plan") and who had completed
at least three years of service as of March 1, 1997, however, may elect to
remain under the vesting schedule of the Midland Plan.
If the Plan becomes "top-heavy" a more rapid vesting schedule will
apply and minimum contributions by the Employer may be required. Very generally,
a plan is "top-heavy" if the aggregate value of the accounts of "key" Employees
exceeds 60% of the aggregate value of all participants' accounts; the technical
definitions and rules for determining whether a plan is top-heavy are contained
in the Plan. If the Plan is top-heavy in any Plan Year, the Employer may be
required to make a minimum top-heavy contribution for the benefit of all
eligible non-key employees for that Plan Year, which contribution is, very
generally, 3% of each eligible non-key Employee's Compensation or, if less, the
highest percentage of Compensation allocated to the account of any key Employee.
Years of service for vesting are determined on the basis of the time
elapsed from your date of hire until your severance from service. Certain
periods of severance may be included in years of service for vesting. The Plan
contains detailed provisions for determining years of service for vesting.
"Years of service for vesting" does not include service with the Employer prior
to Plan's original effective date or an Employee's reaching age 18. For
participants who were participants in the Midland Bank and Trust Company Savings
and Investment Plan, however, years of service for vesting shall include both
service prior to this Plan's Effective Date and service prior to reaching age
18. Years of service for vesting includes service with VNB Financial Advisors,
Inc., VNB Loan Services, Inc., VNB Financial Services, Inc., GAP Realty, Inc.,
Valley National Mortgage Services, Inc., and Midland Bank and Trust Company
(which merged with the Sponsor as of March 1, 1997).
If your employment with the Employer terminates at a time when less
than 100% of your account balance under the Plan is vested, the nonvested amount
will be forfeited. There are only two events which can cause the loss of all or
a portion of your account. One is termination of employment before you are 100%
vested, and the other is a decrease in the value of your account from investment
losses or administrative expenses and other costs of maintaining the Plan.
Withdrawals and Distributions
1. In-Service Withdrawals
(a) Hardship withdrawals
You may withdraw some or all of your pre-tax Elective Deferral
Contributions (and earnings on those contributions accrued through December 31,
1988) and rollover contributions in the event of a hardship. A hardship means an
immediate and heavy financial need which you are unable to meet from any other
reasonably available resource. Hardship withdrawals may be obtained only for
purposes of (1) paying unreimbursed medical expenses for yourself or your spouse
or dependents; (2) purchasing a principal residence; (3) paying tuition and
related fees for post-secondary education for yourself or your spouse or
dependents; or (4) preventing eviction from or foreclosure on the mortgage on
your principal residence. You may withdraw only the amount necessary to satisfy
the need, you must first exhaust all other reasonably available sources of
funds, and you may not make elective deferrals or other similar employee
contributions under any plan of the Employer for a period of 12 months following
the hardship withdrawal. The minimum amount you may withdraw is $500. Hardship
withdrawals are taxable distributions, which may be subject to the 10% penalty
tax on premature withdrawals from qualified plans.
(b) Withdrawals After Age 59 1/2
You may withdraw all or any portion of your vested account balance
at any time after you have reached age 59 1/2.
2. Distributions
In general, upon your termination of employment with the Employer for
any reason you will be entitled to receive a distribution of the total vested
amount credited to your account under the Plan. If your total vested account
balance does not exceed $3,500, your account balance will be distributed to you
automatically in a lump sum as soon as practicable following your termination of
employment. If your total vested account balance exceeds $3,500, you may elect
to receive a distribution at any time following your termination of employment.
Effective January 1, 1998, the $3,500 ceiling for automatic distributions
following termination of employment will be increased to $5,000. If you do not
elect to receive a distribution following your termination of employment, your
vested account balance will be distributed after you reach Normal Retirement
Age. In all events, distribution of your benefits must begin after you reach age
70 1/2, and must not be less than a minimum required distribution amount
prescribed by law. If you are still an Employee when you are required to begin
receiving minimum required distributions, that minimum required amount will be
distributed to you each year until your employment terminates and you elect a
retirement distribution.
If you are entitled to receive a distribution of benefits under the
Plan, you may elect to receive that distribution in the form of:
(1) one lump sum payment in cash;
(2) one lump sum payment consisting of all whole shares
of Employer Stock invested in the Valley Stock Fund
and the balance in cash;
(3) a total direct Rollover of an Eligible Rollover
Distribution; or
(4) a partial lump sum in cash and a Direct Rollover of
the remaining balances.
In addition to these distribution options, participants who
participated in the Midland Bank and Trust Company Savings and Investment Plan
(the "Midland Plan") prior to March 1, 1997 whose account under the Midland Plan
was merged into the Plan and who become eligible to receive a distribution may
elect to receive a distribution of their entire vested account balance under
this Plan in the form of:
(1) a single life annuity for the participant's life;
(2) a joint and one hundred percent (100%) survivor
annuity;
(3) equal installments over a period of ten (10), fifteen
(15), or twenty (20) years;
(4) a life annuity with fifteen (15) years certain.
Should you die before you receive the total value of your account
balance, the remaining value will be paid to your beneficiary. You may designate
your beneficiary; if you are married and wish to designate a beneficiary other
than your spouse, you must obtain your spouse's consent to that designation. If
you do not have a validly designated beneficiary at the time of your death, the
benefit will be paid to your surviving spouse or, if none, to your estate.
Restrictions on Sale
Prohibitions against trading through the use of inside information
could limit the time, and the manner in which, a Participant may transfer into
or out of the Valley Stock Fund. In addition to the restrictions against insider
trading, affiliates of the Employer are subject to additional restrictions on
reoffers or resales of common stock acquired pursuant to a distribution from the
Plan and are required to make resales under a registration statement or pursuant
to an exemption from registration under the Securities Act of 1933.
Special Note For Executive Officers
Prohibitions against insider trading apply to all employees of the
Employer. Executive Officers (including persons who have been Executive Officers
within the past six months) of the Employer are subject to additional
restrictions imposed by the securities laws on the ability to trade in the
equity securities of the Employer. Further, Executive Officers are subject to
restrictions on investments in, and transfers to and from the Valley Stock Fund.
Prior to attempting to effect any such transaction, Executive Officers should
consult with the Financial Administration Department.
Amendment and Termination of the Plan
The Employer expects this Plan to be permanent. However, the Employer
reserves the right to amend or terminate the Plan at any time by action of its
Board of Directors or other governing body. No change in the Plan can affect
your vested account balance at the time such amendment or termination of the
Plan is made, however, nor, absent very special circumstances, can the Employer
take back money that it has contributed to the Plan.
In the event of a partial or complete termination of the Plan, you will
remain or become fully vested in your total account balance if you are a
participant and are affected by the termination. Upon a termination of the Plan,
your benefits under the Plan will be distributed in accordance with the
distribution provisions discussed above, beginning at page 8.
Plan Funding And Expenses
The Plan is funded by Participants who make Elective Deferral
Contributions and by the Employer through its matching contributions and its
Qualified Nonelective Contributions on behalf of Participants to the Plan. Since
the Plan's inception, the Employer has paid all Plan expenses other than certain
investment management expenses which are charged to the investment funds.
However, the Employer is not obligated to do so and reserves the right to charge
expenses directly to Plan assets. Investment management expenses charged to the
investment funds can be found in each fund's prospectus.
Tax Information
The Plan described in this summary plan description provides benefits
to eligible employees in accordance with federal law and the governing
documents. The Employer intends to operate the Plan so that it will qualify
under Sections 401(a) and 401(k) of the Internal Revenue Code of 1986, as
amended. Accordingly, Elective Deferral Contributions, the Employer's matching
contributions, and the Employer's Qualified Nonelective Contributions will be
deductible by the Employer for federal income tax purposes and the earnings of
the trust which holds the Plan's assets will not be taxable to the trust or to
the Employer.
Exclusiveness of Benefits
Your benefits are for your use only. They may not be sold, transferred,
assigned or pledged to another person, or used to pay off debts, contracts and
liabilities prior to the time of distribution to you or your designated
beneficiary. Also, your account balance is not subject to the claims of
creditors.
Your retirement benefit, while ordinarily not subject to legal process,
may be subject to the terms of a Domestic Relations Order in the event the Plan
Administrator determines that such a Domestic Relations Order is qualified
according to the requirements of the Code. The terms of a Qualified Domestic
Relations Order could allocate a portion of your assets in the Plan to your
spouse, former spouse, child or other dependent but will not expand upon or
alter a participant's, beneficiary's or alternate payee's rights under the Plan.
Benefits provided under this Plan are not insured by the Pension
Benefit Guaranty Corporation ("PBGC") under Title IV of the Employee Retirement
Income Security Act of 1974, as amended ("ERISA") because those insurance
provisions under ERISA are not applicable to this kind of plan.
Claims Procedures
The Plan Administrator or its delegate will review your benefit plan
claim within a reasonable period of time not to exceed 90 days. If special
circumstances require an extension of time, the Plan Administrator may take up
to an additional 90 days, in which case you will be notified of the delay.
If a claim is wholly or partially denied, you will receive in writing:
o the specific reason or reasons for denial;
o the specific reference to the Plan provision on which the
denial is based;
o a description of any additional materials or information
required before the claim can be processed and an explanation
of why such material or information is required;
o a list of the steps to be taken if you want the denial of
claims reviewed.
If your claim has been denied, you have the right to request a review
of the denied claim, to be represented by legal counsel, to review pertinent
documents, and to submit any comments in writing. To obtain a review, mail or
deliver a letter for review to the Plan Administrator within 60 days from the
receipt of the denial of claim or from the time the claim is deemed denied.
Upon receipt of the request for review of a denied claim, the Plan
Administrator will make a prompt decision within 60 days after the request for
review is received, unless special circumstances require an extension of time,
in which case you will be notified of the decision no later than 120 days from
the receipt of request for a review.
If on review of a denied claim the Plan Administrator again determines
that the claim should be denied, the notice of that decision will give specific
reasons for the denial as well as refer to the provisions of the Plan document
on which the decision is based.
Your ERISA Rights
This Plan description has been written in everyday language and has
been organized in a manner that will best help you to understand what the Plan
does and how it does it. The language in the actual Plan document and in the
contract which governs the Plan follows traditional legal guidelines and is
different from this wording.
If you want, you may inspect the legal Plan document and contract at any time.
As a participant in the Plan, you are entitled to certain rights and
protections under ERISA. ERISA provides that all employees covered by the Plans
shall be entitled to:
o Examine, without charge, at the Plan Administrator's office or
at your work location, all Plan documents, including contracts
and copies of all documents filed by the Plans with the U.S.
Department of Labor, such as detailed annual reports and Plan
descriptions.
o Obtain copies of all Plan documents and other Plan information
upon written request to the Plan Administrator. The Plan
Administrator may make a reasonable charge for the copies.
o Receive a copy of the summary of the Plan's annual financial
reports. The Plan Administrator is required by law to furnish
each Plan participant with a copy of this summary annual
report.
In addition to creating rights for Plan participants, ERISA imposes
duties upon the individuals who are responsible for the operation of the
employee benefit plan. The people who operate your Plan, called "fiduciaries" of
the Plan, have a duty to do so prudently and in the interest of you and other
Plan participants and beneficiaries.
No one, including your employer or any other person, may fire you or
otherwise discriminate against you in any way to prevent you from obtaining a
benefit or exercising your rights under ERISA.
If your claim for obtaining a benefit is denied, in whole or in part,
you must receive a written explanation of the reason for denial. You have the
right to have the Plan Administrator review and reconsider your claims.
Under ERISA, there are steps you can take to enforce the above rights.
For instance, if you request materials from the Plan and do not receive them
within 30 days, you may file suit in a federal court. In such a case, the court
may require the Plan Administrator to provide the materials and pay up to $100 a
day until you receive the materials, unless the materials were not sent because
of reasons beyond the Plan Administrator's control. If you have a claim for
benefits which is denied or ignored, in whole or in part, you may file suit in a
state or federal court.
If it should ever happen that Plan fiduciaries misuse the Plan's money,
or if you are discriminated against for asserting your rights, you may seek
assistance from the U.S. Department of Labor, or you may file suit in federal
court. The court will decide who should pay court costs and legal fees. If you
are successful, the court may order the person you have sued to pay these costs
and fees. If you lose, the court may order you to pay these costs and fees, for
example, if it finds your claim is frivolous.
If you have any question about the Plan, you should contact your Plan
Administrator. If you have any questions about this statement or about your
rights under ERISA, you should contact the nearest area office of the U.S.
Labor-Management Services Administration, Department of Labor.
Important Information
Employer: Valley National Bank
1455 Valley Road
Wayne, NJ 07470
(973)305-4073
Related Employer(s): VNB Financial Advisors, Inc., VNB Loan
Services, Inc., VNB Financial Services, Inc., GAP
Realty, Inc., Valley National Mortgage Services,
Inc., and Midland Bank and Trust Company (merged
with Valley National Bank as of March 1, 1997)
Agent for Service of The Plan Administrator is the Agent for Service of
Legal Process: Legal Process
Plan Year: January 1 - December 31
Plan Number: 002
Type of Plan: Defined Contribution Profit Sharing
Employer Identification
Number: 22-1186387
Plan Administrator: Valley National Bank
1455 Valley Road
Wayne, NJ 07470
(973)305-4073
Trustees: Gerald Lipkin, Peter Southway, Robert McEntee
and Joseph Vozza
Valley National Bank
1455 Valley Road
Wayne, NJ 07470
(973)305-4073
<PAGE>
EXHIBIT A
Funds Made Available for Investment
Participants' Accounts may be invested in the following Funds:
(1) Fidelity Cash Reserves
(2) Fidelity Advisor Intermediate Bond Fund (I-share)
(3) Fidelity Advisor Balanced Fund (I-share)
(4) Fidelity Spartan U.S. Equity Index Fund
(5) Fidelity Advisor Equity Growth Fund (I-share)
(6) Fidelity Worldwide Fund
(7) Valley Stock Fund
