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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) -February 28, 1997
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.)
1455 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.
Effective as of the close of business on February 28, 1997, Valley
National Bancorp ("Valley") consummated its previously announced merger with
Midland Bancorporation, Inc. ("Midland") whereby Midland was merged with and
into Valley pursuant to the Agreement and Plan of Merger dated as of September
13, 1996 among Valley, Valley National Bank ("VNB"), Midland and The Midland
Bank and Trust Company (the "Bank"). In accordance with a separate merger
agreement, the Bank merged with and into VNB effective on March 1, 1997. The
merger increases Valley's asset size by 9 percent to $5.1 billion and its branch
network to 95 offices. As a result of the Merger, Midland's shareholders
received 30 shares of Valley common stock for each share of Midland common
stock.
Item 7. Exhibits.
99 Press Release dated February 28, 1997
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registration has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
VALLEY NATIONAL BANCORP
Dated: March 11, 1997 By: /S/ GERALD H. LIPKIN
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Gerald H. Lipkin
Chairman, President and CEO
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INDEX TO EXHIBITS
Exhibit No. Description
99 Press Release dated February 28, 1997
EXHIBIT 99
For Immediate Release: February 28, 1997
VALLEY GROWS TO 95 OFFICES AND PASSES $5 BILLION MARK
WITH COMPLETION OF MIDLAND MERGER
WAYNE, NJ--Valley National Bancorp (NYSE:VLY) announced today the completion of
its merger with Midland Bancorporation, Inc., whose principal subsidiary is The
Midland Bank and Trust Company, a $440 million, 13-branch bank based in Paramus,
New Jersey. This merger increases Valley's asset size by 9 percent to $5.1
billion and its branch network to 95 offices.
"With the addition of Midland, we continue to expand our franchise in Bergen
County, one of the nation's most affluent and densely populated areas," said
Gerald H. Lipkin, Valley National Bancorp Chairman, President, and
CFooter168424A01031397Footerhief Executive Officer. All Midland offices are in
Bergen County communities currently not served by Valley.
"This merger is consistent with our strategy of acquiring strong financial
institutions in our market area. We expect to generate significant cost savings
from this acquisition while increasing our retail and commercial customer base
in the county. During the past 7 years we have been able to dramatically grow
our company while maintaining performance and efficiency ratios that place
Valley among the best performing banks in the nation," Mr. Lipkin added.
In its 1996 annual listing of the top 100 banks in the nation, U.S. Banker
magazine cited Valley as the second most efficient with an efficiency ratio of
43.08 percent, and as the eighth best performing. Ryan, Beck & Co. analyst
Elizabeth Summers noted, "Valley is the only commercial bank in our coverage
list with an efficiency ratio that has been consistently below 50% for many
years. Valley's low expense ratio gives the company a competitive advantage in a
crowded market."
"Our affiliation with Valley brings together two great banking institutions and
creates a much stronger market presence in Bergen County," stated Robert Meyer,
Midland President and Chief Executive Officer. Mr. Meyer will join Valley's
senior management team as an Executive Vice President in charge of bankwide
commercial lending. "We believe this transaction enables Midland customers to
have access to a wider array of financial services available through various
distribution systems."
In addition to Mr. Meyer's appointment, Walter H. Jones, III, Midland Chairman
of the Board, and Graham O. Jones, a Director, will join Valley's Board of
Directors.
As a result of the merger, Midland Bancorporation, Inc., shareholders will
receive 30 shares of Valley common stock for each share of Midland common stock
that they own. Midland Bancorporation, Inc. has 127,794 outstanding shares of
common stock.
"With this merger, Midland customers can feel confident that they will continue
to receive the kind of personalized attention they have been used to," Lipkin
said. "Since our inception over 70 years ago, Valley has been committed to being
responsive to the needs of the businesses and consumers in our market and to
providing the highest level of customer service."
