As filed with the Securities and Exchange Commission on June 9, 1998.
Registration No. ________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
VALLEY NATIONAL BANCORP
(Exact name of Registrant as specified in its charter)
New Jersey
(State or other Jurisdiction of Incorporation or Organization)
22-2477875
(I.R.S. Employer Identification No.)
1455 Valley Road
Wayne, New Jersey 07474
(973) 305-8800
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
GERALD H. LIPKIN
Chairman, President and Chief Executive Officer
1455 Valley Road
Wayne, New Jersey 07474
(973) 305-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Please send copies of all communications to:
RONALD H. JANIS, ESQ.
Pitney, Hardin, Kipp & Szuch
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-6300
Approximate date of commencement of proposed sale to the public:
As soon as practicable following effectiveness
If the securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. |_|
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
======================== ====================== ====================== ====================== ======================
Title of each class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit (1) price (1) registration fee
---------- ---- ----- ----------------
<S> <C> <C> <C> <C>
Common Stock, No par 200,000 $30.06 $6,012,000 $1,774
value
</TABLE>
(1) Pursuant to Rule 457(c), the proposed maximum offering price per share and
the proposed maximum aggregate offering price are estimated solely for the
purpose of computing the registration fee based upon the high and low sale
prices of such stock as reported on The New York Stock Exchange on June 4, 1998.
<PAGE>
PROSPECTUS
VALLEY NATIONAL BANCORP
-------------------------------------------------------
DIVIDEND REINVESTMENT PLAN
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Common Stock
(No Par Value)
The Dividend Reinvestment Plan (the "Plan") of Valley National Bancorp
("Valley") provides shareholders of Valley with a convenient, economical and
systematic method of purchasing additional shares of Common Stock of Valley, no
par value ("Common Stock"), without payment of any brokerage commissions or
other charges,
If you are a shareholder of Valley, you may choose to have future cash
dividends automatically invested in Common Stock and while participating in the
dividend reinvestment program you may also make voluntary cash payments of
between $50 to $5,000 per month to purchase additional shares of Common Stock.
The Plan provides that shares may be purchased for you directly from
Valley out of its authorized but unissued or treasury shares, in the open market
or in privately negotiated transactions.
The price to participants of shares purchased under the Plan will be
the average price paid for such shares by the Plan's administrator, American
Stock Transfer & Trust Company (the "Administrator"). The price to the
Administrator of shares purchased directly from Valley with reinvested dividends
will be the average of the closing sales prices of the Common Stock as reported
by The New York Stock Exchange for the five trading days prior to Valley's
dividend payment date. The price to the Administrator of shares purchased
directly from Valley with voluntary cash payments will be the closing price of
the Common Stock as reported by The New York Stock Exchange on the first trading
day of the month following the date in which such voluntary cash payments are
received by the Administrator. The price to the Administrator of shares
purchased in the open market or in privately negotiated transactions will be the
price actually paid in such transactions by the Administrator.
The Plan does not represent a statement of dividend policy or a
guarantee of future dividends. Dividends will be within the discretion of
Valley's Board of Directors and will be dependent upon various factors,
including, without limitation, the future earnings and financial condition of
Valley.
This Prospectus relates to 200,000 authorized and previously unissued
or treasury shares of Common Stock registered for purchase under the Plan.
This Prospectus should be retained for future reference.
------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
------------------------------------------------------------------------------
The date of this Prospectus is June 9, 1998.
<PAGE>
No person is authorized to give any information or to make any
representation other than those contained or incorporated by reference in this
Prospectus in connection with the offer contained in this Prospectus and, if
given or made, any such information or representation must not be relied upon as
having been authorized by Valley. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of Valley since the date hereof.
AVAILABLE INFORMATION
Valley is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and accordingly files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements and other information may be
inspected and copied at the Commission's public reference facilities located at
450 Fifth Street, N.W., Washington, D.C. 20549 and at the Commission's New York
Regional Office located at 7 World Trade Center, New York, New York 10048.
Copies of such material may also be obtained the Commissions' Public Reference
Section located at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The address of the Commission's web site is
http://www.sec.gov. In addition, the Common Stock is listed on The New York
Stock Exchange and certain reports, proxy materials and other information may
also be inspected at the offices of The New York Stock Exchange located at 20
Broad Street, New York, New York 10006.
This Prospectus incorporates by reference certain documents which are not
presented herein or delivered herewith. See "Incorporation of Certain Documents
by Reference." Copies of such documents may be obtained without charge upon
written or oral request. Such request should be made to:
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07474
Attention: Shareholder Relations Department
Telephone: 973-305-3380
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION..........................................................2
VALLEY NATIONAL BANCORP........................................................4
DESCRIPTION OF THE PLAN........................................................4
Automatic Dividend Reinvestment.......................................4
No Administration Fees or Brokerage Commissions.......................4
Voluntary Cash Investments............................................4
Simplified Recordkeeping..............................................4
Share Safekeeping.....................................................4
Administrator..................................................................5
How To Participate....................................................5
Termination....................................................................5
Terms and Conditions of the Plan......................................5
FEDERAL INCOME TAX CONSEQUENCES................................................8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE................................9
EXPERTS.......................................................................10
USE OF PROCEEDS...............................................................10
LEGAL OPINION.................................................................10
COMMISSION'S POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES...........................................10
<PAGE>
VALLEY NATIONAL BANCORP
Valley, a New Jersey corporation, is a bank holding company registered
under the Bank Holding Company Act of 1956, as amended. Valley's principal
subsidiary, Valley National Bank, is a commercial bank established under the
laws of the United States of America which provides a full range of commercial
and retail banking services as well as personal, corporate and pension trust and
other fiduciary services. Valley's principal executive offices are located at
1455 Valley Road, Wayne, New Jersey 07474.
DESCRIPTION OF THE PLAN
Automatic Dividend Reinvestment
By your request prior to the record date for the dividend, American
Stock Transfer & Trust Company (the "Administrator") can automatically reinvest
the full amount of your dividends, by buying additional shares of Common Stock
directly from Valley out of its authorized but unissued or treasury shares, in
the open market or in privately negotiated transactions.
Even if your dividend is not big enough to buy a whole share of Common
Stock, you will be credited with a fractional share computed to three decimal
places. Fractional shares earn dividends toward the next dividend payment the
same way full shares do.
No Administrative Fees or Broker Commissions
You will save on broker's commissions. Since there is no extra charge
to you for commissions or trust services, the entire dollar amount of your
dividend will be invested. All costs are paid by Valley when shares or fractions
are bought or sold through the Plan.
Voluntary Cash Investments
Under the Plan, you have the option of adding to your investment with
voluntary cash payments. After your first dividend has been invested, you can
invest amounts from $50 to $5,000 per month. Payments may be made by check or by
instructing the Administrator to withdraw a specified amount from your personal
checking, savings or other bank account to be put into your dividend
reinvestment account. Payments can be made at any time, as often as you like.
Funds will be accumulated, without interest, and shares will be purchased either
monthly or when there are sufficient funds to purchase 100 shares.
Simplified Recordkeeping
You will receive a detailed statement showing your total cash dividends
received, the number of shares purchased and total shares held in the Plan after
each investment.
Share Safekeeping
The Plan provides a stock deposit feature to eliminate the need for
participants in the Plan ("Participants") to hold physical stock certificates.
If a Participant currently holds physical stock certificates and would like to
combine these shares with the Participant's shares held in book entry form with
the Administrator, the Participant must send the Administrator the stock
certificates and a letter of instruction. There is no charge for this service.
The certificates do not need to be endorsed. Stock certificates should be sent
by certified or registered/insured mail or by some other safe means as the
Participant bears the risk of loss in transit.
<PAGE>
Administrator
The Plan is administered by the Administrator, American Stock Transfer
& Trust Company, whose is also the Transfer Agent for Valley. Once you have
enrolled in the Plan, you do not need to take any further action unless you opt
to send additional voluntary cash investments. The Administrator will handle all
the details of each transaction.
How To Participate
If you wish to reinvest your dividends automatically or make additional
cash investments in Common Stock, simply complete the enclosed authorization
form and mail it to the Administrator. Send all communications to the following
address:
American Stock Transfer & Trust Company
40 Wall Street
New York, NY 10005
Attention: Dividend Reinvestment
800-278-4353
Please do not send any stock certificates or dividend checks to the
Administrator when enrolling in the Plan. All correspondence for or questions
about the Plan should be sent to the Administrator at the above address and
should include a reference to Valley . Please do not send any correspondence to
Valley.
Termination
No permanent commitment is required. You may withdraw full shares from
your account at any time, and you can terminate your participation in the Plan
at any time up to the next dividend record date by writing to the Administrator.
If you terminate your participation in the Plan, stock certificates will be
issued in your name or, if you so direct, your shares will be sold for you at
the current market price. At the time of termination, any fractional shares will
be converted to cash based upon the current market price. A check for the
proceeds will be sent to you.
Terms and Conditions of the Plan
The following constitutes the provisions of the Plan. The Plan has been
authorized by Valley's Board of Directors and will continue until terminated by
Valley.
1. American Stock Transfer & Trust Company (the
"Administrator") will establish a Dividend Reinvestment Account (the "Account")
for each shareholder of Valley who authorizes his or her participation in the
Plan for shareholders of Valley. The Administrator will credit to the Account of
each participant (the "Participant") in the Plan funds received by the
Administrator from each of the following three sources:
(i) all or part of the cash dividends ("Dividends") received from
Valley (a) by the Administrator as agent for the Participant
on all shares of Common Stock registered in the Participant's
name on the books of Valley and (b) by the Administrator on
all full shares of Common Stock and fractional share
equivalents credited to the Participant's Account.
(ii) all Voluntary Cash Payments pursuant to Paragraph 3 below
received by the Administrator from the Participant; and
(iii) the proceeds received by the Administrator from the sale of
Dividend Securities pursuant to Paragraph 2 below.
2. Acting as agent for each Participant, the Administrator
will apply the funds credited to the Participant's Account pursuant to Paragraph
1 above to the purchase of shares of Common Stock and fractional share
equivalents (the "Additional Shares") and will credit the number of Additional
Shares so purchased to the Participant's Account. As provided in Items 3 and 11
below, Additional Shares may be purchased for the Participant's Account with the
credited funds received by the Administrator from any source specified in
Paragraph 1 above in respect of all Participants in the Plan or with the
combined funds from two or three such sources in respect of such Participants.
The prices at which the Administrator shall be deemed to have acquired
Additional Shares for the Participant's Account shall be the average price as
specified in Paragraph 5 below, of all Additional Shares purchased by it as
agent for all Participant's in the Plan with the funds from each source being
separately applied or with the combined funds of all sources being concurrently
applied, as the case may be.
3. After the first Dividend has been applied by the
Administrator under the Plan to the purchase of Additional Shares for the
Participant's Account, the Participant at his or her option, may from time to
time, invest additional amounts from $50 up to the maximum of $5,000 in any one
month ("Voluntary Cash Payment"). Voluntary Cash Payments may be made by check
or money order to the Administrator or by instructing the Administrator to
withdraw a particular amount from your personal checking, savings or other bank
account ("Automatic Cash Investments"). To activate the Automatic Cash
Investment method of making Voluntary Cash Payments you must complete an
Automatic Cash Investment Authorization Agreement which can be obtained from the
Administrator. Voluntary Cash Payments made by check or money order must be
accompanied by a written instruction, in the form of the tear-off portion
attached to the Statement described in Paragraph 4 below, to apply such
Voluntary Cash Payment to the purchase of Additional Shares for the
Participant's Account. The Administrator will credit such Voluntary Cash Payment
to the Account of the Participant and apply such funds together with the next
Dividend it receives as agent for the Participant to the purchase of Additional
Shares for the Participant's Account. The Administrator will accumulate funds,
without interest, and will purchase shares at least monthly or when it has
accumulated sufficient funds to purchase 100 shares. The Administrator, as its
option, may, if such Voluntary Cash Payment is received within 30 days after the
last Dividend Payment date and provided that sufficient Voluntary Cash Payments
are similarly received from other Participants in the Plan, apply all the
Voluntary Cash Payments so received to the purchase of Additional Shares as soon
as practicable after such thirtieth day.
4. As soon as practicable after each Dividend has been applied
to the purchase of Additional Shares, the Administrator will mail to each
Participant a statement (the "Statement") describing the transactions in the
Participant's Account subsequent to those described on the previous Statement.
5. At Valley's discretion and direction, the Administrator
will purchase Additional Shares pursuant to the Plan from Valley out of its
authorized but unissued or treasury shares. The price of Additional Shares
purchased from Valley out of its authorized but unissued or treasury shares will
be (i) if purchased with reinvested dividends, the average of the closing prices
of the Common Stock as reported by The New York Stock Exchange for the five
trading days prior to Valley's dividend payment date or (ii) if purchased with
Voluntary Cash Payments, the closing price of the Common Stock on the first
trading day of the month following the date in which such Voluntary Cash
Payments are received by the Administrator. If Valley does not direct that
purchases of Additional Shares be made from it, purchases of Additional Shares
will be made by the Administrator on any securities exchange where the Common
Stock is traded, in the over-the-counter market or in privately negotiated
transactions with sellers other than Valley or its affiliates and may be on such
terms as to price, delivery and otherwise, and will be executed through such
brokers, as the Administrator may determine. In making purchases of Additional
Shares pursuant to Paragraph 2 above and in making sales of Dividend Securities
pursuant to Paragraph 11 below for the Participant's Account, the Administrator
will commingle the Participant's funds with those of all other Participant's in
the Plan. The Administrator will hold the Additional Shares of all Participants
in the Plan in the names of its nominee. The Administrator shall have no
responsibility for any fluctuation in the market value of the Additional Shares
purchased for the Participant's Account.
6. No certificates representing the Additional Shares
purchased for the Participant's Account will be issued to the Participant unless
the Participant so requests or until the Participant's Account is terminated and
the Participant so elects as provided in Paragraph 9 below. Such requests and
elections must be made in writing to the Administrator, and in the case of such
request, must be made after the purchase of the Additional Shares for the
Participant's Account to which such request relates. No charge will be made for
the issuance of one or more certificates for all or part of the full Additional
Shares credited to the Participant's Account. No certificate will be issued for
a fraction of an Additional Share.
7. The Administrator will make every effort to apply the whole
amount of the funds available in the Participant's Account to the purchase of
Additional Shares as promptly as reasonably practicable, and (except in the case
of Voluntary Cash Payments) in any event prior to the next ensuing dividend
date, unless any applicable federal securities or other laws may curtail or
suspend the purchase of Additional Shares by the Administrator. If such
curtailment or suspension continues for a period longer than 90 days, the
Administrator will promptly mail to the Participant a check payable to
Participant's order in the amount of any unapplied funds in the Participant's
Account.
8. The fact that Dividends automatically are invested under
the Plan does not relieve the Participant of any liability for taxes which may
be otherwise payable on such Dividends. Dividends received by the Administrator
during any calendar year on Additional Shares (in this case, including
fractional share equivalents) credited to the Participant's Account will be
included in an information return to the Internal Revenue Service, if required,
and a copy of such return will be mailed to the Participant.
9. Participation in the Plan may be terminated either by the
Administrator or by the Participant at any time by the giving of written notice
as provided in Paragraph 15 below, provided that the Administrator may apply any
funds in the Participant's Account to the purchase of Additional Shares.
Together with the giving of written instructions by the Participant to the
Administrator to terminate his Account or in written response to the
Administrator's notice of termination of his Account, the Participant shall
elect whether he or she wishes to receive a certificate or certificates
representing the full Additional Shares accumulated in Participant's Account or
whether he wishes the Administrator to sell as Participant's agent all or part
of such shares and deliver to Participant the proceeds of such sale. Shares to
be sold may be aggregated with those of other terminating Participants, in which
case the proceeds to each Participant will be based on the average sales price.
In every case of termination, fractions of Additional Shares accumulated in the
Participant's Account will be paid for in cash at the Settlement Price. The
Settlement Price for any fractions of Additional Shares accumulated in the
Participant's Account will be the closing market price of the Common Stock on
the date of termination of participation in the Plan.
10. If the Participant disposes of all shares of Valley's
capital stock registered in such Participant's name on the books of Valley, the
Administrator may, at its option, terminate the Participant's Account or, until
otherwise notified in writing by the Participant, continue to apply to the
purchase of Additional Shares for Participant's Account all funds thereafter
credited to the Participant's Account pursuant to Paragraph 1 above.
11. Any dividends in the form of shares of Common Stock and
any shares resulting from a split of Common Stock distributed by Valley on
Additional Shares accumulated in the Participant's Account will be credited to
the Participant's Account and reflected in the Statement described in Paragraph
4 above. In the event that Valley makes available to the holders of its Common
Stock, rights to purchase additional shares of Common Stock, or other securities
of Valley, the Administrator will, except as otherwise provided in this
Paragraph 11, sell such rights or other securities, as the case may be (the
"Dividend Securities"), accruing to the Additional Shares credited to the
Participant's Account and apply the resulting funds to the purchase of
Additional Shares for the Participant's Account prior to or in conjunction with
application of the next Dividend or Voluntary Cash Payment. The price at which
the Administrator shall be deemed to have sold Dividend Securities for the
Participant's Account shall be the average price of all Dividend Securities sold
by it as agent for all Participants in the Plan. If Participant wishes to
receive the Dividend Securities, Participant should request the Administrator,
prior to the record date for payment of the Dividend Securities, to issue
certificates to Participant for the Dividend Securities so that these specific
Dividend Securities accruing to Participant's Additional Shares will flow
directly to Participant. Any fractional unit of Dividend Securities will be sold
by the Administrator and the resulting funds will be applied to the purchase of
Additional Shares for the Participant's Account as provided above in this
Paragraph 11.
12. Additional Shares accumulated in the Participant's Account
(excluding any fractional share equivalent) will be voted or abstained in the
same manner as the Participant votes or abstains the shares of Valley's Common
Stock registered in such Participant's name on the books of Valley, by proxy or
in person at any meeting of shareholders of Valley.
13. The Administrator shall incur no liability hereunder for
any action taken, suffered, or omitted by it in good faith including, without
limitation, any claims of liability (1) arising out of failure to terminate the
Participant's Account, upon the Participant's death or otherwise, prior to the
receipt of notice in writing of such death or termination and (2) with respect
to prices at which Additional Shares are purchased or Additional Shares or
Dividend Securities are sold for the Participant's Account and the terms on
which such purchases and sales are made, subject to applicable provisions of
federal securities laws.
14. Except as provided in Paragraph 13 above with respect to
notice of termination of participation in the Plan, any notice, instruction,
request or election which by any provision of the Plan is required or permitted
to be given or made by the Participant to the Administrator shall be in writing
and shall be deemed to have been sufficiently given or made for all purposes by
being deposited postage pre-paid in a post office letter box addressed to:
American Stock Transfer & Trust Company, 40 Wall Street, New York, NY 10005,
Attention: Dividend Reinvestment.
15. Any notice or certificate which by any provision of the
Plan is required to be given by the Administrator to the Participant shall be in
writing and shall be deemed to have been sufficiently given for all purposes by
being deposited postage prepaid in a post office letter box addressed to the
Participant at his or her address as it shall last appear on the Administrator's
record.
16. The terms and conditions of the Authorization for the
Dividend Investment Plan of the Administrator and of the Plan and its operation
shall be governed by and construed in accordance with the laws of the State of
New Jersey.
17. The Administrator will safekeep any physical stock
certificates representing shares of Common Stock and combine such shares with
the Participant's shares held in book entry form with the Administrator. To take
advantage of this safekeeping feature of the Plan, the Participant must send the
physical stock certificates with a letter of instruction to the Administrator.
The Participant shall bear the risk of loss while the stock certificates are in
transit.
18. The Plan may be amended or supplemented by the
Administrator at any time or times by mailing appropriate notice prior to the
effective date thereof to the Participant at his last address of record. The
amendment or supplement shall conclusively be deemed to be accepted by the
Participant unless prior to the effective date thereof the Administrator
receives written notice of the termination of his account. Any such amendment
may include the appointment by the Administrator in its place and stead of a
successor agent under the Plan provided such successor is a bank or
Administrator company organized under the laws of the United States or any state
thereof. Valley is authorized to pay such successor agent for the account of
each Participant in the Plan all dividends and distributions payable on shares
of Common Stock in his name or in his account, the same to be applied by such
successor agent as provided in the Plan.
FEDERAL INCOME TAX CONSEQUENCES
The following summary is not intended to be an exhaustive treatment of
the Federal income tax consequences of participating in the Plan. Future
legislative changes or changes in administrative or judicial interpretation,
some or all of which may be retroactive, could significantly alter the tax
treatment discussed below. Accordingly, and because tax consequences may differ
among participants in the Plan, you are urged to consult your own tax advisor to
determine the particular tax consequences (including state income tax
consequences) that may result from your participation in the Plan and the
subsequent disposal of shares purchased under the Plan.
Generally, if Common Stock is purchased in the open market or in
privately negotiated transactions with reinvested dividends, the amount of your
taxable distribution will be equal to the cash dividend reinvested. If shares
are purchased directly from Valley with reinvested dividends, the amount of your
taxable distribution will be equal to the fair market value of the Common Stock
on the dividend payment date. If shares are purchased in the open market or in
privately negotiated transactions, your share of brokerage fees paid by Valley
will also be taxed as an additional dividend to you, to the extent Valley has
earnings and profits. No brokerage fees are incurred on shares purchased from
Valley.
Shares of Common Stock purchased in the open market or in privately
negotiated transactions with reinvested dividends will have a cash basis equal
to the amount paid for such shares, increased by any brokerage fees treated as a
dividend to you. Shares of Common Stock purchased from Valley with reinvested
dividends will have a tax basis equal to the amount of the dividend. Whether
purchased in the open market or in privately negotiated transactions or from
Valley, the shares will have a holding period beginning on the day following the
purchase date.
If you make voluntary cash payments to the Plan, you will be deemed to
have received an additional taxable distribution in the amount of your pro rata
share of brokerage commissions paid by Valley. The brokerage commissions will be
incurred only when the Common Stock is purchased in the open market or in
privately negotiated transactions. The tax basis of such shares purchased with
all additional cash payments is the sum of the purchase price and your pro rata
share of brokerage commissions, if any, paid by Valley. Again, your holding
period will begin on the day after the purchase.
You should not be treated as receiving an additional taxable
distribution relating to a pro rata share of the Administrator fees or other
costs of administrating the Plan being paid by Valley. However, there can be no
assurances that the Internal Revenue Service ("IRS") will agree with this
position. The Company has no present plans to seek formal advice from the IRS on
this issue.
You will not recognize any taxable income when you receive certificates
for whole shares credited to your account, either upon your request for such
certificates or upon withdrawal from or termination of the Plan. However, you
will recognize gain or loss when whole shares acquired under the Plan are sold
or exchanged either through the Plan at your request or by you after withdrawal
from or termination of the Plan. You will also recognize gain or loss when you
receive cash payments for fractional shares credited to your account. The amount
of gain or loss will be the difference between the amount you receive for your
whole shares or fractional shares and the tax basis for each share. Generally,
the gain or loss will be a capital gain or loss, long-term or short-term
depending on your holding period.
Generally, dividends are not subject to Federal income tax withholding
and therefore the full amount of the dividend will be reinvested under the Plan
with the corresponding tax consequences discussed above. However, certain
shareholders who fail to comply with certain identification and certification
requirements may be subject to backup withholding for Federal income tax
purposes. In the event such backup withholding applies to your account, Valley
will withhold the required amount and only the net dividend on such shares will
be applied to the purchase of Additional Shares. You should contact your tax
advisor or the IRS for additional information regarding your withholding
requirements and the tax consequences to you of your participation in the Plan.
Regular statements sent to such participants will indicate the amount of tax
withheld. Valley cannot refund amounts withheld.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
As of any time on or after the date of this Prospectus, the following
documents filed by Valley with the Securities and Exchange Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference:
1. Annual Report on Form 10-K for the year ended December 31,
1997;
2. Quarterly Report on Form 10-Q for the three months ended March
31, 1998; and
3. The description of the Common Stock which is contained in
Valley's Registration Statement on Form 8-A including any
amendment or report filed for the purpose of updating such
description.
All documents filed by Valley pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act on or after the date of this Prospectus and prior to
the termination of the offering of Common Stock through the Plan shall be deemed
to be incorporated by reference in this Prospectus and to be a part hereof from
the date of filing of such documents.
A copy of any or all of the documents referred to above which have been
incorporated by reference in this Prospectus (not including exhibits to such
documents unless such exhibits are specifically incorporated by reference into
such documents) may be obtained by following the instructions under "Available
Information" above.
<PAGE>
EXPERTS
The consolidated financial statements of Valley for the three years
ended December 31, 1997 incorporated by reference to Valley's Annual Report on
Form 10-K for the year ended December 31, 1997 have been audited by KPMG Peat
Marwick LLP, independent auditors, as stated in their report included therein
and incorporated herein by reference. Such consolidated financial statements are
incorporated herein in reliance upon the reports of KPMG Peat Marwick LLP
pertaining to such financial statements (to the extent covered by consents filed
with the Commission), given upon the authority of such firm as experts in
accounting and auditing.
USE OF PROCEEDS
In the event any shares of Common Stock are purchased under the Plan
from Valley, the proceeds received by Valley will be used for general corporate
purposes.
LEGAL OPINION
The validity of the shares of Common Stock to which this Prospectus
relates has been passed upon for Valley by Pitney, Hardin, Kipp & Szuch, 200
Campus Drive, Florham Park, New Jersey 07932.
SECURITIES AND EXCHANGE COMMISSION'S POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Valley's Certificate of Incorporation provides that it shall indemnify
its directors and certain of its officers, acting in such capacity to the full
extent permitted by applicable State of New Jersey Law, from all liabilities and
reasonable expenses incurred by them in connection with suits or proceedings
against them.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Securities Act") may be permitted to directors,
officers or persons controlling Valley pursuant to the foregoing provisions,
Valley has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
<TABLE>
<CAPTION>
Item 14. Other Expenses of Issuance and Distribution.
<S> <C>
SEC Registration Fee....................................... $ 1,774
Legal Fees and Expenses.................................... $ 4,000
Accounting Fees and Expenses............................... $ 2,000
Printing and Engraving..................................... $ 3,500
Miscellaneous.............................................. $ 500
Total...................................................... $ 11,774
</TABLE>
Item 15. Indemnification of Directors and Officers.
Indemnification. Article VI of the certificate of incorporation of
Valley provides that Valley shall indemnify its present and former officers,
directors, employees, and agents and persons serving at its request against
expense, 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.
Exculpation. Article VIII of the certificate of incorporation of Valley
provides:
A director or officer of Valley shall not be personally liable to
Valley or its shareholders for damages for breach of any duty owed to
Valley 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 Valley 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 actin further eliminating or
limiting the personal liability of directors or officers, then the
liability of a director and/or officer of Valley 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 foreground paragraph by the
shareholders of Valley or otherwise shall not adversely affect any
right or protection of a director or officer of Valley 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 Valley in 1987.
Item 16. Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
<S> <C> <C>
4.1 Certificate of Incorporation of Valley *
4.2 By-laws of Valley *
4.3 Form of Common Stock Certificate of Valley *
5 Opinion of Pitney, Hardin, Kipp &
Szuch as to the legality of the
securities to be registered
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Pitney, Hardin, Kipp & Szuch
(included in Exhibit 5)
24 Powers of Attorney (set forth on
signature page of the Registration
Statement)
</TABLE>
* Incorporated by reference
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
(1) 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 prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar amount of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
(iii) 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.
(2) 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.
(3) 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.
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 any employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
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 Securities Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
POWER OF ATTORNEY
Each person whose signature to the Registration Statement
appears below hereby appoints Gerald H. Lipkin, as his attorney-in-fact to sign
on his behalf individually and in the capacity stated below and to file all
subsequent amendments to the Registration Statement, which amendments may make
such changes and additions to this Registration Statement as such
attorney-in-fact may deem necessary or appropriate.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe that it meets
all the requirements of filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wayne, State of New Jersey, on this 9th day of June,
1998.
VALLEY NATIONAL BANCORP
GERALD H. LIPKIN
By: _______________________________
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 below by the following persons in
the capacities indicated on this 9th day of June, 1998.
<TABLE>
<CAPTION>
SIGNATURES AND TITLES
<S> <C>
GERALD H. LIPKIN PETER SOUTHWAY
- - --------------------------------------- ------------------------------------
Gerald H. Lipkin Peter Southway
Chairman of the Board, President and Vice Chairman
Chief Executive Officer (Principal Financial Officer)
(Principal Executive Officer)
ANDREW B. ABRAMSON ALAN D. ESKOW
- - --------------------------------------- ------------------------------------
Andrew B. Abramson Alan D. Eskow
Director Corporate Secretary and Senior Vice President
(Principal Accounting Officer)
JOSEPH COCCIA, JR
- - --------------------------------------- ------------------------------------
Pamela Bronander Joseph Coccia, Jr.
Director Director
AUSTIN C. DRUKKER
- - --------------------------------------- ------------------------------------
Austin C. Drukker Willard L. Hedden
Director Director
- - --------------------------------------- ------------------------------------
Graham O. Jones Walter H. Jones, III
Director Director
JOLEEN MARTIN
- - --------------------------------------- ------------------------------------
Gerald Korde Joleen Martin
Director Director
ROBERT E. McENTEE
- - --------------------------------------- ------------------------------------
Robert E. McEntee William McNear
Director Director
ROBERT RACHEWSKY
- - --------------------------------------- ------------------------------------
Sam P. Pinyuh Robert Rachesky
Director Director
<PAGE>
BARNETT RUKIN
- - --------------------------------------- ------------------------------------
Barnett Rukin Richard F. Tice
Director Director
LEONARD VORCHEIMER JOSEPH L. VOZZA
- - --------------------------------------- ------------------------------------
Leonard Vorcheimer Joseph L. Vozza
Director Director
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
<S> <C> <C>
4.1 Certificate of Incorporation of Valley *
4.2 By-laws of Valley *
4.3 Form of Common Stock Certificate of Valley *
5 Opinion of Pitney, Hardin, Kipp &
Szuch as to the legality of the
securities to be registered
23.1 Consent of KPMG Peat Marwick
23.2 Consent of Pitney, Hardin, Kipp & Szuch
(included in Exhibit 5)
24 Powers of Attorney (set forth on signature of the
Registration Statement)
</TABLE>
* Incorporated by reference
Exhibit 5
June 9, 1998
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07474
Attention: Gerald H. Lipkin,
Chairman of the Board, President
and Chief Executive Officer
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-3 (the "Registration
Statement") by Valley National Bancorp (the "Valley") relating to 200,000 shares
of Valley's Common Stock, no par value (the "Securities") to be offered pursuant
to Valley's Dividend Reinvestment Plan (the "Plan").
We have examined originals, or copies certified or otherwise identified
to our satisfaction, of such corporate records, documents, agreements,
instruments and certificates of public officials of the State of New Jersey and
of officers of Valley as we have deemed necessary or appropriate in order to
express the opinion hereinafter set forth.
Based upon the foregoing, we are of the opinion that, when the
Registration Statement has become effective under the Securities Act of 1933, as
amended (the "Act"), and the Securities have been duly issued as contemplated by
the Registration Statement and the Plan and for the consideration determined in
accordance with the terms of the Plan, the Securities will be validly issued,
fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the Business Corporation Act of the State of New Jersey, and we are
expressing no opinion as to the effect of the laws of any other jurisdiction.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Opinion" in the Prospectus. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act, or the Rules and Regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
PITNEY, HARDIN, KIPP & SZUCH
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Valley National Bancorp
We consent to the incorporation by reference in this Registration Statement on
Form S-3 of Valley National Bancorp of our reports dated January 21, 1998,
relating to the consolidated statements of financial condition of Valley
National Bancorp and subsidiaries as of December 31, 1997, and 1996, 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,
1997, which report appears in the December 31, 1997 annual report on Form 10-K
of Valley National Bancorp. We also consent to the reference to our firm under
the caption "Experts."
KPMG Peat Marwick LLP
Short Hills, New Jersey
June 9, 1998
