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)-October 16, 1998
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)
(973) 305-3380
(Registrant's Telephone Number)
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Item 5. Other Events.
Effective as of the close of business on October 16, 1998, Valley
National Bancorp ("Valley") consummated its previously announced merger
with Wayne Bancorp, Inc. ("Wayne") whereby Wayne was merged (the "Merger")
with and into Valley pursuant to the Agreement and Plan of Merger dated as of
May 29, 1998 among Valley, Valley National Bank ("VNB"), Wayne and Wayne
Savings Bank, F.S.B. (the "Bank"). In accordance with a separate merger
agreement, the Bank merged with and into VNB immediately following
consummation of the Merger. The merger increases Valley's asset size by 5
percent to $5.3 billion and its branch network to 104 offices. As a result of
the Merger, Wayne's shareholders received 1.1 shares of Valley common
stock for each share of Wayne common stock.
Item 7. Exhibits.
99 Press Release dated October 19, 1998.
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: October 20, 1998 By: /s/ Alan D. Eskow
Principal Accounting Officer
And Corporate Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
99 Press Release dated October 19, 1998
Exhibit 99
CONTACT: ALAN D. ESKOW (973) 305-4003
SENIOR VICE PRESIDENT
For Immediate Release: October 19, 1998
VALLEY NATIONAL BANCORP COMPLETES WAYNE MERGER
WAYNE, NJ-- Gerald H. Lipkin, Chairman, President and Chief Executive officer
of Valley National Bancorp (NYSE:VLY) announced today the completion, as of
the close of business Friday, October, 16, 1998, of the previously
announced merger with Wayne Bancorp, Inc.(Wayne), based in Wayne, New Jersey.
As a result of the merger, Wayne shareholders received 1.1 shares of Valley
common stock for each share of Wayne common stock that they own. Wayne has
2,183,392 outstanding shares of common stock, resulting in the issuance of
2,401,731 shares of Valley Common Stock, less fractional shares paid out in
cash at $28.30.
Wayne Savings Bank, FSB, its principal subsidiary, has approximately
$272 million in assets and operates six branch offices in Passaic, Bergen and
Essex counties. In conjunction with the merger, Valley expects to incur a
4th quarter charge of approximately $3.0 million, net of tax, for one-time
merger related and restructuring charges, including costs related to branch
closings, officer and director compensation and pension arrangements, and
professional and investment banking fees related to the merger.
Lipkin noted, "The merger with Wayne is consistent with Valley's strategy of
growth within New Jersey through acquisitions of other strong financial
institutions. It will expand Valley's substantial branch network in Passaic
county."
The merger increases Valley's total assets to approximately $5.3 billion and
its branch network to 104 branches in 70 communities and 10 counties.
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This document contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Such statements are not
historical facts and include expressions about management's confidence
and strategies and management's expectations about new and existing
programs and products, relationships, opportunities, technology and market
conditions. These statements may be identified by such forward-looking
terminology as "expect", "look", "believe", "anticipate", "may", "will"
or similar statements or variations of such terms. Such forward-looking
statements involve certain risks and uncertainties. These include, but are
not limited to, the direction of interest rates, continued levels of loan
quality and origination volume, continued relationships with major customers
including sources for loans, successful completion of the implementation of
Year 2000 technology changes, as well as the effects of economic conditions
and legal and regulatory barriers and structure. Actual results may differ
materially from such forward-looking statements. Valley assumes no obligation
for updating any such forward-looking statement at any time.
