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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) June 10, 1999
VALLEY NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
New Jersey
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(State or other jurisdiction of incorporation)
0-11179 22-2477875
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(Commission File Number) (IRS Employer Identification No.)
1455 Valley Road
Wayne, New Jersey 07470
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(Address of principal executive offices)
(973) 305-8800
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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On June 11, 1999, Valley National Bancorp completed its previously
announced acquisition of Ramapo Financial Corporation and Ramapo's wholly owned
banking subsidiary, The Ramapo Bank. The acquisition was completed by merging
Ramapo with and into Valley and The Ramapo Bank with and into Valley National
Bank, Valley's banking subsidiary, pursuant to the Agreement and Plan of Merger
dated as of December 17, 1998, among Valley, Ramapo, Valley National Bank and
The Ramapo Bank. In the merger, each share of Ramapo common stock was converted
into 0.44625 shares of Valley common stock. As of March 31, 1999, Ramapo had
total assets of $334,868,000, total deposits of $293,674,000 and stockholders'
equity of $34,909,000. A copy of the press release dated June 11, 1999 with
respect to the merger is attached as Exhibit 99.1 to this form 8-K.
On June 10, 1999, Valley's Board of Directors rescinded its previously
announced repurchase program after 1,427,957 shares of Valley Common Stock had
been repurchased. 1,322,043 shares had not yet been repurchased under the
authorization. Rescinding the remaining authorization was undertaken, in
connection with Valley's acquisition of Ramapo, to comply with certain of the
pooling-of-intersts accounting rules as recently interpreted by the Securities
and Exchange Commission. A copy of the press release dated June 10, 1999 with
respect to Valley's Board of Directors decision to rescind its repurchase
program is attached as Exhibit 99.2 to this Form 8-K.
Item 7. Exhibits
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99.1 Press Release dated June 11, 1999
99.2 Press Release dated June 10, 1999
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
VALLEY NATIONAL BANCORP
Dated: June 16, 1999 By: ALAN D. ESKOW
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Alan D. Eskow
Corporate Secretary
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INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release dated June 11, 1999
99.2 Press Release dated June 10, 1999
Contact: Alan D. Eskow
Senior Vice President and Controller
Valley National Bancorp
973-305-4003
FOR IMMEDIATE RELEASE: Friday, June 11, 1999
VALLEY NATIONAL BANCORP COMPLETES RAMAPO MERGER
Wayne, NJ - Valley National Bancorp (NYSE:VLY) completed its previously
announced merger with Ramapo Financial Corporation (RMPO), effective at the
close of business today.
"The merger with Ramapo is consistent with Valley's strategy of growth
within New Jersey through acquisitions of other strong financial institutions,"
said Gerald H. Lipkin, Chairman, President and Chief Executive Officer of Valley
National Bancorp. "The merger will expand Valley's substantial branch network in
Passaic, Essex and Morris counties."
As a result of the merger, Ramapo shareholders will receive 0.44625
shares of Valley common stock (as adjusted for the 5 percent stock dividend
issued on May 18, 1999) for each share of Ramapo common stock they own. Ramapo
has 8,896,708 outstanding shares of common stock, resulting in the issuance of
3,970,155 shares of Valley common stock, less fractional shares paid out in cash
at $27.58.
In conjunction with the merger, Valley expects to incur a second
quarter charge of approximately $2.1 million, net of tax, for one-time merger
related and restructuring charges including costs related to branch closings,
officers' compensation and professional and investment banking fees.
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The Ramapo Bank, the principal subsidiary of Wayne, NJ-based Ramapo
Financial Corporation, has approximately $343 million in assets and operates
eight branch offices in Essex, Morris and Passaic counties. The merger increases
Valley's total assets to approximately $6.1 billion and its branch network to
114 branches in 10 counties.
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, relationship opportunities, technology and market conditions. These
statements may be identified by such forward-thinking terminology as "expect,"
"look," "believe," "anticipate," "may," "will" or similar statements or
variations of such terms. Such forward-thinking statements involve certain risks
and uncertainties. These include, but are not limited to, 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 National Bancorp assumes no obligation for updating any such
forward-looking statements at any time.
FOR: Valley National Bancorp Contact: Alan Eskow
1455 Valley Road Senior Vice President
Wayne, New Jersey 07470 and Controller
(973) 305-4003
FOR IMMEDIATE RELEASE
June 10, 1999
WAYNE, NJ, June 10, 1999 -- Valley National Bancorp (NYSE:VLY)
announced the termination of its stock repurchase plan, effective June 10, 1999.
Valley's Board of Directors had authorized on Apirl 28, 1999, the repurchase of
up to 2,750,000 shares of the Company's outstanding stock. As of June 10, 1999,
the Company had repurchased 1,427,957 shares. The balance of 1,322,043 shares
have not been repurchased. The Board, effective June 10, 1999 rescinded the
authorization for the Company to repurchase the remaining shares.
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