Filed pursuant to
Rule 424(b)(3)
under the Securities Act
of 1933 (File No. 333-42958)
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PROSPECTUS
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VALLEY NATIONAL BANCORP
57,626 Shares
Common Stock, No Par Value
This prospectus relates to the offering for resale of 57,626 shares of
common stock, no par value, of Valley National Bancorp, a New Jersey
Corporation. All of the common stock being registered may be offered and sold
from time to time by certain selling shareholders of Valley (See "Selling
Shareholders" and "Manner of Offering"). We will not receive any proceeds from
the sale of the common stock by the selling shareholders.
Our common stock is listed on the NYSE under the symbol "VLY". On
September 18, 2000, the last reported sales price for the common stock was
$26.25 per share.
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These securities are not deposits or accounts and are not insured or
guaranteed by the Federal Deposit Insurance Corporation, the Commissioner of
Banking and Insurance of the State of New Jersey or other governmental agency.
Neither the Securities and Exchange Commission, nor any bank regulatory
agency, nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this Prospectus is September 22, 2000
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TABLE OF CONTENTS
Page
FORWARD LOOKING STATEMENTS...................................................1
FOR ADDITIONAL INFORMATION ABOUT VALLEY NATIONAL BANCORP.....................1
INCORPORATION OF INFORMATION WE FILE WITH THE SEC............................1
VALLEY NATIONAL BANCORP......................................................2
SELLING SHAREHOLDERS.........................................................3
MANNER OF OFFERING...........................................................4
LEGAL MATTERS................................................................5
EXPERTS......................................................................5
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You should rely only on the information contained in or incorporated by
reference in this prospectus. We have not authorized anyone to provide you with
information that is different. You should not assume that there have been no
changes in the affairs of Valley National Bancorp since the date of this
prospectus.
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FORWARD-LOOKING STATEMENTS
This prospectus, including information incorporated by reference
herein, contains certain forward-looking statements with respect to the
financial condition, results of operations and business of Valley. Such
statements are not historical facts and include expressions about Valley's
confidence, strategies and expectations about new and existing programs and
products, relationships, opportunities and market conditions. These statements
may be identified by forward-looking terminology such as "expect" or "believe"
or expressions of confidence like "substantial" or "continuing", or similar
statements. These forward-looking statements involve substantial risks and
uncertainties. Actual results may differ materially from those contemplated by
the forward-looking statements. Factors that may cause actual results to differ
materially from those contemplated by such forward-looking statements include,
among others, the following possibilities:
o Competitive pressure in the banking and financial services industry
causes unanticipated changes.
o Changes occur in the interest rate environment.
o Loss of current customers or failure to develop new customers.
o General economic conditions, either nationally or locally, are less
favorable than expected.
o Disruptions in the operations of Valley or its subsidiaries due to
computer problems.
We undertake no obligation to pubically update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
FOR ADDITIONAL INFORMATION ABOUT VALLEY NATIONAL BANCORP
We file annual, quarterly, and current reports, proxy statements, and
other information with the Securities and Exchange Commission. The SEC maintains
a web site at http://www.sec.gov that contains materials filed by Valley. You
can read and copy these materials at the SEC's public reference rooms at 450
Fifth Street, N.W., Washington, D.C.; 7 World Trade Center, Suite 1300, New
York, New York; and 500 West Madison Street, Suite 1400, Chicago, Illinois. You
can also order copies of these materials, on payment of copying fees, by writing
to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for more information on the operation of the public
reference rooms. Our filings can also be read at the offices of the New York
Stock Exchange, on which our common stock is listed.
INCORPORATION OF INFORMATION WE FILE WITH THE SEC
The SEC allows us to "incorporate by reference" into this prospectus
the information we file with the SEC. This means we can disclose important
information to you by referring you to other documents that we filed with the
SEC separately. The information incorporated by reference is part of this
prospectus, except for information that is superceded by information in this
document, and later information filed with the SEC after the date of this
prospectus will update and supercede the information contained herein.
The SEC filings incorporated by reference are:
1. Annual Report on Form 10-K for the year ended December 31, 1999.
2. Quarterly Reports on Form 10-Q for quarters ended March 31, 2000 and June
30, 2000.
3. Current Reports filed on Form 8-K dated January 3, 2000, April 7, 2000, May
31, 2000, July 7, 2000 and September 21, 2000.
4. 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.
We also incorporates by reference additional reports, proxy statements,
and other documents that Valley may file with the SEC after the date of this
prospectus under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934 until our offering is completed.
We will provide each person to whom this prospectus is delivered with a
free copy of any or all of the documents incorporated by reference, except for
exhibits to those documents (unless the exhibit is specifically incorporated by
reference). You can request copies by calling or writing our Shareholder
Relations Department, as follows:
Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07470
Attention: Dianne M. Grenz
Telephone: 973-305-3380
VALLEY NATIONAL BANCORP
Valley National Bancorp is a New Jersey corporation registered as a
bank holding company under the Bank Holding Company Act of 1956, as amended. At
December 31, 1999, Valley had consolidated total assets of $6.4 billion, total
deposits of $5.1 billion, and total shareholders' equity of $553.5 million. Its
principal subsidiary is Valley National Bank.
Valley National Bank is a national banking association chartered in
1927 under the laws of the United States. Valley National Bank provides a full
range of commercial and retail banking services through 117 branch offices
located in northern New Jersey. These services include the following: the
acceptance of demand, savings and time deposits; extension of consumer, real
estate, Small Business Administration and other commercial credits; title
insurance; investment services; and full personal and corporate trust, as well
as pension and fiduciary services.
Valley National Bank has several wholly-owned subsidiaries which
include a mortgage servicing company, a company which holds, maintains and
manages investment assets for Valley National Bank, a subsidiary which owns and
services auto loans, a subsidiary which owns and services commercial mortgage
loans, a title insurance company, an asset management company which is an SEC
registered investment company and an Edge Act Corporation which is the holding
company for a wholly-owned finance company located in Toronto, Canada. The
mortgage servicing company services loans for others as well as Valley National
Bank.
SELLING SHAREHOLDERS
The following table sets forth certain information, as of August 1,
2000, with respect to the shares of common stock beneficially owned and being
offered hereby by the selling shareholders listed below. All of the shares were
issued to the shareholders of Hallmark Capital Management, Inc. pursuant to a
merger of Hallmark into HCM Acquisition Corp., a subsidiary of Valley. The offer
and sale of the shares hereby are being registered pursuant to registration
rights granted to the selling shareholders in connection with our acquisition of
Hallmark. No selling shareholder owns one percent or more of our common stock or
beneficially owns our stock other than what is being offered hereby. The selling
shareholders may obtain additional shares of common stock subject to certain
contingencies in connection with the merger agreement. The number of shares that
the shareholders will receive is related to the growth of Hallmark over the
three years subsequent to the merger. We cannot predict the growth of Hallmark.
However, for purposes of illustration, assuming a stock price of $26.25, which
was the last reported stock price on September 18, 2000, and assuming that
Hallmark achieves a 20 percent growth rate per year, the selling shareholders
would receive approximately 85,300 shares of Valley common stock over the next
three years. If the growth rate were 10 percent per year, the selling
shareholders would receive approximately 71,100 shares of Valley common stock
over the next three years. Any shares that the selling shareholders may receive
in the future in connection with the merger agreement are not being registered
for sale by this registration statement.
SHARES OF COMMON STOCK
NAME BEING OFFERED
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Peter S. Hagerman..................................... 26,956
Kathryn A. Skwieralski................................ 11,124
Cynthia S. Bechmann................................... 575
Thomas G. Schiller.................................... 1,540
Thomas S. Moore....................................... 9,369
Jeffrey P. Braff...................................... 6,002
Margaret I. Hemmer.................................... 2,060
In addition to the shares enumerated above, Hagerman, Skwieralski,
Moore and Braff each have an option to purchase 1,000 shares of Valley stock and
Bechmann, Schiller and Hemmer each have an option to purchase 500 shares of
Valley stock. These options may not be exercised yet and will not be exercisable
within the next 60 days.
After the merger between Hallmark and HCM was consummated, the selling
shareholders became employees of HCM, a subsidiary of ours. The selling
shareholders are eligible to participate in various Valley benefit plans by
which they may acquire beneficial ownership of additional shares of our common
stock. The shares that a selling shareholder may receive by participating in a
Valley benefit plan are not being registered for sale by this registration
statement.
MANNER OF OFFERING
The shares of common stock offered hereby may be sold from time to time
by the selling shareholder, or by pledgees, donees, transferees or other
successors in interest. Such sales may be made on the NYSE, or otherwise. The
sales may be made at prices and terms then prevailing on such markets, at prices
related to the then current market price or in negotiated transactions. The
shares of offered common stock may be sold in one or more of the following:
o A block trade in which the broker-dealer so engaged will attempt to sell
the shares as agent, but may position and resell a portion of the block as
principal to facilitate the transaction;
o Purchases by a broker-dealer as principal and resale by such broker-dealer
for its own account pursuant to this prospectus;
o An exchange distribution in accordance with the rules of the exchange; or
o Ordinary brokerage transactions and transaction in which the broker
solicits purchasers.
In effecting sales, broker-dealers engaged by the selling shareholders
may arrange for other broker-dealers to participate in resales.
In connection with the distribution of the offered common stock, the
selling shareholders may enter into hedging transactions with broker-dealers. In
connection with such transactions, broker-dealers may engage in short sales of
the offered common stock in the course of hedging the positions they assume with
the selling shareholders. The selling shareholders may also
o sell shares of common stock short and deliver the shares of offered common
stock to close out such short positions;
o enter into option or other transactions with broker-dealers that
require the delivery of the shares, which the broker-dealer may
resell or otherwise transfer pursuant to this prospectus;
o lend or pledge the shares to a broker-dealer and the broker-dealer may sell
the loaned or pledged shares upon a default pursuant to this prospectus;
o pledge the shares to a lender other than a broker-dealer, and upon default
the lender may sell the pledged shares pursuant to this prospectus; or
o contribute or sell the shares to trusts or other entities for the benefit
of the contributing shareholder and members of his or her family.
Broker-dealers or agents may receive compensation the form of
commissions, discounts or concessions from the selling shareholders in amounts
to be negotiated in connection with the sale of the shares. These broker-dealers
may be deemed to be "underwriters" with the meaning of the Securities Act of
1933 in connection with any sales. Commissions, discounts or concessions may be
deemed to be underwriting discounts or commissions under the Securities Act. In
addition, securities covered by this prospectus that qualify for sale pursuant
to Rule 144 under the Securities Act, may be sold pursuant to Rule 144 rather
than pursuant to this prospectus.
All costs, expenses and fees in connection with the registration of the
offered shares is being borne by us. Commissions and discounts, if any,
attributable to the sale of the offered shares will be borne by the selling
shareholders. The selling shareholders may agree to indemnify any broker-dealer
or agent that participates in a transaction involving sales of the shares
against certain liabilities arising under the Securities Act. We have agreed to
indemnify the selling shareholders against certain liabilities in connection
with this offering, including liabilities arising under the Securities Act.
LEGAL MATTERS
The validity of the shares of common stock offered hereby has been
passed upon for Valley by Pitney, Hardin, Kipp & Szuch LLP, Florham Park, New
Jersey. Attorneys in the law firm of Pitney, Hardin, Kipp & Szuch LLP
beneficially own approximately 5,000 shares of the Company's Common Stock as of
August 1, 2000.
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EXPERTS
The consolidated financial statements and schedules of Valley as of
December 31, 1999 and 1998 and for each of the years in the three-year period
ended December 31, 1999 and included in Valley's Annual Report on Form 10-K for
the year ended December 31, 1999, have been incorporated by reference in this
Registration Statement in reliance upon the report of KPMG LLP, independent
certified public accountants and are incorporated by reference upon the
authority of said firm as experts in accounting and auditing.
