=============================================================
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) September 6, 2000
VALLEY NATIONAL BANCORP
-----------------------
(Exact name of registrant as specified in its charter)
New Jersey
----------
(State or other jurisdiction of incorporation)
1-11277 22-2477875
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
1455 Valley Road
Wayne, New Jersey 07470
-----------------------
(Address of principal executive offices)
(973) 305-8800
--------------
(Registrant's telephone number, including area code)
=============================================================
<PAGE>
Item 5. Other Events
------- ------------
On September 6, 2000, Valley National Bancorp ("Valley") and Merchants
New York Bancorp, Inc. ("Merchants") jointly announced today the signing of a
definitive merger agreement (the "Agreement") by which Valley will acquire
Merchants. Merchants is the holding company for The Merchants Bank of New York,
a commercial bank headquartered in Manhattan. A copy of the press release
announcing the merger is attached hereto as an Exhibit.
Under the terms of the Agreement, each of the 18,645,488 outstanding
shares of Merchants Common Stock will be exchanged for 0.7634 shares of Valley
Common Stock. The acquisition is expected to be treated as a tax-free exchange
to holders of Merchants Common Stock and as a pooling-of-interest for accounting
purposes.
The acquisition is conditioned upon necessary bank regulatory
approvals, the approval of Merchant's and Valley's shareholders and other
customary conditions. The parties anticipate that the merger will be consummated
in the first quarter of 2001.
In connection with the execution of the Agreement, Merchants has issued
an option to Valley which, under certain defined circumstances could result in
the issuance of 19.9%, or approximately 4.7 million shares of Merchants Common
Stock.
On September 19, 2000, Valley announced, in connection with the signing
of the merger agreement, the termination of its common stock repurchase plan,
effective September 19, 2000. A copy of the press release announcing the
termination of the repurchase plan is attched hereto as an Exhibit.
This document contains forward-looking statements concerning the
financial condition, results of operations and business of Valley following the
consummation of its proposed acquisition of Merchants, the anticipated financial
and other benefits of the proposed acquisition and the plans and objectives of
Valley's management following the proposed acquisition, including, without
limitation, statements relating to the cost savings expected to result from the
proposed acquisition, and anticipated results of operations of the combined
company following the proposed acquisition. Generally, the words "will," "may,"
"should," "continue," "believes," "expects," "anticipates" or similar
expressions identify forward-looking statements. These forward-looking
statements involve certain risks and uncertainties. Readers are cautioned not to
place undue reliance on forward looking statements which are subject to
influence by the named risk factors and unanticipated future events. Actual
results may differ materially from management expectations. Both Valley and
Merchants disclaim any obligation to update or revise any forward looking
statements based on the occurrence of future events, the receipt of new
information, or otherwise.
Item 7. Exhibits
------- --------
2.1 Agreement and Plan of Merger dated September 5, 2000 among
Valley National Bancorp, Inc., Valley National Bank, Merchants
New York Bancorp, Inc. and The Merchants Bank of New York.
2.2 Stock Option Agreement dated September 5, 2000 between Valley
National Bancorp and Merchants New York Bancorp, Inc.
99.1 Press Release dated September 6, 2000 announcing the signing
of the merger agreement between Valley National Bancorp and
Merchants New York Bancorp, Inc.
99.2 Press Release dated September 19, 2000 announcing the
termination of the Valley National Bancorp common stock
repurchase plan.
<PAGE>
SIGNATURES
----------
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: September 20, 2000 By: ALAN D. ESKOW
-----------------------------
Alan D. Eskow
Principal Accounting Officer
and Corporate Secretary
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
---------- -----------
2.1 Agreement and Plan of Merger dated September 5, 2000 among
Valley National Bancorp, Inc., Valley National Bank, Merchants
New York Bancorp, Inc. and The Merchants Bank of New York.
2.2 Stock Option Agreement dated September 5, 2000 between Valley
National Bancorp and Merchants New York Bancorp, Inc.
99.1 Press Release dated September 6, 2000 announcing the signing
of the merger agreement between Valley National Bancorp and
Merchants New York Bancorp, Inc.
99.2 Press Release dated September 19, 2000 announcing the
termination of the Valley National Bancorp common stock
repurchase plan.
