As filed with the Securities and Exchange Commission on August 3, 2000.
REGISTRATION NO. 333-____________
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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 22-2477875
---------- ----------
(State or Other Jurisdiction (I.R.S. Employer Identification Number)
of Incorporation)
1455 Valley Road
Wayne, New Jersey 07470
(973) 305-8800
--------------
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
------------------------
Gerald H. Lipkin
1455 Valley Road
Wayne, New Jersey 07470
(973) 305-8800
--------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: At such
time or times after the effective date of this Registration
Statement as the selling shareholders shall determine.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
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. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED
TITLE OF EACH MAXIMUM MAXIMUM AMOUNT OF
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE* OFFERING PRICE* FEE
---------------- ---------- ---------- --------------- ---
<S> <C> <C> <C> <C>
Common Stock, 57,626 shares $23.97 $1,381,296 $365
no par value
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based upon the average of the high and low prices reported in the
consolidated reporting system on August 1, 2000.
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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The information in this prospectus is not complete and may be changed.
These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
------------------------------------------------------------------------------
<PAGE>
Subject to completion, dated as of August 3, 2000.
===========================================================
PROSPECTUS
===========================================================
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
August 1, 2000, the last reported sales price for the common stock was
$23.94 per share.
----------------------------------------------------------------------
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 _____________, 2000
<PAGE>
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......................................................3
LEGAL MATTERS...........................................................5
EXPERTS.................................................................5
<PAGE>
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.
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 Report on Form 10-Q for quarter ended March 31, 1999.
3. Current Reports filed on Form 8-K dated January 3, 2000, April 7, 2000 and
May 31, 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.
<PAGE>
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; however,
the selling shareholders may obtain an unknown quantity of additional shares of
common stock subject to certain contingencies in connection with the merger
agreement.
SHARES OF COMMON STOCK
NAME BEING OFFERED
---- -------------
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.
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.
<PAGE>
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.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
-----------------------------------------------------
The following table sets forth all expenses payable by Valley in
connection with the sale of the common stock being registered:
Registration $ 365
Printing expenses $ 1,000
Legal fees and expenses $ 5,000
Accounting fees and expenses $ 1,000
Miscellaneous $ 635
========
Total $ 8,000
Item 15. Indemnification of Directors and Officers
---------------------------------------------------
(a) Limitation of Liability of Directors and Officers. Section 14A:2-7(3) of
the New Jersey Business Corporation Act permits a corporation to provide in its
certificate of incorporation that a director or officer shall not be personally
liable to the corporation or its shareholders for breach of any duty owed to the
corporation or its shareholders, except that such provisions shall not relieve a
director or officer from liability for any breach of duty based upon an action
or omission (a) in breach of such person's duty of loyalty to the corporation or
its shareholders, (b) not in good faith or involving a knowing violation of law
or (c) resulting in receipt by such person of any improper personal benefit.
Article VII of Valley's restated certificate of incorporation includes
limitation on the liability of officers and directors to the fullest extent
permitted by New Jersey law.
(b) Indemnification of Directors, Officers, Employees and Agents. Under
Article VI of its restated certificate of incorporation, Valley must, to the
full extent permitted by law, indemnify its directors, officers, employees and
agents. Section 14A:3-5 of the New Jersey Business Corporation Act provides that
a corporation may indemnify its directors, officers, employees and agents
against judgments, fines, penalties, amounts paid in settlement and expenses,
including attorneys' fees, resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the standards of
conduct specified therein. Determinations concerning whether or not the
applicable standard of conduct has been met can be made by (a) a disinterested
majority of the Board of Directors, (b) independent legal counsel, or (c) an
affirmative vote of a majority of shares held by the shareholders. No
indemnification is permitted to be made to or on behalf of a corporate director,
officer, employee or agent if a judgment or other final adjudication adverse to
such person establishes that his acts or omissions (a) were in breach of his
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by such
person of an improper personal benefit.
(c) Insurance. The Company maintains insurance policies insuring the
Company's directors and officers against liability for wrongful acts or
omissions arising out of their positions as directors and officers, subject to
certain limitations.
<PAGE>
Item 16. Exhibits
------------------
The following exhibits are filed herewith or incorporated by reference.
The reference numbers correspond to the numbered paragraphs of Item 601 of
Regulation S-K.
5 Opinion of Pitney, Hardin, Kipp & Szuch LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (incorporated in Exhibit
5).
24 Power of Attorney for Directors and Executive Officers.
Item 17. Undertakings
---------------------
(a) 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;
(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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement;
(2) That, for the purpose 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; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered that remain unsold at
the termination of the offering.
(b) 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 an
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.
(c) 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 Act 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 Act and will
be governed by the final adjudication of such issue.
<PAGE>
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
of the requirements for 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 Town of Wayne, State of New Jersey, on the 18th day of July,
2000.
VALLEY NATIONAL BANCORP
By: GERALD H. LIPKIN
----------------
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 by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Chairman, President, Chief
Executive Officer and Director
GERALD H. LIPKIN (Principal Executive Officer) July 18, 2000
-------------------------------------------
(Gerald H. Lipkin)
ANDREW B. ABRAMSON Director July 19, 2000
-------------------------------------------
(Andrew B. Abramson)
PAMELA BRONANDER Director July 17, 2000
-------------------------------------------
(Pamela Bronander)
JOSEPH COCCIA, JR. Director July 19, 2000
-------------------------------------------
(Joseph Coccia, Jr.)
HAROLD P. COOK, III Director July 26, 2000
-------------------------------------------
(Harold P. Cook, III)
AUSTIN C. DRUKKER Director July 18, 2000
-------------------------------------------
(Austin C. Drukker)
GRAHAM O. JONES Director July 25, 2000
-------------------------------------------
(Graham O. Jones)
WALTER H. JONES, III Director July 18, 2000
-------------------------------------------
(Walter H. Jones, III)
GERALD KORDE Director July 25, 2000
-------------------------------------------
(Gerald Korde)
JOLEEN MARTIN Director July 19, 2000
-------------------------------------------
(Joleen Martin)
ROBERT E. MCENTEE Director July 18, 2000
-------------------------------------------
(Robert E. McEntee)
RICHARD S. MILLER Director July 19, 2000
-------------------------------------------
(Richard S. Miller)
ROBERT RACHESKY Director July 18, 2000
-------------------------------------------
(Robert Rachesky)
BARNETT RUKIN Director July 19, 2000
-------------------------------------------
(Barnett Rukin)
PETER SOUTHWAY Director July 18, 2000
-------------------------------------------
(Peter Southway)
RICHARD F. TICE Director July 30, 2000
-------------------------------------------
(Richard F. Tice)
LEONARD VORCHEIMER Director July 19, 2000
-------------------------------------------
(Leonard Vorcheimer)
Director July __, 2000
-------------------------------------------
(Joseph L. Vozza)
Senior Vice President,
ALAN D. ESKOW Principal Accounting Officer and July 19, 2000
------------------------------------------- Controller
</TABLE>
<PAGE>
INDEX TO EXHIBITS
5 Opinion of Pitney, Hardin, Kipp & Szuch LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Pitney, Hardin, Kipp & Szuch LLP (incorporated in Exhibit
5).
24 Power of Attorney for Directors and Executive Officers.
