SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to Section 240.14a-12
VALLEY NATIONAL BANCORP
(Name of Registrant as Specified in Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
N/A
2) Aggregate number of securities to which transaction applies:
N/A
3) Per unit price of other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
N/A
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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On September 6, 2000, Valley National Bancorp ("Valley") and Merchants New York
Bancorp, Inc. ("Merchants") issued a joint press release which reported that
Valley and Merchants had entered into an Agreement and Plan of Merger, dated
September 5, 2000 under which Merchants will be merged with and into Valley and
The Merchants Bank of New York will be merged with and into Valley National
Bank.
Valley and Merchants will be filing with the SEC a joint proxy
statement-prospectus with respect to solicitation of proxies of their
stockholders to approve the proposed merger and Valley will be filing a
registration statement with respect to the common stock to be issued in the
merger. Investors and security holders are advised to read the joint proxy
statement-prospectus and the registration statement, when each of these
documents becomes available, because each of them will contain important
information. Investors and security holders may obtain a free copy of the joint
proxy statement-prospectus and the registration statement (when available) and
other documents filed by Valley or Merchants with the SEC at the SEC's Internet
web site at www.sec.gov. The joint proxy statement-prospectus and the
registration statement (when available) and such oher documents filed by Valley
with the SEC will be available free of charge by contacting Valley National
Bancorp, 1455 Valley Road, Wayne, NJ 07474, Attention: Dianne Grenz, telephone:
(973) 305-3380. Documents filed with the SEC by Merchants will be available free
of charge by contacting Merchants New York Bancorp, Inc., 275 Madison Avenue,
New York, NY 10016, Attention: Corporate Secretary, telephone (212) 973-6600.
Shareholders and investors should read the joint proxy statement-prospectus
carefully when it becomees available before making any voting or investment
decisions.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Valley and its directors and executive officers may be deemed to be participants
in the solicitation of proxies of Valley stockholders to approve the merger.
Valley's board of directors is composed of Andrew B. Abramson, Pamela Bronander,
Joseph Coccia, Jr., Harold P. Cook, III, Austin C. Drukker, Graham O. Jones
Walter H. Jones, III, Gerald Korde, Gerald H. Lipkin, Joleen Martin, Robert E.
McEntee, Richard S. Miller, Robert Rachesky, Barnett Rukin, Peter Southway,
Richard F. Tice, Leonard Vorcheimer and Joseph L. Vozza. Valley's executive
officers who are not also directors include Alan D. Eskow, Jack M. Blackin,
Peter Crocitto, Robert Meyer and Peter John Southway. These directors and
executive officers may be deemed to be beneficial owners of shares of Valley
common stock as follows: Andrew B. Abramson, 128,851 shares (0.21%); Jack M.
Blackin, 14,154 shares (0.02%); Pamela Bronander, 5,736 shares (0.01%); Joseph
Coccia, Jr., 266,377 shares (0.44%); Harold P. Cook, III, 36,457 shares (0.06%);
Peter Crocitto, 64,392 shares (0.11%); Austin C. Drukker 112,628 shares (0.19%);
Alan D. Eskow 28,258 shares (0.05%); Graham O. Jones, 750,741 shares (1.25%);
Walter H. Jones III, 749,519 shares (1.25%); Gerald Korde, 1,052,730 shares
(1.76%); Gerald H. Lipkin, 359,914 shares (0.60%); Joleen Martin, 127,537 shares
(0.21%; Robert E. McEntee, 57,207 shares (0.10%); Robert Meyer, 240,515 shares
(0.40%); Richard S. Miller, 43,026 shares (0.07%); Robert Rachesky, 260,431
shares (0.43%); Barnett Rukin, 31,056 shares (0.05%); Peter Southway, 268,950
shares (0.45%); Peter John Southway, 76,027 shares (0.13%); Richard F. Tice,
189,915 shares (0.32%); Leonard Vorcheimer, 41,966 shares (0.07%); Joseph L.
Vozza, 44,553 shares (0.07%). Collectively, Valley's directors and executive
officers may be deemed to beneficially own 8.68% of Valley's outstanding shares
of common stock. This ownership information is as of September 7, 2000.
