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) July 6, 2000
VALLEY NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
New Jersey
(State of other jurisdiction of incorporation)
0-11179 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)
Item 5. Other Events
On July 6, 2000 Valley National Bancorp ("Valley")
completed the previously announced acquisition of Hallmark Capital Management,
Inc. ("Hallmark"), a Fairfield, NJ-based investment management firm with
$195 million of assets under management. Hallmark's purchase was a stock
merger with subsequent earn-out payments. It will be accounted for as a
purchase transaction. Under the terms of the agreement, Hallmark's operations
will continue as a wholly-owned subsidiary of Valley National Bank. Hallmark's
entire management team and staff will remain with the firm to assume
continuity. Valley expects to continue to pursue the acquisition of additional
asset management firms.
Item 7. Exhibits
Exhibit 99 Press Release dated July 6, 2000
INDEX TO EXHIBITS
Exhibit No. Description
99 Press release dated July 6, 2000
Item 7 Exhibit 99
Press release dated July 6, 2000
Valley National Bancorp
1455 Valley Road
Wayne, NJ 07470
FOR IMMEDIATE RELEASE Contact: Robert J. Mulligan
First Senior Vice President
(973) 305-5511
VALLEY NATIONAL BANCORP ANNOUNCES COMPLETION OF
ACQUISITION OF HALLMARK CAPITAL MANAGEMENT, INC.
WAYNE, New Jersey, July 6, 2000-Valley National Bancorp (NYSE:VLY) ("Valley")
today completed the previously announced acquisition of Hallmark Capital
Management, Inc. ("Hallmark"), a Fairfield, NJ-based investment management
firm with $195 million of assets under management. Hallmark's purchase was a
stock merger with subsequent earn-out payments. It will be accounted for
as a purchase transaction. Under the terms of the agreement, Hallmark's
operations will continue as a wholly-owned subsidiary of Valley National
Bank. Hallmark's entire management team and staff will remain with the
firm to assume continuity. Valley expects to continue to pursue the
acquisition of additional asset management firms.
This is the second acquisition of an asset management firm by Valley.
In July, 1999, Valley acquired New Century Asset Management Company
("New Century"), a money manager with $120 million of assets under management.
Both Hallmark and New Century will be part of Valley's Financial Services
Division. Each remains separate operating subsidiaries. Peter S. Hagerman
will continue as President and Chief Executive Officer of Hallmark.
Gerald H. Lipkin, Chairman, President and Chief Executive Officer
of Valley, stated, "The Hallmark acquisition will complement New Century
because Hallmark is a value oriented investment management firm with a
corporate and institutional investor client base in addition to a
substantial individual client base. New Century is a growth oriented firm
that focuses on high net-worth individuals and small corporate accounts."
Mr. Lipkin continued, "Valley is committed to growing its fee-based
income. With Hallmark and New Century, we will offer investment services and
products for which we believe there is a substantial growth opportunity among
Valley's existing customer base."
Valley National Bancorp is a regional bank holding company
headquartered in Wayne, NJ. Valley National Bank, its principal subsidiary,
currently operates 117 offices located in 76 communities serving 10 counties
throughout northern New Jersey. Valley's web site can be found at
valleynationalbank.com.
* * * * * * * * * *
FORWARD LOOKING STATEMENTS
This press release 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 investment management, banking and
financial services industry causes unanticipated changes.
o Loss of key managers after the acquisition.
o Loss of 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.
Valley assumes no responsibility to update such forward-looking statements in
the future.
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: July 6, 2000 By: /s/ Alan D. Eskow
Alan D. Eskow
Principal Accounting Officer
and Corporate Secretary