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) - April 18, 2002
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in 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)
<page>
Item 4. Changes in Registrant's Certifying Accountants
On April 18, 2002 Valley National Bancorp ("Valley") determined not to
renew the engagement of its independent accountants, KPMG LLP ("KPMG") and
appointed Ernst & Young LLP ("Ernst & Young") as its new independent
accountants, effective immediately. This determination followed Valley's
decision to seek proposals from independent accountants to audit Valley's
financial statements for the year ending December 31, 2002. The decision not to
renew the engagement of KPMG and to retain Ernst & Young was approved by
Valley's Audit Committee of the Board of Directors. The Audit Committee decided
that as a result of the increase in consulting work performed by KPMG,
especially tax consulting work, it would be appropriate to separate the audit
engagement from the consulting work. As a result, Ernst & Young was retained as
auditors for the year ending December 31, 2002.
KPMG's reports on Valley's consolidated financial statements as of and for
the years ended December 31, 2000 and 2001 did not contain an adverse opinion or
a disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. In connection with the audits of the two
fiscal years ended December 31, 2000 and 2001 and through April 18, 2002, there
were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KPMG, would have caused
KPMG to make reference to the disagreements in connection with their report on
the Valley's consolidated financial statements for such years; and there were no
reportable events as defined in Item 304 (a) (1) (v) of Regulation S-K. The
Company provided KPMG with a copy of the foregoing disclosures. Attached as
Exhibit 99.1 is a copy of KPMG's letter, dated April 23, 2002, stating its
agreement with such statements. During the years ended December 31, 2000 and
2001 and through April 18, 2002, Valley did not consult with Ernst & Young with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on Valley's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304 (a) (2) (i) and (ii) of Regulation
S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
99.1 Letter from KPMG LLP to the Securities and Exchange Commission dated
April 23, 2002.
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
By: /s/ Alan D. Eskow
Alan D. Eskow
Executive Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: April 23, 2002
EXHIBIT INDEX
99.1 Letter from KPMG LLP to the Securities and Exchange Commission dated
April 23, 2002.
Exhibit 99.1
April 23, 2002
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Valley National Bancorp (the
Company) and, under the date of January 16, 2002, we reported on the
consolidated financial statements of the Company as of and for the years ended
December 31, 2001 and 2000. On April 18, 2002, our appointment as principal
accountants was terminated. We have read the Company's statements included under
Item 4 of its Form 8-K dated April 18, 2002, and we agree with such statements,
except that we are not in the position to agree or disagree with the company's
stated reason for changing principal accountants; with the Company's statement
that the decision not to renew our engagement and to retain Ernst & Young LLP
was approved by the Company's Audit Committee; and with the Company's statement
that the Company did not consult with Ernst & Young LLP with respect to the
application of accounting principles to a specific transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the
Company's consolidated financial statements nor any other matters or reportable
events as set forth in Items 304 (a) (2) (I) and (ii) of Regulation S-K.
Very truly yours,
/s/ KPMG LLP