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 5, 1994
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY
(State or Other Jurisdiction of Incorporation)
0-11179
(Commission File Number)
22-2477875
(IRS Employer Identification No.)
1445 VALLEY ROAD, WAYNE, NEW JERSEY 07470
(Address of Principal Executive Offices)
(201) 305-8800
(Registrant's Telephone Number)
Item 5 - Other Events
On July 5, 1994, Valley National Bancorp ("Valley") entered
into a letter of intent to acquire Rock Financial Corporation
("Rock"). In connection with the letter of intent, Rock granted
Valley an option to purchase 102,000 shares of Rock's authorized
but unissued common stock at a price of $43.00 per share.
Shareholders of Rock will receive 1.85 shares of Valley Common
Stock ("Valley Stock") for each share of Rock stock they own.
The Exchange Ratio may be adjusted by mutual consent of the
parties, or Rock shall have the right to terminate the transaction
under the following circumstances: (i) if the median closing price
of Valley Stock in the first 10 trading days of the 15 trading days
immediately preceding consummation of the merger (the "median
closing price") falls to $21.00 or less per share; or (ii) if the
price of Valley Stock fails to perform as well as the average price
of an agreed upon New Jersey bank stock peer group and the median
closing price of Valley Stock falls to $23.50 or less per share.
Valley National Bancorp had approximately $3.4 billion in
assets at March 31, 1994. Rock had approximately $190 million in
assets at March 31, 1994. Valley operates 59 branches in Bergen,
Essex, Hudson, Morris and Passaic counties and Rock operates five
branches in Middlesex, Somerset and Union counties.
The announced merger is subject to the negotiation of a
definitive agreement and then is subject to the approval of the
Comptroller of the Currency, the Federal Reserve Board of Governors
and Rock shareholders.
Item 7 - Exhibits:
(a) Press Release, dated July 5, 1994
(b) Letter of Intent, dated July 5, 1994
(c) Stock Option Agreement, dated July 5, 1994
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 11, 1994 By: /s/ Gerald H. Lipkin
Gerald H. Lipkin, Chairman
and Chief Executive Officer
EXHIBIT INDEX
(A) Press Release, dated July 5, 1994
(B) Letter of Intent, dated July 5, 1994
(C) Stock Option Agreement, dated July 5, 1994
EXHIBIT A
FOR: Valley National Bank CONTACT: John Harris
1445 Valley Road (201) 305-4014
Wayne, New Jersey 07474
For Immediate Release: July 5, 1994
VALLEY NATIONAL BANCORP AND ROCK FINANCIAL CORP ANNOUNCE INTENT TO
MERGE
WAYNE, NJ - Valley National Bancorp (NYSE; VLY) and Rock
Financial Corporation (NASDAQ; RFIN) announced today that they have
signed a letter of intent by which Valley will acquire Rock,
holding company for Rock Bank, a $190 million, five-branch bank
headquartered in North Plainfield. The merger would expand the
Valley network into three new counties: Middlesex, Somerset and
Union.
"We are especially pleased with this acquisition as Rock Bank
is a preferred U.S. Small Business Administration (SBA) lender,"
said Gerald H. Lipkin, Chairman and Chief Executive Officer of
Valley. Preferred SBA lenders can make SBA loans without first
receiving SBA approval for the individual loan, thereby speeding
the approval process, Lipkin explained.
"With the approval of Valley to succeed Rock as a preferred
SBA lender, we will be able to expand our lending to small
businesses, which is consistent with our corporate goal and
commitment of providing commercial loans to local entrepreneurs."
"Working with Rock's management we have been able to identify
some very significant cost savings," said Lipkin. "Those savings
can all be accomplished while still retaining all of Rock's
officers and employees. It is Valley's intention to attempt to
find positions for all of Rock's staff at Valley."
Lipkin also noted that the merger with Rock Bank is consistent
with Valley strategy of growth within New Jersey through
acquisitions of other strong financial institutions. In its most
recent merger, completed just a year ago, Valley acquired Peoples
Bancorp, a $223 million institution based in Fairfield. That
merger added seven branches in Essex County to the Valley network.
VALLEY AND ROCK ANNOUNCE INTENT TO MERGE - 2
Pursuant to the merger, Rock Financial Corporation will be
merged into Valley National Bancorp and Rock Bank will be merged
into Valley's subsidiary, Valley National Bank. The acquisition of
Rock is designed as a tax-free merger in which each of the 920,577
outstanding shares of Rock common stock will be exchanged for 1.85
shares of Valley common stock. In connection with the execution of
the letter of intent, Rock Financial Corporation also granted
Valley an option on shares of Rock's authorized but unissued stock.
The parties are completing due diligence and negotiating a
definitive merger agreement. The acquisition is conditioned upon
necessary bank regulatory approvals, the approval of Rock's
shareholders and other customary conditions. The parties
anticipate that the merger will be consummated in December of this
year.
Valley National Bank, the principal subsidiary of Valley
National Bancorp, currently has $3.4 billion in assets and operates
59 branches in Bergen, Essex, Hudson, Morris and Passaic counties.
EXHIBIT B
July 5, 1994
Rock Financial Corporation
350 Park Avenue
North Plainfield, New Jersey 07060
Gentlemen:
Valley National Bancorp ("Valley") proposes to acquire all of
the outstanding shares of common stock of Rock Financial
Corporation ("Rock") in accordance with the following terms and
conditions:
1. Each holder of Rock common stock, $3.33-1/3 par value
("Rock Common Stock"), will receive for each share of Rock Common
Stock held 1.85 shares (the "Exchange Ratio") of Valley common
stock, no par value ("Valley Stock"). The Exchange Ratio shall not
be adjusted except by mutual consent of the parties. Valley and
Rock shall renegotiate the Exchange Ratio, or Rock shall have the
right to terminate the transaction, (i) if the median closing price
of Valley Stock in the first 10 trading days of the 15 trading days
immediately preceding consummation of the merger (the "median
closing price") falls to $21.00 or less per share; or (ii) if the
price of Valley Stock fails to perform as well as the average price
of an agreed upon New Jersey bank stock peer group and the median
closing price of Valley Stock falls to $23.50 or less per share.
No fractional shares of Valley Stock will be issued, and cash will
be paid in lieu of fractional interests. There are 920,577 shares
of Rock Common Stock outstanding and options granted to purchase
28,221 shares.
2. Each holder of options to purchase 28,221 shares of Rock
Common Stock granted under Rock's Officer and Employee Stock Option
Plan shall have the right to elect either (i) to convert the option
to an option to purchase Valley Stock wherein each share of Rock
Common Stock covered by the option shall be converted into the
right to purchase that number of shares of Valley Stock multiplied
by the Exchange Ratio for the same aggregate exercise price; or,
(ii) if the option is vested and the option plan presently so
provides, to be paid an amount in cash for such option, which
amount shall be determined by subtracting from (a) the sum of (1)
the number of shares of Rock Common Stock covered by the option,
(2) multiplied by the Exchange Ratio, (3) multiplied by the median
closing price of Valley Stock (b) the aggregate exercise price for
such options.
3. The acquisition will take the form of a tax-free merger
of Rock into Valley with Valley as the survivor (the "Merger") and
a simultaneous merger of Rock Bank, into Valley National Bank with
Valley National Bank as the survivor.
4. No employment contract nor any contract between Rock or
its subsidiaries and any other person shall cause Rock or Holding
Company or their subsidiaries to make an excess parachute payment
as defined in Section 280G of the Code in connection with or after
the Merger.
5. All of the directors of Rock shall agree to vote in favor
of and recommend the Merger, provided a satisfactory definitive
merger agreement is reached. All affiliates of Rock will agree to
sign a standard affiliates letter for a pooling-of-interest
transaction.
6. Upon acceptance of this proposal, Rock and Valley shall
proceed promptly to negotiate in good faith a definitive merger
agreement embodying the terms hereof and containing, among other
provisions, representations, warranties and covenants mutually
satisfactory to the parties and customary conditions to the
obligations of each party to consummate the transaction.
7. Among other conditions of the definitive agreement, it
shall be a condition to Valley's obligation to close under the
definitive merger that (i) Rock Bank continue to maintain its
status as a preferred lender under the Small Business
Administration loan program and that following the Merger Valley
National Bank, as successor to Rock Bank continues to maintain such
status; and (ii) that the Merger be treated as a pooling-of-
interests for accounting purposes.
8. Valley agrees that working with the current management of
Rock Bank, Valley will endeavor to continue the employment of all
officers and employees of Rock Bank and, to the extent possible, at
the same location, with the same or equivalent salary and benefits.
If Valley is unable to continue the employment of any employee of
Rock Bank, the parties will mutually agree upon a severance policy
for such employees.
9. Valley and Rock shall have the right to commence due
diligence following the execution of this letter agreement pursuant
to a mutually acceptable confidentiality agreement. The parties
acknowledge that they have not commenced their due diligence as of
the date hereof. The parties may continue their due diligence
after execution of the definitive merger agreement for the purpose
of assuring themselves that representations and warranties in the
definitive agreement were correct and that covenants and conditions
set forth in the agreement have been complied with.
10. The consummation of the Merger shall be targeted for and
the parties shall use all reasonable efforts to have the Merger
consummated no later than December 31, 1994 and it must occur not
later than March 31, 1995, unless extended by mutual agreement of
the parties.
11. In the event of the termination of this letter of intent
or, after execution of the definitive merger agreement, termination
of such agreement other than by reason of the willful default of
the terminating party, each party will be responsible for its own
fees and costs and neither party will be liable to the other party
or its shareholders in connection with the transaction or its
termination.
12. Simultaneously with the acceptance of this proposal, Rock
agrees to issue to Valley an option to purchase 102,000 shares of
the authorized and unissued Rock Common Stock at an option price of
$43.00 per share and on the other terms and conditions set forth in
the form of option agreement annexed hereto. In the event no
definitive agreement is entered into, then the option to purchase
shall expire six months from the date hereof unless a Triggering
Event (as defined in the Option Agreement) has occurred.
If the foregoing is acceptable to you, will you kindly so
indicate by signing, dating and returning the enclosed counterpart
of this letter.
Very truly yours,
VALLEY NATIONAL BANCORP
By: /s/ Gerald H. Lipkin
Gerald H. Lipkin
Chairman and
Chief Executive Officer
AGREED AND ACCEPTED:
ROCK FINANCIAL CORPORATION
By: /s/ Alan D. Lipsky
Alan D. Lipsky
President and
Chief Executive Officer
Dated: July , 1994
EXHIBIT C
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") dated July 5,
1994, is by and between Valley National Bancorp, a New Jersey
corporation and registered bank holding company ("Valley"), and
Rock Financial Corporation, a New Jersey corporation ("Rock") and
registered bank holding company for Rock Bank ("Bank").
BACKGROUND
1. Valley, Rock, the Bank and Valley National Bank ("VNB"),
a wholly-owned subsidiary of Valley, as of the date hereof, have
executed a letter of intent pursuant to which the parties will
negotiate a definitive agreement and plan of merger (the "Merger
Agreement") pursuant to which Valley will acquire Rock through a
merger of Rock with and into Valley (the "Merger").
2. As an inducement to Valley to enter into the letter of
intent and negotiate the Merger Agreement and in consideration for
such entry and negotiation, Rock desires to grant to Valley an
option to purchase authorized but unissued shares of common stock
of Rock in an amount and on the terms and conditions hereinafter
set forth.
AGREEMENT
In consideration of the foregoing and the mutual covenants and
agreements set forth herein and in letter of intent and in any
definitive Merger Agreement, Valley and Rock, intending to be
legally bound hereby, agree:
3. Grant of Option. Rock hereby grants to Valley the option
to purchase 102,000 shares of common stock, $3.33-1/3 par value
(the "Common Stock") of Rock at a price of $43.00 per share (the
"Option Price"), on the terms and conditions set forth herein (the
"Option").
4. Exercise of Option. This Option shall not be exercisable
until the occurrence of a Triggering Event (as such term is
hereinafter defined). Upon or after the occurrence of a Triggering
Event (as such term is hereinafter defined), Valley may exercise
the Option, in whole or in part, at any time or from time to time.
The term "Triggering Event" means the occurrence of any of the
following events:
A person or group (as such terms are defined in the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
rules and regulations thereunder) other than Valley or an affiliate
of Valley:
a.acquires beneficial ownership (as such term is
defined in Rule 13d-3 as promulgated under the Exchange Act) of at
least 20% of the then outstanding shares of Common Stock;
b.enters into a letter of intent or an agreement,
whether oral or written, with Rock pursuant to which such person or
any affiliate of such person would (i) merge or consolidate, or
enter into any similar transaction with Rock, (ii) acquire all or
a significant portion of the assets or liabilities of Rock, or
(iii) acquire beneficial ownership of securities representing, or
the right to acquire beneficial ownership or to vote securities
representing 10% or more of the then outstanding shares of Common
Stock;
c.makes a filing with any bank or thrift regulatory
authorities or publicly announces a bona fide proposal (a
"Proposal") for (i) any merger, consolidation or acquisition of all
or a significant portion of all the assets or liabilities of Rock
or any other business combination involving Rock, or (ii) a
transaction involving the transfer of beneficial ownership of
securities representing, or the right to acquire beneficial
ownership or to vote securities representing, 20% or more of the
outstanding shares of Common Stock, and thereafter, if such
Proposal has not been Publicly Withdrawn (as such term is
hereinafter defined) at least 15 days prior to the meeting of
stockholders of Rock called to vote on the Merger and Rock'
stockholders fail to approve the Merger by the vote required by
applicable law at the meeting of stockholders called for such
purpose;
d.makes a bona fide Proposal and thereafter, but
before such Proposal has been Publicly Withdrawn, Rock willfully
takes any action in any manner which would materially interfere
with its desire or ability to enter into a definitive Merger
Agreement or its ability to consummate the Merger or materially
reduce the value of the transaction to Valley; or
e.which is the holder of more than 5% of the Common
Stock solicits proxies in opposition to approval of the Merger.
The term "Triggering Event" also means the taking of any
direct or indirect action by Rock or any of its directors, officers
or agents to invite, encourage or solicit any proposal which has as
its purpose a tender offer for the shares of Rock' Common Stock, a
merger, consolidation, plan of exchange, plan of acquisition or
reorganization of Rock, or a sale of shares of Rock' Common Stock
or any significant portion of its assets or liabilities.
The term "significant portion" means 25% of the assets or
liabilities of Rock.
"Publicly Withdrawn", for purposes of clauses (c) and (d)
above, shall mean an unconditional bona fide withdrawal of the
Proposal coupled with a public announcement of no further interest
in pursuing such Proposal or in acquiring any controlling influence
over Rock or in soliciting or inducing any other person (other than
Valley or any affiliate) to do so.
Notwithstanding the foregoing, the Option may not be exercised
at any time (i) in the absence of any required governmental or
regulatory approval or consent necessary for Rock to issue the
Option Shares or Valley to exercise the Option or prior to the
expiration or termination of any waiting period required by law, or
(ii) so long as any injunction or other order, decree or ruling
issued by any federal or state court of competent jurisdiction is
in effect which prohibits the sale or delivery of the Option
Shares.
Rock shall notify Valley promptly in writing of the occurrence
of any Triggering Event known to it, it being understood that the
giving of such notice by Rock shall not be a condition to the right
of Valley to exercise the Option. Rock will not take any action
which would have the effect of preventing or disabling Rock from
delivering the Option Shares to Valley upon exercise of the Option
or otherwise performing its obligations under this Agreement.
In the event Valley wishes to exercise the Option, Valley
shall send a written notice to Rock (the date of which is
hereinafter referred to as the "Notice Date") specifying the total
number of Option Shares it wishes to purchase and a place and date
for the closing of such a purchase (a "Closing"); provided,
however, that a Closing shall not occur prior to two days after the
later of receipt of any necessary regulatory approvals and the
expiration of any legally required notice or waiting period, if
any.
5. Payment and Delivery of Certificates. At any Closing
hereunder (a) Valley will make payment to Rock of the aggregate
price for the Option Shares so purchased by wire transfer of
immediately available funds to an account designated by Rock, (b)
Rock will deliver to Valley a stock certificate or certificates
representing the number of Option Shares so purchased, free and
clear of all liens, claims, charges and encumbrances of any kind or
nature whatsoever created by or through Rock, registered in the
name of Valley or its designee, in such denominations as were
specified by Valley in its notice of exercise and bearing a legend
as set forth below and (c) Valley shall pay any transfer or other
taxes required by reason of the issuance of the Option Shares so
purchased.
Unless a registration statement is filed and declared
effective under Section 4 hereof, a legend will be placed on each
stock certificate evidencing Option Shares issued pursuant to this
Agreement, which legend will read substantially as follows:
The shares of stock evidenced by this certificate have
not been registered for sale under the Securities Act of 1933
(the "1933 Act"). These shares may not be sold, transferred
or otherwise disposed of unless a registration statement with
respect to the sale of such shares has been filed under the
1933 Act and declared effective or, in the opinion of counsel
reasonably acceptable to Rock Financial Corporation, said
transfer would be exempt from registration under the
provisions of the 1933 Act and the regulations promulgated
thereunder.
6. Registration Rights. Upon or after the occurrence of a
Triggering Event and upon receipt of a written request from Valley,
Rock shall prepare and file a registration statement with the
Securities and Exchange Commission, covering the Option and such
number of Option Shares as Valley shall specify in its request, and
Rock shall use its best efforts to cause such registration
statement to be declared effective in order to permit the sale or
other disposition of the Option and the Option Shares, provided
that Valley shall in no event have the right to have more than one
such registration statement become effective.
In connection with such filing, Rock shall use its best
efforts to cause to be delivered to Valley such certificates,
opinions, accountant's letters and other documents as Valley shall
reasonably request and as are customarily provided in connection
with registrations of securities under the Securities Act of 1933,
as amended. All expenses incurred by Rock in complying with the
provisions of this Section 4, including without limitation, all
registration and filing fees, printing expenses, fees and
disbursements of counsel for Rock and blue sky fees and expenses
shall be paid by Rock. Underwriting discounts and commissions to
brokers and dealers relating to the Option Shares, fees and
disbursements of counsel to Valley and any other expenses incurred
by Valley in connection with such registration shall be borne by
Valley. In connection with such filing, Rock shall indemnify and
hold harmless Valley against any losses, claims, damages or
liabilities, joint or several, to which Valley may become subject,
insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) arise out of or are based upon any untrue
statement or alleged untrue statement of any material fact
contained in any preliminary or final registration statement or any
amendment or supplement thereto, or arise out of a material fact
required to be stated therein or necessary to make the statements
therein not misleading; and Rock will reimburse Valley for any
legal or other expense reasonably incurred by Valley in connection
with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that Rock will not be
liable in any case to the extent that any such loss, claim, damage
or liability arises out of or is based upon an untrue statement or
alleged untrue statement of omission or alleged omission made in
such preliminary or final registration statement or such amendment
or supplement thereto in reliance upon and in conformity with
written information furnished by or on behalf of Valley
specifically for use in the preparation thereof. Valley will
indemnify and hold harmless Rock to the same extent as set forth in
the immediately preceding sentence but only with reference to
written information specifically furnished by or on behalf of
Valley for use in the preparation of such preliminary or final
registration statement or such amendment or supplement thereto; and
Valley will reimburse Rock for any legal or other expense
reasonably incurred by Rock in connection with investigating or
defending any such loss, claim, damage, liability or action.
7. Adjustment Upon Changes in Capitalization. In the event
of any change in the Common Stock by reason of stock dividends,
split-ups, mergers, recapitalizations, combinations, conversions,
exchanges of shares or the like, then the number and kind of Option
Shares and the Option Price shall be appropriately adjusted.
In the event any capital reorganization or reclassification of
the Common Stock, or any consolidation, merger or similar
transaction of Rock with another entity, or in the event any sale
of all or substantially all of the assets of Rock shall be effected
in such a way that the holders of Common Stock shall be entitled to
receive stock, securities or assets with respect to or in exchange
for Common Stock, then, as a condition of such reorganization,
reclassification, consolidation, merger or sale, lawful and
adequate provisions (in form reasonably satisfactory to the holder
hereof) shall be made whereby the holder hereof shall thereafter
have the right to purchase and receive upon the basis and upon the
terms and conditions specified herein and in lieu of the Common
Stock immediately theretofore purchasable and receivable upon
exercise of the rights represented by this Option, such shares of
stock, securities or assets as may be issued or payable with
respect to or in exchange for the number of shares of Common Stock
immediately theretofore purchasable and receivable upon exercise of
the rights represented by this Option had such reorganization,
reclassification, consolidation, merger or sale not taken place;
provided, however, that if such transaction results in the holders
of Common Stock receiving only cash, the holder hereof shall be
paid the difference between the Option Price and such cash
consideration without the need to exercise the Option.
8. Filings and Consents. Each of Valley and Rock will use
its best efforts to make all filings with, and to obtain consents
of, all third parties and governmental authorities necessary to the
consummation of the transactions contemplated by this Agreement.
Exercise of the Option herein provided shall be subject to
compliance with all applicable laws including, in the event Valley
is the holder hereof, approval of the Board of Governors of the
Federal Reserve System and Rock agrees to cooperate with and
furnish to the holder hereof such information and documents as may
be reasonably required to secure such approvals.
9. Representations and Warranties of Rock. Rock hereby
represents and warrants to Valley as follows:
a.Due Authorization. Rock has full corporate power
and authority to execute, deliver and perform this Agreement and
all corporate action necessary for execution, delivery and
performance of this Agreement has been duly taken by Rock.
b.Authorized Shares. Rock has taken and, as long as
the Option is outstanding, will take all necessary corporate action
to authorize and reserve for issuance all shares of Common Stock
that may be issued pursuant to any exercise of the Option.
c.No Conflicts. Neither the execution and delivery of
this Agreement nor consummation of the transactions contemplated
hereby (assuming all appropriate regulatory approvals) will violate
or result in any violation or default of or be in conflict with or
constitute a default under any term of the certificate of
incorporation or by-laws of Rock or any agreement, instrument,
judgment, decree, statute, rule or order applicable to Rock.
10. Specific Performance. The parties hereto acknowledge
that damages would be an inadequate remedy for a breach of this
Agreement and that the obligations of the parties hereto shall be
specifically enforceable. Notwithstanding the foregoing, Valley
shall have the right to seek money damages against Rock for a
breach of this Agreement.
11. Entire Agreement. This Agreement constitutes the entire
agreement between the parties with respect to the subject matter
hereof and supersedes all other prior agreements and
understandings, both written and oral, among the parties or any of
them with respect to the subject matter hereof.
12. Assignment or Transfer. Valley may not sell, assign or
otherwise transfer its rights and obligations hereunder, in whole
or in part, to any person or group of persons other than to an
affiliate of Valley, except upon or after the occurrence of a
Triggering Event. Valley represents that it is acquiring the
Option for Valley's own account and not with a view to or for sale
in connection with any distribution of the Option or the Option
Shares. Valley is aware that presently neither the Option nor the
Option Shares are being offered by a registration statement filed
with, and declared effective by, the Securities and Exchange
Commission, but instead are being offered in reliance upon the
exemption from the registration requirements pursuant to Section
4(2) of the Securities Act of 1933, as amended. Valley shall have
the right to assign this Agreement to any party it selects after
the occurrence of a Triggering Event.
13. Amendment of Agreement. By mutual consent of the parties
hereto, this Agreement may be amended in writing at any time, for
the purpose of facilitating performance hereunder or to comply with
any applicable regulation of any governmental authority or any
applicable order of any court or for any other purpose.
14. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or
enforceability of any other provisions of this Agreement, which
shall remain in full force and effect.
15. Notices. All notices, requests, consents and other
communications required or permitted hereunder shall be in writing
and shall be deemed to have been duly given when delivered
personally, by express service, cable, telegram or telex, or by
registered or certified mail (postage prepaid, return receipt
requested) to the respective parties as follows:
If to Valley:
Valley National Bancorp
1445 Valley Road
Wayne, New Jersey 07470
Attn.: Gerald H. Lipkin
Chairman and Chief Executive Officer
With a copy to:
Pitney, Hardin, Kipp & Szuch
200 Campus Drive
Florham Park, New Jersey 07932-0950
P.O. Box 1945
Morristown, New Jersey 07962-1945
Attn.: Ronald H. Janis, Esq.
If to Rock:
Rock Financial Corporation
350 Rock Avenue
North Plainfield, New Jersey 07060
Attn.: Alan D. Lipsky,
President and Chief Executive Officer
With a copy to:
McCarter & English
Gateway One
Newark, New Jersey 07102
Attn.: Michael Horn, Esq.
or to such other address as the person to whom notice is to be
given may have previously furnished to the others in writing in the
manner set forth above (provided that notice of any change of
address shall be effective only upon receipt thereof).
16. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New Jersey.
17. Captions. The captions in the Agreement are inserted for
convenience and reference purposes, and shall not limit or
otherwise affect any of the terms or provisions hereof.
18. Waivers and Extensions. The parties hereto may, by
mutual consent, extend the time for performance of any of the
obligations or acts of either party hereto. Each party may waive
(i) compliance with any of the covenants of the other party
contained in this Agreement and/or (ii) the other party's
performance of any of its obligations set forth in this Agreement.
19. Parties in Interest. This Agreement shall be binding
upon and inure solely to the benefit of each party hereto, and
nothing in this Agreement, express or implied, is intended to
confer upon any other person any rights or remedies of any nature
whatsoever under or by reason of this Agreement, except as provided
in Section 10 permitting Valley to assign its rights and
obligations hereunder.
20. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed to be an original,
but all of which shall constitute one and the same agreement.
21. Termination. In the event no definitive Merger Agreement
is entered into, then this Agreement shall expire three months from
the date hereof unless a Triggering Event has occurred prior to
such expiration date, in which case this Agreement shall not
terminate until the later of 24 months or the consummation of any
proposed transactions which constitute the Triggering Event. In
the event a definitive Merger Agreement is entered into by the
parties hereto, this Agreement shall terminate upon either the
termination of the Merger Agreement as provided therein or the
consummation of the transactions contemplated by the Merger
Agreement; provided, however, that if termination of the Merger
Agreement occurs after the occurrence of a Triggering Event, this
Agreement shall not terminate until the later of 24 months
following the date of the termination of the Merger Agreement or
the consummation of any proposed transactions which constitute the
Triggering Event.
IN WITNESS WHEREOF, each of the parties hereto, pursuant to
resolutions adopted by its Board of Directors, has caused this
Agreement to be executed by its duly authorized officer, all as of
the day and year first above written.
ROCK FINANCIAL CORPORATION
By: /s/ Alan D. Lipsky
Alan D. Lipsky
President & CEO
VALLEY NATIONAL BANCORP
By: /s/ Gerald H. Lipkin
Gerald H. Lipkin
Chairman & CEO