SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
August 29, 1994
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY
(State of Other Jurisdiction of Incorporation)
0-11179 22-2477875
(Commission File Number) (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 August 26, 1994, Valley National Bancorp ("Valley") entered
into a definitive agreement to acquire Rock Financial Corporation
("Rock"). Shareholders of Rock will receive 1.85 shares of Valley
Common Stock ("Valley Stock") for each share of Rock Common Stock
they own. Rock presently has outstanding 921,153 shares of stock
and has granted options for 27,511 shares. In connection with the
merger, Valley will issue 1,704,133 shares for Rock's outstanding
stock and will convert the options to 50,895 shares of Valley
stock.
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 $3.5 billion in
assets at June 30, 1994. Rock Financial had approximately $190
million in assets at June 30, 1994. Valley has 59 branches and
Rock has five branches.
The merger is subject to the approval of the Comptroller of
the Currency and the Federal Reserve Board of Governors and Rock
shareholders.
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The foregoing description of the acquisition terms is qualified in
its entirety by reference to the Agreement and Plan of Merger,
which is filed as an exhibit to this 8-K.
Item 7 - Exhibits:
(a) Press release, dated August 26, 1994
(b) Agreement and Plan of Merger, dated as of August 26, 1994, among Valley,
Valley National Bank, Rock and Rock Bank.
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: August 29, 1994 By: /s/Gerald H. Lipkin
Gerald H. Lipkin, Chairman
and Chief Executive Officer
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ITEM 7 - EXHIBIT (a)
FROM: Georgeson & Company, Inc. CONTACT: Ed Belak
Wall Street Plaza Senior Vice President
New York, NY 10005 (212) 440-9800
FOR: Valley National Bancorp John Harris
1445 Valley Road Senior Vice President
Wayne, NJ 07474-0558 (201) 305-4014
For Immediate Release: August 26, 1994
VALLEY NATIONAL BANCORP AND ROCK FINANCIAL CORP.
SIGN DEFINITIVE MERGER AGREEMENT
WAYNE, NJ - Gerald H. Lipkin, Chairman and Chief Executive
Officer of Valley National Bancorp (NYSE; VLY) and Alan D. Lipsky,
President and Chief Executive Officer of Rock Financial Corporation
(NASDAQ:RFIN) jointly announced today that they have signed a
definitive merger agreement by which Valley will acquire Rock
holding company for Rock Bank, a $190 million, five-branch bank
headquartered in North Plainfield. The merger previously announced
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 Administrative (SBA) lender,"
said Gerald H. Lipkin. "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
business, which is consistent with our corporate goal and
commitment of providing commercial loans to local entrepreneurs,"
Lipkin continued.
"Working with Rock's management we have been able to identify
some very significant cost savings. 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," said Lipkin.
VALLEY NATIONAL BANCORP AND ROCK FINANCIAL CORP
SIGN DEFINITIVE MERGER AGREEMENT - 2
Lipkin also noted that, "the merger with Rock Bank is
consistent with Valley's 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.
As previously announced, 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 921,153
outstanding shares of Rock common stock will be exchanged for 1.85
shares of Valley common stock. On July 5, 1994, Valley and Rock
signed a letter of intent to merge. Rock Financial Corporation
also granted Valley an option on shares of Rock's authorized but
unissued stock.
The acquisition is conditioned upon necessary bank regulatory
approvals, the approval of Rock's shareholders and other customary
conditions. The parties endeavor to consummate the merger in
December of this year.
Valley National Bank, the principal subsidiary of Valley
National Bancorp, currently has $3.5 billion in assets and operates
59 branches in Bergen, Essex, Hudson, Morris and Passaic counties.
ITEM 7 - EXHIBIT (b)
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT AND PLAN OF MERGER, dated as of August 26,
1994 ("Agreement"), is among Valley National Bancorp, a New Jersey
corporation and registered bank holding company ("Valley"), Valley
National Bank, a national banking association ("VNB"), Rock
Financial Corporation, a New Jersey corporation and registered bank
holding company ("Rock") and Rock Bank, a commercial bank chartered
under the laws of New Jersey ("Bank").
Valley desires to acquire Rock and Rock's Board of
Directors has determined, based upon the terms and conditions
hereinafter set forth, that the acquisition is in the best
interests of Rock and its stockholders. The acquisition will be
accomplished by merging Rock into Valley with Valley as the
surviving corporation and, at the same time, merging the Bank into
VNB with VNB as the surviving bank, and Rock shareholders receiving
the consideration hereinafter set forth. The Boards of Directors
of Rock, Valley, the Bank and VNB have duly adopted and approved
this Agreement and the Board of Directors of Rock has directed that
it be submitted to its shareholders for approval.
Rock and Valley entered into a letter of intent, dated
July 5, 1994 (the "Letter of Intent") and a Stock Option Agreement,
dated July 5, 1994 (the "Valley Stock Option") in contemplation of
entering into this Agreement.
Accordingly, the parties hereto agree as follows:
ARTICLE I
THE MERGER
1.1. The Merger. Subject to the terms and conditions of
this Agreement, at the Effective Time (as hereafter defined), Rock
shall be merged with and into Valley (the "Merger") in accordance
with the New Jersey Business Corporation Act and Valley shall be
the surviving corporation (the "Surviving Corporation").
Immediately following the Effective Time, Rock shall be merged with
and into VNB as provided in Section 1.7 hereof.
1.2. Effect of the Merger. At the Effective Time (as
hereafter defined), the Surviving Corporation shall be considered
the same business and corporate entity as each of Rock and Valley
and thereupon and thereafter, all the property, rights, powers and
franchises of each of Rock and Valley shall vest in the Surviving
Corporation and the Surviving Corporation shall be subject to and
be deemed to have assumed all of the debts, liabilities,
obligations and duties of each of Rock and Valley and shall have
succeeded to all of each of their relationships, fiduciary or
otherwise, as fully and to the same extent as if such property
rights, privileges, powers, franchises, debts, obligations, duties
and relationships had been originally acquired, incurred or entered
into by the Surviving Corporation.
1.3. Certificate of Incorporation. The certificate of
incorporation of Valley as it exists immediately prior to the
Effective Time shall not be amended by the Merger, but shall
continue as the certificate of incorporation of the Surviving
Corporation until otherwise amended as provided by law.
1.4. Bylaws. The bylaws of Valley as they exist
immediately prior to the Effective Date shall continue as the by-
laws of the Surviving Corporation until otherwise amended as
provided by law.
1.5. Directors and Officers. The directors and officers
of Valley as of the Effective Time shall continue as the directors
and officers of the Surviving Corporation.
1.6. Effective Time and Closing. The Merger shall
become effective (and be consummated) upon the filing of a
certificate of merger with the Secretary of State of the State of
New Jersey. The term "Effective Time" shall mean the date and time
when the Certificate of Merger is so filed. A closing (the
"Closing") shall take place prior to the Effective Time at 10:00
a.m., on the first business month-end date following the receipt of
all necessary regulatory and governmental approvals and consents
and the expiration of all statutory waiting periods in respect
thereof and the satisfaction or waiver of the conditions to the
consummation of the Merger specified in Article VI hereof (other
than the delivery of certificates, opinions and other instruments
and documents to be delivered at the Closing), at Valley's main
office or at such other place, time or date as Valley and Rock may
mutually agree upon. When all necessary regulatory and
governmental approvals and consents have been received and all
statutory waiting periods in respect thereto are scheduled to
expire on a date certain (or have already expired) and all other
conditions to the consummation of the Merger specified in Article
VI hereof (other than the delivery of certificates, opinions and
other instruments and documents to be delivered at the Closing)
have been met, then the parties shall schedule a date for the
Closing (the "Scheduled Closing Date"). Immediately following the
Closing, a Certificate of Merger shall be filed with the New Jersey
Secretary of State.
1.7. The Bank Merger. Immediately following the
Effective Time, the Bank shall be merged with and into VNB (the
"Bank Merger") in accordance with the provisions of the National
Bank Act and the New Jersey Banking Act of 1948, as amended, and
VNB shall be the surviving bank (the "Surviving Bank"). Upon the
consummation of the Bank Merger, the separate existence of the Bank
shall cease and the Surviving Bank shall be considered the same
business and corporate entity as each of the Bank and VNB and all
of the property, rights, powers and franchises of each of the Bank
and VNB shall vest in the Surviving Bank and the Surviving Bank
shall be deemed to have assumed all of the debts, liabilities,
obligations and duties of each of the Bank and VNB and shall have
succeeded to all of each of their relationships, fiduciary or
otherwise, as fully and to the same extent as if such property
rights, privileges, powers, franchises, debts, obligations, duties
and relationships had been originally acquired, incurred or entered
into by the Surviving Bank. Upon the consummation of the Bank
Merger, the articles of association and by-laws of VNB shall become
the articles of association and by-laws of the Surviving Bank and
the officers and directors of VNB shall be the officers and
directors of the Surviving Bank with such additions from the
officers of the Bank as VNB's Board of Directors shall specify. In
connection with the execution of this Agreement, the Bank and VNB
shall execute and deliver a separate merger agreement (the "Bank
Merger Agreement") in the form of Appendix A, annexed hereto, for
delivery to the OCC (as hereafter defined) and the Commissioner (as
hereafter defined) for approval of the Bank Merger.
ARTICLE II
CONVERSION OF ROCK SHARES
2.1. Conversion of Rock Shares and Options. Each share
of common stock, $3.33 par value, of Rock ("Rock Common Stock"),
issued and outstanding immediately prior to the Effective Time, and
each validly outstanding option to purchase Rock Common Stock,
shall, by virtue of the Merger and without any action on the part
of the holder thereof, be converted, paid or cancelled as follows:
(a) Rock Common Stock. Each share of Rock Common Stock
shall be converted into and represent the right to receive 1.85
(the "Exchange Ratio") shares of Valley's common stock, no par
value ("Valley Common Stock"), subject to adjustments as set forth
in this subsection 2.1(a).
(i) The Exchange Ratio and the Average Closing
Price (as hereafter defined) shall be appropriately adjusted
for any stock split, stock dividend, stock combination,
reclassification or similar transaction ("Capital Change")
effected by Valley with respect to Valley Common Stock between
the date hereof and the Effective Date. The parties shall
mutually agree upon such adjustment in writing or, if unable
to agree, shall arbitrate the dispute, using a mutually agreed
upon arbitrator whose decision shall be final and non-
appealable.
(ii) The Exchange Ratio may be adjusted upward by
mutual written consent of Valley and Rock if Rock shall have
the right to terminate this Agreement as specified in Section
7.1(d) of this Agreement.
(iii) No fractional shares of Valley Common Stock
will be issued, and in lieu thereof, each holder of Rock
Common Stock who would otherwise be entitled to a fractional
interest will receive an amount in cash determined by
multiplying such fractional interest by the Average Closing
Price (as hereafter defined).
(iv)The "Average Closing Price" shall mean the
average price of Valley Common Stock calculated based upon the
closing price during the first 10 of the 15 consecutive
trading days immediately preceding the Closing. The Average
Closing Price shall be determined by (x) first, recording the
closing price (the "Daily Price") of Valley Common Stock
reported on the New York Stock Exchange and published in The
Wall Street Journal during the first 10 of the 15 consecutive
trading days immediately preceding the Closing; and
(y) second, computing the average of the Daily Prices in the
10 day period.
(b) Rock Stock Options. At the Effective Time, each
outstanding option to purchase Rock Common Stock (a "Rock Option")
granted under the Stock Option Plans of Rock (the "Rock Option
Plans") shall be converted, at the election of the holder of such
Rock Option (an "optionee"), as follows:
(i) into an option to purchase Valley Common Stock,
wherein (x) the right to purchase shares of Rock Common Stock
pursuant to the Rock Option shall be converted into the right
to purchase that same number of shares of Valley Common Stock
multiplied by the Exchange Ratio, (y) the option exercise
price per share of Valley Common Stock shall be the previous
option exercise price per share of the Rock Common Stock
divided by the Exchange Ratio and (z) in all other material
respects the option shall be subject to the same terms and
conditions as governed the Rock Option on which it was based,
including the length of time within which the option may be
exercised; or
(ii) if the Rock Option is fully vested at the
Closing, into the right to receive immediately after the
Effective Time a number of whole shares of Valley Common Stock
equal to the excess of (x) the sum determined by multiplying
(A) the number of shares of Rock Common Stock covered by the
Rock Option, times (B) the Exchange Ratio, times (C) the
Average Closing Price, less (y) the aggregate exercise price
for the Rock Option. No fractional shares of Valley Common
Stock shall be issued pursuant to this Section 2.1(b)(ii), and
in lieu thereof, each optionee who would otherwise be entitled
to a fractional interest will receive an amount in cash
determined by multiplying such fractional interest by the
Average Closing Price.
2.2. Exchange of Shares.
(a) Rock and Valley hereby appoint Valley National Bank,
Trust Department (the "Exchange Agent") as the Exchange Agent for
purposes of effecting the conversion of Rock Common Stock and the
Rock Option. As soon as practicable after the Effective Time, the
Exchange Agent shall mail to each holder of record (a "Record
Holder") of a certificate or certificates which, immediately prior
to the Effective Time represented outstanding shares of Rock Common
Stock (the "Certificates"), a mutually agreed upon letter of
transmittal (which shall specify that delivery shall be effected,
and risk of loss and title to the Certificates shall pass, only
upon delivery of the Certificates to the Exchange Agent), and
instructions for use in effecting the surrender of the Certificates
in exchange for Valley Common Stock (and cash in lieu of fractional
shares) as provided in Section 2.1. Upon surrender of a
Certificate for exchange and cancellation to the Exchange Agent,
together with such letter of transmittal, duly executed, the Record
Holder shall be entitled to promptly receive in exchange for such
Certificate the consideration as provided in Section 2.1 hereof and
the Certificates so surrendered shall be cancelled. The Exchange
Agent shall not be obligated to deliver or cause to be delivered to
any Record Holder the consideration to which such Record Holder
would otherwise be entitled until such Record Holder surrenders the
Certificate for exchange or, in default thereof, an appropriate
Affidavit of Loss and Indemnity Agreement and/or a bond as may be
reasonably required in each case by Valley. Notwithstanding the
time of surrender of the Certificates, Record Holders shall be
deemed shareholders of Valley for all purposes from the Effective
Time, except that Valley shall withhold the payment of dividends
from any Record Holder until such Record Holder effects the
exchange of Certificates for Valley Common Stock. (Such Record
Holder shall receive such withheld dividends, without interest,
upon effecting the share exchange.) With respect to each
outstanding Rock Option the Exchange Agent shall, 30 days prior to
Closing, distribute option election forms to each optionee and,
upon receipt from the optionee of a properly completed option
election, shall after the Effective Time distribute to the optionee
Valley Common Stock or an amendment to the option grant evidencing
the conversion of the grant to an option to purchase Valley Common
Stock in accordance with Section 2.1 hereof.
(b) After the Effective Time, there shall be no
transfers on the stock transfer books of Rock of the shares of Rock
Common Stock which were outstanding immediately prior to the
Effective Time and, if any Certificates representing such shares
are presented for transfer, they shall be cancelled and exchanged
for the Merger consideration.
(c) If payment of the consideration pursuant to Section
2.1 hereof is to be made in a name other than that in which the
Certificate surrendered in exchange therefor is registered, it
shall be a condition of such payment that the Certificate so
surrendered shall be properly endorsed (or accompanied by an
appropriate instrument of transfer) and otherwise in proper form
for transfer, and that the person requesting such payment shall pay
to the Exchange Agent in advance any transfer or other taxes
required by reason of the payment to a person other than that of
the registered holder of the Certificate surrendered, or required
for any other reason, or shall establish to the satisfaction of the
Exchange Agent that such tax has been paid or is not payable.
2.3. No Dissenters' Rights. Consistent with the
provisions of the New Jersey Business Corporation Act, no Record
Holder shall have the right to dissent.
2.4. Valley Shares. The shares of Valley Common Stock
outstanding at the Effective Time shall not be affected by the
Merger, but along with the additional shares of Valley Common Stock
to be issued as provided in Section 2.1 hereof, shall become the
outstanding common stock of the Surviving Corporation.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF ROCK
References herein to "Rock Disclosure Schedule" shall
mean all of the disclosure schedules required by this Article III,
dated as of the date hereof and referenced to the specific sections
and subsections of Article III of this Agreement, which have been
delivered on the date hereof by Rock to Valley. Rock hereby
represents and warrants to Valley as follows:
3.1. Corporate Organization.
(a) Rock is a corporation duly organized, validly
existing and in good standing under the laws of the State of New
Jersey. Rock has the corporate power and authority to own or lease
all of its properties and assets and to carry on its business as it
is now being conducted and is duly licensed or qualified to do
business and is in good standing in each jurisdiction in which the
nature of the business conducted by it or the character or location
of the properties and assets owned or leased by it makes such
licensing or qualification necessary, except where the failure to
be so licensed, qualified or in good standing would not have a
material adverse effect on the business, operations, assets or
financial condition of Rock on a consolidated basis. Rock is
registered as a bank holding company under the Bank Holding Company
Act of 1956, as amended ("BHCA").
(b) Each of the Subsidiaries of Rock are listed in the
Rock Disclosure Schedule. The term "Subsidiary", when used in this
Agreement with respect to Rock, means any corporation, joint
venture, association, partnership, trust or other entity in which
Rock has, directly or indirectly at least a 50% interest or acts as
a general partner. Each Subsidiary of Rock is duly organized,
validly existing and in good standing under the laws of its state
of incorporation. The Bank is a New Jersey banking corporation
whose deposits are insured by the Bank Insurance Fund of the
Federal Deposit Insurance Corporation ("FDIC") to the fullest
extent permitted by law. Each Subsidiary of Rock has the corporate
power and authority to own or lease all of its properties and
assets and to carry on its business as it is now being conducted
and is duly licensed or qualified to do business and is in good
standing in each jurisdiction in which the nature of the business
conducted by it or the character or location of the properties and
assets owned or leased by it makes such licensing or qualification
necessary, except where the failure to be so licensed, qualified or
in good standing would not have a material adverse effect on the
business, operations, assets or financial condition of Rock and its
Subsidiaries. The Rock Disclosure Schedule sets forth true and
complete copies of the Certificate of Incorporation and Bylaws of
Rock and each Rock Subsidiary as in effect on the date hereof.
Except as set forth in the Disclosure Schedule, Rock does not own
or control, directly or indirectly, any equity interest in any
corporation, company, association, partnership, joint venture or
other entity and owns no real estate, except real estate used for
its banking premises.
3.2. Capitalization. The authorized capital stock of
Rock consists of 2,500,000 shares of Rock Common Stock and 250,000
shares of preferred stock ("Rock Preferred Stock"). As of August
22, 1994, there were 921,153 shares of Rock Common Stock issued and
outstanding and 8,693 shares issued and held in the treasury.
There are no shares of Rock Preferred Stock issued or outstanding.
As of August 22, 1994, there were 27,511 shares of Rock Common
Stock issuable upon exercise of outstanding Rock Options granted to
officers and employees of the Bank pursuant to the Rock Option
Plan. The Rock Disclosure Schedule sets forth true and complete
copies of the Rock Option Plans and of each outstanding Rock
Option. All issued and outstanding shares of Rock Common Stock,
and all issued and outstanding shares of capital stock of each Rock
Subsidiary, have been duly authorized and validly issued, are fully
paid, and nonassessable. The authorized capital stock of the Bank
consists of 131,957 shares of common stock, $10.00 par value. All
of the outstanding shares of capital stock of each Rock Subsidiary
are owned by Rock and are free and clear of any liens,
encumbrances, charges, restrictions or rights of third parties.
Except for the Rock Options and the Valley Stock Option, neither
Rock nor any Rock Subsidiary has or is bound by any outstanding
subscriptions, options, warrants, calls, commitments or agreements
of any character calling for the transfer, purchase or issuance of
any shares of capital stock of Rock or any Rock Subsidiary or any
securities representing the right to purchase or otherwise receive
any shares of such capital stock or any securities convertible into
or representing the right to purchase or subscribe for any such
shares, and there are no agreements or understandings with respect
to voting of any such shares.
3.3. Authority; No Violation.
(a) Subject to the approval of this Agreement and the
transactions contemplated hereby by the stockholders of Rock, and
subject to the parties obtaining all necessary regulatory
approvals, Rock and the Bank have full corporate power and
authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby in accordance with the terms
hereof. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
and validly approved by the Boards of Directors of Rock and the
Bank in accordance with their respective Certificates of
Incorporation and applicable laws and regulations. The execution
and delivery of the Bank Merger Agreement has been duly and validly
approved by the Board of Directors of the Bank in accordance with
the Certificate of Incorporation of the Bank and applicable laws
and regulations. Except for the approvals described in paragraph
(b) below, no other corporate proceedings on the part of Rock or
the Bank are necessary to consummate the transactions contemplated
hereby (except for the approval by Rock of the Bank Merger
Agreement). This Agreement has been duly and validly executed and
delivered by Rock and the Bank, and constitutes valid and binding
obligations of Rock and the Bank, enforceable against Rock and the
Bank in accordance with its terms.
(b) Neither the execution and delivery of this Agreement
by Rock and the Bank, nor the consummation by Rock and the Bank of
the transactions contemplated hereby in accordance with the terms
hereof, or compliance by Rock and the Bank with any of the terms or
provisions hereof, will (i) violate any provision of Rock's or the
Bank's Certificate of Incorporation or other governing instrument
or Bylaws, (ii) assuming that the consents and approvals set forth
below are duly obtained, violate any statute, code, ordinance,
rule, regulation, judgment, order, writ, decree or injunction
applicable to Rock or the Bank or any of their respective
properties or assets, or (iii) except as set forth in the Rock
Disclosure Schedule, violate, conflict with, result in a breach of
any provisions of, constitute a default (or an event which, with
notice or lapse of time, or both, would constitute a default)
under, result in the termination of, accelerate the performance
required by, or result in the creation of any lien, security
interest, charge or other encumbrance upon any of the respective
properties or assets of Rock or the Bank under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture,
deed of trust, license, lease, agreement or other instrument or
obligation to which Rock or the Bank is a party, or by which either
or both of them or any of their respective properties or assets may
be bound or affected except, with respect to (ii) and (iii) above,
such as individually and in the aggregate will not have a material
adverse effect on the business, operations, assets or financial
condition of Rock and its Subsidiaries on a consolidated basis, and
which will not prevent or delay the consummation of the
transactions contemplated hereby. Except for consents and
approvals of or filings or registrations with or notices to the
Comptroller of the Currency ("OCC"), the Commissioner of Banking of
the State of New Jersey (the "Commissioner"), the Board of
Governors of the Federal Reserve System ("FRB"), the Securities and
Exchange Commission ("SEC"), the Secretary of State of the State of
New Jersey, and the stockholders of Rock, no consents or approvals
of or filings or registrations with or notices to any third party
or any public body or authority are necessary on behalf of Rock or
the Bank in connection with (x) the execution and delivery by Rock
and the Bank of this Agreement and (y) the consummation by Rock and
the Bank of transactions contemplated hereby and (z) the execution
and delivery by the Bank of the Bank Merger Agreement and the
consummation by the Bank of the transactions contemplated thereby.
3.4. Financial Statements.
(a) The Rock Disclosure Schedule sets forth copies of
the consolidated statements of condition of Rock as of December 31,
1991, 1992 and 1993, and the related consolidated statements of
income, stockholders' equity and cash flows for the periods ended
December 31 in each of the three years 1991 through 1993, in each
case accompanied by the audit report of KPMG Peat Marwick,
independent public accountants with respect to Rock, and the
unaudited consolidated statements of condition and related
consolidated statements of income, stockholders' equity and cash
flows of Rock for the periods ended March 31, 1994 and June 30,
1994, as filed with the SEC on Form 10-Q (collectively, the "Rock
Financial Statements"). The Rock Financial Statements (including
the related notes) have been prepared in accordance with generally
accepted accounting principles consistently applied during the
periods involved, and fairly present the consolidated financial
condition of Rock and its Subsidiaries as of the respective dates
set forth therein, and the related consolidated statements of
income, stockholders' equity and cash flows fairly present the
results of the consolidated operations, stockholders' equity and
cash flows of Rock and its Subsidiaries for the respective periods
set forth therein.
(b) The books and records of Rock and its Subsidiaries
have been and are being maintained in material compliance with
applicable legal and accounting requirements, and reflect only
actual transactions.
(c) Except as and to the extent reflected, disclosed or
reserved against in the Rock Financial Statements (including the
notes thereto), as of June 30, 1994 neither Rock nor any of its
Subsidiaries had any liabilities, whether absolute, accrued,
contingent or otherwise material to the business, operations,
assets or financial condition of Rock or any of its Subsidiaries.
Since June 30, 1994 and to the date hereof, neither Rock nor any of
its Subsidiaries have incurred any liabilities except in the
ordinary course of business and consistent with prudent banking
practice, except as specifically contemplated by this Agreement.
3.5. Broker's and Other Fees. Neither Rock nor any of
its Subsidiaries nor any of their respective directors or officers
has employed any broker or finder or incurred any liability for any
broker's or finder's fees or commissions in connection with any of
the transactions contemplated by this Agreement. There are no fees
(other than time charges billed at usual and customary rates)
payable to any consultants, including lawyers and accountants, in
connection with this transaction or which would be triggered by
consummation of this transaction or the termination of the services
of such consultants by Rock or any of its Subsidiaries other than
(a) fees which will be payable by Rock to Ryan Beck & Co., Inc.
("Ryan Beck") for its fairness opinion and (b) fees previously paid
by Rock to Capital Consultants of Princeton, Inc. ("CCPI") for
services performed prior to the date hereof. Copies of the
agreements with Ryan Beck and CCPI are set forth in the Rock
Disclosure Schedule.
3.6. Absence of Certain Changes or Events.
(a) There has not been any material adverse change in
the business, operations, assets or financial condition of Rock and
its Subsidiaries on a consolidated basis since June 30, 1994 and to
the best of Rock's knowledge, no facts or conditions exist which
Rock believes will cause or is likely to cause such a material
adverse change in the future.
(b) Except as set forth in the Rock Disclosure Schedule,
neither Rock nor any of its Subsidiaries has taken or permitted any
of the actions set forth in Section 5.2 hereof between June 30,
1994 and the date hereof and Rock and the Rock Subsidiaries have
conducted their business only in the ordinary course, consistent
with past practice.
3.7. Legal Proceedings. Except as disclosed in the Rock
Disclosure Schedule, neither Rock nor any of its Subsidiaries is a
party to any, and there are no pending or, to the best of Rock's
knowledge, threatened, legal, administrative, arbitral or other
proceedings, claims, actions or governmental investigations of any
nature against Rock or any of its Subsidiaries. Except as
disclosed in the Rock Disclosure Schedule, neither Rock nor any of
its Subsidiaries is a party to any order, judgment or decree
entered against Rock or any Rock Subsidiary in any lawsuit or
proceeding.
3.8. Taxes and Tax Returns.
(a) Rock and each Rock Subsidiary have duly filed (and
until the Effective Time will so file) all returns, declarations,
reports, information returns and statements ("Returns") required to
be filed by them in respect of any federal, state and local taxes
(including withholding taxes, penalties or other payments required)
and each has duly paid (and until the Effective Time will so pay)
all such taxes due and payable, other than taxes or other charges
which are being contested in good faith (and disclosed to Valley in
writing). Rock and each Rock Subsidiary have established (and
until the Effective Time will establish) on their books and records
reserves that are adequate for the payment of all federal, state
and local taxes not yet due and payable, but are incurred in
respect of Rock or any Rock Subsidiary through such date. Except
as set forth in the Rock Disclosure Schedule, the federal income
tax returns of Rock and its Subsidiaries have been examined by the
Internal Revenue Service (the "IRS") (or are closed to examination
due to the expiration of the applicable statute of limitations) and
no deficiencies were asserted as a result of such examinations
which have not been resolved and paid in full. Except as set forth
in the Rock Disclosure Schedule, the applicable state income tax
returns of Rock and its Subsidiaries have been examined by the
applicable authorities (or are closed to examination due to the
expiration of the statute of limitations) and no deficiencies were
asserted as a result of such examinations which have not been
resolved and paid in full. To the best knowledge of Rock, there
are no audits or other administrative or court proceedings
presently pending nor any other disputes pending, or claims
asserted for, taxes or assessments upon Rock or any of its
Subsidiaries, nor has Rock or any of its Subsidiaries given any
currently outstanding waivers or comparable consents regarding the
application of the statute of limitations with respect to any taxes
or tax Returns.
(b) Except as set forth in the Rock Disclosure Schedule,
neither Rock nor any of its Subsidiaries (i) has requested any
extension of time within which to file any tax Return which Return
has not since been filed, (ii) is a party to any agreement
providing for the allocation or sharing of taxes, (iii) is required
to include in income any adjustment pursuant to Section 481(a) of
the Internal Revenue Code of 1986, as amended (the "Code"), by
reason of a voluntary change in accounting method initiated by Rock
or any Rock Subsidiary (nor does Rock have any knowledge that the
IRS has proposed any such adjustment or change of accounting
method) or (iv) has filed a consent pursuant to Section 341(f) of
the Code or agreed to have Section 341(f)(2) of the Code apply.
3.9. Employee Benefit Plans.
(a) Except as disclosed in the Rock Disclosure Schedule,
neither Rock nor any of its Subsidiaries maintains or contributes
to any "employee pension benefit plan", within the meaning of
Section 3(2)(A) of the Employee Retirement Income Security Act of
1974, as amended ("ERISA") (the "Rock Pension Plans"), "employee
welfare benefit plan", within the meaning of Section 3(1) of ERISA
(the "Rock Welfare Plans"), stock option plan, stock purchase plan,
deferred compensation plan, severance plan, bonus plan, employment
agreement or other similar plan, program or arrangement. Neither
Rock nor any of its Subsidiaries has, since September 2, 1974,
contributed to any "Multiemployer Plan", within the meaning of
Sections 3(37) and 4001(a)(3) of ERISA.
(b) Rock has delivered to Valley a complete and accurate
copy of each of the following with respect to each of the Rock
Pension Plans and Rock Welfare Plans: (1) plan document, summary
plan description, and summary of material modifications (if not
available, a detailed description of the foregoing); (ii) trust
agreement or insurance contract, if any; (iii) most recent IRS
determination letter, if any; (iv) most recent actuarial report, if
any; and (v) most recent annual report on Form 5500.
(c) The present value of all accrued benefits under each
of the Rock Pension Plans subject to Title IV of ERISA, based upon
the actuarial assumptions used for purposes of the most recent
actuarial valuation prepared by such Pension Plan's actuary, did
not exceed the then current value of the assets of such plans
allocable to such accrued benefits.
(d) During the last five years, the Pension Benefit
Guaranty Corporation has not asserted any claim for liability
against Rock or any of its Subsidiaries which has not been paid in
full.
(e) All premiums (and interest charges and penalties for
late payment, if applicable) due to the Pension Benefit Guaranty
Corporation (the "PBGC") with respect to each Rock Pension Plan
have been paid. All contributions required to be made to each Rock
Pension Plan under the terms thereof, ERISA or other applicable law
have been timely made, and all amounts properly accrued to date as
liabilities of Rock and its Subsidiaries which have not been paid
have been properly recorded on the books of Rock and its
Subsidiaries.
(f) Each of the Rock Pension Plans, the Rock Welfare
Plans and each other plan and arrangement identified on the Rock
Disclosure Schedule has been operated in compliance in all material
respects with the provisions of ERISA, the Code, all regulations,
rulings and announcements promulgated or issued thereunder, and all
other applicable governmental laws and regulations. Furthermore,
the IRS has issued a favorable determination letter with respect to
each of the Rock Pension Plans and, except as disclosed in the Rock
Disclosure Schedule, Rock is not aware of any fact or circumstance
which would disqualify either plan, that could not be retroactively
corrected (in accordance with the procedures of the IRS).
(g) To the best knowledge of Rock, no non-exempt
prohibited transaction, within the meaning of Section 4975 of the
Code or 406 of ERISA, has occurred with respect to any of the Rock
Welfare Plans or Rock Pension Plans.
(h) No Rock Pension Plan or any trust created thereunder
has been terminated, nor have there been any "reportable events",
within the meaning of Section 4034(b) of ERISA, with respect to any
of the Rock Pension Plans.
(i) No "accumulated funding deficiency", within the
meaning of Section 412 of the Code, has been incurred with respect
to any of the Rock Pension Plans.
(j) Except as disclosed in the Rock Disclosure Schedule,
there are no pending, or, to the best knowledge of Rock, threatened
or anticipated claims (other than routine claims for benefits) by,
on behalf of or against any of the Rock Pension Plans or the Rock
Welfare Plans, any trusts related thereto or any other plan or
arrangement identified in the Rock Disclosure Schedule.
(k) Except as disclosed in the Rock Disclosure Schedule,
no Rock Pension or Welfare Plan provides medical or death benefits
(whether or not insured) beyond an employee's retirement or other
termination of service, other than (i) coverage mandated by law, or
(ii) death benefits under any Rock Pension Plan.
(l) Except with respect to customary health, life and
disability benefits or as disclosed in the Rock Disclosure
Schedule, there are no unfunded benefits obligations which are not
accounted for by reserves shown on the financial statements and
established under generally accepted accounting principles, or
otherwise noted on such financial statements.
(m) With respect to each Rock Pension and Welfare Plan
that is funded wholly or partially through an insurance policy,
there will be no liability of Rock or any Rock Subsidiary as of the
Effective Time under any such insurance policy or ancillary
agreement with respect to such insurance policy in the nature of a
retroactive rate adjustment, loss sharing arrangement or other
actual or contingent liability arising wholly or partially out of
events occurring prior to the Effective Time.
(n) Except as agreed to by Valley in writing, the
consummation of the transactions contemplated by this Agreement
will not (i) entitle any current or former employee of Rock or any
Rock Subsidiary to severance pay, unemployment compensation or any
similar payment, (ii) accelerate the time of payment, vesting, or
increase the amount, of any compensation due to any current
employee or former employee under any Rock Pension or Welfare Plan,
or (iii) result in payments not deductible by reason of Section
280G of the Code.
3.10. Reports.
(a) Each communication mailed by Rock to its
stockholders since January 1, 1991, and each annual, quarterly or
special report, proxy statement or communication, as of its date,
complied in all material respects with all applicable statutes,
rules and regulations enforced or promulgated by the applicable
regulatory agency and did not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements made
therein, in light of the circumstances under which they were made,
not misleading; provided that disclosures as of a later date shall
be deemed to modify disclosures as of an earlier date.
(b) Rock and the Bank have, since January 1, 1991, duly
filed with the FDIC and the FRB in correct form the monthly,
quarterly and annual reports required to be filed under applicable
laws and regulations, and Rock promptly will deliver or make
available to Valley accurate and complete copies of such reports.
The Rock Disclosure Schedule lists all examinations of Rock or the
Bank conducted by either the FDIC or the FRB since January 1, 1991
and the dates of any responses thereto submitted by Rock or the
Bank.
3.11. Rock and Bank Information. The information
relating to Rock and the Bank to be contained in the Proxy
Statement/Prospectus (as defined in Section 5.6(a) hereof) to be
delivered to stockholders of Rock in connection with the
solicitation of their approval of this Agreement and the
transactions contemplated hereby, as of the date the Proxy
Statement/Prospectus is mailed to stockholders of Rock, and up to
and including the date of the meeting of stockholders to which such
Proxy Statement/Prospectus relates, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading.
3.12. Compliance with Applicable Law.
(a) General. Except as set forth in the Rock Disclosure
Schedule, each of Rock and the Rock Subsidiaries hold all material
licenses, franchises, permits and authorizations necessary for the
lawful conduct of its business under and pursuant to each, and has
complied with and is not in default in any respect under any,
applicable law, statute, order, rule, regulation, policy and/or
guideline of any federal, state or local governmental authority
relating to Rock or the Bank (other than where such defaults or
non-compliances will not, alone or in the aggregate, result in a
material adverse effect on the business, operations, assets or
financial condition of Rock and its Subsidiaries on a consolidated
basis) and Rock has not received notice of violation of, and does
not know of any violations of, any of the above.
(b) CRA. Without limiting the foregoing, the Bank has
complied in all material respects with the Community Reinvestment
Act ("CRA") and Rock has no reason to believe that any person or
group would object to the consummation of this Merger due to the
CRA performance of or rating of the Bank. Except as listed on the
Disclosure Statement, no person or group has adversely commented
upon the Bank's CRA performance.
3.13. Certain Contracts.
(a) Except as disclosed in the Rock Disclosure Schedule
under this Section or Section 3.5, (i) neither Rock nor any Rock
Subsidiary is a party to or bound by any contract or understanding
(whether written or oral) with respect to the employment or
termination of any present or former officers, employees, directors
or consultants. The Rock Disclosure Schedule sets forth true and
correct copies of all employment agreements or termination
agreements with officers, employees, directors, or consultants to
which Rock or any Rock Subsidiary is a party.
(b) Except as disclosed in the Rock Disclosure Schedule,
(i) as of the date of this Agreement, neither Rock nor any Rock
Subsidiary is a party to or bound by any commitment, agreement or
other instrument which is material to the business operations,
assets or financial condition of Rock and its Subsidiaries on a
consolidated basis, (ii) no commitment, agreement or other
instrument to which Rock or any Rock Subsidiary is a party or by
which any of them is bound limits the freedom of Rock or any Rock
Subsidiary to compete in any line of business or with any person,
and (iii) neither Rock nor any Rock Subsidiary is a party to any
collective bargaining agreement.
(c) Except as disclosed in the Rock Disclosure Schedule,
neither Rock nor any Rock Subsidiary nor, to the best knowledge of
Rock, any other party thereto, is in default in any material
respect under any material lease, contract, mortgage, promissory
note, deed of trust, loan or other commitment or arrangement.
3.14. Properties and Insurance.
(a) Rock and its Subsidiaries have good and, as to owned
real property, marketable title to all material assets and
properties, whether real or personal, tangible or intangible,
reflected in Rock's consolidated balance sheet as of December 31,
1993, or owned and acquired subsequent thereto (except to the
extent that such assets and properties have been disposed of for
fair value in the ordinary course of business since December 31,
1993), subject to no encumbrances, liens, mortgages, security
interests or pledges, except (i) those items that secure
liabilities that are reflected in such balance sheet or the notes
thereto or incurred in the ordinary course of business after the
date of such balance sheet, (ii) statutory liens for amounts not
yet delinquent or which are being contested in good faith, (iii)
such encumbrances, liens, mortgages, security interests, pledges
and title imperfections that are not in the aggregate material to
the business, operations, assets, and financial condition of Rock
and its Subsidiaries taken as a whole and (iv) with respect to
owned real property, title imperfections noted in title reports
delivered to Valley prior to the date hereof. Rock and its
Subsidiaries as lessees have the right under valid and subsisting
leases to occupy, use, possess and control all property leased by
them in all material respects as presently occupied, used,
possessed and controlled by them.
(b) The Rock Disclosure Schedule lists all policies of
insurance covering business operations and all insurable properties
and assets of Rock and its Subsidiaries showing all risks insured
against, in each case under valid, binding and enforceable policies
or bonds, with such amounts and such deductibles as are specified.
As of the date hereof, neither Rock nor any of its Subsidiaries has
received any notice of cancellation or notice of a material
amendment of any such insurance policy or bond or is in default
under such policy or bond, no coverage thereunder is being disputed
and all material claims thereunder have been filed in a timely
fashion.
3.15. Minute Books. The minute books of Rock and its
Subsidiaries contain accurate records of all meetings and other
corporate action held of their respective stockholders and Boards
of Directors (including committees of their respective Boards of
Directors).
3.16. Environmental Matters. Except as disclosed in the
Rock Disclosure Schedule, neither Rock nor any of its Subsidiaries
has received any written notice, citation, claim, assessment,
proposed assessment or demand for abatement alleging that Rock or
any of its Subsidiaries (either directly or as a
successor-in-interest in connection with the enforcement of
remedies to realize the value of properties serving as collateral
for outstanding loans) is responsible for the correction or
clean-up of any condition material to the business, operations,
assets or financial condition of Rock or its Subsidiaries. Except
as disclosed in the Rock Disclosure Schedule, Rock has no knowledge
that any toxic or hazardous substances or materials have been
emitted, generated, disposed of or stored on any property owned or
leased by Rock or any of its Subsidiaries in any manner that
violates or, after the lapse of time may violate, any presently
existing federal, state or local law or regulation governing or
pertaining to such substances and materials.
3.17. Reserves. As of the date hereof, the reserve for
loan and lease losses in the Rock Financial Statements is adequate
based upon past loan loss experiences and potential losses in the
current portfolio to cover all known or anticipated loan losses.
3.18. No Parachute Payments. No officer, director,
employee or agent (or former officer, director, employee or agent)
of Rock or any Rock Subsidiary is entitled now, or will or may be
entitled to as a consequence of this Agreement or the Merger, to
any payment or benefit from Rock, a Rock Subsidiary, Valley or VNB
which if paid or provided would constitute an "excess parachute
payment", as defined in Section 280G of the Code or regulations
promulgated thereunder.
3.19 Preferred Lender Program. The Bank has been
approved by the United States Small Business Administration ("SBA")
as a preferred lender under the SBA preferred lender program until
July 1, 1995 (the "Expiration Date"). The SBA has not taken any
action or threatened to take any action which would cause the Bank
to lose its status prior to the Expiration Date. VNB as the
surviving bank in the Bank Merger shall, as the legal successor in
interest to the Bank, continue to be licensed as a preferred lender
under the SBA program.
3.20. Disclosure. There are no material facts
concerning the business, operations, assets or financial condition
of Rock or its Subsidiaries which have not been disclosed to Valley
which could have a material adverse effect on the business,
operations or financial condition of Rock or its Subsidiaries on a
consolidated basis. No representation or warranty contained in
Article III of this Agreement contains any untrue statement of a
material fact or omits to state a material fact necessary to make
the statements herein not misleading.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF VALLEY
References herein to the "Valley Disclosure Schedule"
shall mean all of the disclosure schedules required by this Article
IV, dated as of the date hereof and referenced to the specific
sections and subsections of Article IV of this Agreement, which
have been delivered on the date hereof by Valley to Rock. Valley
hereby represents and warrants to Rock as follows:
4.1. Corporate Organization.
(a) Valley is a corporation duly organized and validly
existing and in good standing under the laws of the State of New
Jersey. Valley has the corporate power and authority to own or
lease all of its properties and assets and to carry on its business
as it is now being conducted, and is duly licensed or qualified to
do business and is in good standing in each jurisdiction in which
the nature of the business conducted by it or the character or
location of the properties and assets owned or leased by it makes
such licensing or qualification necessary, except where the failure
to be so licensed, qualified or in good standing would not have a
material adverse effect on the business, operations, assets or
financial condition of Valley or its Subsidiaries (defined below).
Valley is registered as a bank holding company under the BHCA.
(b) Each of the Subsidiaries of Valley are listed in the
Valley Disclosure Schedule. The term "Subsidiary" when used in
this Agreement with reference to Valley, means any corporation,
joint venture, association, partnership, trust or other entity in
which Valley has, directly or indirectly, at least a 50% interest
or acts as a general partner. Each Subsidiary of Valley is duly
organized and validly existing and in good standing under the laws
of the jurisdiction of its incorporation. VNB is a national bank
whose deposits are insured by the Bank Insurance Fund of the FDIC
to the fullest extent permitted by law. Each Subsidiary of Valley
has the corporate power and authority to own or lease all of its
properties and assets and to carry on its business as it is now
being conducted and is duly licensed or qualified to do business
and is in good standing in each jurisdiction in which the nature of
the business conducted by it or the character or location of the
properties and assets owned or leased by it makes such licensing or
qualification necessary, except where the failure to be so
licensed, qualified or in good standing would not have a material
adverse effect on the business, operations, assets or financial
condition of Valley and its Subsidiaries.
4.2. Capitalization. The authorized capital stock of
Valley consists solely of 37,537,500 shares of Valley Common Stock.
As of June 30, 1994, there were 27,121,647 shares of Valley Common
Stock issued and outstanding, including 113,003 treasury shares.
Since such date, and from time to time hereafter, Valley may
repurchase shares of its Common Stock. Since June 30, 1994, to and
including the date of this Agreement, no additional shares of
Valley Common Stock have been issued except in connection with
exercises of options granted under the Long-Term Stock Incentive
Plan of Valley (the "Valley Option Plan") or grants of restricted
stock under the Valley Option Plan or upon exercise of outstanding
Warrants (as hereafter defined). As of June 30, 1994, except for
462,857 shares of Valley Common Stock issuable upon exercise of
outstanding stock options and stock appreciation rights granted
pursuant to the Valley Option Plan, and except for 641,357 shares
issuable upon exercise of the 310,961 outstanding warrants issued
by Valley in connection with the acquisition of Mayflower Financial
Corporation (the "Warrants"), there were no shares of Valley Common
Stock issuable upon the exercise of outstanding stock options or
otherwise. All issued and outstanding shares of Valley Common
Stock, and all issued and outstanding shares of capital stock of
Valley's Subsidiaries, have been duly authorized and validly
issued, are fully paid, nonassessable and free of preemptive
rights, and are free and clear of all liens, encumbrances, charges,
restrictions or rights of third parties. All of the outstanding
shares of capital stock of Valley's Subsidiaries are owned by
Valley free and clear of any liens, encumbrances, charges,
restrictions or rights of third parties. Except for the options
and stock appreciation rights referred to above under the Valley
Option Plan and the Warrants, neither Valley nor Valley's
Subsidiaries has or is bound by any outstanding subscriptions,
options, warrants, calls, commitments or agreements of any
character calling for the transfer, purchase or issuance of any
shares of capital stock of Valley or Valley's Subsidiaries or any
securities representing the right to purchase or otherwise receive
any shares of such capital stock or any securities convertible into
or representing the right to purchase or subscribe for any such
shares, and there are no agreements or understandings with respect
to voting of any such shares. No additional grants of awards, or
exercises of outstanding awards, under the Valley Option Plan, or
exercises of Warrants, prior to the Effective Time shall be
required to be disclosed or reported to Rock to keep this
representation true or correct.
4.3. Authority; No Violation.
(a) Valley and VNB have full corporate power and
authority to execute and deliver this Agreement and to consummate
the transactions contemplated hereby in accordance with the terms
hereof. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby have been duly
and validly approved by the Board of Directors of Valley and VNB.
No other corporate proceedings on the part of Valley and VNB are
necessary to consummate the transactions contemplated hereby
(except for the approval by Valley of the Bank Merger Agreement).
This Agreement has been duly and validly executed and delivered by
Valley and VNB and constitutes a valid and binding obligation of
Valley and VNB, enforceable against Valley and VNB in accordance
with its terms.
(b) Neither the execution or delivery of this Agreement
nor the consummation by Valley and VNB of the transactions
contemplated hereby in accordance with the terms hereof, will (i)
violate any provision of the Certificate of Incorporation or Bylaws
of Valley or VNB, (ii) assuming that the consents and approvals set
forth below are duly obtained, violate any statute, code,
ordinance, rule, regulation, judgment, order, writ, decree or
injunction applicable to Valley or VNB or any of their respective
properties or assets, or (iii) violate, conflict with, result in a
breach of any provision of, constitute a default (or an event
which, with notice or lapse of time, or both, would constitute a
default) under, result in the termination of, accelerate the
performance required by, or result in the creation of any lien,
security interest, charge or other encumbrance upon any of the
properties or assets of Valley or VNB under, any of the terms,
conditions or provisions of any note, bond, mortgage, indenture,
deed of trust, license, lease, agreement or other instrument or
obligation to which Valley or VNB is a party, or by which Valley or
VNB or any of their properties or assets may be bound or affected,
except, with respect to (ii) and (iii) above, such as in the
aggregate will not have a material adverse effect on the business,
operations, assets or financial condition of Valley and Valley's
Subsidiaries on a consolidated basis, or the ability of Valley and
VNB to consummate the transactions contemplated hereby. Except for
consents and approvals of or filings or registrations with or
notices to the OCC, the FRB, the Secretary of State of New Jersey,
the SEC, or applicable state securities bureaus or commissions, no
consents or approvals of or filings or registrations with or
notices to any third party or any public body or authority are
necessary on behalf of Valley or VNB in connection with (a) the
execution and delivery by Valley or VNB of this Agreement, (b) the
consummation by Valley of the Merger and the other transactions
contemplated hereby and (c) the execution and delivery by VNB of
the Bank Merger Agreement and the consummation by VNB of the Bank
Merger and other transactions contemplated thereby. To the best of
Valley's knowledge, no fact or condition exists which Valley has
reason to believe will prevent it or VNB from obtaining the
aforementioned consents and approvals.
4.4. Financial Statements.
(a) Valley has previously delivered to Rock copies of
the consolidated statements of financial condition of Valley as of
December 31, 1991, 1992 and 1993, the related consolidated
statements of income, changes in stockholders' equity and of cash
flows for the periods ended December 31 in each of the three fiscal
years 1991 through 1993, in each case accompanied by the audit
report of KPMG Peat Marwick, independent public accountants with
respect to Valley, and the unaudited consolidated statements of
condition of Valley as of March 30, 1994, June 30, 1994, and the
related unaudited consolidated statements of income, changes in
stockholders' equity and cash flows for the three months then ended
as reported in Valley's Quarterly Reports on Form 10-Q, filed with
the SEC under the Securities and Exchange Act of 1934 (the "1934
Act") (collectively, the "Valley Financial Statements"). The
Valley Financial Statements (including the related notes), have
been prepared in accordance with generally accepted accounting
principles consistently applied during the periods involved, and
fairly present the consolidated financial position of Valley as of
the respective dates set forth therein, and the related
consolidated statements of income, changes in stockholders' equity
and of cash flows (including the related notes, where applicable)
fairly present the results of the consolidated operations and
changes in stockholders' equity and of cash flows of Valley for the
respective fiscal periods set forth therein.
(b) The books and records of Valley have been and are
being maintained in material compliance with applicable legal and
accounting requirements, and reflect only actual transactions.
(c) Except as and to the extent reflected, disclosed or
reserved against in the Valley Financial Statements (including the
notes thereto), as of June 30, 1994 neither Valley nor any of its
Subsidiaries had or has, as the case may be, any obligation or
liability, whether absolute, accrued, contingent or otherwise,
material to the business, operations, assets or financial condition
of Valley or any of its Subsidiaries. Since June 30, 1994, neither
Valley nor any of its Subsidiaries have incurred any liabilities,
except in the ordinary course of business and consistent with
prudent banking practice.
4.5. Brokerage Fees. Except for fees to be paid to MG
Advisors, Inc., neither Valley nor VNB nor any of their respective
directors or officers has employed any broker or finder or incurred
any liability for any broker's or finder's fees or commissions in
connection with any of the transactions contemplated by this
Agreement.
4.6. Absence of Certain Changes or Events. There has
not been any material adverse change in the business, operations,
assets or financial condition of Valley and Valley's Subsidiaries
on a consolidated basis since June 30, 1994 and to the best of
Valley's knowledge, no fact or condition exists which Valley
believes will cause or is likely to cause such a material adverse
change in the future.
4.7. Valley Information. The information relating to
Valley, this Agreement and the transactions contemplated hereby in
the Registration Statement and Proxy Statement/Prospectus (as
defined in Section 5.6(a) hereof), as of the date of the mailing of
the Proxy Statement/Prospectus, and up to and including the date of
the meeting of stockholders of Rock to which such Proxy
Statement/Prospectus relates, will not contain any untrue statement
of a material fact or omit to state a material fact necessary to
make the statements therein, in light of the circumstances under
which they were made, not misleading.
4.8. Capital Adequacy. At the Effective Time, after
taking into effect the Merger and the transactions contemplated
hereunder, Valley will have sufficient capital to satisfy all
applicable regulatory capital requirements.
4.9. Valley Common Stock. At the Effective Time, the
Valley Common Stock to be issued pursuant to the terms of Section
2.1, when so issued, shall be duly authorized, validly issued,
fully paid, and non-assessable, free of preemptive rights and free
and clear of all liens, encumbrances or restrictions created by or
through Valley, with no personal liability attaching to the
ownership thereof. The Valley Common Stock to be issued shall be
free of any restrictions imposed by Valley except those imposed
under Section 5.18.
4.10. Legal Proceedings. Except as disclosed in the
Valley Disclosure Schedule, neither Valley nor its Subsidiaries is
a party to any, and there are no material pending or, to the best
of Valley's knowledge, threatened, legal, administrative, arbitral
or other proceedings, claims, actions or governmental
investigations of any nature against Valley or any of its
Subsidiaries which, if decided adversely to Valley, or any of its
Subsidiaries, would have a material adverse effect on the business,
operations, assets or financial condition of Valley and its
Subsidiaries on a consolidated basis. Except as disclosed in the
Valley Disclosure Schedule, neither Valley nor any of Valley's
Subsidiaries is a party to any order, judgment or decree entered
against Valley or any such Subsidiary in any lawsuit or proceeding
which is material to Valley or its Subsidiaries.
4.11. Taxes and Tax Returns. Valley and its
Subsidiaries have duly filed (and until the Effective Time will so
file) all Returns required to be filed by them in respect of any
federal, state and local taxes (including withholding taxes,
penalties or other payments required) and have duly paid (and until
the Effective Time will so pay) all such taxes due and payable,
other than taxes or other charges which are being contested in good
faith. Valley and its Subsidiaries have established (and until the
Effective Time will establish) on their books and records reserves
that are adequate for the payment of all federal, state and local
taxes not yet due and payable, but are incurred in respect of
Valley and its Subsidiaries through such date. No deficiencies
exist or have been asserted based upon the federal income tax
returns of Valley and VNB.
4.12. Employee Benefit Plans.
(a) Valley and its Subsidiaries maintain or contribute
to certain "employee pension benefit plans" (the "Valley Pension
Plans"), as such term is defined in Section 3 of ERISA, and
"employee welfare benefit plans" (the "Valley Welfare Plans"), as
such term is defined in Section 3 of ERISA. Since September 2,
1974, neither Valley nor its Subsidiaries have contributed to any
"Multiemployer Plan", as such term is defined in Section 3(37) of
ERISA.
(b) Each of the Valley Pension Plans and each of the
Valley Welfare Plans has been operated in compliance in all
material respects with the provisions of ERISA, the Code, all
regulations, rulings and announcements promulgated or issued
thereunder, and all other applicable governmental laws and
regulations.
4.13. Reports.
(a) Each communication mailed by Valley to its
stockholders since January 1, 1991, and each annual, quarterly or
special report, proxy statement or communication, as of its date,
complied in all material respects with all applicable statutes,
rules and regulations enforced or promulgated by the applicable
regulatory agency and did not contain any untrue statement of a
material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements made
therein, in light of the circumstances under which they were made,
not misleading; provided that disclosures as of a later date shall
be deemed to modify disclosures as of an earlier date.
(b) Valley and VNB have, since January 1, 1991, duly
filed with the OCC and the FRB in correct form the monthly,
quarterly and annual reports required to be filed under applicable
laws and regulations, and Valley, upon written request from Rock,
promptly will deliver or make available to Rock accurate and
complete copies of such reports.
4.14. Compliance with Applicable Law. Valley and its
Subsidiaries hold all material licenses, franchises, permits and
authorizations necessary for the lawful conduct of their respective
businesses under and pursuant to each, and has complied with and is
not in default in any respect under any, applicable law, statute,
order, rule, regulation, policy and/or guideline of any federal,
state or local governmental authority relating to Valley and its
Subsidiaries (other than where such default or non-compliance will
not result in a material adverse effect on the business,
operations, assets or financial condition of Valley and its
Subsidiaries on a consolidated basis).
4.15. Properties and Insurance.
(a) Valley and its Subsidiaries have good and, as to
owned real property, marketable title to all material assets and
properties, whether real or personal, tangible or intangible,
reflected in Valley's consolidated balance sheet as of December 31,
1993, or owned and acquired subsequent thereto (except to the
extent that such assets and properties have been disposed of for
fair value in the ordinary course of business since December 31,
1993). Valley and its Subsidiaries as lessees have the right under
valid and subsisting leases to occupy, use, possess and control all
property leased by them in all material respects as presently
occupied, used, possessed and controlled by them.
(b) The business operations and all insurable properties
and assets of Valley and its Subsidiaries are insured for their
benefit against all risks which, in the reasonable judgment of the
management of Valley should be insured against, in each case under
valid, binding and enforceable policies or bonds, with such
deductibles and against such risks and losses as are in the opinion
of the management of Valley adequate for the business engaged in by
Valley and its Subsidiaries.
4.16. Minute Books. The minute books of Valley and its
Subsidiaries contain accurate records of all meetings and other
corporate action held of their respective stockholders and Boards
of Directors (including committees of their respective Boards of
Directors).
4.17. Environmental Matters. Except as disclosed in the
Valley Disclosure Schedule, neither Valley nor any of its
Subsidiaries has received any written notice, citation, claim,
assessment, proposed assessment or demand for abatement alleging
that Valley or any of its Subsidiaries (either directly or as a
successor-in-interest in connection with the enforcement of
remedies to realize the value of properties serving as collateral
for outstanding loans) is responsible for the correction or
clean-up of any condition material to the business, operations,
assets or financial condition of Valley or its Subsidiaries.
Except as disclosed in the Valley Disclosure Schedule, Valley has
no knowledge that any toxic or hazardous substances or materials
have been emitted, generated, disposed of or stored on any property
owned or leased by Valley or any of its Subsidiaries in any manner
that violates or, after the lapse of time may violate, any
presently existing federal, state or local law or regulation
governing or pertaining to such substances and materials, the
violation of which would have a material adverse effect on the
business, operations, assets or financial condition of Valley and
its Subsidiaries on a consolidated basis.
4.18. Reserves. As of the date hereof, the reserve for
loan and lease losses in the Valley Financial Statements is
adequate based upon past loan loss experiences and potential losses
in the current portfolio to cover all known or anticipated loan
losses.
4.19. Disclosures. Except for other acquisition
transactions which Valley may not yet have publicly disclosed,
there are no material facts concerning the business, operations,
assets or financial condition of Valley which could have a material
adverse effect on the business, operations or financial condition
of Valley which have not been disclosed to Rock directly or
indirectly by access to any filing by Valley under the 1934 Act.
No representation or warranty contained in Article IV of this
Agreement contains any untrue statement of a material fact or omits
to state a material fact necessary to make the statements herein
not misleading.
ARTICLE V
COVENANTS OF THE PARTIES
5.1. Conduct of the Business of Rock. During the period
from the date of this Agreement to the Effective Time, Rock shall,
and shall cause each of its Subsidiaries to, conduct its respective
business and engage in transactions permitted hereunder only in the
ordinary course and consistent with prudent banking practice,
except with the prior written consent of Valley, which consent will
not be unreasonably withheld. Rock also shall use its best efforts
to (i) preserve its business organization and that of each Rock
Subsidiary intact, (ii) keep available to itself the present
services of its employees and those of its Subsidiaries, provided
that neither Rock nor any of its Subsidiaries shall be required to
take any unreasonable or extraordinary act or any action which
would conflict with any other term of this Agreement, and (iii)
preserve for itself and Valley the goodwill of its customers and
those of its Subsidiaries and others with whom business
relationships exist.
5.2. Negative Covenants and Dividend Covenants.
(a) Rock agrees that from the date hereof to the
Effective Time, except as otherwise approved by Valley in writing
or as permitted or required by this Agreement, it will not, nor
will it permit any of its Subsidiaries to:
(i) change any provision of its Certificate of
Incorporation or Bylaws or any similar governing documents;
(ii) except for the issuance of Rock Common Stock
pursuant to the present terms of the outstanding Rock Options,
change the number of shares of its authorized or issued common
or preferred stock or issue or grant any option, warrant,
call, commitment, subscription, right to purchase or agreement
of any character relating to the authorized or issued capital
stock of Rock or any Rock Subsidiary or any securities
convertible into shares of such stock, or split, combine or
reclassify any shares of its capital stock, or declare, set
aside or pay any dividend, or other distribution (whether in
cash, stock or property or any combination thereof) in respect
of its capital stock, other than Rock's regular quarterly
dividends of $.45 per share, or redeem or otherwise acquire
any shares of such capital stock;
(iii) grant any severance or termination pay (other than
pursuant to policies of Rock in effect on the date hereof and
disclosed to Valley in the Rock Disclosure Schedule or as
agreed to by Valley in writing) to, or enter into or amend any
employment agreement with, any of its directors, officers or
employees; adopt any new employee benefit plan or arrangement
of any type or amend any such existing benefit plan or
arrangement; or award any increase in compensation or benefits
to its directors, officers or employees except with respect to
salary increases in the ordinary course of business and
consistent with past practices and policies;
(iv) sell or dispose of any substantial amount of assets
or incur any significant liabilities other than in the
ordinary course of business consistent with past practices and
policies;
(v) make any capital expenditures outside of the
ordinary course of business other than pursuant to binding
commitments existing on the date hereof and other than
expenditures necessary to maintain existing assets in good
repair;
(vi) file any applications or make any contract with
respect to branching or site location or relocation;
(vii) agree to acquire in any manner whatsoever (other
than to realize upon collateral for a defaulted loan) any
business or entity;
(viii) make any material change in its accounting
methods or practices, other than changes required in
accordance with generally accepted accounting principles;
(ix) take any action that would result in any of the
representations and warranties contained in Article III of
this Agreement not being true and correct in any material
respect at the Effective Time; or
(x) agree to do any of the foregoing.
(b)Valley intends to continue its present dividend
declaration date and payment date practices between the date hereof
and the Effective Time.
(c)Provided that Valley continues its present dividend
practices, commencing on the date hereof, Rock shall utilize
dividend record dates which are identical to those used by Valley,
but Rock may retain its current dividend payment date.
5.3. No Solicitation. Rock and the Bank shall not,
directly or indirectly, encourage or solicit or hold discussions or
negotiations with, or provide any information to, any person,
entity or group (other than Valley) concerning any merger or sale
of shares of capital stock or sale of substantial assets or
liabilities not in the ordinary course of business, or similar
transactions involving Rock or the Bank (an "Acquisition
Transaction"). Notwithstanding the foregoing, Rock may enter into
discussions or negotiations or provide information in connection
with an unsolicited possible Acquisition Transaction if the Board
of Directors of Rock, after consulting with counsel, determines
that such discussions or negotiations should be commenced in the
exercise of its fiduciary responsibilities or such information
should be furnished in the exercise of its fiduciary
responsibilities. Rock will promptly communicate to Valley the
terms of any proposal, whether written or oral, which it may
receive in respect of any Acquisition Transaction and the fact that
it is having discussions or negotiations with, or supplying
information to, a third party in connection with a possible
Acquisition Transaction.
5.4. Current Information. During the period from the
date of this Agreement to the Effective Time, Rock will cause one
or more of its designated representatives to confer on a monthly or
more frequent basis with representatives of Valley regarding Rock's
business, operations, properties, assets and financial condition
and matters relating to the completion of the transactions
contemplated herein. Without limiting the foregoing, after
granting any loan or extension of credit by renewal or otherwise,
Rock will send to Valley a description (i.e., a copy of the loan
offering) for each new loan or extension of credit, and each
renewal of an existing loan or extension of credit, in excess of
$250,000. As soon as reasonably available, but in no event more
than 45 days after the end of each fiscal quarter (other than the
last fiscal quarter of each fiscal year) ending after the date of
this Agreement, Rock will deliver to Valley the Bank's call reports
filed with the Commissioner and FDIC and Rock's quarterly reports
on Form 10-Q as filed with the SEC under the 1934 Act, and Valley
will deliver to Rock Valley's quarterly reports on Form 10-Q, as
filed with the SEC under the 1934 Act. As soon as reasonably
available, but in no event more than 90 days after the end of each
fiscal year, Rock will deliver to Valley and Valley will deliver to
Rock their respective audited Annual Reports, in each case as filed
on Form 10-K with the SEC under the 1934 Act.
5.5. Access to Properties and Records; Confidentiality.
(a) Rock and the Bank shall permit Valley and its
representatives, and Valley and VNB shall permit Rock and its
representatives, reasonable access to their respective properties,
and shall disclose and make available to Valley and its
representatives or Rock and its representatives as the case may be,
all books, papers and records relating to their respective assets,
stock ownership, properties, operations, obligations and
liabilities, including, but not limited to, all books of account
(including the general ledger), tax records, minute books of
directors' and stockholders' meetings, organizational documents,
bylaws, material contracts and agreements, filings with any
regulatory authority, independent auditors' work papers (subject to
the receipt by such auditors of a standard access representation
letter), litigation files, plans affecting employees, and any other
business activities or prospects in which Valley and its
representatives or Rock and its representatives may have a
reasonable interest. Neither party shall be required to provide
access to or to disclose information where such access or
disclosure would violate or prejudice the rights of any customer or
would contravene any law, rule, regulation, order or judgment. The
parties will use their best efforts to obtain waivers of any such
restriction and in any event make appropriate substitute disclosure
arrangements under circumstances in which the restrictions of the
preceding sentence apply. Rock acknowledges that Valley may be
involved in discussions concerning other potential acquisitions and
Valley shall not be obligated to disclose such information to Rock
except as such information is publicly disclosed by Valley.
(b) All information furnished by the parties hereto
previously in connection with transactions contemplated by this
Agreement or pursuant hereto shall be used solely for the purpose
of evaluating the Merger contemplated hereby and shall be treated
as the sole property of the party delivering the information until
consummation of the Merger contemplated hereby and, if such Merger
shall not occur, each party and each party's advisors shall return
to the other party all documents or other materials containing,
reflecting or referring to such information, will not retain any
copies of such information, shall use its best efforts to keep
confidential all such information, and shall not directly or
indirectly use such information for any competitive or other
commercial purposes. In the event that the Merger contemplated
hereby does not occur, all documents, notes and other writings
prepared by a party hereto or its advisors based on information
furnished by the other party shall be promptly destroyed. The
obligation to keep such information confidential shall continue for
five years from the date the proposed Merger is abandoned but shall
not apply to (i) any information which (A) the party receiving the
information can establish by convincing evidence was already in its
possession prior to the disclosure thereof to it by the other
party; (B) was then generally known to the public; (C) became known
to the public through no fault of the party receiving such
information; or (D) was disclosed to the party receiving such
information by a third party not bound by an obligation of
confidentiality; or (ii) disclosures pursuant to a legal
requirement or in accordance with an order of a court of competent
jurisdiction.
5.6. Regulatory Matters.
(a) For the purposes of holding the meeting of Rock
stockholders referred to in Section 5.7 hereof and registering or
otherwise qualifying under applicable federal and state securities
laws Valley Common Stock to be issued to Record Holders and
optionees in connection with the Merger, the parties hereto shall
cooperate in the preparation and filing by Valley of a Registration
Statement with the SEC which shall include an appropriate proxy
statement and prospectus satisfying all applicable requirements of
applicable state and federal laws, including the 1933 Act, the 1934
Act and applicable state securities laws and the rules and
regulations thereunder. (Such proxy statement and prospectus in
the form mailed by Rock to the Rock shareholders and optionees
together with any and all amendments or supplements thereto, is
herein referred to as the "Proxy Statement/Prospectus" and the
various documents to be filed by Valley under the 1933 Act with the
SEC to register for sale the Valley Common Stock to be issued to
Record Holders and optionees, including the Proxy
Statement/Prospectus, are referred to herein as the "Registration
Statement").
(b) Valley shall furnish information concerning Valley
as is necessary in order to cause the Proxy Statement/Prospectus,
insofar as it relates to Valley, to comply with Section 5.6(a)
hereof. Valley agrees promptly to advise Rock if at any time prior
to the Rock shareholder meeting referred to in Section 5.7 hereof,
any information provided by Valley in the Proxy
Statement/Prospectus becomes incorrect or incomplete in any
material respect and to provide Rock with the information needed to
correct such inaccuracy or omission. Valley shall furnish Rock
with such supplemental information as may be necessary in order to
cause the Proxy Statement/Prospectus, insofar as it relates to
Valley, to comply with Section 5.6(a) after the mailing thereof to
Rock shareholders.
(c) Rock shall furnish Valley with such information
concerning Rock and the Bank as is necessary in order to cause the
Proxy Statement/Prospectus, insofar as it relates to such
corporations, to comply with Section 5.6(a) hereof. Rock agrees
promptly to advise Valley if, at any time prior to the Rock
shareholder's meeting referred to in Section 5.6(a) hereof,
information provided by Rock in the Proxy Statement/Prospectus
becomes incorrect or incomplete in any material respect and to
provide Valley with the information needed to correct such
inaccuracy or omission. Rock shall furnish Valley with such
supplemental information as may be necessary in order to cause the
Proxy Statement/Prospectus, insofar as it relates to Rock and the
Bank, to comply with Section 5.6(a) after the mailing thereof to
Rock shareholders.
(d) Valley shall as promptly as practicable make such
filings as are necessary in connection with the offering of the
Valley Common Stock with applicable state securities agencies and
shall use all reasonable efforts to qualify the offering of the
Valley Common Stock under applicable state securities laws at the
earliest practicable date. Rock shall promptly furnish Valley with
such information regarding the Rock shareholders as Valley requires
to enable it to determine what filings are required hereunder.
Rock authorizes Valley to utilize in such filings the information
concerning Rock and the Bank provided to Valley in connection with,
or contained in, the Proxy Statement/ Prospectus. Valley shall
furnish Rock with copies of all such filings and keep Rock advised
of the status thereof. Valley and Rock shall as promptly as
practicable file the Registration Statement containing the Proxy
Statement/Prospectus with the SEC, and each of Valley and Rock
shall promptly notify the other of all communications, oral or
written, with the SEC concerning the Registration Statement and the
Proxy Statement/Prospectus.
(e) Valley shall cause the Valley Common Stock to be
issued in connection with the Merger to be listed on the New York
Stock Exchange.
(f) The parties hereto will cooperate with each other
and use their best efforts to prepare all necessary documentation,
to effect all necessary filings and to obtain all necessary
permits, consents, approvals and authorizations of all third
parties and governmental bodies necessary to consummate the
transactions contemplated by this Agreement as soon as possible,
including, without limitation, those required by the OCC and the
FRB. The parties shall each have the right to review in advance
all information relating to the other, as the case may be, and any
of their respective subsidiaries, which appears in any filing made
with, or written material submitted to, any third party or
governmental body in connection with the transactions contemplated
by this Agreement. Valley and VNB shall cause at least a draft of
their respective applications to the FRB and an actual application
to the OCC to be filed within 45 days of the date hereof, so long
as Rock and the Bank provide all information necessary to complete
the application within 30 days of the date hereof.
(g) Each of the parties will promptly furnish each other
with copies of written communications received by them or any of
their respective subsidiaries from, or delivered by any of the
foregoing to, any governmental body in respect of the transactions
contemplated hereby.
5.7. Approval of Stockholders. Rock will (a) take all
steps necessary duly to call, give notice of, convene and hold a
meeting of the stockholders of Rock as soon as reasonably
practicable for the purpose of securing the approval by such
stockholders of this Agreement, (b) subject to the qualification
set forth in Section 5.3 hereof, recommend to the stockholders of
Rock the approval of this Agreement and the transactions
contemplated hereby and use its best efforts to obtain, as promptly
as practicable, such approvals, and (c) cooperate and consult with
Valley with respect to each of the foregoing matters. In
connection therewith, each director of Rock agrees (i) to vote in
favor of the Merger, and (ii) take such action as is necessary or
is reasonably required by Valley to consummate the Merger.
5.8. Further Assurances. Subject to the terms and
conditions herein provided, each of the parties hereto agrees to
use its best efforts to take, or cause to be taken, all actions and
to do, or cause to be done, all things necessary, proper or
advisable under applicable laws and regulations to satisfy the
conditions to Closing and to consummate and make effective the
transactions contemplated by this Agreement, including, without
limitation, using reasonable efforts to lift or rescind any
injunction or restraining order or other order adversely affecting
the ability of the parties to consummate the transactions
contemplated by this Agreement and using its best efforts to
prevent the breach of any representation, warranty, covenant or
agreement of such party contained or referred to in this Agreement
and to promptly remedy the same. Nothing in this section shall be
construed to require any party to participate in any threatened or
actual legal, administrative or other proceedings (other than
proceedings, actions or investigations to which it is otherwise a
party or subject or threatened to be made a party or subject) in
connection with consummation of the transactions contemplated by
this Agreement unless such party shall consent in advance and in
writing to such participation and the other party agrees to
reimburse and indemnify such party for and against any and all
costs and damages related thereto.
5.9. Public Announcements. The parties hereto shall
cooperate with each other in the development and distribution of
all news releases and other public disclosures with respect to this
Agreement or any of the transactions contemplated hereby, except as
may be otherwise required by law or regulation or as to which the
party releasing such information has used its best efforts to
discuss with the other party in advance.
5.10. Failure to Fulfill Conditions. In the event that
Valley or Rock determines that a material condition to its
obligation to consummate the transactions contemplated hereby
cannot be fulfilled on or prior to March 31, 1995 and that it will
not waive that condition, it will promptly notify the other party.
Except for any acquisition or merger discussions Valley may enter
into with other parties, Rock and Valley will promptly inform the
other of any facts applicable to Rock or Valley, respectively, or
their respective directors or officers, that would be likely to
prevent or materially delay approval of the Merger by any
governmental authority or which would otherwise prevent or
materially delay completion of the Merger.
5.11. Disclosure Supplements. From time to time prior
to the Effective Time, each party hereto will promptly supplement
or amend (by written notice to the other) its respective Disclosure
Schedules delivered pursuant hereto with respect to any matter
hereafter arising which, if existing, occurring or known at the
date of this Agreement, would have been required to be set forth or
described in such Schedules or which is necessary to correct any
information in such Schedules which has been rendered materially
inaccurate thereby. For the purpose of determining satisfaction of
the conditions set forth in Article VI, no supplement or amendment
to such Schedules shall correct or cure any warranty which was
untrue when made, but supplements or amendments may be used to
disclose subsequent facts or events to maintain the truthfulness of
any warranty.
5.12. Transaction Expenses of Rock. Rock shall advise
Valley monthly of all out-of-pocket expenses which Rock has
incurred in connection with this transaction. Rock shall mutually
agree with Valley about printing arrangements for the Proxy
Statement/Prospectus before entering into any binding contract for
such expenses and shall avoid, to the extent possible, author's
alterations, after the Proxy Statement/Prospectus is sent to the
printer.
5.13. Closing. The parties hereto shall cooperate and
use reasonable efforts to try to cause the Effective Time to occur
on or before December 31, 1994.
5.14. Indemnification. Valley agrees that it will, or
will cause VNB to, after the Effective Time, and to the extent
permitted by applicable law, provide to the directors and officers
of Rock and the Bank indemnification equivalent to that provided by
the Certificate of Incorporation and By-laws of Rock and the Bank
with respect to acts or omissions occurring prior to the Effective
Time, including without limitation, the authorization of this
Agreement and the transactions contemplated hereby, for a period of
six years from the Effective Time, or in the case of matters
occurring prior to the Effective Time which have not been resolved
prior to the sixth anniversary of the Effective Time, until such
matters are finally resolved. To the extent permitted by
applicable law, Rock or the Bank (as applicable) shall advance
expenses in connection with the foregoing indemnification.
5.15. Employment Matters. Valley will endeavor, working
with the current management of the Bank, to continue the employment
of all officers and employees of the Bank, and to the extent
possible, at the same location, with the same or equivalent salary
and benefits. If prior to the Effective Time Valley believes it
will be unable to continue the employment of any employee of the
Bank, Valley and Rock will mutually agree in writing upon a
severance policy. Valley intends to merge Rock's 401(k) and
pension plans into VNB's plans. Employees who continue to be
employed by Valley or VNB will be credited for purposes of vesting
and eligibility under VNB's pension and 401(k) plans for prior
service at Rock and will receive full credit for prior service with
Rock under VNB's other plans (including medical, vacation, sick
leave, disability and similar plans). Without limiting the
foregoing, employees of Rock or the Bank will receive the benefit
due them under the Rock defined benefit plan, but will not receive
past service credit for benefit accrual purposes for their
employment by Rock or the Bank under the Valley defined benefit
plan.
5.16. Pooling and Tax-Free Reorganization Treatment.
Neither Valley nor Rock shall intentionally take, fail to take or
cause to be taken or not be taken, any action within its control,
whether before or after the Effective Time, which would disqualify
the Merger as a "pooling of interests" for accounting purposes or
as a "reorganization" within the meaning of Section 368(a) of the
Internal Revenue Code of 1968, as amended.
5.17 Rock Option Plan. From and after the Effective
Time, each Rock Option which is converted to an option to purchase
Valley Common Stock under Section 2.1(b)(i) shall be administered,
operated and interpreted by a committee comprised of members of the
Board of Directors of Valley appointed by the Board of Directors of
Valley. Valley shall reserve for issuance the number of shares of
Valley Common Stock necessary to satisfy Valley's obligations.
Valley shall also register, if not previously registered pursuant
to the Securities Act, the shares authorized for issuance under the
Rock Options so converted.
5.18. Affiliates.
(a) Promptly, but in any event within two weeks, after
the execution and delivery of this Agreement, (i) Rock shall
deliver to Valley (x) a letter identifying all persons who, to the
knowledge of Rock, may be deemed to be affiliates of Rock under
Rule 145 of the Securities Act, including without limitation all
directors and executive officers of Rock and (y) a letter
identifying all persons who, to the knowledge of Rock, may be
deemed to be affiliates of Rock as that term (affiliate) is used
for purposes of qualifying for "pooling of interests" accounting
treatment; and (ii) Valley shall identify to Rock all persons who,
to the knowledge of Valley, may be deemed affiliates of Valley as
that term (affiliates) is used for purposes of qualifying for
"pooling of interests" accounting treatment.
(b) Each person who may be deemed an affiliate of Rock
(under either Rule 415 of the Securities Act or the accounting
treatment rules) shall execute a letter substantially in the form
of Exhibit 5.18 hereto agreeing to be bound by the restrictions of
Rule 145, as set forth in Exhibit 5.18 and agreeing to be bound by
the rules which permit the Merger to be treated as a pooling of
interests for accounting purposes. In addition, Valley shall cause
its affiliates (as that term is used for purposes of qualifying for
pooling of interests) to execute a letter within two weeks of the
date hereof, in which such persons agree to be bound by the rules
which permit the Merger to be treated as a pooling of interests for
accounting treatment.
(c) Valley agrees to publish financial results covering
at least 30 days of combined operations of Valley and Rock as soon
as practicable after consummation of the Merger.
5.19. Compliance with the Industrial Site Recovery Act.
Rock, at its sole cost and expense, shall obtain prior to the
Effective Time, either: (a) a Letter of Non-Applicability ("LNA")
from the New Jersey Department of Environmental Protection
("NJDEP") stating that none of the facilities located in New Jersey
owned or operated by Rock or any Rock Subsidiary (each, a
"Facility") is an "industrial establishment," as such term is
defined under the Industrial Site Recovery Act ("ISRA"); (b) a
Remediation Agreement issued by the NJDEP pursuant to ISRA
authorizing the consummation of the transactions contemplated by
this Agreement; or (c) a Negative Declaration approval, Remedial
Action Workplan approval, No Further Action letter or other
document or documents issued by the NJDEP advising that the
requirements of ISRA have been satisfied with respect to each
Facility subject to ISRA. In the event Rock obtains a Remediation
Agreement, Rock will post or have posted an appropriate Remediation
Funding Source or will have obtained the NJDEP's approval to self-
guaranty any Remediation Funding Source required under any such
Remediation Agreement.
ARTICLE VI
CLOSING CONDITIONS
6.1. Conditions of Each Party's Obligations Under this
Agreement. The respective obligations of each party under this
Agreement to consummate the Merger shall be subject to the
satisfaction, or, where permissible under applicable law, waiver at
or prior to the Effective Time of the following conditions:
(a) Approval of Rock Stockholders; SEC Registration.
This Agreement and the transactions contemplated hereby shall have
been approved by the requisite vote of the stockholders of Rock.
The Registration Statement shall have been declared effective by
the SEC and shall not be subject to a stop order or any threatened
stop order, and the issuance of the Valley Common Stock shall have
been qualified in every state where such qualification is required
under the applicable state securities laws. The Valley Common
Stock to be issued in connection with the Merger, including Valley
Common Stock to be issued for the Rock Options, shall have been
approved for listing on the New York Stock Exchange.
(b) Regulatory Filings. All necessary regulatory or
governmental approvals and consents (including without limitation
any required approval of the OCC and the FRB) required to
consummate the transactions contemplated hereby shall have been
obtained without any term or condition which would materially
impair the value of Rock and the Bank, taken as a whole, to Valley.
All conditions required to be satisfied prior to the Effective Time
by the terms of such approvals and consents shall have been
satisfied; and all statutory waiting periods in respect thereof
shall have expired.
(c) Suits and Proceedings. No order, judgment or decree
shall be outstanding against a party hereto or a third party that
would have the effect of preventing completion of the Merger; no
suit, action or other proceeding shall be pending or threatened by
any governmental body in which it is sought to restrain or prohibit
the Merger or the Bank Merger; and no suit, action or other
proceeding shall be pending before any court or governmental agency
in which it is sought to restrain or prohibit the Merger or the
Bank Merger or obtain other substantial monetary or other relief
against one or more parties hereto in connection with this
Agreement and which Valley or Rock determines in good faith, based
upon the advice of their respective counsel, makes it inadvisable
to proceed with the Merger because any such suit, action or
proceeding has a significant potential to be resolved in such a way
as to deprive the party electing not to proceed of any of the
material benefits to it of the Merger or the Bank Merger.
(d) Tax Free Exchange. Valley and Rock shall have
received an opinion, satisfactory to Valley and Rock, of Pitney,
Hardin, Kipp & Szuch, counsel for Valley, to the effect that the
transactions contemplated hereby will result in a reorganization
(as defined in Section 368(a) of the Code), and accordingly no gain
or loss will be recognized for federal income tax purposes to
Valley, Rock, VNB or the Bank or to the shareholders of Rock who
exchange their shares of Rock for Valley Common Stock (except to
the extent that cash is received in lieu of fractional shares of
Valley Common Stock).
(e) Pooling of Interests. The Merger shall be qualified
to be treated by Valley as a pooling-of-interests for accounting
purposes.
6.2. Conditions to the Obligations of Valley Under this
Agreement. The obligations of Valley under this Agreement shall be
further subject to the satisfaction or waiver, at or prior to the
Effective Time, of the following conditions:
(a) Representations and Warranties; Performance of
Obligations of Rock and Bank. The representations and warranties
of Rock contained in this Agreement shall be true and correct in
all material respects on the Closing Date as though made on and as
of the Closing Date. Rock shall have performed in all material
respects the agreements, covenants and obligations necessary to be
performed by it prior to the Closing Date. With respect to any
representation or warranty which as of the Closing Date has
required a supplement or amendment to the Rock Disclosure Schedule
to render such representation or warranty true and correct as of
the Closing Date, the representation and warranty shall be deemed
true and correct as of the Closing Date only if (i) the information
contained in the supplement or amendment to the Disclosure Schedule
related to events occurring following the execution of this
Agreement and (ii) the facts disclosed in such supplement or
amendment would not either alone, or together with any other
supplements or amendments to the Rock Disclosure Schedule,
materially adversely effect the representation as to which the
supplement or amendment relates.
(b) Consents. Valley shall have received the written
consents of any person whose consent to the transactions
contemplated hereby is required under the applicable instrument.
(c) Opinion of Counsel. Valley shall have received an
opinion of counsel to Rock, dated the date of the Closing, in form
and substance reasonably satisfactory to Valley, covering the
matters set forth on Schedule 6.2 hereto and any other matters
reasonably requested by Valley.
(d) Bank Action. The Bank shall have taken all
necessary corporate action to effectuate the Bank Merger
immediately following the Effective Time.
(e) Rock Preferred Lender Status. Valley shall have
received written assurances, reasonably satisfactory to Valley,
from the SBA, or from Rock based upon discussions with the SBA,
that, following the Bank Merger, VNB, as successor to the Bank,
shall continue to maintain the status of a preferred lender under
the SBA preferred lender program.
(f) Certificates. Rock shall have furnished Valley with
such certificates of its officers or other documents to evidence
fulfillment of the conditions set forth in this Section 6.2 as
Valley may reasonably request.
6.3. Conditions to the Obligations of Rock Under this
Agreement. The obligations of Rock under this Agreement shall be
further subject to the satisfaction or waiver, at or prior to the
Effective Time, of the following conditions:
(a) Representations and Warranties; Performance of
Obligations of Valley. The representations and warranties of
Valley contained in this Agreement shall be true and correct in all
material respects on the Closing Date as though made on and as of
the Closing Date. Valley shall have performed in all material
respects, the agreements, covenants and obligations to be performed
by it prior to the Closing Date. With respect to any
representation or warranty which as of the Closing Date has
required a supplement or amendment to the Valley Disclosure
Schedule to render such representation or warranty true and correct
as of the Closing Date, the representation and warranty shall be
deemed true and correct as of the Closing Date only if (i) the
information contained in the supplement or amendment to the
Disclosure Schedule related to events occurring following the
execution of this Agreement and (ii) the facts disclosed in such
supplement or amendment would not either alone, or together with
any other supplements or amendments to the Valley Disclosure
Schedule, materially adversely effect the representation as to
which the supplement or amendment relates.
(b) Opinion of Counsel to Valley. Rock shall have
received an opinion of counsel to Valley, dated the date of the
Closing, in form and substance reasonably satisfactory to Rock,
covering the matters set forth on Schedule 6.3 hereto.
(c) Fairness Opinion. Rock shall have received an
opinion from Ryan Beck as of the date the Proxy
Statement/Prospectus is mailed to Rock's stockholders, to the
effect that, in its opinion, the consideration to be paid to
stockholders of Rock hereunder is fair to such stockholders.
(d) Certificates. Valley shall have furnished Rock with
such certificates of its officers or others and such other
documents to evidence fulfillment of the conditions set forth in
this Section 6.3 as Rock may reasonably request.
(e)No Acquisition by Valley Causing 10% Dilution.
Rock's prior written consent shall have been obtained if, between
the date hereof and the Effective Time, Valley or VNB (i) enters
into one or more definitive acquisition agreements to acquire other
banks, thrifts or financial institutions (or the assets and/or
liabilities of such institutions) and (ii) the cumulative impact on
earnings from such additional acquisitions reasonably is projected
to dilute by ten percent (10%) or more the analysts' estimates of
Valley's earnings per share for the year following the consummation
of such acquisition.
ARTICLE VII
TERMINATION, AMENDMENT AND WAIVER
7.1. Termination. This Agreement may be terminated
prior to the Effective Time, whether before or after approval of
this Agreement by the stockholders of Rock:
(a) By mutual written consent of the parties hereto.
(b) By Valley or Rock (i) if the Effective Time shall
not have occurred on or prior to March 31, 1995 or (ii) if a vote
of the stockholders of Rock is taken and such stockholders fail to
approve this Agreement at the meeting (or any adjournment thereof)
held for such purpose, unless in each case the failure of such
occurrence shall be due to the failure of the party seeking to
terminate this Agreement to perform or observe its agreement set
forth herein to be performed or observed by such party (or the
directors of Rock) at or before the Effective Time.
(c) By Valley or Rock upon written notice to the other
if any application for regulatory or governmental approval
necessary to consummate the Merger and the other transactions
contemplated hereby shall have been denied or withdrawn at the
request or recommendation of the applicable regulatory agency or
governmental authority or by Valley upon written notice to Rock if
any such application is approved with conditions which materially
impair the value of Rock and the Bank, taken as a whole, to Valley.
(d)By Rock, upon written notice to Valley on the fifth
business day prior to the Scheduled Closing Date (the "Price
Evaluation Date") or during the following two business days, if the
Price Test (as hereafter defined) is not met and Valley and Rock
have not mutually agreed in writing to increase the Exchange Ratio.
The Price Test is intended to give Rock the right to terminate this
Agreement or negotiate a mutually acceptable higher Exchange Ratio
if the market value of a share of Valley Common Stock falls below
$21.00 or if such market value falls below $23.50 and Valley Common
Stock underperforms the common stock of Valley's peers during a
specified period. In order to implement this intent, on the Price
Evaluation Date, the parties shall determine: (x) the Average
Closing Price, calculated as though the Closing occurred on the
Scheduled Closing Date (the "Evaluation Average Price"); (y) the
Valley Percentage Change (as hereafter defined); and (z) the Peer
Group Percentage Change (as hereafter defined). The "Valley
Percentage Change" is a percentage (which may be positive or
negative) determined by the formula [B-A]/A, where A equals the
average of the reported closing prices of Valley Common Stock
during the 10 consecutive trading days beginning with (and
including) July 6, 1994 and ending with (and including) July 19,
1994 (the "Start Period") and B equals the average of the reported
closing prices of Valley Common Stock during the 10 consecutive
trading days beginning with (and including) the fifteenth trading
day prior to the Scheduled Closing Date and ending with (and
including) the trading day immediately prior to the Price
Evaluation Date (the "End Period"). The "Peer Group Percentage
Change" is a percentage (which may be positive or negative)
determined by the formula {[(D1-C1)/C1] + [(D2-C2)/C2] + .....
+ [(Dn-Cn)/Cn]} / N, where each of C1, C2, ... Cn equals the
average of the reported closing prices of the common stock of a
"Peer Group Bank" listed below during the Start Period, each of
D1, D2, ... Dn equals the average of the reported closing prices of
such Peer Group Bank's common stock during the End Period, and N
equals the number of Peer Group Banks (13, subject to adjustment as
set forth below). The "Peer Group Banks" are the following
financial institutions: B.M.J. Financial Corp., Broad National
Bancorporation, Commerce Bancorp, Inc., Core States Financial
Corp., First Fidelity Bancorporation, HUBCO, Inc., Interchange
Financial Services Corporation, Meridian Bancorp., Inc., Midlantic
Corporation, The Summit Bancorporation, UJB Financial Corp., United
Counties Bancorporation and United National Bancorp; provided,
however, that any such financial institution shall be retroactively
excluded from the Peer Group Banks if, at any time from the
beginning of the Start Period to the end of the End Period, a
public announcement is made that such financial institution is
being acquired or is negotiating with another party to be acquired.
The reported closing price of common stock shall mean the closing
price for such common stock reported in the Wall Street Journal.
The Price Test will not be met if:
(x) the Evaluation Average Price is $21.00 or less; or
(y) both (A) the Evaluation Average Price is $23.50 or
less and (B) the percentage obtained by subtracting the
Valley Percentage Change from the Peer Group Percentage
Change is a positive number.
If the actual Closing Date is different by more than three business
days from the Scheduled Closing Date, a recalculation shall be made
under this paragraph to take into account the revised Closing Date;
otherwise no recalculation shall be made under this paragraph.
(e) By Valley if (i) there shall have occurred a
material adverse change in the business, operations, assets, or
financial condition of Rock or the Bank from that disclosed by Rock
on the date of this Agreement, or (ii) if the net operating income
(after tax, but excluding expenses related to this merger
transaction) of Rock for any full fiscal quarter after June 30,
1994 (or any partial fiscal quarter during which the Closing will
occur) is materially less than the net income of Rock for each of
the first two fiscal quarters of 1994, or (iii) there was a
material breach in any representation, warranty, covenant,
agreement or obligation of Rock hereunder.
(f) By Rock, if (i) there shall have occurred a material
adverse change in the business, operations, assets or financial
condition of Valley or VNB from that disclosed by Valley on the
date of this Agreement; or (ii) there was a material breach in any
representation, warranty, covenant, agreement or obligation of
Valley hereunder.
(g) By Valley or Rock if any condition to Closing
specified under Article VI hereof applicable to such party cannot
reasonably be met after giving the other party a reasonable
opportunity to cure any such condition.
7.2. Effect of Termination. In the event of the
termination and abandonment of this Agreement by either Valley or
Rock pursuant to Section 7.1, this Agreement shall forthwith become
void and have no effect, without any liability on the part of any
party or its officers, directors or stockholders. Nothing
contained herein, however, shall relieve any party from any
liability for any breach of this Agreement.
7.3. Amendment. This Agreement may be amended by mutual
action taken by the parties hereto at any time before or after
adoption of this Agreement by the stockholders of Rock but, after
any such adoption, no amendment shall be made which reduces or
changes the amount or form of the consideration to be delivered to
the shareholders of Rock without the approval of such stockholders.
This Agreement may not be amended except by an instrument in
writing signed on behalf of Valley and Rock.
7.4. Extension; Waiver. The parties may, at any time
prior to the Effective Time of the Merger, (i) extend the time for
the performance of any of the obligations or other acts of the
other parties hereto; (ii) waive any inaccuracies in the
representations and warranties contained herein or in any document
delivered pursuant thereto; or (iii) waive compliance with any of
the agreements or conditions contained herein. Any agreement on
the part of any party to any such extension or waiver shall be
valid only if set forth in an instrument in writing signed on
behalf of such party against which the waiver is sought to be
enforced.
ARTICLE VIII
MISCELLANEOUS
8.1. Expenses. All costs and expenses incurred in
connection with this Agreement and the transactions contemplated
hereby (including legal, accounting and investment banking fees and
expenses) shall be borne by the party incurring such costs and
expenses.
8.2. Notices. All notices or other communications which
are required or permitted hereunder shall be in writing and
sufficient if delivered personally or sent by telecopier with
confirming copy sent the same day by registered or certified mail,
postage prepaid, as follows:
(a) If to Valley, to:
Valley National Bancorp
1445 Valley Road
Wayne, New Jersey 07474-0558
Attn.: Gerald H. Lipkin
Chairman and Chief Executive Officer
Telecopier No. (201) 305-0024
Copy to:
Pitney, Hardin, Kipp & Szuch
Delivery:
200 Campus Drive
Florham Park, New Jersey 07932
Mail:
P.O. box 1945
Morristown, New Jersey 07962-1945
Attn.: Ronald H. Janis, Esq.
Telecopier No. (201) 966-1550
(b)If to Rock, to:
Rock Financial Corporation
350 Park Avenue
North Plainfield, New Jersey 07060
Attn: Alan D. Lipsky,
President and Chief Executive Officer
Telecopier No. (908) 753-1276
Copy to:
McCarter & English
Gateway 3
100 Mulberry Street
Newark, New Jersey 07102
Attn: Michael Horn, Esq.
Telecopier No. (201) 624-7070
or such other addresses as shall be furnished in writing by any
party, and any such notice or communications shall be deemed to
have been given as of the date so delivered or telecopied and
mailed.
8.3. Parties in Interest. This Agreement shall be
binding upon and shall inure to the benefit of the parties hereto
and their respective successors and permitted assigns. No
assignment of this Agreement may be made except upon the written
consent of the other parties hereto.
8.4. Entire Agreement. This Agreement, which includes
the Disclosure Schedules hereto and the other documents, agreements
and instruments executed and delivered pursuant to or in connection
with this Agreement, contains the entire Agreement between the
parties hereto with respect to the transactions contemplated by
this Agreement and supersedes all prior negotiations, arrangements
or understandings, written or oral, with respect thereto, including
the Letter of Intent.
8.5. Counterparts. This Agreement may be executed in
one or more counterparts, all of which shall be considered one and
the same agreement and each of which shall be deemed an original.
8.6. Governing Law. This Agreement shall be governed by
the laws of the State of New Jersey, without giving effect to the
principles of conflicts of laws thereof.
8.7. Descriptive Headings. The descriptive headings of
this Agreement are for convenience only and shall not control or
affect the meaning or construction of any provision of this
Agreement.
IN WITNESS WHEREOF, Valley, VNB, the Bank and Rock have
caused this Agreement to be executed by their duly authorized
officers as of the day and year first above written.
ATTEST: VALLEY NATIONAL BANCORP
By:/s/Peter Southway By: /s/ Gerald H. Lipkin
Peter Southway, President Gerald H. Lipkin, Chairman & CEO
ATTEST: ROCK FINANCIAL CORPORATION
By:/s/Edward R. Wright By: /s/ Alan D. Lipsky
Edward R. Wright, Secretary Alan D. Lipsky, President
ATTEST: VALLEY NATIONAL BANK
By:/s/Peter Southway By: /s/ Gerald H. Lipkin
Peter Southway, President Gerald H. Lipkin, Chairman & CEO
ATTEST: ROCK BANK
By:______________________ By: /s/ Alan D. Lipsky
, Secretary Alan D. Lipsky, President