SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 10-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended December 31, 1995 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) For the transition period from __________ to __________ Commission File Number 0-11179 ----------------------- VALLEY NATIONAL BANCORP (Exact name of registrant as specified in its charter) New Jersey 22-2477875 (State of other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1455 Valley Road Wayne, New Jersey 07474 (Address of principal executive office) (Zip code) 201-305-8800 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Title of each class Name of each exchange on which registered Common Stock, no par value New York Stock Exchange, Inc. Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] The aggregate market value of the voting stock held by non- affiliates of the Registrant was approximately $831,051,000 on January 31, 1996. There were 35,713,374 shares of Common Stock outstanding at January 31, 1996. INTRODUCTION This Form 10-K/A amends the Company's Annual Report on Form 10-K, filed on February 29, 1996. This amendment reflects a change in the previously filed Consent of KPMG Peat Marwick LLP as required by Item 14(c) of Form 10-K. Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K (c) Exhibits (23) Consents of Experts and Counsel Consent of KPMG Peat Marwick LLP 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: March 7, 1996 By: /s/Alan D. Eskow Alan D. Eskow Senior Vice President and Principal Accounting Officer INDEX TO EXHIBITS Exhibit No. Description 23 Consent of KPMG Peat Marwick LLP <EXHIBIT> 23 INDEPENDENT AUDITORS' CONSENT The Board of Directors Valley National Bancorp: We consent to incorporation by reference in the Registration Statements No. 33-52809 and No. 33-56933 on Forms S-8 and the Registration Statement No. 33-36585 on Form S-3 of Valley National Bancorp of our report dated January 17, 1996, relating to the consolidated statements of financial condition of Valley National Bancorp and subsidiaries as of December 31, 1995 and 1994 and the related consolidated statements of income, changes in shareholders' equity, and cash flows for each of the years in the three-year period ended December 31, 1995, which report appears in the December 31, 1995 Annual Report on Form 10-K of Valley National Bancorp. We did not audit the consolidated statement of Lakeland First Financial Group for the year ended December 31, 1993 which statement reflects total net interest income constituting 13% of the related consolidated total. That statement was audited by other auditors whose report has been furnished to us, and our opinion, insofar as it relates to the amounts included for Lakeland First Financial Group, is based solely on the report of the other auditors. Our report refers to a change in accounting for investments in debt and equity securities in 1994 and accounting for income taxes in 1993. KPMG Peat Marwick LLP Short Hills, New Jersey February 27, 1996 </EXHIBIT>