SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported) - January 26, 1995
VALLEY NATIONAL BANCORP
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY
(State or 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 January 26, 1995, Valley National Bancorp ("Valley")
issued a press release, announcing that it had signed a letter of
intent with Lakeland First Financial Group, Inc. ("Lakeland"),
for the acquisition of all the outstanding stock of Lakeland.
The press release and letter of intent are annexed as exhibits to
this Form 8-K. The acquisition is anticipated to be a tax-free
merger of Lakeland into Valley in which the shareholders of
Lakeland will receive 1.225 shares of Valley's common stock, no
par value ("Valley Common Stock") for each share of the common
stock, $0.10 par value, of Lakeland ("Lakeland Common Stock").
The acquisition is expected to be accounted for as a pooling of
interests.
Pursuant to the letter of intent, holders of options to
acquire Lakeland Common Stock will have the choice of either
converting their options into whole shares of Valley Common Stock
following the merger, or converting their options into options to
acquire Valley Common Stock, subject to the same terms and
conditions that governed the options to acquire Lakeland Common
Stock.
Lakeland Common Stock is traded on the NASDAQ National
Market System under the symbol "LLSL" and shares of Lakeland
Common Stock are registered under the Securities and Exchange Act
of 1934, as amended ("1934 Act"). Further information concerning
Lakeland is publicly available from filings made with the
Securities and Exchange Commission pursuant to the 1934 Act.
According to Lakeland's publicly available Form 10-Q for the
three months ended September 30, 1994 (the "10-Q"), Lakeland had
net income of $2,310,936 and net income per share of $0.58 during
that three-month period. According to the 10-Q, as of September
30, 1994, Lakeland had total assets of $661,393,399,
stockholders' equity of $51,191,659 and 3,881,398 shares of
Lakeland Common Stock issued and outstanding. According to
Lakeland's publicly available Form 10-K for the fiscal year ended
June 30, 1994, Lakeland had net income of $8,540,027 and net
income per share of $2.39 for the fiscal year ended June 30, 1994
and net income of $5,845,267 and net income per share of $1.66
for the fiscal year ended June 30, 1993.
Lakeland is the holding company for Lakeland Savings Bank, a
sixteen-branch bank headquartered in Succasunna, New Jersey.
In connection with the letter of intent, Lakeland also
granted Valley an option to acquire 1,250,000 shares of
Lakeland's authorized but unissued common stock for an exercise
price of $21.00 per share, in accordance with the terms and
conditions set forth in the Stock Option Agreement which is
attached as an Exhibit to this Form 8-K.
The proposed merger is subject to the negotiation of a
mutually satisfactory definitive agreement and then is subject
to, among other conditions, the approval or waiver of the Board
of Governors of the Federal Reserve System, the Comptroller of
the Currency, and Lakeland shareholders. The letter of intent
contemplates that Valley will appoint two of Lakeland's directors
to Valley's Board of Directors at the closing of the merger.
Item 7 - Exhibits
99.1 Press Release, dated January 26, 1995
99.2 Letter of Intent, dated January 26, 1995
99.3 Stock Option Agreement, dated January 26, 1995
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: February 2, 1995 By: ALAN D. ESKOW
-------------------------
Alan D. Eskow
Senior Vice President
INDEX TO EXHIBITS
99.1 Press Release, dated January 26, 1995
99.2 Letter of Intent, dated January 26, 1995
99.3 Stock Option Agreement, dated January 26, 1995