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) - September 13, 1996
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.)
1455 Valley Road, Wayne, New Jersey 07470
(Address of Principal Executive Offices)
(201) 305-8800
(Registrant's Telephone Number)
Item 5 - Other Events
On September 13, 1996, Valley National Bancorp ("Valley") entered into an
Agreement and Plan of Merger (the "Merger Agreement") to acquire Midland
Bancorporation, Inc. ("Midland"), the holding company for Midland Bank, a $405
million, 13-branch bank headquartered in Paramus, New Jersey. The acquisition is
structured as a tax-free merger to be accounted for as a pooling-of-interests.
Under the Merger Agreement, the shareholders of Midland will receive 30 shares
of Valley Common Stock ("Valley Stock") for each of the 125,294 outstanding
shares of the common stock of Midland, resulting in the issuance of 3,758,820
shares of Valley Stock, or approximately ten percent of Valley's outstanding
shares. Under the Merger Agreement, Midland immediately will increase its
dividend to provide its shareholders with dividends equivalent to those that
will be received by the Midland shareholders when they become Valley
shareholders. Also, in connection with the Agreement, Midland granted Valley an
option to acquire 35,000 shares of Midland's authorized but unissued common
stock at a price of $301.00 per share, subject to certain adjustments and
certain circumstances. Consummation of the acquisition is subject to certain
customary conditions, including shareholder and bank regulatory approval.
The foregoing description of the Merger Agreement and the option are qualified
in their entirety by reference to the Merger Agreement and the Stock Option
Agreement which are annexed as exhibits to this Form 8-K.
On September 17, 1996, Valley's Board of Directors rescinded its previously
announced repurchase program after 770,860 shares of Valley common stock had
been repurchased. 229,140 shares had not yet been repurchased under the
authorization. Rescinding the remaining authorization was undertaken, in
connection with Valley's acquisition of Midland, to comply with certain of the
pooling-of-interests accounting rules as recently interpreted by the Securities
and Exchange Commission.
In connection with the acquisition of Midland, Valley provided to stock analysts
certain information about potential cost savings and revenue enhancements which
information was provided as a supplement to the Press Release issued September
13, 1996 (the "Press Release") regarding the merger between Valley and Midland
and as support for Valley's views expressed in the Press Release. The
information provided to the analysts is annexed as an exhibit to this Form 8-K.
The information should be read in conjunction with the Press Release and, when
released, the Form S-4 filed by Valley in connection with Midland meeting of
shareholders, as well as the information about Midland contained in the Form
S-4. The materials include forward-looking statements with respect to
anticipated cost savings, anticipated revenue enhancements and the anticipated
earnings impact from Valley's acquisition of Midland. Each of these is a
forward-looking statement, as that term is used in the Private Securities
Litigation Reform Act of 1995. These forward-looking statements do not
constitute historical facts and involve risks and uncertainties, including, but
not limited to, the possibility that the anticipated cost savings from Midland
could be less than stated, revenue enhancements might not be realized, other
elements of the income statement of Midland could be adversely impacted by the
acquisition, expenses arising from the acquisition will include certain one-time
charges which, in the period immediately following the acquisition may adversely
impact Valley's income, Valley may incur unanticipated costs and additional
expenses due to the Midland acquisition, as well as the possibility that
expenses and income could be adversely affected by general economic conditions
or adverse changes in the interest rate environment. Actual results may differ
materially from the estimates and projections.
Item 7 - Exhibits
(1) Press release, dated September 13, 1996
(2) Agreement and Plan of Merger, dated September 13, 1996, among
Valley National Bancorp, Valley National Bank, Midland Bancorporation, Inc. and
Midland Bank
(3) Stock Option Agreement, dated September 13, 1996, between Valley
National Bancorp and Midland Bancorporation, Inc.
(4) Press release, dated September 18, 1996
(5) Supplemental Materials provided to Stock Analysts in connection
with the Press Release dated September 13, 1996
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: September 20, 1996 By: /S/ ALAN ESKOW
---------------------
Alan Eskow,
Senior Vice President
EXHIBIT INDEX
(1) Press release, dated September 13, 1996
(2) Agreement and Plan of Merger, dated September 13, 1996, among
Valley National Bancorp, Valley National Bank, Midland Bancorporation, Inc. and
Midland Bank
(3) Stock Option Agreement, dated September 13, 1996, between Valley
National Bancorp and Midland Bancorporation, Inc.
(4) Press release, dated September 18, 1996
(5) Supplemental Materials provided to Stock Analysts in connection
with the Press Release dated September 13, 1996