Exhibit (5)
SUPPLEMENTAL MATERIALS
(THESE MATERIALS ARE DATED SEPTEMBER 18, 1996,
HAVE NOT BEEN REVISED SINCE THAT DATE, AND
VALLEY IS NOT OBLIGATED TO UPDATE THESE
MATERIALS IN LIGHT OF SUBSEQUENT DEVELOPMENTS.)
The attached information is being provided as a supplement to the Press Release
issued September 13, 1996 regarding the merger between Valley National Bancorp
and Midland Bancorporation, Inc.
This information should be read in conjunction with the press release and when
released the Form S-4 filed by Valley in connection with Midland Bancorporation,
as well as the information about Midland Bancorporation contained in the S-4.
The following materials include forward-looking statements with respect to
anticipated cost savings, anticipated revenue enhancements and the anticipated
earnings impact from Valley National Bancorp's planned acquisition of Midland
Bancorporation. 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
following estimates and projections.
STRATEGIC IMPORTANCE TO VALLEY
Midland's branches are all in Bergen County, NJ, one of the most
affluent and densely populated areas in the United States
In-market transaction with substantial cost savings
No duplication of branch locations - Bergen County branch
locations increase from 17 to 30
Midland is an excellent franchise with 28% non-interest bearing
deposits and a net interest margin at 5.4%
Midland Bank has high non-interest expense totaling $15 million
annually
Transaction becomes accretive to Valley's income with
approximately $3.2 million, after tax, in cost savings or income
enhancements. Additional cost savings or income enhancements have
been identified.
COST SAVINGS
Midland operates with an efficiency ratio of 66% and non-interest expenses of
approximately $15 million annually. The following are some of the expected cost
savings and income enhancements resulting from the transaction within one year
following consummation:
Midland Bank/Valley National Bank Estimated Cost Savings
Marketing and Public Relations $ 450,000
Insurance 200,000
Professional Services 300,000
Directors Fees 125,000
* Data Processing & Bookkeeping 2,000,000
Examinations 120,000
* Non-Data Processing & Bookkeeping
Salary Savings (15%) 1,200,000
Other Expenses 400,000
----------
Total $4,795,000
Income Enhancements
Investment Account (average maturity
18 mos. - average yield under 5.25%) 2,000,000
* Includes consolidation of staff at Valley and Midland