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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) May 29, 1998
VALLEY NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
0-11179 22-2477875
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(Commission File Number) (IRS Employer Identification No.)
1455 Valley Road
Wayne, New Jersey 07470
(Address of principal executive offices)
(973) 305-8800
(Registrant's telephone number, including area code)
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Item 5. Other Events
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On May 29, 1998, Valley National Bancorp ("Valley") and Wayne Bancorp,
Inc. ("Wayne") jointly announced the signing of a definitive merger agreement
(the "Agreement") by which Valley will acquire Wayne. Wayne is the holding
company for Wayne Savings Bank, F.S.B., a six-branch federally-chartered savings
bank headquartered in Wayne, New Jersey. As of March 31, 1998, Wayne had $272
million in assets. A copy of the press release dated May 29, 1998 is attached as
an Exhibit to this Form 8-K.
Under the terms of the Agreement, each share of Wayne Common Stock will
be exchanged for 1.10 shares of Valley Common Stock which represents two times
the book value of Wayne. In the merger, Valley will issue approximately
2,215,205 shares of Valley common stock or approximately four percent of
Valley's outstanding shares. The acquisition is expected to be treated as a
tax-free exchange to holders of Wayne Common Stock and as a pooling-of-interest
for accounting purposes.
In connection with the execution of the Agreement, Wayne has issued an
option to Valley which, under certain defined circumstances could result in the
issuance of 400,000 shares of Wayne Common Stock, to Valley at an option price
of $24.50 per share.
On May 26, 1998, Valley's Board of Directors rescinded its previously
announced repurchase program after 220,125 shares of Valley Common Stock had
been repurchased. 1,029,875 shares had not yet been repurchased under the
authorization. Rescinding the remaining authorization was undertaken, in
connection with Valley's acquisition of Wayne, to comply with certain of the
pooling-of-intersts accounting rules as recently interpreted by the Securities
and Exchange Commission. A copy of the press release dated June 2, 1998 with
respect to Valley's Board of Directors decision to rescind its repurchase
program is attached as an Exhibit to this Form 8K.
Item 7. Exhibits
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2 Agreement and Plan of Merger dated as of May 29, 1998 among
Valley National Bancorp, Inc. and Wayne Bancorp, Inc.
99.1 Press Release dated May 29, 1998.
99.2 Stock Option Agreement dated as of May 29, 1998 among Valley
National Bancorp, and Wayne Bancorp, Inc.
99.3 Press Release dated June 2, 1998.
SIGNATURES
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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: June 4 , 1998 By: ALAN D. ESKOW
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Alan D. Eskow
Corporate Secretary
INDEX TO EXHIBITS
Exhibit No. Description
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2 Agreement and Plan of Merger dated as of May 29, 1998 among
Valley National Bancorp, Inc. and Wayne Bancorp, Inc.
99.1 Press Release dated May 29, 1998.
99.2 Stock Option Agreement dated as of May 29, 1998 among Valley
National Bancorp, and Wayne Bancorp, Inc.
99.3 Press Release dated June 2, 1998.