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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) December 17, 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 December 17, 1998, Valley National Bancorp ("VALLEY") and Ramapo
Financial Corporation ("Ramapo") jointly announced the signing of a definitive
merger agreement (the "Agreement") by which Valley will acquire Ramapo. Ramapo
is the holding company for The Ramapo Bank a state chartered commercial bank
headquartered in Wayne, New Jersey. A copy of the press release dated December
17, 1998 is attached as an Exhibit to this Form 8-K.
Under the terms of the Agreement, each of the 8,081,199 outstanding
shares of Ramapo Common Stock will be exchanged for 0.425 shares of Valley
Common Stock. The acquisition is expected to be treated as a tax-free exchange
to holders of Ramapo Common Stock and as a pooling-of-interest for accounting
purposes.
The acquisition is conditioned upon necessary bank regulatory
approvals, the approval of Ramapo's shareholders and other customary conditions.
The parties anticipate that the merger will be consummated in the second quarter
of 1999.
In connection with the execution of the Agreement, Ramapo has issued an
option to Valley which, under certain defined circumstances could result in the
issuance of 1,608,159 shares of Ramapo Common Stock, to Valley at an option
price of $7.50 per share.
Item 7. Exhibits
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Exhibit 2.1 Agreement and Plan of Merger dated December 17, 1998
among Valley National Bancorp, Inc., Valley National
Bank, Ramapo Financial Corporation and The Ramapo Bank.
Exhibit 2.2 Stock Option Agreement dated December 17, 1998 among
Valley National Bancorp, and Ramapo Financial Corporation.
Exhibit 99 Press Release dated December 17, 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: December 21, 1998 By: ALAN D. ESKOW
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Alan D. Eskow
Corporate Secretary
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Agreement and Plan of Merger dated December 17, 1998
among Valley National Bancorp, Inc., Valley National Bank,
Ramapo Financial Corporation and The Ramapo Bank.
2.2 Stock Option Agreement dated December 17, 1998 among
Valley National Bancorp, and Ramapo Financial
Corporation.
99 Press release dated December 17, 1998.