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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) April 7, 1999
VALLEY NATIONAL BANCORP
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(Exact name of registrant as specified in its charter)
New Jersey
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(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
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(Address of principal executive offices)
(973) 305-8800
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(Registrant's telephone number, including area code)
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Item 5. Other Events
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On April 7, 1999, Valley National Bancorp ("Valley" or the Company") issued a
press release reporting earnings for the quarter ended March 31, 1999. A copy of
the press release is attached to this Form 8-K as an exhibit and is incorporated
by reference herein.
First quarter fully diluted earnings per share increased to $0.46 per share from
$0.43 in 1998, an increase of 7 percent. Net income for the first quarter ended
March 31, 1999 was $25.3 million, compared to $23.7 million for the same period
in 1998. All data for 1998 has been restated to reflect the merger with Wayne
Bancorp, Inc. on October 16, 1998, accounted for as a pooling of interests, and
the 5 for 4 stock split issued during May 1998.
The quarter ended March 31, 1999 produced an annualized return on average assets
of 1.82 percent and an 18.09 percent annualized return on average equity. The
efficiency ratio for the quarter ended March 31, 1999 was 41.8 percent.
On April 7, 1999, the Company also issued a press release announcing the
declaration of the Company's 5% stock dividend on the Company's common stock
outstanding. The stock dividend is payable May 18, 1999 to shareholders of
record May 7, 1999. Additionally, the Company announced the declaration of an
increase in the Company's regular annual dividend rate from $0.95 per share on
an after split basis to $1.04 per share of common stock. A copy of the press
release is attached to this Form 8-K as an Exhibit.
On December 17, 1998, the Company reached an agreement to acquire Ramapo
Financial Corporation ("Ramapo") in a merger. The acquisition will be completed
by the issuance of the Company's Common Stock totaling approximately 3.4 million
shares. Under the terms of the merger agreement between Ramapo and the Company,
each share of Ramapo common stock was to be converted into 0.425 shares of
Valley common stock. However, as a result of the Company's 5% stock dividend
referred to above, the 0.425 exchange ratio will be adjusted to 0.44625,
assuming that the Ramapo merger is consummated after the May 7, 1999 record date
for the Valley stock dividend, as is currently expected. The merger agreement
provides Ramapo with the right to terminate the agreement if the average
closing price of Valley common stock during a ten trading day period ending five
days before the merger is less than $23.50. However, as a result of the
Company's 5% stock dividend, and assuming the merger is completed in June 1999,
as is currently contemplated, Ramapo's right to terminate the merger agreement
will be adjusted and will be triggered if the (post-stock dividend) average
closing price of Valley common stock during a ten trading day period ending five
days before the merger is less than $22.38.
Item 7. Exhibits
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Exhibit 99.1 Press Release - First Quarter Earnings
Exhibit 99.2 Press Release - Stock Dividend
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: April 8, 1999 By:
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Alan D. Eskow
Corporate Secretary
INDEX TO EXHIBITS
Exhibit No. Description
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99.1 Press Release - First Quarter Earnings
99.2 Press Release - Stock Dividend