S-3 1 form_s-3.htm REGISTRATION STATEMENT Form S-3 Registration Statement

As filed with the Securities and Exchange Commission on October 4, 2001.

REGISTRATION NO. 333-_____

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

VALLEY NATIONAL BANCORP

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

22-2477875

(State or Other Jurisdiction of Incorporation)

(I.R.S. Employer Identification Number)

1455 Valley Road
Wayne, New Jersey 07470
(973) 305-8800

(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)

Gerald H. Lipkin
1455 Valley Road
Wayne, New Jersey 07470

(973) 305-8800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: At such time or times after the effective date of this Registration Statement as the selling shareholders shall determine.

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ]

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [ x ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]


                                  CALCULATION OF REGISTRATION FEE

                                             PROPOSED         PROPOSED
TITLE OF EACH                                MAXIMUM          MAXIMUM           AMOUNT OF
CLASS OF SECURITIES    AMOUNT TO BE       OFFERING PRICE     AGGREGATE        REGISTRATION
TO BE REGISTERED        REGISTERED          PER SHARE(1)   OFFERING PRICE         FEE(2)
----------------        ----------          ------------   --------------         ------

Common Stock,          126,329 shares       $29.825          $3,767,762.40        $941.94
no par value

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) based upon the average of the high and low prices reported in the consolidated reporting system on October 2, 2001.

(2) Pursuant to Rule 429 under the Securities Act, the prospectus filed as part of this registration statement also relates to our registration statement on Form S-3, Registration Number 333-42958, in which we registered for resale 57,626 shares of our common stock. A filing fee of $365 was paid with Registration Number 333-42958 in connection with those securities. Of those 57,626 shares, 2,438 have been sold by selling shareholders and 57,970 shares remain unsold. The 57,970 unsold shares reflect a 5% stock dividend issued by Valley on May 18, 2001.

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated as of ____________, 2001.

PROSPECTUS

VALLEY NATIONAL BANCORP

184,299 Shares

Common Stock, No Par Value

This prospectus relates to the offering for resale of 184,299 shares of common stock, no par value, of Valley National Bancorp, a New Jersey corporation. All of the common stock being registered may be offered and sold from time to time by certain selling shareholders of Valley (See "Selling Shareholders" and "Manner of Offering"). We will not receive any proceeds from the sale of the common stock by the selling shareholders.

Our common stock is listed on the NYSE under the symbol "VLY". On October 2, 2001, the last reported sales price for the common stock was $30.22 per share.

These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation, the Commissioner of Banking and Insurance of the State of New Jersey or other governmental agency.

Neither the Securities and Exchange Commission, nor any bank regulatory agency, nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus is _____________, 2001

FORWARD LOOKING STATEMENTS.......................................1
FOR ADDITIONAL INFORMATION ABOUT VALLEY NATIONAL BANCORP.........1
INCORPORATION OF INFORMATION WE FILE WITH THE SEC................1
VALLEY NATIONAL BANCORP..........................................2
SELLING SHAREHOLDERS.............................................3
MANNER OF OFFERING...............................................4
LEGAL MATTERS....................................................5
EXPERTS..........................................................5

You should rely only on the information contained in or incorporated by reference in this prospectus. We have not authorized anyone to provide you with information that is different. You should not assume that there have been no changes in the affairs of Valley National Bancorp since the date of this prospectus.

FORWARD-LOOKING STATEMENTS

This prospectus, including information incorporated by reference herein, contains certain forward-looking statements with respect to the financial condition, results of operations and business of Valley. Such statements are not historical facts and include expressions about Valley's confidence, strategies and expectations about new and existing programs and products, relationships, opportunities and market conditions. These statements may be identified by forward-looking terminology such as "expect" or "believe" or expressions of confidence like "substantial" or "continuing", or similar statements. These forward-looking statements involve substantial risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among others, the following:

The direction of the economy in New Jersey and New York especially as it has been affected by recent developments.
The direction of interest rates.
Continued levels of loan quality and origination volume.
Continued relationships with major customers including sources for loans.
The effects of general economic conditions and legal and regulatory barriers and structure.

We undertake no obligation to publically update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

FOR ADDITIONAL INFORMATION ABOUT VALLEY NATIONAL BANCORP

We file annual, quarterly, and current reports, proxy statements, and other information with the Securities and Exchange Commission. The SEC maintains a web site at http://www.sec.gov that contains materials filed by Valley. You can read and copy these materials at the SEC's public reference rooms at 450 Fifth Street, N.W., Washington, D.C. and 500 West Madison Street, Suite 1400, Chicago, Illinois. You can also order copies of these materials, on payment of copying fees, by writing to the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the operation of the public reference rooms. Our filings can also be read at the offices of the New York Stock Exchange, on which our common stock is listed.

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

The SEC allows us to "incorporate by reference" into this prospectus the information we file with the SEC. This means we can disclose important information to you by referring you to other documents that we filed with the SEC separately. The information incorporated by reference is part of this prospectus, except for information that is superceded by information in this document, and later information filed with the SEC after the date of this prospectus will update and supercede the information contained herein.

Our SEC filings incorporated by reference are:

1. Annual Report on Form 10-K for the year ended December 31, 2000.

2. Quarterly Reports on Form 10-Q for quarters ended March 31, 2001 and June 30, 2001.

3. Current Reports on Form 8-K filed January 29, 2001, April 6, 2001, August 21, 2001, and October 1, 2001.

4. The description of the Common Stock which is contained in Valley’s Registration Statement on Form 8-A
including any amendment or report filed for the purpose of updating such description.

We also incorporate by reference additional reports, proxy statements, and other documents that we may file with the SEC after the date of this prospectus under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until this offering is completed.

We will provide each person to whom this prospectus is delivered with a free copy of any or all of the documents incorporated by reference, except for exhibits to those documents (unless the exhibit is specifically incorporated by reference). You can request copies by calling or writing our Shareholder Relations Department, as follows:

Valley National Bancorp
1455 Valley Road
Wayne, New Jersey 07470
Attention: Dianne M. Grenze
Telephone: 973-305-3380

VALLEY NATIONAL BANCORP

Valley National Bancorp is a New Jersey corporation registered as a bank holding company under the Bank Holding Company Act of 1956, as amended. At December 31, 2000, Valley had consolidated total assets of $7.9 billion, total deposits of $6.1 billion, and total shareholders' equity of $656 million. Its principal subsidiary is Valley National Bank.

Valley National Bank is a national banking association chartered in 1927 under the laws of the United States. Valley National Bank, including its Merchants Bank of New York Division, provides a full range of commercial and retail banking services through 126 branch offices located in northern New Jersey and Manhattan. These services include the following: the acceptance of demand, savings and time deposits; extension of consumer, real estate, Small Business Administration and other commercial credits; and full personal and corporate trust, as well as pension and fiduciary services.

Valley National Bank has several wholly-owned subsidiaries which include a mortgage servicing company, a company which holds, maintains and manages investment assets for Valley National Bank, a subsidiary which owns and services auto loans, a subsidiary which owns and services commercial mortgage loans, a title insurance company, asset management advisers which are SEC registered investment companies, an Edge Act Corporation which is the holding company for a wholly-owned finance company located in Toronto, Canada, a subsidiary which specializes in asset-based lending, and a real estate investment trust which owns real estate related investments. Many of these subsidiaries transact business with Valley National Bank as well as third parties.

SELLING SHAREHOLDERS

The following table sets forth certain information, as of October 2, 2001, with respect to the shares of common stock beneficially owned and being offered hereby by the selling shareholders listed below. All of the shares were issued to the shareholders of Hallmark Capital Management, Inc. pursuant to a merger of Hallmark into HCM Acquisition Corp., now Hallmark Capital Management, Inc., a subsidiary of Valley National Bank. The offer and sale of the shares hereby are being registered pursuant to registration rights granted to the selling shareholders in connection with our acquisition of Hallmark on July 6, 2000. On September 21, 2000, Valley registered 57,626 shares pursuant to registration rights in connection with the Hallmark acquisition. Of those 57,626 shares, 2,438 have been sold by the selling shareholders and 57,970 shares remain unsold. The 57,970 unsold shares reflect a 5% stock dividend issued by Valley on May 18, 2001. No selling shareholder owns one percent or more of our common stock or beneficially owns our stock other than pursuant to the Hallmark acquisition. The selling shareholders may obtain additional shares of common stock subject to certain contingencies in connection with the merger agreement. The number of shares that the shareholders will receive is related to the growth of Hallmark over the three years subsequent to the merger. As of September 6, 2001, for the year ended June 30, 2001, we issued 26,329 shares to the selling shareholders. Those 26,329 shares, along with 100,000 shares which we estimate may be issued to the selling shareholders over the next two years, and 57,970 shares which remain unsold from the original issuance of shares on the closing date of the Hallmark acquisition, are being offered hereby. The 100,000 shares being offered is based on our expectation of a growth rate for Hallmark of 50% and 20% based on historical growth patterns for the years ended June 30, 2002 and June 30, 2003, respectively, and a stock price for Valley of $28.63. Because we cannot predict the growth of Hallmark for the next two years, the number of shares actually issued to the selling shareholders may be materially different from this estimate.


                                                    SHARES OF COMMON STOCK
      NAME                                              BEING OFFERED (1)
      ----                                              -----------------

Peter S. Hagerman..................................         87,397

Kathryn A. Skwieralski.............................         36,065

Cynthia S. Bechmann................................          1,764

Thomas G. Schiller.................................          4,196

Thomas S. Moore....................................         30,376

Jeffrey P. Braff...................................         19,459

Margaret I. Hemmer.................................          5,042

(1)

A portion of the shares beneficially owned is subject to certain earn-out requirements pursuant to the merger agreement between Valley and Hallmark and if the earn out requirements are achieved may be offered by the selling shareholders at a later date. Of the 184,299 shares being offered hereby, the issuance of 100,000 are contingent upon Hallmark’s operating results through June 30, 2003. The number of shares actually issued may be materially different.

In addition to the shares enumerated above, Hagerman, Skwieralski, Moore and Braff each have an option to purchase 1,050 shares of Valley stock and Bechmann, Schiller and Hemmer each have an option to purchase 525 shares of Valley stock. These options reflect a 5% stock dividend issued by Valley on May 18, 2001. These shares are not being registered for sale by this resistration statement.

After the merger between Hallmark and HCM was consummated, the selling shareholders became employees of HCM, now Hallmark Capital Management, Inc., a subsidiary of ours. The selling shareholders are eligible to participate in various Valley benefit plans by which they may acquire beneficial ownership of additional shares of our common stock. The shares that a selling shareholder may receive by participating in a Valley benefit plan are not being registered for sale by this registration statement.

MANNER OF OFFERING

The shares of common stock offered hereby may be sold from time to time by the selling shareholders, or by pledgees, donees, transferees or other successors in interest. Such sales may be made on the NYSE, or otherwise. The sales may be made at prices and terms then prevailing on such markets, at prices related to the then current market price or in negotiated transactions. The shares of offered common stock may be sold in one or more of the following:

A block trade in which the broker-dealer so engaged will attempt to sell the shares as agent, but may position and resell a portion of the block as principal to facilitate the transaction;
Purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
An exchange distribution in accordance with the rules of the exchange; or
Ordinary brokerage transactions and transactions in which the broker solicits purchasers.

In effecting sales, broker-dealers engaged by the selling shareholders may arrange for other broker-dealers to participate in resales.

In connection with the distribution of the offered common stock, the selling shareholders may enter into hedging transactions with broker-dealers. In connection with such transactions, broker-dealers may engage in short sales of the offered common stock in the course of hedging the positions they assume with the selling shareholders. The selling shareholders may also:

sell shares of common stock short and deliver the shares of offered common stock to close out such short positions;
enter into option or other transactions with broker-dealers that require the delivery of the shares, which the broker-dealer may resell or otherwise transfer pursuant to this prospectus;
lend or pledge the shares to a broker-dealer and the broker-dealer may sell the loaned or pledged shares upon a default pursuant to this prospectus;
pledge the shares to a lender other than a broker-dealer, and upon default the lender may sell the pledged shares pursuant to this prospectus; or
contribute or sell the shares to trusts or other entities for the benefit of the contributing shareholder and members of his or her family.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

PROSPECTUS

VALLEY NATIONAL BANCORP

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

FOR ADDITIONAL INFORMATION ABOUT VALLEY NATIONAL BANCORP

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

VALLEY NATIONAL BANCORP

SELLING SHAREHOLDERS

MANNER OF OFFERING

LEGAL MATTERS

EXPERTS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Item 15. Indemnification of Directors and Officers

Item 16. Exhibits

SIGNATURES

INDEX TO EXHIBITS

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PROSPECTUS

VALLEY NATIONAL BANCORP

TABLE OF CONTENTS

FORWARD-LOOKING STATEMENTS

FOR ADDITIONAL INFORMATION ABOUT VALLEY NATIONAL BANCORP

INCORPORATION OF INFORMATION WE FILE WITH THE SEC

VALLEY NATIONAL BANCORP

SELLING SHAREHOLDERS

MANNER OF OFFERING

LEGAL MATTERS

EXPERTS

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Item 15. Indemnification of Directors and Officers

Item 16. Exhibits

SIGNATURES

INDEX TO EXHIBITS

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933