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) |
March 19,
2008 |
VALLEY
NATIONAL BANCORP
(Exact
Name of Registrant as Specified in Charter)
|
New
Jersey
|
1-11277
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22-2477875
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(State or Other
Jurisdiction of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification Number)
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| 1455 Valley Road, Wayne, New
Jersey |
07470
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| (Address of
Principal Executive Offices) |
(Zip
Code)
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| Registrant’s
telephone number, including area code |
(973)
305-8800
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (see General Instruction A.2.
below):
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x
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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x
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR240.14d-2(b)) |
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR240.13e-4(c)) |
INFORMATION
TO BE INCLUDED IN THE REPORT
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Item
1.01
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Entry
into a Material Definitive
Agreement
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On March 19, 2008, Valley National
Bancorp (“Valley”) and Greater Community Bancorp (“Greater Community”) entered
into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the
Merger Agreement, Greater Community will be merged with and into Valley, with
Valley as surviving corporation. Immediately thereafter, Greater Community Bank,
a wholly-owned subsidiary of Greater Community, will be merged into Valley
National Bank, a wholly-owned subsidiary of Valley. Pursuant to the
terms of the Merger Agreement, Greater Community shareholders will receive, for
each share of Greater Community common stock: (i) 0.95 shares of no par value
common stock of Valley plus (ii) 0.10 of a warrant to purchase Valley common
stock at a price per share equal to (a) a price based on the average closing
price of Valley’s common stock over a specified period prior to closing plus (b)
$2.00 per share, with cash to be paid in lieu of fractional shares and
warrants. Holders of Greater Community stock options will also be
entitled to a cash payment calculated in accordance with the terms of the Merger
Agreement.
Closing of the merger, which Valley
currently anticipates will occur late in the third quarter of 2008, is
contingent on regulatory approvals and the satisfaction of certain closing
conditions by Greater Community, including the approval of Greater Community’s
shareholders. The Merger Agreement further provides that, upon
termination of the Merger Agreement under specified circumstances Greater
Community may be required to pay Valley a termination fee of $6,000,000 and in
other specified circumstances Valley may be required to pay Greater Community a
termination fee of $700,000. The information set forth above does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1, and is
incorporated herein by reference. A copy of the joint press release issued on
March 19, 2008 is attached to this Current Report as Exhibit 99.1 and is
incorporated herein by reference.
Additional
Information and Where to Find it
In
connection with the proposed merger, Valley intends to file a proxy
statement/prospectus with the Securities and Exchange
Commission. INVESTORS AND SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, BECAUSE IT WILL CONTAIN
IMPORTANT INFORMATION. Investors and security holders may obtain a
free copy of the registration statement (when available) and other documents
filed by Valley with the Commission at the Commission’s web site at
www.sec.gov. These documents may be accessed and downloaded for free
at Valley’s web site at http://www.valleynationalbank.com/filings.html or by
directing a request to Dianne M. Grenz, First Senior Vice President, Valley
National Bancorp, at 1455 Valley Road, Wayne, New Jersey 07470, telephone (973)
305-3380.
Participants
in the Solicitation
This
communication is not a solicitation of a proxy from any security holder of
Greater Community. However, Valley, Greater Community, their
respective directors and executive officers
and other persons may be deemed to be participants in the solicitation of
proxies from Greater Community’s shareholders in respect of the proposed
transaction. Information regarding the directors and executive
officers of Valley may be found in its definitive proxy statement relating to
its 2008 Annual Meeting of Shareholders, which was filed with the Commission on
March 6, 2008 and can be obtained free of charge from Valley’s
website. Information regarding the directors and executive officers
of Greater Community may be found in its 2007 Annual Report on Form 10-K, which
was filed with the Commission on March 12, 2008 and can be obtained free of
charge from Greater Community’s website. Other information regarding
the participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in the
proxy statement/prospectus and other relevant materials to be filed with the SEC
when they become available.
Forward
Looking Statements
The
foregoing contains forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. Such statements are not
historical facts and include expressions about management’s confidence and
strategies and management’s expectations about new and existing programs and
products, relationships, opportunities, taxation, technology and market
conditions. These statements may be identified by such
forward-looking terminology as “expect,” “believe,” “view,” “opportunity,”
“allow,” “continues,” “reflects,” “typically,” “usually,” “anticipate,” or
similar statements or variations of such terms. Such forward-looking
statements involve certain risks and uncertainties. Actual results may differ
materially from such forward-looking statements. Factors that may cause actual
results to differ from those contemplated by such forward-looking statements
include, but are not limited to, the following: failure to obtain shareholder or
regulatory approval for the merger of Greater Community with Valley or to
satisfy other conditions to the merger on the proposed terms and within the
proposed timeframe; the inability to realize expected cost savings and synergies
from the merger of Greater Community with Valley in the amounts or in the
timeframe anticipated; changes in the estimate of non-recurring charges; costs
or difficulties relating to integration matters might be greater than expected;
material adverse changes in Valley’s or Greater Community’s operations or
earnings; the inability to retain Greater Community’s customers and employees;
or a decline in the economy in Valley’s primary market areas, mainly in New
Jersey and New York. Valley assumes no obligation for updating any such
forward-looking statement at any time.
Item
9.01 Financial
Statements and Exhibits
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2.1
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Agreement
and Plan of Merger, dated March 19, 2008, between Valley National Bancorp
and Greater Community Bancorp.
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99.1
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Press
Release, dated March 19, 2008, regarding the Agreement and Plan of
Merger.
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SIGNATURE
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 hereunto
duly authorized.
| Dated: March
19, 2008 |
VALLEY NATIONAL
BANCORP |
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By: |
/s/ Alan
D. Eskow
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Alan
D. Eskow
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Executive
Vice President and
Chief
Financial Officer
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EXHIBIT
INDEX
| Exhibit
No. |
Description |
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| 2.1 |
Agreement
and Plan of Merger, dated March 19, 2008, between Valley National
Bancorp and Greater Community Bancorp.
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99.1
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Press
Release, dated March 19, 2008, regarding the Agreement and Plan of Merger.
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