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Filed
by Valley National Bancorp
Pursuant
to Rule 425 under the Securities Act of 1933
And
deemed filed pursuant to Rule 14a-12
Under
the Securities Exchange Act of 1934
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Subject
Company: Greater Community Bancorp
Commission
File No.
000-14294
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Set forth
below is a letter from Gerald H. Lipkin, Chairman, President and CEO of Valley
National Bancorp (“Valley”) and Valley National Bank, which was sent to all
employees of Greater Community Bancorp (“Greater Community” or “GCB”) on March
20, 2008.
| Date: |
March 19,
2008 |
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| To: |
All Greater
Community Bancorp Employees |
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| From: |
Gerald H. Lipkin,
Chairman, President and CEO |
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Valley National
Bank |
Valley
National Bancorp and Valley National Bank have entered into an Agreement and
Plan of Merger dated March 19, 2008 pursuant to which Greater Community Bancorp
will be merged into Valley National Bancorp and Greater Community Bank will be
merged into Valley National Bank. This merger with Greater Community
is consistent with Valley’s continued strategy of highly focused growth within
our market through new branches and acquisitions of other financial institutions
with similar business culture. We are very excited about the
opportunities it represents to our shareholders, customers and
employees.
As we
await regulatory and shareholder approval of the merger, maintaining business
continuity and customer service levels are of utmost importance. It
is, in fact, key to the ultimate success of the merger. Our plan is
to retain all retail branch staff members and commercial
lenders. Please be assured that, as we move toward the closing date
and through the integration process, those employees in areas selected for
consolidation will be given strong consideration for placement within the
organization. As a point of reference, Valley’s hiring capacity is
110 positions per month. We anticipate that many of those positions
will be filled with affected GCB employees. Valley is headquartered
locally in Wayne and has a proud history of commitment toward placing affected
staff members.
It is our
intention to continue all Greater Community’s current benefit programs until at
least January 2009; after which, GCB’s staff members will be covered by Valley’s
benefit programs. Valley offers a wide range of competitive benefits
including an employer-paid defined benefit pension plan. The plan’s
normal eligibility requirement will be waived and all GCB employees with at
least six (6) months of service as of January 1, 2009 will become plan
participants at that time. In addition, your tenure at GCB will be
considered for vacation, service awards and other Valley benefit
plans.
We
welcome you to the Valley family and look forward to working with you through
the integration process and beyond.
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.
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