UNITED STATES

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): November 5, 2015

 

Juniata Valley Financial Corp.

(Exact name of registrant as specified in its charter)

 

 

Pennsylvania   0-13232   23-2235254
(State or other Jurisdiction of
Incorporation) 		  (Commission File Number)   (IRS Employer Identification
No.)

 

 

Bridge and Main Streets, Mifflintown,
Pennsylvania 		 

 

17059

(Address of principal executive offices)   (Zip Code)

 

 

Registrant’s telephone number, including area code: ( 717 ) 436 - 8211

  

Not Applicable
(Former name or former address if changed since last report.)

 

 

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:

 

þ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

   

Item 2.02 Results of Operations and Financial Condition

 

On November 10, 2015, Juniata Valley Financial Corp. issued a press release reporting financial results for the quarter and year-to-date ending September 30, 2015. The aforementioned press release is attached as Exhibit 99.1 to this current report on Form 8-K.

 

Item 5.07 Submission Of Matters To A Vote Of Security Holders

 

The Special Meeting of Shareholders (the “Meeting”) of Juniata Valley Financial Corp. (the “Company” or “Juniata Valley”) was held on November 5, 2015. At the Meeting, the shareholders approved the proposed merger of FNBPA Bancorp, Inc. with and into Juniata Valley as follows:

 

 

For

 

Against

 

Abstentions

2,964,144.866 228,629.632 29,830.291

 

At the Meeting, the shareholders also approved three proposed amendments to the Articles of Incorporation of Juniata Valley as follows:

 

 

1. Amendment of Section 11(D)(1) to clarify and narrow the application of that section to fundamental transaction in which Juniata is the selling institution:

 

 

For

 

Against

 

Abstentions

2,892,457.709 272,802.419 57,344.660

 

2. Amendment of Section 11(D)(2) to clarify and narrow the application of that section to fundamental transaction in which Juniata is the selling institution and to further clarify that shareholder approval of a transaction is not required where Juniata is the acquiring institution unless otherwise required by law:

 

 

For

 

Against

 

Abstentions

2,881,729.563 283,964.229 56,910.997

 

3. Amendment of the unnumbered paragraph of Section 11(D) to lower the shareholder vote required for specified fundamental transactions in which Juniata is the selling institution if the Board has approved the transaction:

 

 

For

 

Against

 

Abstentions

2,852,355.477 281,106.0733 89,143.238

 

There were no other matters considered at the meeting.

 

 

 

 

 

Item 8.01 Other events

 

On November 10, 2015, Juniata Valley Financial Corp. issued a press release reporting regulatory and shareholder approval for merger. The aforementioned press release is attached as Exhibit 99.1 to this current report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits. The exhibit listed on the Exhibit Index accompanying this Form 8-K is furnished herewith.

 

 

 

 

SIGNATURES

 

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.

 

 

  Juniata Valley Financial Corp.
   
   
Date: November 12, 2015 By: /s/ JoAnn McMinn
  Name: JoAnn McMinn
  Title: EVP, Chief Financial Officer

 

   

 

Exhibit Index

 

Exhibit No. Description
3(i)   Amended and Restated Articles of Incorporation
99.1   Press Release reporting financial results for Quarter 3, 2015.
 

 

 

 

 

Exhibit 3(i)

 

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

 

JUNIATA VALLEY FINANCIAL CORP.

Effective November 9, 2015

 

1.                   The name of the Corporation is Juniata Valley Financial Corp.

 

2.                   The location and post office address of its registered office in the Commonwealth of Pennsylvania is Bridge and Main Streets, Mifflintown, Pennsylvania.

 

3.                   The Corporation is incorporated under the Business Corporation Law of the Commonwealth of Pennsylvania for the following purpose or purposes:

 

To have unlimited power to engage in and to do any lawful act concerning any or all lawful business for which Corporations may be incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania. The Corporation is incorporated under the provisions of the Business Corporation Law of the Commonwealth of Pennsylvania (Act of May 5, 1933, P. L. 364, as amended).

 

4.                   The term for which the Corporation is to exist is perpetual.

 

5.                   The aggregate number of shares which the Corporation shall have authority to issue is 20,500,000 shares, divided into two classes consisting of 20,000,000 shares of Common Stock with a par value of $1.00 per share and 500,000 shares of Preferred Stock without a par value. The Board of Directors shall have the full authority permitted by law to fix by resolution full, limited, multiple or fractional, or no voting rights, and such designations and preferences, priorities, qualifications, privileges, limitations, restrictions, options, conversion rights, dividend features, retirement features, liquidation features, redemption features or other special or relative rights that may be desired for the Preferred Stock and any series thereof, and to issue such Preferred Stock from time to time in one or more series. The designations, preferences, priorities, qualifications, privileges, limitations, restrictions, options, conversion rights, dividend features, retirement features, liquidation features, redemption features and any other special or relative rights of any series of Preferred Stock may differ from those of any and all series at any time outstanding.

 

6.                   The name and post office address of each incorporator and the number and class of shares subscribed by each incorporator is:

 

 

Name

 

Address No. and Class of Shares
James A. Ulsh

1801 N. Front St.

P.O. Box 729

Harrisburg, PA 17108

One share of common stock

 

 

 

 

 

 

7.                   No cumulative voting for the election of directors shall be permitted.

 

8.                   No holder of any class of capital stock of the Corporation shall have pre-emptive rights, and the Corporation may issue shares, option rights or securities having conversion or option rights with respect to shares and any other securities of any class without first offering them to shareholders of any class or classes

 

9.                   To the full extent permitted by law, the Board of Directors is expressly vested with the authority to make, alter, amend and repeal such Bylaws as it may deem necessary or desirable for the Corporation, subject to the statutory power of the shareholders to change such action but only upon the affirmative vote of the holders of the outstanding capital stock of the Corporation entitled to cast at least seventy-five percent (75%) of the votes which all shareholders are entitled to cast on the matter at a regular or special meeting of the shareholders duly convened after notice to the shareholders of that purpose.

 

10.                

 

A.                  The Board of Directors of the Corporation may, in its sole discretion, if it deems it advisable, oppose any offer, proposal, or attempt by any Corporation or other business entity, person or group to (a) make any tender or other offer to acquire any of the Corporation's securities; (b) merge or consolidate the Corporation with or into another entity; (c) purchase or otherwise acquire all or substantially all of the assets of the Corporation; or (d) make any transaction similar in purpose or effect to any of the above. In considering whether to oppose, recommend or remain neutral with respect to any of the aforesaid offers, proposals or plans, the Board of Directors shall evaluate what is in the best interests of the Corporation and may, but is not legally obligated to, consider any pertinent factors which may include but are not limited to any of the following:

 

(1)                Whether the offering price, whether in cash or in securities, is adequate and acceptable based upon both the current market price of the Corporation's securities and the historical and present operating results or financial condition of the Corporation.

 

(2)                Whether a price more favorable to the shareholders may be obtained now or in the future from other offerors and whether the Corporation's continued existence as an independent Corporation will affect the future value of the Corporation.

 

(3)                What the impact of the offer would have on the employees, depositors, clients and the customers of the Corporation or its subsidiaries and the communities which they serve

 

(4)                The present and historical financial position of the offeror, its reputation in the communities which it serves and the effect which the reputation and practices of offeror or its management and affiliates would have upon the employees, depositors and customers of the Corporation and the community which the Corporation serves.

 

(5)                An analysis of the value of the securities (if any) offered in exchange for the Corporation's securities.

 

(6)                Any anti-trust or other legal or regulatory issues raised by the offeror.

 

B.                  If the Board of Directors determines that an offer shall be rejected, it may take any lawful action to accomplish its purpose, including, but not limited to, any or all of the following: advising shareholders not to accept the offer; litigation against the offeror; filing complaint with all government and regulatory authorities having jurisdiction over the offer; acquiring the Corporation's securities; selling or otherwise issuing authorized but unissued securities or treasury stock and granting options with respect thereto; acquiring a company to create an anti-trust or other regulatory problem for the offeror; and obtaining a more favorable offer from another individual or entity.

 

 

 

 

11.                

 

A.                  For purposes of this Article 11 the term "Business Combination" shall mean any one or more of the following transactions:

 

(1)                Any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with or into (i) any ten percent (10%) Shareholder (as hereinafter defined) or (ii) any other Corporation (whether or not itself is a ten percent (10%) Shareholder) which is, or after such merger or consolidation would be, an affiliate (as hereinafter defined) of a ten percent (10%) Shareholder; or

 

(2)                Any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or in a series of related transactions) to or with any ten percent (10%) Shareholder of assets whether of the Corporation or any Subsidiary or Subsidiaries of the Corporation, or any combination thereof, the aggregate value of which is equal to or greater than ten percent (10%) of the Corporation's consolidated stockholders equity; or

 

(3)                The issuance or transfer by the Corporation or by any Subsidiary (in one transaction or in a series of related transactions) of any securities of the Corporation or any Subsidiary to any ten percent (10%) Shareholder or Affiliate of a ten percent (10%) Shareholder in exchange for cash, securities or other property or any combination thereof, having an aggregate fair market value equal to or greater than ten percent (10%) of the Corporation's consolidated stockholders equity; or

 

(4)                Any reclassification of securities (including any reverse stock split), recapitalization, reorganization, merger or consolidation of the Corporation with any of its Subsidiaries or any similar transaction (whether or not with, into or otherwise involving a ten percent (10%) Shareholder) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary, which is directly or indirectly owned by any ten percent (10%) Shareholder or any Affiliate of a ten percent (10%) Shareholder;

 

Provided however, no transaction described in Clauses 1 through 4 of this subparagraph A of Article 11 shall constitute a Business Combination if the Board of Directors has by resolution authorized or ratified the execution and delivery of a written agreement in principle, memorandum of understanding or letter of intent respecting such transaction prior to the time the ten percent (10%) Shareholder involved in such transaction acquired, directly or indirectly, more than five percent (5%) of the outstanding Common Stock of the Corporation which would be entitled to vote on such transaction. In such an event the provisions of subparagraph D of this Article 11 shall apply.

 

B.                  Notwithstanding the fact that by law or by agreement with a national securities exchange or otherwise no vote, or a lesser vote, of shareholders may be specified or permitted, and except as otherwise expressly provided in subparagraph C. of this Article 11 the affirmative vote of the holders of at least eighty-five percent (85%) of the votes which all Shareholders are entitled to cast on the matter shall be required to approve any Business Combination.

 

C.                  Notwithstanding the provisions of subparagraph B. of this Article 11, a Business Combination shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the votes which all Shareholders are entitled to cast on the matter, if and only if all of the following conditions shall have been satisfied:

 

(1)                The ratio of (a) the aggregate amount of cash and fair market value of all other consideration to be received in such Business Combination by the Corporation, a Subsidiary, or the holders of Common Stock, as the case may be, divided by the number of shares of Common Stock issued and outstanding immediately prior to the first public announcement relating to such Business Combination, to (b) the market price of the Common Stock per share immediately prior to the first public announcement relating to such Business Combination, is at least as great as the ratio of (c) the highest per-share price (including brokerage commissions, transfer taxes and soliciting dealers' fees) which such ten percent (10%) Shareholder has paid for any shares of Common Stock acquired by it within the three-year period prior to the record date for determining shareholders entitled to vote on such Business Combination to (d) the market price of the Common Stock immediately prior to the initial acquisition by such ten percent (10%) Shareholder of any Common Stock.

 

 

 

 

 

(2)                The aggregate amount of the cash and fair market value of other consideration to be received in such Business Combination by the Corporation, a Subsidiary or the holders of Common Stock, as the case may be, divided by the number of shares of Common Stock issued and outstanding immediately prior to the first public announcement relating to such Business Combination, is not less than the highest per-share price (including brokerage commissions, transfer taxes and soliciting dealers' fees) paid by such ten percent (10%) Shareholder for any block of Common Stock owned by it; and in addition is not less than the market price per share of Common Stock immediately prior to the first public announcement relating to such Business Combination.

 

(3)                The form of consideration to be received by holders of Common Stock in such Business Combination shall not be less favorable than the consideration paid by the ten percent (10%) Shareholder in acquiring the largest block of Common Stock already owned by it;

 

 

(4)                After such ten percent (10%) Shareholder has acquired ownership of not less than ten percent (10%) of the then outstanding Common Stock (a "10% Interest") and prior to the consummation of such Business Combination:

 

(a)                 the ten percent (10%) Shareholder shall have taken all action necessary to ensure that the Corporation's Board of Directors included at all times representation by Continuing Director(s) (as hereinafter defined) proportionate to the ratio that the Voting Shares owned by persons who are not ten percent (10%) Shareholders ("Public Holders") bears to all Voting Shares outstanding at such respective times (with a Continuing Director to occupy any resulting fractional Board position);

 

(b)                such ten percent (10%) Shareholder shall not have acquired any newly issued shares of stock, directly or indirectly, from the Corporation (except upon conversion of convertible securities acquired by it prior to obtaining a 10% Interest or as a result of a pro rata stock dividend or stock split); and

 

(c)                 such ten percent (10%) Shareholder shall not have acquired any additional shares of the Corporation's outstanding Voting Shares except as a part of the transaction which resulted in such ten percent (10%) Shareholder acquiring its 10% Interest;

 

(5)                Prior to the consummation of such Business Combination, such ten percent (10%) Shareholder shall not have (a) received the benefit, directly or indirectly (except proportionately as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or tax credits provided by the Corporation, or (b) made any major change in the Corporation's business or equity capital structure without the unanimous approval of the whole Board of Directors; and

 

(6)                A proxy statement meeting the requirements of the Securities Exchange Act of 1934 shall have been mailed to all holders of Voting Shares for the purpose of soliciting shareholder approval of such Business Combination. Such proxy statement shall contain at the front thereof, in a prominent place, any recommendations as to the advisability (or inadvisability) of the Business Combination which the continuing Directors, or any of them, may have furnished in writing and an opinion of a reputable investment banking firm as to the fairness (or lack of fairness) of the terms of such Business Combination, from the point of view of the holders of Voting Shares other than any ten percent (10%) Shareholder (such investment banking firm to be selected by a majority of the Continuing Directors, to be furnished with all information it reasonably requests and to be paid a reasonable fee by the Corporation for its services upon receipt by the Corporation of such opinion).

 

 

 

 

D.                  Any of the following which are not a Business Combination subject to the provisions of subparagraph B or subparagraph C of this Article 11 shall require the affirmative vote of the holders of at least seventy-five percent (75%) of the votes which all Shareholders are entitled to cast on the matter:

 

(1)                Any merger or consolidation in which the Corporation is not the surviving entity; or

 

(2)                Any merger or consolidation of a Subsidiary in which the Subsidiary is not the surviving entity or where (i) the resulting, surviving or continuing corporation, as the case may be, would not be a Subsidiary or (ii) the total number of shares of the Corporation issued or delivered in connection with such transaction, plus those initially issuable upon conversion of any other shares, securities or obligation to be issued in connection with such transaction, exceed fifteen percent (15%) of the shares of Common Stock of the Corporation outstanding immediately prior to the date on which such transaction is consummated; or

 

(3)                Any sale, lease, exchange, mortgage, transfer or other disposition of all or substantially all of the assets of the Corporation; or

 

(4)                Any sale, lease, exchange, mortgage, pledge, transfer or other disposition of all or substantially all the assets of a Subsidiary whose total assets exceed twenty percent (20%) of the total assets of the Corporation as reflected on the most recent consolidated balance sheet of the Corporation; or

 

(5)                Any sale of all or substantially all of the stock in a subsidiary whose total assets exceed twenty percent (20%) of the total assets of the Corporation as reflected on the most recent consolidated balance sheet of the Corporation.

 

Provided, however, that with respect to: (i) any transaction not described in Article 11, Sections 11(D)(1) through (5); or (ii) any transaction that is described in Article 11, Section 11(D)(1) through (5) that is approved by at least 75% of the members of the Board of Directors; or (iii) any transaction that involves the Corporation or a Subsidiary and is not a Business Combination, such transaction shall require only such shareholder approval, if any, as may be required pursuant to the Business Corporation Law of Pennsylvania as in effect from time to time.

 

E.                   Any plan or proposal for the liquidation or dissolution of the Corporation which would require or permit a distribution of any surplus remaining after paying off all debts and liabilities of the Corporation to the shareholders in accordance with their respective rights and preferences shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the votes which all Shareholders are entitled to cast on the matter; provided, the affirmative vote of the holders of at least eighty- five percent (85%) of the votes which all Shareholders are entitled to cast on the matter shall be required for any such plan or proposal which would permit such distribution to shareholders to be made other than in cash.

 

F.                   For the purposes of this Article 11 and Article 12:

 

(1)                A "person" shall mean any individual group, firm, Corporation or other entity.

 

(2)                "10% Shareholder" shall mean, in respect of any Business Combination, any person (other than the Corporation or any Subsidiary) who or which, as of the record date for the determination of shareholders entitled to notice of and to vote on such Business Combination, or immediately prior to the consummating of any such transaction:

 

 

 

 

(a)                 is the beneficial owner, directly or indirectly, of not less than ten percent (10%) of the outstanding Common Stock of the Corporation; or

 

(b)                is an Affiliate of the Corporation and at any time within two years prior thereto was the beneficiary owner, directly or indirectly, of not less than ten percent (10%) of the outstanding Common Stock of this Corporation; or

 

(c)                 is an assignee of or has otherwise succeeded to any Common Stock which was at any time within two years prior thereto beneficially owned by any ten percent (10%) Shareholder, and such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

 

(3)                A person shall be the "beneficial owner" of any Common Stock:

 

(a)                 which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially own, directly or indirectly; or

 

(b)                which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote, pursuant to any agreement, arrangement or understanding; or

 

(c)                 which are beneficially owned, directly or indirectly, by any other person with which such first-mentioned person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock.

 

(4)                The outstanding Common Stock shall include shares deemed owned through application of Section 3 above but shall not include any other shares of Common Stock which may be issuable pursuant to any agreement, or upon exercise of conversion rights, warrants or options, or otherwise.

 

(5)                "Continuing Director" shall mean a person who was a member of the Board of Directors of the Corporation elected by the Holders of Common Stock prior to the date as of which any ten percent (10%) Shareholder acquired in excess of five percent (5%) of the then outstanding shares of Common Stock, or a person designated (before his initial election as a Director) as a Continuing Director by a majority of the then Continuing Directors.

 

(6)                "Affiliate" and "Associate" shall have the respective meanings given those terms in the General Rules and Regulations under the Securities Exchange Act of 1934.

 

(7)                "Subsidiary" means any corporation or entity of which a majority of any class of equity security (as defined in the General Rules and Regulations under the Securities Exchange Act of 1934) is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of ten percent (10%) Shareholder set forth in Section 2 of this subparagraph F, the term "Subsidiary" shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.

 

 

 

 

(8)                "Voting Shares" shall mean any shares of the capital stock of the Corporation entitled to vote (irrespective of the number of votes which each such share is entitled to cast) generally in the election of Directors.

 

G.                  A majority of the Continuing Directors shall have the power and duty to determine for the purposes of this Article 11, on the basis of information known to them, (1) the number of shares of Common Stock beneficially owned by any person, (2) whether a person is an Affiliate or Associate of another, (3) whether a person has an agreement, arrangement or understanding with another as to the matters referred to in Section 3 of subparagraph F., (4) the fair market value of consideration other than cash to be received in any Business Combination, (5) whether the form of consideration to be received by holder of Common Stock in a Business Combination is not less favorable than the consideration paid by a ten percent (10%) Shareholder in acquiring the largest block of Common Stock owned by it, and (6) whether a ten percent (10%) Shareholder has taken all action necessary to ensure proportionate representation by Continuing Directors on the Board of Directors for purposes of clause 4(a) of subparagraph C of this Article 11.

 

H.                  Nothing contained in this Article 11 shall be construed to relieve any ten percent (10%) Shareholder from any fiduciary obligation imposed by law.

 

12.               Articles 7, 8, 9, 10 and 11 of these Articles of Incorporation, and this Article 12, may not be amended, altered, changed or repealed without the affirmative vote of holders of at least eighty-five percent (85%) of the votes which all shareholders are entitled to cast on the matter. Provided, however, that if the amendment, alteration, change or repeal of any of the aforesaid Articles is recommended to the shareholders by sixty-six and two-thirds percent (66 2/3%) of the whole Board of Directors, consisting entirely of Continuing Directors, then the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the votes which all Shareholders are entitled to cast on the matter shall be required. Article 5 of these Articles of Incorporation may not be amended, altered, changed or repealed without the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the votes which all shareholders are entitled to cast on the matter.

 

13.               The Corporation shall, to the fullest extent permitted by applicable law, indemnify any and all persons whom it shall have the power to indemnify from and against any and all expenses, liabilities or other matter for which indemnification is permitted by applicable law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

 

14.               Each article of these Articles of Incorporation shall be considered separable and if for any reason any Article is determined to be invalid and contrary to any then existing law, such invalidity shall not impair the operation of or affect those Articles which are valid.

 

 

 

 

 

 

Exhibit 99.1

 

 

Company Release – Mifflintown, PA – November 10, 2015

 

Juniata Valley Financial Corp. Announces Merger Approval and Third Quarter Earnings

 

 

Filed by: Juniata Valley Financial Corp.

Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: FNBPA Bancorp, Inc.

Company File No.:  0-13232

 

Marcie A. Barber, President and Chief Executive Officer of Juniata Valley Financial Corp. (OTC Pink: JUVF) (“Juniata”), announced that the shareholders of both FNBPA Bancorp, Inc. and Juniata have approved the proposed merger of FNBPA with and into Juniata and that all required regulatory approvals of the merger have been received. Completion of the merger remains subject to customary closing conditions. Ms. Barber commented, “We are very pleased that both Juniata’s and FNBPA’s shareholders have approved the transaction and that we have received all necessary regulatory approvals. These developments were necessary for the combined company’s future success, providing even greater opportunities for our respective customers, employees, shareholders and regions in the years ahead. Expansion outside the Juniata Valley geographic region is an important step and we look forward to doing business as “JVB Northern Tier” in our new market”.

 

The merger is expected to be completed by November 30, 2015. Election materials were mailed to FNBPA shareholders on November 5, 2015, providing shareholders with the opportunity to indicate their preference to exchange FNBPA shares for cash, at the rate of $50.34 per share, Juniata common stock, at the rate of 2.7813 shares of Juniata common stock for each FNBPA share owned, or a combination of cash and common stock in connection with the merger. All elections made will be subject to the allocation and proration procedures described in the proxy statement/prospectus, dated September 11, 2015, which was previously mailed to shareholders. The deadline for shareholders to return their election materials is November 30, 2015.

 

Ms. Barber also announced that Juniata’s third quarter 2015 net income was $1,008,000.. Excluding tax-effected non-recurring merger and acquisition costs of $145,000 incurred during the quarter ended September 30, 2015, net income was $1,153,000, an increase of $95,000, or 9.0%, over net income of $1,058,000 in the third quarter of 2014. Net interest income increased in the third quarter of 2015 by $236,000 when compared to the third quarter of 2014, driven by higher average loan balances and lower funding costs. Offsetting the rise in net interest income was an increase in non-interest expense, primarily employee compensation and benefits expense. Non-interest income during the third quarter of 2015 increased by $100,000 when compared to the third quarter of 2014 and included a $76,000 increase in customer service fees and a $98,000 life insurance gain, partially offset by a decrease in mortgage banking income and other fees generated by loan activity, as a result of a reduction in secondary market lending production during 2015.

 

Annualized return on average assets for the third quarter of 2015 was 0.84% as compared to 0.89% for the same period in 2014 and annualized return on average equity was 8.03% and 8.30% in the third quarters of 2015 and 2014, respectively. Excluding tax-effected non-recurring merger and acquisition costs, return on average assets and return on average equity were 0.96% and 9.18%, respectively, for the third quarter of 2015.

 

For the nine months ended September 30, 2015, net income was $2,933,000.. Exclusive of $200,000 of tax-effected non-recurring merger and acquisition costs incurred during the 2015 nine-month period, net income was $3,133,000, as compared to net income of $3,124,000 for the first nine months of 2014. Net interest income increased by $570,000 in the 2015 period compared to the same period in the prior year, primarily as a result of increased yields in the investment portfolio and lower cost of deposits. For the first nine months of 2015, the loan loss provision was $302,000 versus $247,000 for the first nine months of 2014, with the increase primarily attributable to loan growth. Non-interest income increased $140,000, or 4.4%, due to growth in customer service fees. Comparing the 2015 and 2014 nine-month periods, non-interest expense, other than non-recurring merger and acquisition costs, increased by $641,000, primarily due to higher employee compensation and benefit expense. Earnings per share for the nine months ended September 30, 2015 was $0.70. Exclusive of tax-effected non-recurring merger and acquisition costs, earnings per share were $0.75 for the nine-month period ended September 30, 2015 compared to $0.74 for the same period in 2014.

 

 

 

Total assets at September 30, 2015 were $488.4 million, an increase of 1.6% compared to December 31, 2014. During the same period, loans grew by $12.8 million, or 4.3%, and deposits increased by $3.5 million, or 0.9%. Credit quality continued to improve in the third quarter of 2015. As of September 30, 2015, non-performing loans as a percentage of average outstanding loans was 1.48%, improving from 2.00% on December 31, 2014 and from 1.98% one year ago on September 30, 2014.

 

On October 20, 2015, Juniata Valley Financial Corp.’s Board of Directors declared a cash dividend of $0.22 per share, payable on December 1, 2015 to shareholders of record on November 13, 2015.

 

For full financial statements and a more complete discussion of quarter and year-to-date financial information, please refer to the Juniata’s report on Form 10Q filed with the Securities Exchange Commission (“SEC”). It can be easily found at www.jvbonline.com, under Investor Relations/SEC Filings/Documents.

 

Management considers subsequent events occurring after the statement of condition date for matters which may require adjustment to, or disclosure in, the consolidated financial statements.  The review period for subsequent events extends up to and including the filing date of a public company’s consolidated financial statements when filed with the SEC.  Accordingly, the financial information in this announcement is subject to change.

 

Additional Information and Where to Find It: Juniata filed a Registration Statement on Form S-4 with the SEC in connection with the merger, which included a Proxy Statement/Prospectus distributed to shareholders of Juniata and FNBPA. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully. The Registration Statement and the Proxy Statement/Prospectus contain important information about Juniata, FNBPA, the merger, the persons soliciting proxies relating to the merger and their interests in the merger, and other related matters. Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these other documents may also be obtained from Juniata by directing a request to Danyelle Pannebaker at (717) 436-8211 or from FNBPA by directing a request to R. Keith Fortner, Chairman, President and CEO, at 64 Main Street, Port Allegany, Pennsylvania 16743, or by calling (814) 642-2531.

 

In addition to the Registration Statement and the Proxy Statement/Prospectus, Juniata files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information at the SEC public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Juniata’s filings with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

 

The Juniata Valley Bank, the principal subsidiary of Juniata, is headquartered in Mifflintown, Pennsylvania, with twelve community offices located in Juniata, Mifflin, Perry and Huntingdon Counties. In addition, Juniata owns 39.16% of Liverpool Community Bank, which it carries under the equity method of accounting. More information regarding Juniata Valley Financial Corp. and The Juniata Valley Bank can be found online at www.jvbonline.com. Juniata trades over the counter under the symbol JUVF.

 

*This press release may contain “forward looking” information as defined by the Private Securities Litigation Reform Act of 1995. When words such as “believes”, “expects”, “anticipates” or similar expressions are used in this release, Juniata Valley is making forward-looking statements. Such information is based on Juniata’s current expectations, estimates and projections about future events and financial trends affecting the financial condition of its business. These statements are not historical facts or guarantees of future performance, events or results. Such statements involve potential risks and uncertainties and, accordingly, actual results may differ materially from this “forward looking” information. Many factors could affect future financial results. Juniata undertakes no obligation to publicly update or revise forward looking information, whether as a result of new or updated information, future events, or otherwise. For a more complete discussion of certain risks and uncertainties affecting Juniata, please see the sections entitled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Forward-Looking Statements” set forth in the Juniata’s filings with the SEC.