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 22, 1994
ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
(Exact name of registrant as specified in its charter)
West Virginia 0-10042 55-0609408
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
One Valley Square, Charleston, West Virginia 25326
(Address of principal executive offices)
(Zip Code)
(304) 348-7000
(Registrant's telephone number, including area code)
Not applicable _
(Former name, address, and fiscal year, if changed since last report)
<PAGE>
One Valley Bancorp of West Virginia, Inc.
Item 5. Other Events
At the close of business on January 28, 1994, One Valley Bancorp of West
Virginia, Inc. ("One Valley") merged with Mountaineer Bankshares of W. Va.,
Inc. ("Mountaineer") in a transaction accounted for as a pooling-of-interests.
One Valley issued 4,350,000 shares of its common stock for all the outstanding
shares of common stock of Mountaineer.
As required by the rules of the Securities and Exchange Commission for
pooling-of-interests accounting treatment, the affiliates of both One Valley
and Mountaineer are subject to limitations in the reduction of their
investment risk with respect to One Valley common stock until after the
publication of the results of operations of the combined entities covering at
least 30 days. Filing of this form 8-K is intended to constitute such
publication. The financial information included herein contains 62 days of
combined operations, from, January 29, 1994 through March 31, 1994. Prior
periods have also been restated to include the accounts of Mountaineer.
_<PAGE>
_<TABLE>
_ONE VALLEY BANCORP OF WEST VIRGINIA AND SUBSIDIARIES
_CONSOLIDATED BALANCE SHEETS
_(Unaudited in thousands)
_<CAPTION>
Mar. 31 Dec. 31 Mar. 31
1994 1993 1993
_ <S> <C> <C> <C>
Assets
Cash and due from banks $133,732 $141,195 $135,825
Interest-bearing deposits
with other banks 3,880 8,028 6,833
Federal funds sold 38,359 31,145 145,427
_ ----------- ---------- ----------
Cash and cash equivalents 175,971 180,368 288,085
Securities
Available-for-Sale 589,258 0 0
Held-for-Investment (Est.
fair value, Mar. 31, 1994 -
$457,032; Dec. 31, 1993 -
$1,081,742; Mar. 31, 1993 -
$1,078,683) 459,916 1,060,036 1,048,896
Loans
Total loans 2,173,686 2,169,372 1,999,455
Less: allowance for loan
losses 37,111 36,484 36,368
_ ----------- ---------- ----------
Net loans 2,136,575 2,132,888 1,963,087
Bank premises & equip, net 82,317 80,233 80,382
Other assets 56,274 59,350 61,698
_ ----------- ---------- ----------
Total assets $3,500,311 $3,512,875 $3,442,148
_ =========== ========== ==========
Liabilities and Shareholders' Equity
Deposits
Non-interest bearing $434,096 $412,317 $386,374
Interest bearing 2,532,265 2,524,418 2,496,653
_ ----------- ---------- ----------
Total deposits 2,966,361 2,936,735 2,883,027
Short-term borrowings
Federal funds purchased 9,306 14,012 21,564
Repurchase agreements and
other borrowings 163,206 204,408 175,759
_ ----------- ---------- ----------
Total short-term borrowings 172,512 218,420 197,323
Long-term borrowings 18,883 22,788 40,051
Other liabilities 30,351 29,749 34,100
_ ----------- ---------- ----------
Total liabilities 3,188,107 3,207,692 3,154,501
Shareholders' equity
Preferred stock-$10 par value;
1,000,000 shares authorized
but none issued
Common Stock-$10 par value;
40,000,000 shares authorized,
issued 17,525,688 shares at
Mar. 31, 1994; 17,516,795
shares at Dec. 31, 1993; and
17,506,045 shares at
Mar. 31, 1993 175,257 175,168 175,060
Capital surplus 25,880 25,830 25,804
Retained earnings 114,350 107,314 89,912
Unrealized (losses) on
securities available-for-sale,
net of deferred taxes (154) 0 0
Treasury stock-270,000 shares
at Mar. 31, 1994,
December 31, 1993 and
Mar. 31, 1993, at cost (3,129) (3,129) (3,129)
_ ----------- ---------- ----------
Total shareholders' equity 312,204 305,183 287,647
Total liabilities and
_ ----------- ---------- ----------
shareholders' equity $3,500,311 $3,512,875 $3,442,148
_ =========== ========== ==========
_</TABLE>
_<TABLE>
_ONE VALLEY BANCORP OF WEST VIRGINIA AND SUBSIDIARIES
_CONSOLIDATED STATEMENTS OF INCOME
_(Unaudited in thousands, except per share data)
_<CAPTION>
For the Three Months
Ended Mar. 31
1994 1993
_ <S> <C> <C>
Interest income
Interest and fees on loans
Taxable $44,371 $43,983
Tax-exempt 572 467
_ -------- --------
Total 44,943 44,450
Interest on investment securities
Taxable 12,683 14,344
Tax-exempt 2,156 1,471
_ -------- --------
Total 14,839 15,815
Other interest income 344 960
_ -------- --------
Total interest income 60,126 61,225
Interest expense
Deposits 20,717 23,633
Short-term borrowings 1,389 1,537
Long-term borrowings 245 585
_ -------- --------
Total interest expense 22,351 25,755
_ -------- --------
Net interest income 37,775 35,470
Provision for loan losses 1,179 1,551
_ -------- --------
Net interest income after provision
for loan losses 36,596 33,919
Other income
Trust Department income 2,012 1,745
Service charges on deposit accounts 2,609 2,586
Real estate loan processing and
servicing fees 1,418 2,146
Other service charges and fees 1,150 660
Other operating income 1,710 2,591
Securities transactions 197 0
_ -------- --------
Total other income 9,096 9,728
Other expenses
Salaries and employee benefits 15,928 15,617
Occupancy expense - net 1,561 1,427
Equipment expenses 2,058 2,640
Federal Deposit Insurance 1,661 1,630
Outside data processing 908 472
Other operating expenses 7,488 7,544
_ -------- --------
Total other expenses 29,604 29,330
_ -------- --------
Income before taxes 16,088 14,317
Applicable income taxes 5,257 4,479
_ -------- --------
Net income $10,831 $9,838
_ ======== ========
Net income per common share $0.63 $0.57
_ ======== ========
Based on average shares outstanding of 17,250 17,228
_</TABLE>
_<PAGE>
_<TABLE>
_ONE VALLEY BANCORP OF WEST VIRGINIA AND SUBSIDIARIES
_CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
_(Unaudited in thousands)
_<CAPTION>
_ Unrealized
_ Gain (Loss)
_ on Securities
_ Common Capital Retained Treasury Available
_ Stock Surplus Earnings Stock For Sale
_<S> <C> <C> <C> <C> <C>
_Balance December 31, 1993 $175,168 $25,830 $107,314 $(3,129) $ 0
Effect of adopting FAS 115 4,765
_Three Months Ended March 31, 1994
_ Net Income 10,831
_ Cash Dividends ($.22 per share) (3,795)
Change in Fair Value of
Securities Available for Sale,
net of deferred taxes (4,919)
_ Stock Options Exercised 89 50
_ -------- ------- -------- ------- --------
_Balance March 31, 1994 $175,257 $25,880 $114,350 $(3,129) $ (154)
_ ======== ======= ======== ======= ========
_
_Balance December 31, 1992 $174,935 $25,352 $ 83,380 $(3,129) $
_Nine Months Ended March 31, 1993
_ Net Income 9,838
_ Cash Dividends ($.20 per share) (3,306)
_ Stock Options Exercised 125 452
_ -------- ------- -------- ------- --------
_Balance March 31, 1993 $175,060 $25,804 $ 89,912 $(3,129) $ 0
_ ======== ======= ======== ======= ========
_</TABLE>
_<PAGE>
One Valley Bancorp of West Virginia, Inc.
Notes to Consolidated Financial Statements
For the Quarter Ended March 31, 1994 and March 31, 1993
Note A. Basis of Presentation
The accounting and reporting policies of One Valley conform to generally
accepted accounting principles and practices in the banking industry. All
significant intercompany accounts and transactions have been eliminated in
consolidation. The interim financial information included in this report is
unaudited. In the opinion of management, all adjustments necessary for a fair
presentation of the results of the interim periods have been made. Operating
results for the three month period ended March 31, 1994 are not necessarily
indicative of the results that may be expected for the year ending December
31, 1994. These notes are presented in conjunction with the Notes to the
Consolidated Financial Statements included in the Annual Report of One Valley.
Note B. Accounting Change
Effective January 1, 1994, One Valley adopted the provisions of FASB Statement
115, "Accounting for Certain Investments in Debt and Equity Securities." In
accordance with the provisions of the Statement, One Valley reevaluated its
classification of securities and assigned a portion of its securities
investment as available-for-sale. Securities designated available-for-sale
are presented at fair value. The corresponding unrealized gain or loss on
these securities due to any difference between historical cost and current
fair value is presented as component of Shareholders' Equity, net of deferred
taxes. Securities designated as available for sale at December 31, 1993,
approximated $632,380. The effect of adopting this Statement was to increase
the opening balance of shareholders' equity at January 1, 1994 by $4,765,
which was the unrealized gain on securities available-for-sale of $7,942, net
of $3,177 in deferred income taxes. At March 31, 1994, securities available-
for-sale had an historical cost of $589,516, with an unrealized loss of
approximately $258, which decreased shareholders' equity by $154, net of $104
in deferred income taxes.
Note C. Mergers
On January 29, 1994, One Valley acquired all of the outstanding stock of
Mountaineer in exchange for 4,350,000 shares of One Valley common stock. This
combination was accounted for as a pooling-of-interests. Accordingly, all
prior period financial information has been restated to reflect the merging of
the two companies as though they had always been combined.
_<PAGE>
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.
One Valley Bancorp of West Virginia, Inc.
DATE April 22, 1994
BY /S/ Laurance G. Jones
Laurance G. Jones
Chief Financial Officer
