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) January 28, 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)
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One Valley Bancorp of West Virginia, Inc.
Item 2. Acquisition or Disposition of Assets.
The merger between One Valley Bancorp of West Virginia, Inc., and
Mountaineer Bankshares of W. Va., Inc., was completed effective at the close of
business on January 28, 1994, after receiving approval of the shareholders of
both companies along with state and federal regulatory agencies.
Under terms of the merger agreement, One Valley exchanged 1.5 shares of
One Valley's common stock, par value $10.00 per share, for each share of
Mountaineer's outstanding common stock, par value $2.50 per share, in a
tax-free exchange. The merger is accounted for as a pooling-of-interests.
The value of the transaction amounted to approximately $119 million based
on the current market price for One Valley common stock.
As a result of the merger, One Valley has total assets of $3.5 billion and
total deposits of $2.9 billion. On December 31, 1993, One Valley had total
assets of $2.8 billion and total deposits of $2.3 billion and Mountaineer had
total assets of $739 million and deposits of $608 million.
With the addition of Mountaineer's 23 full service banking offices, One
Valley now has 80 offices in 23 counties in West Virginia, including the north-
central and panhandle regions of West Virginia. Principal subsidiaries of
Mountaineer included Old National Bank in Martinsburg, The Empire National Bank
of Clarksburg, City National Bank of Fairmont, Mercantile Banking & Trust in
Moundsville, The Bank of Wadestown, The Bank of Cameron and The Sunshine Bank
of Wheeling. Former Mountaineer banking locations will eventually operate
under the name of One Valley Bank.
Robert F. Baronner will continue as Chairman of One Valley and J. Holmes
Morrison will remain as President and Chief Executive Officer. Lacy I. Rice,
Jr., former chairman and Chief Executive Officer of Mountaineer, will be Vice
Chairman of One Valley and Brent D. Robinson, former president of Mountaineer,
will be Executive Vice President of One Valley.
In addition, Rice and Cecil B. Highland, Jr., former members of the Board
of Directors of Mountaineer, have been elected to the Board of Directors of One
Valley.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
The interim financial statements of Mountaineer Bankshares of W.Va., Inc.
as of September 30, 1993, the audited financial statements of Mountaineer for
the years ended December 31, 1992 and 1991, and the pro forma combined
financial information reflecting the merger of Mountaineer with and into One
Valley were previously reported in One Valley's Registration Statement on
Form S-4, Registration No. 33-50729, filed on October 22, 1993.
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 February 9, 1994 I
BY /S/ Laurance G. Jones I
Laurance G. Jones
Senior Vice President & Treasurer
