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) May 26, 1998
ONE VALLEY BANCORP, 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 or organization) 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, Inc.
Item 5. Other Events
At the close of business on March 30, 1998, One Valley Bancorp, Inc. ("One
Valley") merged with FFVA Financial Corporation in a transaction accounted for
as a pooling-of-interests. One Valley issued 5,518,668 shares of its common
stock for all the outstanding shares of common stock of FFVA Financial
corporation.
As required by the rules of the Securities and Exchange Commission for
pooling-of-interests accounting treatment, the affiliates of both One Valley
and FFVA Financial Corporation 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 30 days of
combined operations, from April 1, 1998 through April 30, 1998. Year-to-date
information has also been restated to include the accounts of FFVA Financial
Corporation.
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ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(unaudited in thousands)
<CAPTION>
April 30
1998
<S> <C>
ASSETS
Cash and Due From Banks $ 130,566
Interest Bearing Deposits With Other Banks 2,900
Federal Funds Sold 6,928
----------
Cash and Cash Equivalents 140,394
Securities
Available-for-Sale, at fair value 1,419,009
Held-to-Maturity (Estimated Fair Value,
April 30, 1998 - $247,029) 241,979
Loans
Total Loans 3,570,059
Less: Allowance For Loan Losses 48,373
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Net Loans 3,521,686
Premises & Equipment - Net 97,120
Other Assets 132,703
----------
Total Assets $5,552,891
==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Deposits
Non-interest Bearing $ 491,167
Interest Bearing 3,711,401
----------
Total Deposits 4,202,568
Short-term Borrowings
Federal Funds Purchased 53,786
Repurchase Agreements and Other Borrowings 665,185
----------
Total Short-term Borrowings 718,971
Long-term Borrowings 41,864
Other Liabilities 46,244
----------
Total Liabilities 5,009,647
Shareholders' Equity:
Preferred Stock-$10 par value; 1,000,000 shares authorized
but none issued
Common Stock-$10 par value; 70,000,000 shares authorized,
37,085,552 shares at April 30, 1998 370,856
Capital Surplus 91,386
Retained Earnings 170,103
Accumulated Other Comprehensive Income 5,994
Treasury Stock - 4,346,846 shares
at April 30, 1998; at cost (95,095)
----------
Total Shareholders' Equity 543,244
----------
Total Liabilities and Shareholders' Equity $5,552,891
==========
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ONE VALLEY BANCORP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(unaudited in thousands, except per share data)
<CAPTION>
For The
For The Month Four Months
Ended April 30 Ended April 30
1998 1998
<S> <C> <C>
INTEREST INCOME
Interest and Fees on Loans
Taxable $25,388 $98,517
Tax-Exempt $224 $904
-------- --------
Total 25,612 99,421
Interest on Investment Securities
Taxable 7,599 30,561
Tax-Exempt 997 4,121
-------- --------
Total 8,596 34,682
Other Interest Income 198 389
-------- --------
Total Interest Income 34,406 134,492
INTEREST EXPENSE
Deposits 13,093 51,531
Short-term Borrowings 2,869 11,839
Long-term Borrowings 210 915
-------- --------
Total Interest Expense 16,172 64,285
-------- --------
Net Interest Income 18,234 70,207
Provision For Loan Losses 774 3,368
-------- --------
Net Interest Income
After Provision For Loan Losses 17,460 66,839
OTHER INCOME
Trust Department Income 764 3,654
Service Charges on Deposit Accounts 1,613 5,781
Real Estate Loan Processing & Servicing Fees 914 2,816
Other Service Charges and Fees 1,069 4,178
Other Operating Income 253 1,991
Securities Transactions 186 723
-------- --------
Total Other Income 4,799 19,143
OTHER EXPENSES
Salaries and Employee Benefits 6,602 25,933
Occupancy Expense - Net 710 2,589
Equipment Expenses 910 3,591
Outside Data Processing 864 3,165
Other Operating Expenses 4,414 16,489
-------- --------
Total Other Expenses 13,500 51,767
-------- --------
Income Before Taxes 8,759 34,215
Applicable Income Taxes 2,879 11,824
------- --------
NET INCOME $ 5,880 $22,391
======== ========
NET INCOME PER SHARE
Basic $ 0.18 $ 0.70
Diluted 0.18 0.68
Average Shares Outstanding (in thousands)
Basic 32,738 32,062
Diluted 33,473 32,804
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One Valley Bancorp, Inc.
Notes to Consolidated Financial Statements
For the Period Ended April 30, 1998
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. The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ from those estimates. 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. These notes are presented
in conjunction with the Notes to Consolidated Financial Statements included in
the Annual Report of One Valley.
Note B - Accounting Change
In February 1997, the FASB issued Statement No. 128, "Earnings Per Share" (FAS
128) which supercedes APB Opinion No. 15, "Earnings Per Share" (APB 15).
Statement No. 128 is effective for financial statements for both interim and
annual periods ending after December 15, 1997. Statement 128 requires the
reporting of basic and diluted net income per common share. Basic net income
per common share excludes any dilutive effects of stock options and is
computed by dividing net income by the average common shares outstanding
during the year. Diluted net income per common share is computed
by dividing net income by the average common shares outstanding during the
year adjusted for the dilutive effect options under One Valley's stock option
plans. The effect of dilutive stock options on average shares outstanding was
735,000 for the month and 742,000 for the year-to-date period ended April 30, 1998.
As of January 1, 1998, One Valley adopted the provision of FASB Statement
125, "Accounting for Transfers and Servicing of Financial Assets
extinguishment of liabilities," relating to repurchase agreements, securities
lending and other similar transactions and pledged collateral, which had been
delayed by FASB statement 127 "Deferral of the Effective Date of Certain
Provisions of FASB Statement 125, an Amendment of FASB Statement 125." The
effect of adopting the additional provisions of Statement 125, as amended by
Statement 127, had no material impact on One Valley's financial position or
results of operations.
Note C - Merger
At the close of business on March 30, 1998, One Valley acquired all of the
outstanding stock of FFVA Financial Corporation, in exchange for 5,518,668
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 merger of the two companies as though they had
always been combined.
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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, Inc.
DATE May 26, 1998
BY_/s/Laurance G. Jones
Laurance G. Jones
(Exeutive Vice President &
Chief Financial Officer)
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