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) March 16 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
On March 16, 1998, One Valley Bancorp, Inc., a West Virginia corporation (the
"Registrant"), issued the following press release:
ONE VALLEY ANNOUNCES EFFECT OF
NON-RECURRING FFVA CHARGES ON
ANTICIPATED FIRST QUARTER EARNINGS
One Valley Bancorp, Inc. (NYSE: OV) announced that due to the impact
of one time charges connected with completing the FFVA Financial
Corporation (NASDAQ - NNM: FFFC) acquisition in the first quarter,
rather than in the second quarter as originally planned; One Valley's
first quarter pooled earnings (which will include FFVA) may be up to
$ .03 per share below the consensus estimate of $ .55 published by
First Call Corporation in the First Call Estimate Monitor. If the
transaction was not closing in the first quarter, One Valley's basic
earnings per share would approximate the $ .55 estimate.
On March 11, 1998, One Valley announced that it planned to complete its
acquisition of FFVA Financial Corporation on March 30, 1998. Since the
transaction is expected to be treated as a pooling of interests for
accounting purposes, FFVA's legal and investment banking fees connected
with the transaction will be included in the combined operating results
which One Valley will report for the first quarter. In addition, the
computation of basic earnings per share for the first quarter is impacted
by the planned issuance immediately prior to closing of 675,000 shares of
FFVA stock necessary to meet the pooling of interests accounting
requirements.
Included in the December 16, 1997, announcement regarding its acquisition
of FFVA, One Valley provided an earnings estimate of approximately $2.22
per share for 1998 on a pro forma combined basis. At this time, One Valley
continues to anticipate full year combined operating results at that level.
One Valley, with headquarters in Charleston, West Virginia, is the largest
bank holding company based in West Virginia with $4.9 billion in total
assets. One Valley operates as a super community bank with 11 affiliate
banks and 103 locations - 78 in West Virginia and 25 in Virginia.
Following its pending merger with FFVA Financial, One Valley Bancorp will
be a $5.5 billion asset company with 115 locations.
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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 March 16, 1998
BY /s/ Laurance G. Jones
Laurance G. Jones
(Executive Vice President &
Chief Financial Officer)
