<PAGE>
As filed with the Securities and Exchange Commission November 15, 1995
Registration No.: 33-64369
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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JUNIATA VALLEY FINANCIAL CORP.
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(Exact Name of Registrant as Specified in its Charter)
Pennsylvania
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(State or other jurisdiction of incorporation or organization)
23-2235254
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(I.R.S. Employer Identification No.)
Bridge and Main Streets, Mifflintown, Pennsylvania 17059 (717) 436-8211
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(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)
Approximate Date of Commencement of Proposed Sale to the Public:
January 2, 1996 or as soon as practical after the
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Registration Statement becomes effective
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [XXX]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act statement number
of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursant to Rule
462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier
effective Registration statement for the same offering. [XXX]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
The sequentially numbered page were the exhibit index is located is 20
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A. JEROME COOK
President and C.E.O
JUNIATA VALLEY FINANCIAL CORP.
Bridge and Main Streets
Post Office Box 66
Mifflintown, Pennsylvania 17059
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(Name and Address of Agent for Service)
Copies to:
ELYSE E. ROGERS
METTE, EVANS & WOODSIDE
3401 North Front Street
P.O. Box 5950
Harrisburg, Pennsylvania 17110-0950
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed
Title of each class Proposed maximum
of securities to be Amount to be maximum offering aggregate offering Amount of
registered registered price per unit price registration fee
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<S> <C> <C> <C> <C>
Common Stock 100,000 $42.00 $4,200,000 $0.00(1)
Par value
$1.00 per share
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</TABLE>
(1) This is a post-effective amendment. No additional securities are being
offered.
<PAGE>
PROSPECTUS
JUNIATA VALLEY FINANCIAL CORP.
Bridge and Main Streets
Post Office Box 66
Mifflintown, Pennsylvania 17059
(717)436-8211
DIVIDEND REINVESTMENT PLAN
This Prospectus relates to 100,000 shares of the $1.00 par value Common Stock of
Juniata Valley Financial Corp. (JVFC") to be issued under the JVFC Dividend
Reinvestment Plan (the "Plan") which was adopted by the Board of Directors of
JVFC on October 17, 1995. The Plan provides shareholders of JVFC with a simple
and convenient method of investing cash dividends and voluntary cash
contributions in additional shares of the common stock of JVFC at a cost which
may represent a savings over that available in normal market purchases.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Common Stock is offered subject to approval of certain legal matters for
JVFC by its counsel.
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The date of this Prospectus is
January 2, 1996
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Revised June 20, 1996
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[Rest of Page Intentionally Left Blank]
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AVAILABLE INFORMATION
JVFC is subject to the informational requirements of the Securities Exchange Act
of 1934, as amended, and in accordance therewith files reports, proxy statements
and other information with the Securities and Exchange Commission (the
"Commission"). Such reports and other information can be inspected and copied at
the public reference facilities of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Philadelphia Regional
Office, Room 2204, William J. Green, Jr., Federal Building, 600 Arch Street,
Philadelphia, Pennsylvania 19106; New York Regional Office, Room 1102, 26
Federal Plaza, New York, New York 10007; Los Angeles Regional Office, Suite 500
East, 5757 Wilshire Boulevard, Los Angeles, California 90036-3048; Chicago
Regional Office, Room 1204, Everett McKinley Dirksen Building, 219 South
Dearborn Street, Chicago, Illinois 60604. Additionally, copies of such material
can be obtained from the public reference section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, at prescribed rates.
JVFC has filed with the Commission in Washington, D.C., a registration statement
(herein together with all amendments thereto called the "Registration
Statement") under the Securities Act of 1933, as amended, with respect to the
securities covered by this Prospectus. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain items of which
are contained in exhibits to the Registration Statement as permitted by the
rules and regulations of the Commission. For further information, reference is
made to the Registration Statement including the exhibits filed or incorporated
as a part hereof.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. JVFC WILL PROVIDE WITHOUT CHARGE, UPON WRITTEN OR
ORAL REQUEST OF ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, A COPY OF ANY
AND ALL INFORMATION WHICH HAS BEEN INCORPORATED BY REFERENCE HEREIN. SUCH
REQUESTS SHOULD BE DIRECTED TO MS. LINDA L. ENGLE, JUNIATA VALLEY FINANCIAL
CORP., BRIDGE AND MAIN STREETS, POST OFFICE BOX 66, MIFFLINTOWN, PA 17059,
TELEPHONE NUMBER (717) 436-8211.
[Rest of Page Intentionally Left Blank]
<PAGE>
(OUTSIDE BACK COVER OF PROSPECTUS)
TABLE OF CONTENTS
Page
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Available Information...................................................
Prospectus Summary...................................................... 1
Description of JVFC Dividend Reinvestment Plan.......................... 2
Use of Proceeds......................................................... 7
Description of JVFC Stock............................................... 7
Indemnification......................................................... 9
Incorporation of Certain Documents by Reference......................... 9
Legal Matters........................................................... 9
Experts................................................................. 10
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE
OFFERING MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY JVFC. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE
DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES
CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF JVFC
SINCE THE DATES AS OF WHICH INFORMATION IS FURNISHED OR THE DATE HEREOF.
[Rest of Page Intentionally Left Blank]
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PROSPECTUS SUMMARY
The information set forth below is qualified in its entirety by and should be
read in conjunction with the more detailed information appearing elsewhere in
this Prospectus.
JVFC and its Subsidiary
JVFC is a bank holding company incorporated as a Pennsylvania business
corporation on October 15, 1982. JVFC maintains its headquarters in Mifflintown,
Pennsylvania. JVFC's principal asset is its investment in its wholly-owned
banking subsidiary. JVFC owns all of the issued and outstanding stock of The
Juniata Valley Bank ("JVB"), Mifflintown, Juniata County, Pennsylvania.
JVB engages in full service banking, including demand, savings and time
deposits, commercial, consumer and mortgage loans, and the provisions of trust
services.
JVFC's corporate office is located at Bridge and Main Streets, P.0. Box 66,
Mifflintown, Pennsylvania 17059. Telephone: (717) 436-8211.
The Stock
The securities offered hereby are shares of JVFC's Common Stock, par value $1.00
per share. JVFC's Articles of Incorporation also authorize the issuance of up to
500,000 shares of Preferred Stock. No preferred stock has been issued by JVFC.
See DESCRIPTION OF JVFC STOCK.
Purpose of Offering; Use of Proceeds
A principal purpose of the Offering is to provide shareholders of JVFC with a
simple and convenient method of investing cash dividends and voluntary cash
contributions in additional shares of JVFC Common Stock. JVFC presently intends
to invest in or to advance to JVB, all proceeds from the sale of JVFC's Common
Stock (net of expenses) to provide additional capital to support anticipated
growth and expansion (either de novo or by acquisition) and for general
corporate purposes of JVB.
[Rest of Page Intentionally Left Blank]
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DESCRIPTION OF JVFC
DIVIDEND REINVESTMENT PLAN
The following is a question and answer statement explaining the provisions of
JVFC's Dividend Reinvestment Plan (the Plan). A copy of the Plan may be obtained
from: Ms. Linda Engle, Sr. Vice President/CFO, The Juniata Valley Bank, P.O. Box
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66, Mifflintown, PA 17059. In the event of any conflict between the answers to
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these questions and the Plan, the more detailed provisions of the Plan will
control.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the shareholders of JVFC with a
simple and convenient method of investing cash dividends and voluntary
cash contributions in additional shares of JVFC Common Stock at a cost
representing a savings over that available in normal market purchases.
Advantages
2. What are the advantages of the Plan?
The Plan is advantageous to the shareholders by permitting them to
acquire additional shares of the $1.00 par value common stock of JVFC
(the Stock) automatically at no or reduced brokerage commission costs.
In addition, participants may increase the amount of their semi-annual
investment by making voluntary cash contributions of up to $1,500 semi-
annually. Under the Plan, recordkeeping is simplified by the issuance,
after each semi-annual investment, of a detailed statement of each
participant's account, including the cost basis of the whole and
fractional shares purchased.
Administration
3. Who administers the Plan?
The Plan is administered by JVB. Purchase of the Stock pursuant to the
Plan may be delegated to an independent purchasing agent (JVB and any
independent purchasing agent are hereinafter collectively or
interchangeably referred to as the "Plan Agent").
Participation
4. Who is eligible to participate in the Plan?
All holders of record of JVFC Common Stock are eligible to participate
in the Plan. A beneficial owner of Stock whose shares are registered in
a name other than his own must become a shareholder of record by having
all or a part of such shares transferred into his own name in order to
participate in the Plan.
5. How does an eligible shareholder enroll in the Plan?
Any eligible shareholder may enroll in the Plan by completing and signing
the Authorization Card accompanying this Prospectus and returning it to
the Plan Agent.
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Additional Authorization Cards may be obtained at any time by written or
oral request to the Plan Agent.
6. When may an eligible shareholder enroll in the Plan?
An eligible shareholder may enroll in the Plan at any time. If the
shareholder's Authorization Card requesting reinvestment of dividends is
received by the Plan Agent on or before the Record Date established for a
particular dividend, reinvestment will commence with that dividend. If an
Authorization Card is received from a shareholder after the Record Date
established for a particular dividend, the reinvestment of dividends will
begin on the Investment Date following the next Record Date if the
shareholder is still a holder of record.
7. May a shareholder enroll as to some, but not all, shares held of record
by him?
Yes, a shareholder may enroll in the Plan as to some, but not all shares
of Common Stock owned of record by that shareholder.
Voluntary Cash Contributions
8. How may voluntary cash contributions to the Plan be made?
Each participant may make optional cash contributions to the Plan of not
less than $200 and not more than $1,500 per each six-month period. The
same amount need not be invested in each six month period. Participants
are under no obligation to make any voluntary cash contributions. A
voluntary cash payment may be made by forwarding a check or money order,
payable to the Plan Agent, with a completed Authorization Card when
enrolling, or thereafter, with the payment form attached to each
statement of account.
9. How will voluntary cash contributions be used?
The Plan Agent will apply each voluntary cash payment received from a
participant before a Record Date to the purchase of Stock for the account
of that participant on the next Investment Date. A voluntary cash
contribution will not be deemed to have been made by a participant or
received by the Plan Agent until the funds so contributed are actually
collected. Interest will not be paid on voluntary cash contributions. For
this reason, it is to the participant's benefit to mail payments so that
they are received by the Plan Agent immediately prior to the next Record
Date.
10. May voluntary cash contributions be returned to a participant?
Yes. Voluntary cash contributions will be returned to a participant upon
written request to the Plan Agent, provided that the request is received
no later than the last business day prior to the next scheduled Record
Date.
Purchases
11. What is the source of the Stock purchased under the Plan?
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The Plan Agent will purchase Stock directly from JVFC, in which event the
shares purchased will be either authorized but unissued shares or shares
held in the treasury of JVFC, or on the open market, or by a combination
of the foregoing.
12. How will the price of shares purchased under the Plan be determined?
The price of the shares purchased from JVFC will be no more than the fair
market value of the shares as of the Record Date. As defined in the Plan,
"fair market value" means the value so designated, in accordance with the
guidelines set forth in the Plan, by the Dividend Reinvestment Committee
appointed by the Board of Directors of JVFC. No shares will be sold at
less than par value.
The price of shares purchased on the open market will be the average cost
(including brokerage commissions) to the Plan Agent of such purchases.
13. What is the Investment Date?
"Investment Date" means each of the dividend payment dates of JVFC, which
are normally the first day of June and December of each year.
14. What is the Record Date?
"Record Date" means the date on which a person must be registered as a
shareholder on the stock books of JVFC in order to receive a dividend.
Record dates of JVFC are normally May 1 and November 1 of each year.
15. How many shares will be purchased by the Plan Agent for the participants
in the Plan?
The number of shares to be purchased for a participant by the Plan Agent
will depend on the amount of the participant's dividend and voluntary
cash payment, if any, and the price of the shares. Each participant's
account will be credited with the number of whole and fractional shares
equal to the amount to be invested divided by the applicable purchase
price. Fractional shares shall be calculated to four (4) decimal places.
16. When will shares be purchased?
Shares acquired from JVFC will be purchased as of the close of business
on the applicable Investment Date. Shares of common stock acquired on the
open market may be purchased at any time but in no event later than 30
days after the Investment Date. Dividend and voting rights will commence
upon settlement of the purchase. For the purposes of making purchases,
the Plan Agent will commingle each participant's funds with those of all
other participants.
Dividends
17. How will dividends be paid on shares held by the Plan Agent?
As record holder of the shares held in participants' accounts under the
Plan, the Plan Agent will receive dividends on all such shares held on
each dividend record date, will credit such dividends to participants'
accounts on the basis of whole or fractional shares held in each account
and will automatically reinvest these dividends in JVFC's Common Stock.
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Costs
18. What are the costs to a participant in the Plan?
No brokerage fees will be charged to participants in connection with the
purchase of Common Stock from JVFC. Participants will be charged the
actual cost (including brokerage commissions) of all shares purchased in
the open market. All other costs of administration of the Plan will be
borne by JVFC; however, a nominal service charge will be deducted from a
participant's account at the time of his withdrawal from the Plan or at
any time any share certificate is requested by a participant.
Reports to Participants
19. What kind of reports will be sent to participants in the Plan?
As soon as practicable after completion of each investment on behalf of a
participant, the Plan Agent will mail to such participant a statement
showing (i) the amount of the dividend and the voluntary cash
contribution, if any, applied toward such investment (ii) the taxes
withheld, if any, (iii) the net amount invested, (iv) the number of
shares purchased, (v) the average cost per share, including any brokerage
commissions paid, and (vi) the total shares accumulated under the Plan,
computed to four (4) decimal places. Each participant will receive
annually an Internal Revenue Service Form 1099 reporting dividend income
received.
Certificates for Shares
20. Will certificates be issued for shares purchased?
All shares purchased under the Plan will be registered in the name of the
Plan Agent or its nominee, as agent for the participants. Certificates
for such shares will not be issued to participants unless requested in
writing. Certificates for any number of whole shares will be issued to a
participant within 15 days of a written request to the Plan Agent signed
by the participant. Any remaining whole or fractional shares will
continue to be held by the Plan Agent as the agent for the participant.
Certificates for fractional shares will not be issued under any
circumstances.
Voting Rights
21. How will shares held by the Plan Agent be voted?
For each meeting of shareholders, the Plan Agent will forward a proxy to
each participant and will vote the participant's shares in accordance
with the instructions received from the participant. The shares of a
participant who does not return a proxy will not be voted.
Stock Dividends; Stock Splits; Rights Offerings
22. What happens if JVFC declares a stock dividend or a stock split?
Any stock dividends or split shares distributed by JVFC on the shares of
a participant held by the Plan Agent will be added to the participant's
account with the Plan Agent. Stock dividends or split shares distributed
on shares of Stock registered in a participant's name
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will be mailed directly to the participant in the same manner as to
shareholders who do not participate in the Plan.
23. What happens if JVFC makes a rights offering?
In the event of a rights offering by JVFC, the Plan Agent will sell
rights received on shares held of record by the Plan Agent and will
invest the proceeds of sale in additional shares of Stock which will be
retained by the Plan Agent and credited proportionately to the accounts
of the participant. Participants who wish to exercise such rights
individually must request the Plan Agent to forward a share certificate
to the participant (See Question 19 above). Such request must be made
prior to the record date for exercising such rights. Rights on shares of
Stock registered in the name of a participant will be mailed directly to
the participant.
Withdrawal from Plan
24. How and when may a participant withdraw from the Plan?
Participation in the Plan may be terminated by a participant at any time
by giving written notice to the Plan Agent. Within 15 days after the date
on which such notice is received by the Plan Agent (the Termination
Date), the Plan Agent will deliver to the participant (i) a certificate
for all whole shares held under the Plan, and (ii) a check representing
any uninvested dividends and voluntary cash contributions. A check in
lieu of the issuance of any fractional share in the Participant's
account, equal to the fractional share held under the Plan multiplied by
the fair market value per share of the Stock on the Termination Date,
will be mailed to the Participant on the next succeeding Investment Date.
Amendment and Termination of Plan
25. May the Plan be amended or terminated?
Yes. JVFC may amend, supplement, suspend, modify or terminate the Plan at
any time without the approval of the participants. Thirty (30) days'
notice of any suspension or material amendment shall be sent to all
participants, who shall in all events have the right to withdraw from the
Plan.
Inquiries Concerning the Plan
26. Who should be contacted with questions concerning the Plan?
All inquiries concerning the Plan should be directed to:
Ms. Linda L. Engle
Sr. Vice President/CFO
The Juniata Valley Bank
P. 0. Box 66
Mifflintown, PA 17059
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Interpretation of the Plan
27. Who will interpret the provisions of the Plan?
Any questions of interpretation arising under the Plan will be determined
by JVFC's Board of Directors pursuant to applicable federal and state law
and the rules and regulations of all regulatory authorities, which
determination shall be final and binding on all participants.
Responsibility of JVFC and the Plan Agent
28. What are the responsibilities of JVFC and the Plan Agent, if any, with
respect to the Plan?
Neither JVFC nor the Plan Agent will be liable for any act done in good
faith or for any good faith omission to act, including, without
limitation, any claim or liability arising out of failure to terminate a
participant's account upon such participant's death, the prices at which
share are purchased, the times when purchases or sales are made or
fluctuations in the market value of the Stock. The participants must
realize that neither JVFC nor the Plan Agent can provide any assurance of
a profit or protection against loss on any shares purchased under the
Plan.
USE OF PROCEEDS
JVFC is unable to predict the number of shares of stock that will be purchased
from JVFC under the Plan or the prices at which the shares will be purchased.
JVFC presently intends to invest in and/or advance to JVB the net proceeds of
sales pursuant to the Plan to provide additional capital to support anticipated
growth in loans and deposits, expansion of services and branches, upgrading of
facilities and equipment and for general corporate purposes. It is possible,
however, that some or all of such proceeds may be used, directly or indirectly
now or in the future, in connection with permissible expansion of the business
activities conducted by JVFC or JVB, either de novo or by acquisition, although
JVFC has no present commitments so to expand. Proceeds of the offering are
expected to strengthen JVFC's capital structure, facilitating possible future
expansion of business activities.
DESCRIPTION OF JVFC'S STOCK
The securities offered hereby are shares of JVFC's Common Stock, $1.00 par
value. As of May 31, 1996, there were 5,000,000 shares authorized, of
which 1,113,001 shares were outstanding. Juniata's Articles of Incorporation
also authorized 500,000 shares of preferred stock.
The Board of Directors has the authority to the full extent now or hereafter
permitted by law, to fix by resolution the voting rights (which may be full,
limited, multiple, fractional or withheld altogether) designations, preferences,
qualifications, limitations, restrictions, privileges, options, redemption
rights, conversion rights and other special or relative rights of such class of
preferred stock or any series thereof. No preferred stock has been issued as of
the date of this Prospectus nor does the Board of Directors have plans to issue
preferred stock.
Holders of Common Stock are entitled to one vote per share on all matters on
which JVFC's shareholders may vote, including the election of Directors. The
holders of Common Stock do not have cumulative voting rights in the election of
directors. This means that the holders of a simple majority of the shares of
Common Stock voting for the election of Directors can elect all of the
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Directors, if they choose to vote together, and in such event the holders of the
remaining shares will not be able to elect any Directors.
JVFC's Articles of Incorporation contain certain provisions which may be
considered anti-takeover in nature. Article 10 of the Articles of Incorporation
provides that the Board of Directors may oppose any offer, proposal, or attempt
by any corporation or other business entity, person or group to (a) make any
tender offer or other offer to acquire any of JVFC's securities; (b) merge or
consolidate JVFC into another entity; (c) purchase or otherwise acquire all or
substantially all of the assets of JVFC; or (d) make any transaction similar in
purpose or effect to any of the above. The Articles of Incorporation also give
JVFC's Board of Directors authority to take any lawful action to oppose a tender
offer or similar transaction if the Board of Directors determines that the offer
should be rejected. The provision permits the Board of Directors to consider any
pertinent issues in determining whether to oppose any such offer. In addition,
the Board of Directors is expressly vested with the power to make, alter, amend
and repeal the bylaws of JVFC, subject to the power of the shareholders to
change such action only upon the affirmative vote of at least 75% of the votes
which all shareholders are entitled to cast.
Article 11 of JVFC provides that for any "Business Combination" (as defined in
Article 11), the affirmative vote of eighty-five (85%) percent of the votes
which all shareholders are entitled to cast on the matter shall be required. In
certain limited circumstances, as defined in Article 11C of the Articles of
Incorporation, a Business Combination may only require the affirmative vote of
the holders of sixty-six and two-thirds (66 2/3%) percent of the votes which all
shareholders are entitled to cast on the matter.
In addition to provisions in JVFC's Articles of Incorporation, the Pennsylvania
Business Corporation Law of 1988 provides that any holder of voting shares of a
business corporation that becomes the subject of a "control transaction", and
who objects to the transaction, shall be entitled to the rights and remedies of
a dissenting shareholder. A "control transaction" is defined to mean the
acquisition by a person or group of voting power that would entitle the holder
or holders thereof to cast at least 20% percent of the votes that all
shareholders would be entitled to cast in an election for directors.
Subject to certain procedural requirements, following the acquisition of 20%
voting power by a person or group, a shareholder is entitled to receive cash
from the controlling person or group in an amount equal to the fair market value
of his shares as of the day prior to the date on which the control transaction
occurs. In making such valuation, all relevant factors are to be taken into
account, including an increment representing a proportion of any value payable
for acquisition of control of the corporation. The effect of the Act is to
require any person or group who acquires 20% of the voting shares of JVFC upon
the demand of any JVFC shareholder or shareholders, to buy out such other
shareholders.
The Board of Directors of JVFC is divided into three classes, each class being
elected for a term of three years. The number of Directors shall not be less
than five (5) nor more than twenty-five (25).
The overall effect of the above described measures, together with banking laws
and regulations applicable to the acquisition of bank holding companies, may be
to render more difficult the accomplishment of mergers, takeovers and other
changes in control of JVFC. To the extent that these measures have this effect,
removal of JVFC's incumbent Board of Directors and management may be rendered
more difficult. These measures may have an adverse impact on the stockholders of
JVFC to participate in a tender or exchange offer for JVFC's common stock and
may have an effect on the market value of the common stock.
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<PAGE>
JVFC obtains the cash necessary to pay dividends by receiving dividends paid by
JVB and has no other presently available source of funds for the payment of
dividends. Banking regulations limit the amount of dividends that may be paid by
the banking subsidiaries without prior approval of regulatory agencies
supervising the banks.
JVFC's annual meeting of shareholders for the election of directors and the
transaction of other business which may be brought properly before the meeting
is held on the third Tuesday in April. The 1996 annual meeting will be held on
April 16, 1996.
INDEMNIFICATION
The Articles of Incorporation provide that JVFC shall, to the fullest extent
permitted by applicable law, indemnify persons for liability which may arise
with respect to such person in the performance of duties to JVFC. The Bylaws of
JVFC specifically permit indemnification of directors, officers and employees of
JVFC, both with respect to actions brought by third parties and with respect to
derivative actions brought on behalf of JVFC itself. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers or persons controlling JVFC pursuant to the foregoing
provisions, JVFC has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports, which were filed by JVFC with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, are incorporated in
this Prospectus by reference:
(a) JVFC's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994.
(b) JVFC's Quarterly Report or Form 10-Q for the quarter ended
September 30, 1995.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the end of JVFC's fiscal year covered by
the Annual Report referred to in (a) above.
(d) All documents subsequently filed by JVFC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior to the
termination of this offering.
JVFC will forward without charge to each person to whom this Prospectus is
delivered, on written or oral request, a copy of the documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such document). Requests should be
directed to Ms. Linda Engle, Sr. Vice President/CFO, The Juniata Valley Bank,
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P.O. Box 66, Mifflintown, PA 17059.
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LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed upon
for JVFC by Mette, Evans & Woodside.
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EXPERTS
The consolidated financial statements of JVFC at December 31, 1994, and
for the year then ended, incorporated by reference in this Prospectus and
Registration Statement have been audited by Beard & Company, Inc., independent
accountants, and at December 31, 1993, and for each of the two years in the
period ended December 31, 1993, by Stockton Bates & Company, independent
accountants, as set forth in their respective reports thereon appearing
elsewhere herein, and are included in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
[Rest of Page Intentionally Left Blank]
- 10 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14
Other expenses of issuance and distribution.
The following is an estimate of all expenses expected to be incurred by the
Registrant in connection with the issuance and distribution of the securities
registered hereby:
<TABLE>
<S> <C>
Registration Fees $ 1312.50
Federal Taxes $ 0.00
State Taxes and Fees $ 0.00
Trustees and Transfer Agents Fees $ 0.00
Costs of Printing and Engraving $ 1500.00
Legal Fees $ 7500.00
Accounting Fees $ 2000.00
Engineering Fees $ 0.00
TOTAL $12,312.50
</TABLE>
JVFC has not paid a premium on any policy obtained in connection with the
offering and sale of the securities registered herein which insures or
indemnifies directors or officers against any liabilities they may incur in
connection with the registration, offering or sale of such securities. However,
JVFC does maintain directors and officers liability insurance in the amount of
$5,000,000 through Fidelity and Deposit Company of Maryland Insurance Company.
This is a claims made policy insuring JVFC and its directors, officers and
employees against losses and claims arising from the "wrongful acts" (as defined
in the policy) of the directors, officers and employees. "Wrongful act" is
generally defined to include any actual or alleged error, misstatement,
misleading statement, act or omission or neglect or breach of duty by the
directors, officers or employees individually or collectively in the discharge
of their duties to JVFC. However, the policy specifically excludes claims for an
accounting of profits made from purchases and/or sales by directors or officers
of JVFC's securities within the meaning of Section 16(b) of the Securities
Exchange Act of 1934.
ITEM 15
Indemnification of Directors and Officers.
The Registrant's Articles of Incorporation provide that the Registrant may
indemnify its directors and officers to the full extent permissible under the
Pennsylvania Business Corporation Law. Article 20 of the Bylaws of JVFC provide
that directors, officers and employees of JVFC are generally entitled to be
indemnified by JVFC if they are made a party to litigation or other legal
proceedings or are threatened by legal action by reason of the fact that they
are a director, officer or employee of JVFC or were serving in a similar
capacity for another corporation, such as a subsidiary of JVFC, at the request
of JVFC. Indemnification is not available unless the director, officer or
employee acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of JVFC. If the proceedings are criminal in
nature, indemnification is not available unless the director' officer or
employee had no reason to believe his conduct was unlawful. Indemnification is
available for actions brought by or in the right of JVFC or by or on behalf of
parties not related to JVFC, and extends to expenses of litigation, including
attorneys'
- 11 -
<PAGE>
fees and to any judgment, fine or other amount reasonably incurred with respect
to the action. However, in an action or suit by or in the right of JVFC,
indemnification is not available in respect of any claim or matter as to which
the person is adjudged to be liable for misconduct in the performance of his
duty to JVFC. JVFC's Bylaws also set forth a procedure for payment of legal
expenses in advance of final disposition of a case, subject to repayment by the
director, officer or employee if the director, officer or employee is ultimately
determined not to be entitled to indemnification. JVFC's Bylaws provide that
its directors, officers and employees are presumed to be entitled to
indemnification unless a court, a majority of the directors not involved in the
proceedings or holders of 33 1/3% of JVFC's outstanding common stock determine
that indemnification is not available.
The Pennsylvania Business Corporation Law of 1988, 15 Pa. C.S.A. (S)(S)1501
et. seq. (the "BCL") became effective on October 1, 1988. Insofar as the BCL is
contrary to the Bylaws and Articles of Incorporation of JVFC, the BCL shall
govern.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling of the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
ITEM 16
Exhibits Filed Pursuant to Item 601 of Regulation S-K
(1) Underwriting Agreement - Not applicable
(2) Plan of Acquisition, Reorganization, Arrangement, Liquidation or
Succession - Not applicable
(3) Instruments Defining the Rights of Securities Holders, Including
Indentures - Not applicable
(5) Opinion re Legality - Exhibit 1
(8) Opinion re Tax Matters - Not applicable
(12) Statements re Computations of Ratios - Not applicable
(15) Letter re Unaudited Interim Financial Information - Not applicable
(23) Consents of experts and counsel - Exhibits 2, 3
Consent of Mette, Evans & Woodside
Consent of Beard & Company, Inc.
- 12 -
<PAGE>
Consent of Stockton Bates & Company
(24) Power of Attorney - Exhibit 4
(25) Statement of Eligibility of Trustee - Not applicable
(26) Invitations for Competitive Bids - Not applicable
(99) Additional Exhibits:
Juniata Valley Financial Corp. Dividend Reinvestment Plan - Exhibit 5
(28) Information from Reports furnished to State Insurance Regulatory
Authorities - Not applicable
ITEM 17
Undertakings Required by Item 512 of Regulation S-K
The undersigned Registrant hereby undertakes as follows:
(a) to file, during any period in which offers or sales are being made, a post
effective amendment to this Registration Statement:
(i) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
(ii) to include in periodic reports filed pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 the information
required by paragraphs (a)(1)(i) and (a)(1)(ii) of Item 512 of Regulation
S-K and that are incorporated by reference in this Registration
Statement.
(b) that, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Registrant's
Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
The undersigned Registrant hereby undertakes that for purposes of determining
any liability under the Securities Act of 1933, the information omitted from
the form of prospectus filed as part
- 13 -
<PAGE>
of a registration statement as permitted by Rule 430A and contained in the form
of prospectus to be filed by the registrant pursuant to Rule 424(b)(3)(1) or (4)
or 497(h) under the Securities Act shall be deemed to be incorporated by
reference into the registration statement at the time it was declared effective.
For the purposes of determining liability under the Securities Act of 1933, each
post-effective amendment that contains a form of prospectus shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-3 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
Borough of Mifflintown, Commonwealth of Pennsylvania, on _______, 1995.
Registrant: Juniata Valley Financial Corp.
By:
------------------------------------------
A. Jerome Cook
President and CEO
[Rest of Page Intentionally Left Blank]
- 14 -
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit Exhibit Index Numbered Page
<S> <C> <C>
1 Opinion re legality (5) ii
2 Consent of Mette, ii
Evans & Woodside (23)
3.1 Consent of Beard
& Company, Inc. (23) iii
3.2 Consent of Stockton
Bates & Company iv
4 Power of Attorney (24) v, vi
5 Juniata Valley Financial Corp. vii
Dividend Reinvestment Plan (99)
</TABLE>
- i -
<PAGE>
EXHIBIT 1
EXHIBIT 2
[LETTERHEAD OF METTE, EVANS & WOODSIDE APPEARS HERE]
Juniata Valley Financial Corp.
Bridge and Main Streets
P.O. Box 66
Mifflintown, PA 17059
Re: Registration Statement S-3, under the Securities Act of 1933 - Offering of
100,000 Shares Common Stock, Par Value $100 Per Share Pursuant to Dividend
Reinvestment Plan
Gentlemen:
This opinion is rendered in connection with the Registration Statement filed on
Form S-3 with the Securities and Exchange Commission under the Securities Act of
1933 relating to 100,000 shares of common stock of Juniata Valley Financial
Corp. ("JVFC"), par value $1.00 per share. The common stock is proposed to be
offered by JVFC to holders of common stock of JVFC pursuant to a Dividend
Reinvestment Plan adopted by JVFC's Board of Directors.
We have reviewed the corporate proceedings relating to the proposed stock
offering and such other legal matters as we have deemed appropriate for the
purpose of this opinion. Based on the foregoing, and assuming all necessary
shareholder and governmental approvals, we are of the opinion that the shares of
common stock covered by the aforesaid Registration Statement will, when issued
in accordance with the terms set forth in the Prospectus, applicable law and the
Bylaws of JVFC, be validly issued, fully paid and nonassessable by JVFC.
We hereby consent to the filing of this opinion as an Exhibit to the
aforementioned Registration Statement and to the reference to us in the
Registration Statement under the caption LEGAL MATTERS.
Very truly yours,
METTE, EVANS & WOODSIDE
By
---------------------------------
Elyse E. Rogers, Esquire
<PAGE>
EXHIBIT 3.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement (Form S-3)
of our report, dated January 26, 1995, relating to the consolidated financial
statements of Juniata Valley Financial Corp. and subsidiary, and to the
reference to our Firm under the caption "Experts" in the Prospectus.
Reading, Pennsylvania BEARD & COMPANY, INC.
November 9, 1995
<PAGE>
EXHIBIT 3.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in this Registration Statement (Form S-3)
of our report, dated January 31, 1994, relating to the consolidated financial
statements of Juniata Valley Financial Corp. and subsidiary, prior to
restatement, and to the reference to our Firm under the caption "Experts" in the
Prospectus.
Lancaster, Pennsylvania STOCKTON BATES & COMPANY
November 6, 1995
<PAGE>
EXHIBIT 4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitute and appoint A. JEROME COOK his true and lawful attorney-in-fact and
agents with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement and to file
the same, with all exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-fact
and agents, and either of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or either of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date(s) indicated.
Signature Title Date
- --------- ----- ----
- ---------------------- President and Chief Executive October 17, 1995
A. Jerome Cook Officer and Director
- ---------------------- Director
John E. Groninger
- ---------------------- Director
Karl E. Guss
- ---------------------- Director
Harry B. Fairman, Jr.
- ---------------------- Director
Don E. Haubert
- ---------------------- Director
John A. Renninger
- v -
<PAGE>
Director
- ------------------------------
Ronald H. Witherite
Director
- ------------------------------
Dale G. Nace
Director
- ------------------------------
Darwin C. Pomeroy
Director
- ------------------------------
Edward R. Rhodes
Director
- ------------------------------
Harold B. Shearer
- vi -
<PAGE>
EXHIBIT 5
JUNIATA VALLEY FINANCIAL CORP. DIVIDEND REINVESTMENT PLAN
1. PURPOSE OF THE PLAN.
The purpose of this Dividend Reinvestment Plan (the "Plan") is to provide the
participating shareholders of Juniata Valley Financial Corp. ("JVFC") with a
convenient method of investing cash dividends and voluntary cash contributions
in additional shares of the common stock of JVFC at a cost representing a
savings over that available in normal market purchases.
2. DEFINITIONS.
For purposes of the Plan, the following words or phrases shall have meanings
assigned to them below:
(a) "Dividend Reinvestment Committee" shall mean the committee so designated
by the Board of Directors of JVFC. The Dividend Reinvestment Committee
shall be composed of at least three (3) persons, two of whom shall be
the chief executive officer of JVFC and an officer of the Plan Agent.
(b) "Fair market value" shall mean the value of the stock determined by the
Dividend Reinvestment Committee as follows:
(i) During such time as the Stock is listed on an established stock
exchange or exchanges, the fair market value shall be deemed to be
the closing price of the Stock on the stock exchange(s) on the
applicable date or, if no sale of the Stock has been made on any
stock exchange on that day, the fair market value shall be
determined by reference to such prices on the next preceding day
on which Stock was traded.
(ii) During such time as the Stock is not listed on an established
stock exchange but is listed in the National Association of
Securities
- vii -
<PAGE>
Dealers Automated Quotation System (NASDAQ) National Market
System, the fair market value per share shall be the average of
the highest and lowest trading prices for the Stock on the
applicable date or, if no trade of Stock occurred on that day, the
fair market value shall be determined by reference to such prices
on the next preceding day on which Stock was traded.
(iii) During such time as the Stock is not listed on an established
stock exchange or in the NASDAQ National Market System but is
quoted by NASDAQ, the fair market value per share shall be the
average of the closing dealer "bid" and "ask" prices for the
stock, as quoted by NASDAQ for the applicable day or, if no "bid"
and "ask" prices are quoted for that day, the fair market value
shall be determined by reference to such prices on the next
preceding day on which such prices were quoted.
(iv) During such time as the Stock is not listed on an established
stock exchange or quoted by NASDAQ, the fair market value per
share shall be the average of the lowest "bid" and highest "ask"
quotations of the Stock on the applicable date, as reported by one
or more brokerage firms which then make a market in the Stock or,
in the absence of either a "bid" or "ask" quotation, the quotation
(or average of the quotations, if several) reported on the
applicable date, whether "bid" or "ask".
(v) In the event the Stock is not traded on an established stock
exchange or quoted by NASDAQ and no "bid" and "ask" prices are
available or if, in the determination of the Dividend Reinvestment
Committee the value determined pursuant to subparagraph (iv) above
does not accurately reflect the fair market value of the Stock,
the fair market value of the Stock shall be as determined in good
faith by the Dividend Reinvestment Committee.
(c) "Investment Dates" shall mean the second business day after June 1 and
December 1 of each year.
(d) "JVFC" shall mean Juniata Valley Financial Corp.
(e) "Participant" shall mean a holder of Common Stock of JVFC who has
elected to participate in the Plan by delivering an executed Participant
Card to the Plan Agent.
<PAGE>
(f) "Participant Card" shall mean the card or other document designated by
the Plan Agent as the required evidence of a shareholder's election to
participate in the Plan.
(g) "Plan Agent" shall mean Juniata Valley Bank ("JVB"), and shall also
mean any other entity to which JVB has delegated all or any part of its
responsibilities hereunder.
(h) "Plan Shares" shall mean shares of Common Stock that have been
purchased by a Participant under the Plan and which are held by the Plan
Agent in a custodial account.
(i) "Purchasing Agent" shall mean the entity designated by the Plan Agent
to purchase Plan Shares for the Participants.
(j) "Record Date" shall mean the date on which a person must be registered
as a shareholder on the stock books of JVFC in order to receive a
dividend. Record dates of JVFC are normally May 1 and November 1 of each
year.
(k) "Stock" shall mean the $1.00 par value Common Stock of JVFC.
3. ADMINISTRATION
The Plan shall be administered by JVB, the Plan Agent. All Plan Shares will be
registered in the name of the Plan Agent (or its nominee) as agent for the
Participants. The Plan Shares will be credited to the accounts of the respective
Participants as their interest may appear. The Plan Agent may designate a
Purchasing Agent to purchase Stock for the Participants.
4. PARTICIPATION
Subject to the provisions contained in the Plan, all holders of record of the
Stock of JVFC are eligible to participate in the Plan. A beneficial owner whose
shares are registered in a name other than his own must become a shareholder of
record by having all or a part of such shares transferred into his own name in
order to participate in the Plan.
JVFC reserves the right not to offer participation in the Plan to those holders
of record who reside in jurisdictions which require registration of the Plan
with the securities commission of that jurisdiction.
<PAGE>
5. ENROLLMENT
A shareholder of record may enroll in the Plan at any time by completing and
signing a Participant Card and returning it to the Plan Agent. If a Participant
Card requesting reinvestment of dividends is received by the Plan Agent on or
before the record date established for a particular dividend, reinvestment will
commence with that dividend. If a Participant Card is received from a
shareholder after the record date established for a particular dividend, the
reinvestment of dividends will begin on the Investment Date following the next
record date if the shareholder is still a holder of record. A shareholder who
elects to enroll in the Plan may participate with respect to some, but not all
shares of Stock owned of record by that shareholder.
6. VOLUNTARY CASH CONTRIBUTIONS
Each Participant may make voluntary cash contributions to the Plan of not less
than $200 nor more than $1,500 in any single six month period. Participants need
not invest the same amounts from time to time. Participants are under no
obligation to make any cash contributions.
A voluntary cash contribution shall be made by forwarding a check or money
order, payable to the Purchasing Agent, with a completed Participant Card when
enrolling, or thereafter, with the payment form attached to each statement of
account. The Purchasing Agent will apply each voluntary cash contribution
received from a Participant before a Record Date to the purchase of Stock for
the account of that Participant on the next Investment Date. A voluntary cash
contribution will not be deemed to have been made by a Participant or received
by the Purchasing Agent until the funds contributed are actually collected.
Interest will not be paid on voluntary cash contributions. Voluntary cash
contributions will be returned to a Participant upon written request to the
Purchasing Agent, provided that the request is received no later than the last
business day prior to the next scheduled Record Date.
7. PURCHASES
On each Investment Date, JVFC will pay to the Purchasing Agent the total amount
of dividends payable on each Participant's shares of Stock enrolled in the Plan
(including Plan Shares) and, except as otherwise directed by JVFC, the
Purchasing Agent shall use that amount, in addition to the Participant's
voluntary cash contributions, if any, to purchase Stock for the account of the
Participant.
<PAGE>
JVFC reserves the right at any time to direct the purchase of Stock in the open
market. Open market purchases will be made as soon as possible after the
applicable Investment Date, but not more than 30 days after such date. The
purchase price to a Participant of Stock purchased in the open market will be
the cost (including brokerage commissions) to the Purchasing Agent of such
purchases. In the event that any Stock is purchased in the open market, no Stock
will be allocated to a Participant's account until the date on which the
Purchasing Agent has purchased sufficient shares of Stock to cover purchases for
all Participants in the Plan. If purchases occur at different prices, the
purchase price per share of Stock to all Participants will be based upon the
weighted averages of the prices of all shares of Stock purchased from JVFC (if
any) and in the open market.
Each Participant's account will be credited with the number of whole and
fractional shares (calculated to four (4) decimal places) equal to the amount to
be invested divided by the applicable purchase price.
8. DIVIDENDS
As record holder of the Plan Shares held in Participants' Accounts under the
Plan, the Plan Agent will receive dividends on all Plan Shares held on each
dividend Record Date, will credit such dividends to Participants' accounts on
the basis of whole or fractional shares held in each account and will
automatically reinvest these dividends in the Stock of JVFC.
9. COSTS
No brokerage fees will be charged to Participants in connection with the
purchase of Stock from JVFC. Participants will be charged the actual cost
(including brokerage commissions) of all Stock purchased in the open market. All
decisions whether to purchase Stock from JVFC or in the open market will be made
by the Purchasing Agent, except that JVFC may refuse to sell Stock to the Plan
Agent. All other costs of administration of the Plan will be borne by JVFC;
however, a reasonable service charge may be assessed at the time of a
Participant's withdrawal from the Plan or at any time a share certificate is
requested by a Participant.
10. REPORTS TO PARTICIPANTS
As soon as practicable after completion of each investment on behalf of a
Participant, the Plan Agent will mail to such Participant a statement
showing (i)
<PAGE>
the amount of the dividend and the voluntary cash contribution, if any, applied
toward such investment, (ii) the taxes withheld, if any, (iii) the net amount
invested, (iv) the number of shares purchased, (v) the average cost per share,
and (vi) the total shares accumulated under the Plan, computed to four decimal
places. Each Participant will receive annually Internal Revenue Service From
1099 reporting dividend income received.
11. VOTING OF SHARES
For each meeting of shareholders, the Plan Agent will forward a proxy to each
Participant, and will vote the whole Plan Shares in the Participant's Account in
accordance with the instructions received from the Participant. Fractional
shares will not be voted. The Plan Shares of a Participant who does not return a
proxy will not be voted.
12. CERTIFICATES FOR SHARES
All Plan Shares will be registered in the name of the Plan Agent or its nominee,
as agent for the Participants. Certificates for Plan Shares will not be issued
to Participants unless requested in writing. Certificates for any number of
whole Plan Shares will be issued to a Participant within 15 days of a written
request to the Plan Agent signed by the Participant. A reasonable fee may be
charged for each certificate requested. Any remaining whole or fractional Plan
Shares will continue to be held by the Plan Agent as the agent for the
Participant. Certificates for fractional shares will not be issued under any
circumstances.
13. TERMINATION OF ACCOUNT AND WITHDRAWALS
A Participant may terminate his account not less than 15 days prior to any
Investment Date by giving written notice of termination to the Plan Agent. Any
notice received less than 15 days prior to an Investment Date shall not be
effective until dividends and other accumulated funds, if any, have been
invested and credited to his account. The Plan Agent may terminate any account
by written notice to the Participant and to JVFC.
Within a reasonable time after termination, the Plan Agent will deliver to the
Participant (i) a certificate for all whole Plan Shares held under the Plan,
(ii) a check for any uninvested dividends and voluntary cash contributions, and
(iii) a check in lieu of the issuance of a fractional shares equal to the
fractional Plan Share multiplied by the fair market value per share of the Stock
on the date of termination. The Participant shall have no right to draw checks
or drafts against his account or to give instructions to the Plan Agent with
respect to any Plan
<PAGE>
Shares or cash held in the Participant's account except as expressly provided in
the Plan. The Participant may be charged a reasonable fee for issuance of the
certificate.
As an alternative, upon termination of participation in the Plan, a Participant
may request in writing that all Plan Shares, both whole shares and any fraction
of a share, held for the Participant's account under the Plan be sold. If a sale
all Plan Shares is specified in the notice of termination, the sale will be made
by the Plan Agent, through a stock broker designated by the Plan Agent, as soon
as practicable following receipt by the Plan Agent of instructions from the
Participant to do so. The proceeds of such sale, less brokerage commissions and
any transfer taxes, if any, will be paid to the terminating Participant by JVFC.
14. DISPOSITION OF SHARES.
After receipt of notice that a Participant has disposed of all shares of Stock
registered in his name, the Plan Agent will request instructions from the
Participant as to the disposition he wishes to be made of shares in his Dividend
Reinvestment Account. If the Plan Agent is unable to obtain instructions within
30 days after the mailing of such request, it may terminate the account and have
a certificate issued and delivered for all full shares in the plan together with
cash for any fractional interest in a share at the current fair market value,
or it may, at its discretion, continue to reinvest the dividends until otherwise
instructed.
15. STOCK DIVIDENDS; STOCK SPLITS; RIGHTS OFFERINGS
Any stock dividends or split shares distributed by JVFC with respect to the Plan
Shares of a Participant will be added to his account with the Plan Agent as
additional Plan Shares. Stock dividends or split shares distributed with respect
to shares of Stock registered in a Participant's name will be mailed directly to
the Participant in the same manner as to shareholders who do not participate in
the Plan.
In the event of a rights offering by JVFC, the Plan Agent may either sell all
rights received with respect to Plan Shares held of record by the Plan Agent as
custodian, or, in its discretion, may distribute rights to Participants. If the
Plan Agent sells all rights received to Plan Shares, the Plan Agent will invest
the proceeds of sale in additional shares of Stock which will be retained by the
Plan Agent as custodian and credited proportionately to the accounts of the
Participants. Participants who wish to exercise rights must request the Plan
Agent to forward a share certificate to the Participant as provided in
Section 12 of the Plan. Such request must be made prior to the record date for
exercising such
<PAGE>
rights. Rights on shares of Stock registered in the name of a Participant will
be mailed directly to the Participant.
16. AMENDMENT OR DISCONTINUANCE OF THE PLAN
JVFC may amend, supplement, suspend, modify or terminate the Plan at any time
without the approval of the Participants. Thirty (30) days' notice of any
suspension or material amendment shall be sent to all Participants, who shall in
all events have the right to withdraw from the Plan.
17. INTERPRETATION OF THE PLAN
Any question of interpretation arising under the Plan will be determined by the
Board of Directors of JVFC pursuant to applicable federal and state law and the
rules and regulations of all regulatory authorities, and such determination
shall be final and binding on all Participants.
18. NOTICE TO PARTICIPANTS
The Notices to the Participants may be given by letter addressed to the
Participant at the Participant's last address of record with JVFC. The
Participant agrees to give prompt written notice to JVFC of any change of
address.
19. DUTIES AND RESPONSIBILITIES
Neither JVFC, the Plan Agent nor its nominees shall have any responsibility
beyond the exercise of ordinary care for any action taken or omitted pursuant to
the Plan, nor shall they have any duties, responsibilities or liabilities except
such as are expressly set forth herein. Neither JVFC nor the Plan Agent shall be
liable for any act done in good faith, or for any good faith omission to act,
including, without limitation, any claims of liability (a) with respect to the
time or prices at which Stock is purchased or sold for a Participant's account,
or any inability to purchase or sell Stock, for any reason, (b) for any
fluctuation in the market value after purchase or sale of Stock, or (c) arising
out of failure to terminate the Participant's account upon the Participant's
death prior to receipt of notice in writing of his or her death.
20. GOVERNING LAW
This Plan is governed by the laws of the Commonwealth of Pennsylvania.
