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Item 5. Other Events
On December 30, 1997, the Corporation entered into an Agreement and
Plan of Reorganization (the "Agreement") with Lewistown Trust Company
("Lewistown"), whereby Lewistown will be merged with and into The Juniata
Valley Bank, a Pennsylvania banking institution and wholly owned subsidiary
of the Corporation.
The Corporation will exchange one (1) share of its common stock for
each share of Lewistown common stock outstanding in a tax-free exchange.
The consummation of the merger will be conditioned upon the receipt of
regulatory and shareholders approvals.
The press release announcing the agreement is attached hereto as
Exhibit 99.
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 hereunto duly authorized.
Juniata Valley Financial Corp.
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Registrant
Date: January 8, 1998 ------------------------------
A. Jerome Cook, President
EXHIBIT INDEX
Exhibit No. Description
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99 Press Release of Juniata Valley Financial Corp.
dated December 30, 1997.
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EXHIBIT 99 PRESS RELEASE
JUNIATA VALLEY FINANCIAL CORPORATION
AND LEWISTOWN TRUST COMPANY
EXECUTIVE AGREEMENT AND PLAN OF MERGER
Date: December 30, 1997
Juniata Valley Financial Corporation (OTC:JUVF) and Lewistown Trust Company
jointly announced today that they have entered into a definitive agreement
and plan of merger providing for the merger of Lewistown Trust Company with
and into the Juniata Valley Bank, a wholly subsidiary of Juniata Valley
Financial Corporation (Juniata).
Under the terms of the definitive merger agreement, Lewistown Trust Company
will be merged into the Juniata Valley Bank and Juniata will exchange one
share of Juniata common stock for each share of Lewistown Trust Company
common stock outstanding in a tax-free exchange. Based upon Juniata's
closing price on December 29, 1997, the shares of Juniata to be received by
Lewistown shareholders would have a value of $33.7 million, or $36.00 per
share. In relation to Juniata's price of $36.00 per share, the transaction
consideration is approximately 2.37 times Lewistown's September 30, 1997
book value of $15.16 per share and 23.4 times its last twelve months
earnings of $1.54. The transaction will be accounted for as a pooling of
interests and, pending regulatory and shareholder approvals, is expected to
be completed in the first half of 1998.
Juniata is headquartered in Mifflintown, Pennsylvania. Its banking
subsidiary, the Juniata Valley Bank, currently operates 8 banking offices
in Juniata, Perry, Mifflin and Huntingdon Counties.
Lewistown Trust Company is headquartered in Lewistown, Pennsylvania and
currently operates 4 full service banking offices in Mifflin County.
Based on September 30, 1997 financial data, the combined organization will
have approximately $332 million in total assets, $189 million in loans,
$284.5 million in deposits and $43 million in total equity. At
consummation, it is expected that the combined banking subsidiary will have
12 full service banking offices.
A. Jerome Cook, Chief Executive Officer of Juniata Valley, commented,
"Lewistown Trust Company is a well capitalized, efficient and sound
financial institution which will provide many opportunities to grow the
combined financial institution."
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Marshall L. Hartman, President and Chief Executive Officer for Lewistown,
stated, "We are pleased with the opportunity to merge our two well-
respected banks. Not only will control remain in the community but the
combined organization will be in a stronger position to benefit all of our
constituencies."
Upon consummation of the merger, all of the current directors of Lewistown
will become directors of Juniata and Juniata Valley Bank and Harry B.
Fairman, Jr., Philip E. Gingerich, Jr. and Marshall L. Hartman will become
Vice Chairmen of Juniata and Juniata Valley Bank. A. Jerome Cook will
assume the role of Chief Executive Officer and Chairman of the Board of
Directors of Juniata and Juniata Valley Bank. Francis J. Evanitsky,
Executive Vice President of Lewistown, will be appointed President and
Chief Operating Officer of Juniata and Juniata Valley Bank and Linda L.
Engle, Senior Vice President and Chief Financial Officer of Juniata will
become Executive Vice President and Chief Financial Officer of Juniata and
Juniata Valley Bank.
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