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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 11-K
(Mark One)
[ X] ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended June 30, 2000
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _____________________ to _________________
Commission file number 0-13232
JUNIATA VALLEY FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
(full title of the plan)
JUNIATA VALLEY FINANCIAL CORP.
P O Box 66
Mifflintown, Pennsylvania 17059
(Name of issuer of the securities held pursuant to the plan
and the address of its principal executive offices)
Registrant's telephone number, including area code (717) 436-8211
Notices and communications from the Securities and Exchange commission
relative to this report should be forwarded to:
Linda L. Engle, Exec. Vice President & COO
Juniata Valley Bank
P o Box 66
Mifflintown, Pennsylvania 17059
(717) 436-8211
This is the first of 9 pages. The index to Exhibit is on page 8.
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INDEPENDENT AUDITOR'S REPORT
To the Plan Administrator
Juniata Valley Financial Corp.
Employee Stock Purchase Plan
Mifflintown, Pennsylvania
We have audited the accompanying statements of net assets available for
benefits of Juniata Valley Financial Corp. Employee Stock Purchase Plan as of
June 30, 2000 and 1999, and the related statements of changes in net assets
available for benefits for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion to these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates were made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for benefits of the
Juniata Valley Financial Corp. Employee Stock Purchase Plan as of June 30, 2000
and 1999, and the changes in net assets available for benefits for the years
then ended in conformity with the generally accepted accounting principles.
/S/ BEARD & COMPANY, INC
Harrisburg, Pennsylvania
September 8, 2000
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JUNIATA VALLEY FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
ASSETS JUNE 30, 2000 JUNE 30, 1999
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<S> <C> <C>
Cash and cash equivalents $ - $ -
Investment in Juniata Valley Financial
Corp. common stock - -
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Net assets available for benefits $ - $ -
=================== ==================
</TABLE>
See Notes to Financial Statements.
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JUNIATA VALLEY FINANCIAL CORP
EMPLOYEE STOCK PURCHASE PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
<CAPTION>
Year ended Year ended
June 30, 2000 June 30, 1999
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<S> <C> <C>
Interest income $ 441 $ 519
Employee contributions 42,172 46,190
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Total additions 42,613 46,709
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Distributions to participants 41,366 19,345
Distribution of shares of common stock of Juniata
Valley Financial Corp. to participants (2000 39
shares at $31.97 per share; 1999 753 shares at
$36.34 per share) 1,247 27,364
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Total deductions 42,613 46,709
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Net increase - -
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Net assets available for benefits:
Beginning of year - -
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End of year $ - -
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</TABLE>
See Notes to Financial Statements.
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JUNIATA VALLEY FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
NOTES OF FINANCIAL STATEMENTS
SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting:
The accompanying financial statements have been prepared on
the accrual basis of accounting.
Estimates:
The preparation of financial statements in conformity with
generally accepted accounting principals the Plan
Administrator to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly,
actual results may differ from those estimates.
PLAN DESCRIPTION
The Corporation established the Employee Stock Purchase Plan (Plan)
effective as of July 1, 1996. The purposes of the Plan is to provide
employees of the Juniata Valley Bank (Bank) the opportunity to purchase
stock of Juniata Valley Financial Corp. (Corporation) and to acquire a
proprietary interest in the Corporation. Under the Plan, each eligible
employee is granted options to purchase stock during successive yearly
offerings. The Plan is administered by a Committee appointed by the Board
of Directors.
Employees of the Bank are eligible to participate in the Plan after ninety
days of service and must be employed at the Bank as of the stock issuance
date in order to purchase the stock. Enrollment occurs on July 1 of each
plan year.
Eligible employees, upon enrollment, choose to have payroll deductions at
rates from 2% to 10% of their compensation. The payroll deductions are
deposited into restricted individual savings accounts, which earn interest
computed at the regular statement savings account rate of the Bank.
Voluntary cash contributions are also permitted by the Plan, provided that
the total amount available to purchase stock per participant does not
exceed $25,000. Contributions cease as of the termination date of each plan
year (May 15).
When a participant terminates employment at the Bank, their participation
in the Plan will automatically terminate. The participant will not be
entitled to purchase any shares through the Plan and the amount of
contributions made to the Plan will be returned to the participant. Should
the termination of the employee occur because of the employee's death, the
beneficiary may elect to withdraw the contributions or to exercise the
participant's option for the purchase of the stock on the next termination
date (May 15 of each year). Voluntary withdrawals of the participant's
entire balance are permitted, as approved by the Chief Financial Officer of
the Corporation.
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JUNIATA VALLEY FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENTS
PLAN DESCRIPTION (CONTINUED)
The Plan permits participants to acquire stock of the Corporation at an
option price of between 85% and 100% of the fair market value of the stock.
The discount approved by the Board of directors was 8% for the plan years
ended June 30, 2000 and 1999. This resulted in a purchase price of $31.97
and $36.34 per share for the years ended June 30, 2000 and 1999,
respectively, based upon the fair market value as of the commencement date
of the offering (July 1).
The stock may be purchased directly from the Corporation, either through
authorized but unissued stock or stock held in the treasury of the
Corporation, or on the open market, or by a combination. The Plan purchased
39 shares and 753 shares of stock for the years ended June 30, 2000 and
1999, respectively, which were issued to the participants of the Plan.
Fractional shares are not distributed, therefore, excess cash in each
participant's account is returned to the participant.
The Corporation may terminate or amend the Plan at any time.
Additional information about the Plan agreement can be obtained from the
Chief Financial Officer of the Corporation.
ADMINISTRATIVE EXPENSES
Fees for legal, accounting and other services are paid by the Corporation
and are based upon customary and reasonable rates for such services.
INCOME TAX STATUS
The Plan Administrator believes that the Plan is currently designed and
being operated in compliance with the applicable requirements under Section
423 of the Internal Revenue Code of 1986, as amended. Therefore the Plan
Administrator believes that the Plan was qualified and was tax-exempt as of
the financial statement date.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Plan) undersigned
hereunto duly authorized.
JUNIATA VALLEY FINANCIAL CORP.
EMPLOYEE STOCK PURCHASE PLAN
Date: ______________________ By: _______________________________
/S/Francis J. Evanitsky
President and CEO
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INDEX TO EXHIBIT
Exhibit No. 23
Consent of Beard & Company, Inc., independent auditors
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