U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
(Amendment number 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
------------------
Commission File Number 0-16587
------------------
South Branch Valley Bancorp, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
West Virginia 55-0672148
- -------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
310 N. Main Street
Moorefield, West Virginia 26836
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(304) 538-2353
- -------------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
---------------------- ----------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Common
-----------------
(Title of Class)
Indicate by check mark whether the registrant: (1) has filed all reports
required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K [229.405 of this chapter] is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. [ X ]
State issuer's revenues for its most recent fiscal year:
$10,149,000
State the aggregate market value of the voting stock held by non-affiliates of
the registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specified date within 60 days prior to the date of filing.
Aggregate Market Value Based Upon Reported
of Voting Stock Closing Price on
-------------------------- ---------------------
$11,611,200 March 1, 1997
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Class Outstanding as of March 1, 1996
--------- --------------------------------
Common Stock ($2.50 par value) 378,510 shares
Documents Incorporated by Reference
The following lists the documents which are incorporated by reference in the
Annual Report Form 10-KSB, and the Parts and Items of the Form 10-KSB into which
the documents are incorporated.
Part of Form 10-KSB
Into Which Document
Document is Incorporated
---------- ----------------------
South Branch Valley Bancorp, Inc. Part II
Annual Report to Shareholders
for the year ended December 31, 1996
Reports filed on Form 8-K Part III
This form 10-KSB/A is comprised of 6 pages.
<PAGE>
This 10-KSB/A is being filed solely for the purpose of amending the maximum
number of directors which can be fixed by the Company's Board of Directors as
described in Part III, Item 9.
<PAGE>
PART III
Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
CURRENT BOARD OF DIRECTORS.
The Board of Directors of the Company may consist of not less than nine (9) nor
more than twenty-one (21) persons in accordance with the Company's Articles of
Incorporation. The number of directors may be fixed by the Board of Directors as
deemed appropriate. Currently, the Board of Directors has fixed the number of
directors at fourteen (14).
The current Board of Directors of the Company is comprised of the individuals
listed below. Directors of the Company are divided into three classes and serve
a staggered three (3) year term. All current directors of the Company are also
directors of the Company's subsidiary, South Branch Valley National Bank
("Bank"). Directors of the Bank serve for a one (1) year term. The table below
sets forth information concerning each director as of March 1, 1997.
Date
Current Term
as Director
of Company Positions & Principal Occupation or
Name and Age Expires Employment Last Five Years
- -------------------------------------------------------------------------------
Oscar M. Bean (46) 1998 Chairman of the Board since
February
1995; Director of Company since
1987; Director of Bank since 1978;
Managing Partner of Bean & Bean
Attorneys.
Donald W. Biller (65) 1999 Director and Vice Chairman of the
Board since 1987; Director of Bank
since 1975; President of D.W. Biller,
Inc.; Director of WV Farm Credit ACA;
Farmer.
James M. Cookman (42) 1997 Director of Bank since 1994;
President of Cookman Insurance
Center, Inc., President of Cookman
Realty Group, Inc. and President of
Transcover, Inc.
John W. Crites (56) 1999 Director of Company and Bank since
1989; President of Allegheny Wood
Products, Inc.; Partner, JPC,
Limited Liability Company; Partner,
Allegheny Dimension; Principal
Stockholder, KJV Aviation.
<PAGE>
Thomas J. Hawse, III (51) 1997 Director of Company since 1988;
President of Hawse Food Market,
Inc.
Phoebe F. Heishman (55) 1998 Secretary of Company since 1995;
Director of Company since 1987;
Director of Bank since 1973; Editor
and Publisher of Moorefield
Examiner; President of R.E. Fisher
Co., Inc.
Gary L. Hinkle (47) 1997 Director the Company since 1993;
President of Hinkle Trucking,
Inc.,
Dettinburn Transport, Inc., and Mt.
Storm Fuel Corporation.
Jeffrey E. Hott (46) 1999 Director of Company and Bank since
1990; Vice President of Hott's Ag
Services, E.E. Hott, Inc., and
Franklin Oil Co.
H. Charles Maddy, III, (33) 1997 Director of Company since 1993; Has
served as the Bank's President and
Chief Executive Officer since 1993. He
served as Chief Financial Officer of
the Company from 1988 to 1994 when he
became President.
Harold K. Michael (53) 1997 Director of the Company since 1994
Owner/ agent of H.K. Michael & Son
Insurance and a member of the West
Virginia House of Delegates.
Mary Ann Ours (63) 1998 Director of Company and Bank since
1994; President of Ours Valley View
Poultry Farm, Inc.
Russell F. Ratliff, Jr. (46) 1999 Director of Company and Bank since
1994; Treasurer of the Company,
1987
to present; Vice President and Cashier
of the Bank, 1993 to present; CEO and
Cashier of the Bank, 1988 to 1993.
Harry C. Welton (67) 1999 Director of Company since 1987;
Director of Bank since 1986;
Retired
farmer.
Renick C. Williams (62) 1998 Director of Company since 1987;
President and Chairman of the Board
of Company, 1987 to 1995; Director
of Bank since 1967; President of
South Branch Inn, Inc.; President
of
Fort Pleasant Farms, Inc.;
President
of Hampshire S&J Co., Inc.
<PAGE>
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.
South Branch Valley Bancorp, Inc.
(registrant)
By: /s/ H. Charles Maddy, III
--------------------------------------
H. Charles Maddy, III, President and
Chief Financial Officer
By: /s/ Russell F. Ratliff, Jr.
--------------------------------------
Russell F. Ratliff, Jr.
Treasurer
Date: October 6, 1997
<PAGE>
