As filed with the Securities and Exchange Commission on August 4, 1997
Registration No. 33-62010
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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Ohio Valley Banc Corp.
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(Exact name of Registrant as specified in its charter)
Ohio 31-1359191
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
420 Third Avenue
Gallipolis, Ohio 45631
(614) 446-2631
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(Address, including zip code, and telephone number,
including area code, of Registrant's
principal executive offices)
With a copy to:
Elizabeth Turrell Farrar, Esq.
Vorys, Sater, Seymour and Pease Jeffrey E. Smith
52 East Gay Street Ohio Valley Banc Corp.
P.O. Box 1008 420 Third Avenue
Columbus, Ohio 43216-1008 Gallipolis, OH 45631
(614) 464-5607 (614) 446-2631
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: August 15, 1997
or as soon as possible after the effective date of this Post-Effective Amendment
No. 1.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [X]
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 registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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PROSPECTUS
OHIO VALLEY BANC CORP.
420 Third Avenue
Gallipolis, Ohio 45631
(614) 446-2631
DIVIDEND REINVESTMENT AND EMPLOYEE STOCK PURCHASE PLAN
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524,171 COMMON SHARES
(without par value)
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Ohio Valley Banc Corp. (the "Company") is offering to its shareholders
and employees of the Company and its subsidiaries a simple and convenient method
to purchase common shares, without par value (the "Common Shares"), of the
Company without payment of any brokerage commission or service charge pursuant
to a Dividend Reinvestment and Employee Stock Purchase Plan (the "Plan"). The
Plan permits full or partial reinvestment of cash dividends paid on the Common
Shares, permits record shareholders and participants in the Company's Employees'
Stock Ownership Plan and Trust (the "ESOP") to make voluntary cash payments of
$100 to $2,000 for each three-month period ending on January 31, April 30, July
31 or October 31 and permits non-shareholder employees to make limited initial
purchases ($100 to $2,000) of Common Shares through the Plan.
Common Shares purchased under the Plan may be newly issued Common
Shares or Common Shares purchased for participants in the open market, at the
Company's option. Common Shares purchased for participants in the Plan will be
purchased at market price.
The Company reserves the right to modify, suspend or terminate the Plan
at any time. The Plan does not represent a change in the Company's dividend
policy or a guarantee of future dividends, which will continue to depend on
earnings, financial requirements and other factors.
Shareholders enrolled in the Company's Dividend Reinvestment Plan will
continue to be enrolled in the Plan unless they notify The Ohio Valley Bank
Company ("Ohio Valley Bank"), administrator for the Plan, that they wish to
withdraw from participation. Shareholders who do not wish to participate in the
Plan will continue to receive cash dividends, as declared, in the usual manner.
This Prospectus relates to an offering of Common Shares of the Company
registered for purchase under the Plan. It is suggested that this Prospectus be
retained for future reference.
The Common Shares which are being offered pursuant to this Prospectus
are not savings accounts, deposits or other obligations of any bank or non-bank
subsidiary and are not insured by the Federal Deposit Insurance Corporation or
any other government agency. Investment in Common Shares of the Company, as with
any investment in securities, involves investment risks, including the possible
loss of principal.
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.
The date of this Prospectus is August 4, 1997
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TABLE OF CONTENTS
AVAILABLE INFORMATION.................................................... 3
DOCUMENTS INCORPORATED BY REFERENCE...................................... 3
THE COMPANY.............................................................. 4
DESCRIPTION OF THE OHIO VALLEY BANC CORP. DIVIDEND
REINVESTMENT AND EMPLOYEE STOCK PURCHASE PLAN........................ 4
USE OF PROCEEDS.......................................................... 19
THE COMMON SHARES........................................................ 19
REPORTS TO SHAREHOLDERS.................................................. 21
INDEMNIFICATION OF DIRECTORS AND OFFICERS................................ 21
LEGAL MATTERS............................................................ 22
EXPERTS.................................................................. 22
No person has been authorized to give any information or to make any
representation other than those contained in this Prospectus and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company. This Prospectus does not constitute an offer to
sell, or a solicitation of an offer to buy, any of the securities offered by
this Prospectus in any jurisdiction to any person to whom it is unlawful to make
such offer in such jurisdiction. Neither the delivery of this Prospectus at any
time nor any sale made pursuant to this Prospectus shall, under any
circumstance, create any implication that the information herein is correct as
of any time after its date or that there has been no change in the business or
affairs of the Company since the date hereof.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities and
Exchange Commission (the "Commission"). Information, as of particular dates,
concerning directors and executive officers of the Company, their compensation,
and any material interest of such persons in transactions with the Company is
disclosed in proxy statements distributed to shareholders of the Company and
filed with the Commission. Such reports, proxy statements, information
statements and other information filed by the Company 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 should be available for
inspection and copying at the Commission's Regional Offices at 7 World Trade
Center, Suite 1300, New York, New York 10048; and 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies can be obtained by mail from the
Commission at prescribed rates. Requests should be directed to the Commission's
Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a Website that contains reports, proxy statements,
information statements and other information regarding registrants, such as the
Company, that file electronically with the Commission. The address of the
Commission's Website is http://www.sec.gov. In addition, the Company's Common
Shares are traded on The Nasdaq Stock Market and reports, proxy statements,
information statements and other information filed by the Company can be
inspected at the offices of The Nasdaq Stock Market, 1735 K Street, N.W.,
Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "1933 Act"), with respect to the Common Shares offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain items of which have been omitted in accordance with the rules
and regulations of the Commission. The omitted information may be inspected and
copied, at the prescribed rates, at the public reference facilities maintained
by the Commission at the addresses set forth above. For further information with
respect to the Company and the Common Shares, reference is made to the
Registration Statement, including the exhibits thereto.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Commission under
the Exchange Act are hereby incorporated by reference into this Prospectus: (a)
the Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996; and (b) the Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1997. All documents filed by the Company after the date of this
Prospectus pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
prior to the termination of this offering will be deemed to be incorporated by
reference in this Prospectus and to be a part hereof from the date of filing of
such documents.
The Company will provide, without charge, to any person to whom a copy
of this Prospectus is delivered, including any beneficial owner, upon written or
oral request, a copy of any and all of the information that has been
incorporated by reference in this Prospectus, other than exhibits. Requests
should be made in writing to the Secretary of Ohio Valley Banc Corp., 420 Third
Avenue, Gallipolis, Ohio 45631, or by telephone at (614) 446-2631.
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THE COMPANY
The Company is an Ohio bank holding company. Its principal activity is
owning and operating its wholly-owned subsidiaries, Ohio Valley Bank, an Ohio
state-chartered bank, and Loan Central, Inc., an Ohio-chartered consumer finance
company. The principal executive offices of the Company are located at 420 Third
Avenue, Gallipolis, Ohio 45631. Its telephone number is (614) 446-2631.
Additional information concerning the Company and its business activities is
contained in the incorporated documents, to which reference is hereby made.
DESCRIPTION OF THE OHIO VALLEY BANC CORP.
DIVIDEND REINVESTMENT AND EMPLOYEE STOCK PURCHASE PLAN
Purpose
The purpose of the Plan is to provide record holders of the Company's
Common Shares and employees of the Company and its subsidiaries with a
convenient and economical method of purchasing Common Shares. The Plan offers
record shareholders and participants in the ESOP a systematic method of
investing their cash dividends in Common Shares without the payment of any
brokerage commission, service charge or other expense. The Plan also permits
shareholders of record and participants in the ESOP who become participants in
the Plan to make voluntary cash payments of $100 or more (up to a maximum of
$2,000 for each three-month period ending on January 31, April 30, July 31 or
October 31 (each, an "Investment Period")) for investment in Common Shares.
Finally, the Plan permits non-shareholder employees to make limited initial
purchases ($100 to $2,000) of Common Shares through the Plan.
Common Shares to be purchased under the Plan may be made available by
the Company from its authorized but unissued Common Shares or may be purchased
for participants in the open market, at the Company's option. See "Purchase of
Common Shares." Common Shares purchased from the Company's authorized but
unissued Common Shares will provide the Company with additional funds for
general corporate purposes. The Company will receive no proceeds from purchases
by the Plan of any Common Shares in the open market.
Advantages to the Participant
A participant in the Plan who authorizes reinvestment of dividends will
have the cash dividends, or any designated percentage of the cash dividends, on
the Common Shares held in his or her name or for his or her account under the
ESOP and all of the cash dividends on the Common Shares in the Plan
automatically reinvested in Common Shares at market price. See "Price of Common
Shares." Participants in the Plan will not incur any brokerage commissions or
service charges in connection with purchases of Common Shares under the Plan.
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Full investment of dividends is possible because the Plan permits fractions of a
Common Share, as well as full Common Shares, to be credited to the accounts of
participants in the Plan. In addition, cash dividends paid on whole Common
Shares, and any fraction of a Common Share, credited to a participant's account
are reinvested in the same manner.
Participants in the Plan will have the opportunity to make voluntary
cash payments to the Plan, up to a maximum of $2,000 for each Investment Period,
to be invested in Common Shares in the same manner as reinvested dividends. See
"Supplemental Investments."
Employees of the Company and its subsidiaries who are not presently
shareholders of the Company may purchase Common Shares and become participants
in the Plan by making an initial investment of at least $100 but not more than
$2,000. See "Initial Investments by Employees."
Participants can avoid the inconvenience, risk and expense of
safekeeping certificates for the Common Shares credited to their accounts under
the Plan. See "Issuance of Certificates to Participants." Quarterly statements
of account are furnished to participants to provide simplified recordkeeping.
See "Reports to Participants."
Shareholders are cautioned that the Plan does not represent a change in
the Company's dividend policy or a guarantee of future dividends, which will
continue to depend upon the Company's earnings, financial requirements and other
factors.
Administration of the Plan
Ohio Valley Bank will administer the Plan for participants, keep
records, send quarterly statements of account to participants and perform other
clerical and ministerial duties relating to the Plan. Common Shares purchased
under the Plan are registered in the name of Ohio Valley Bank or its nominee, as
custodian, and credited to participants' accounts under the Plan.
It is anticipated that most of the Common Shares purchased pursuant to
the Plan will be purchased from the Company in the form of Common Shares that
are authorized but unissued. The Company will appoint an independent agent from
time to time (the "Agent") to execute purchases and sales of Common Shares on
behalf of the Plan and its participants from persons other than the Company. The
Agent will be a registered broker-dealer or bank as defined in Section 3(a)(6)
of the Exchange Act. The Agent will not be an affiliate of the Company, and
neither the Company nor any affiliate of the Company will exercise any direct or
indirect control or influence over the times when, or prices at which, the Agent
may purchase Common Shares for the Plan, the amount of Common Shares to be
purchased, or the manner in which the Common Shares are to be purchased.
Eligibility
All record holders of Common Shares of the Company, participants in the
ESOP and employees of the Company and its subsidiaries not presently owning
Common Shares are eligible to participate in the Plan, except as described in
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this section. The Company reserves the right to deny participation in the Plan
to any shareholder or employee who resides in a jurisdiction having laws or
regulations that impose conditions upon the Plan which are unacceptable to the
Company, or who fails to provide documentation acceptable to the Company of his
or her state or country (if other than the United States) of residence.
Consequently, the Plan may not be available to shareholders or employees who
live in certain states or in countries other than the United States. A
shareholder of record who wishes to participate in the Plan must certify as to
his or her state or country of residence on the Authorization Form accompanying
this Prospectus and agree to notify Ohio Valley Bank if such state or country of
residence changes. Upon receipt of the Authorization Form, Ohio Valley Bank will
notify the shareholder or employee within a reasonable time if the Plan is not
available in the state or country in which the shareholder or employee resides.
Eligible shareholders have the option under the Plan to reinvest
automatically all, or any lesser percentage, of the cash dividends on Common
Shares registered in their names. The percentage of participation desired should
be specified on the Authorization Form. Once the percentage of cash dividends to
be reinvested by a registered shareholder has been selected, that percentage
will remain in effect until the election is changed. Therefore, any increase or
decrease in the number of Common Shares registered in a participant's name will
result in an increase or decrease in the amount of dividends reinvested under
the Plan, unless the election is changed accordingly.
Each year, in January or February, participants in the ESOP will have
the option to reinvest all, or any lesser percentage, of the cash dividends
allocated to the Common Shares held in their ESOP accounts during the preceding
calendar year. The percentage of reinvestment desired should be specified on the
Authorization Form.
A beneficial owner of Common Shares whose Common Shares are registered
in the name of a bank, broker or nominee and who wishes to participate in the
Plan must, unless he or she is a participant in the ESOP, become a shareholder
of record by having Common Shares transferred into his or her name.
Entry into the Plan
A record holder of Common Shares or a participant in the ESOP may
enroll in the Plan at any time by completing and signing the appropriate
Authorization Form and returning it to Ohio Valley Bank. Once enrolled in the
Plan, a record holder of Common Shares will continue to be enrolled without
further action, unless the participant moves to a state or country in which the
Plan is not available or gives written notice to Ohio Valley Bank that the
participant wishes to withdraw from participation. See "Withdrawal from the
Plan."
Employees of the Company and its subsidiaries not presently owning
Common Shares may join the Plan, at any time after being furnished a copy of the
Prospectus, by completing, signing and returning the Authorization Form to Ohio
Valley Bank and making an initial investment in the form of a check or money
order in an amount of not less than $100 nor more than $2,000.
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An Authorization Form and a postage-paid return envelope may be
obtained at any time by writing to:
The Ohio Valley Bank Company
Attention: DIVIDEND REINVESTMENT AND EMPLOYEE
STOCK PURCHASE PLAN
420 Third Avenue
Gallipolis, Ohio 45631
Authorization Form
Each Authorization Form authorizes Ohio Valley Bank to receive (or pay
over to the Agent if Common Shares will be purchased in the open market) all, or
a designated percentage, of the cash dividends on the Common Shares registered
in the participant's name or held in the participant's ESOP account, as well as
all cash dividends on all Common Shares credited to the participant's account
under the Plan, and directs Ohio Valley Bank (or the Agent if Common Shares will
be purchased in the open market) to invest such cash dividends in Common Shares
under the Plan.
Participation Begins Upon Receipt of Authorization Form
Record dates for determining the holders of Common Shares entitled to
receive dividends declared on Common Shares ("Dividend Record Dates") are chosen
from time to time by the Company's Board of Directors and are customarily in the
months of January, April, July and October of each year (the "Dividend Months").
If a shareholder's Authorization Form is received by Ohio Valley Bank before a
Dividend Record Date, the reinvestment of dividends will commence with the
payment of that dividend. If an Authorization Form is received by Ohio Valley
Bank on or after a Dividend Record Date, the reinvestment of dividends will not
start until payment of the next dividend. Dividend Record Dates will vary from
time to time, and may be chosen in months other than January, April, July and
October. A shareholder can minimize the possibility of missing a desired entry
date by delivering an Authorization Form to Ohio Valley Bank before the first
day of a Dividend Month in which the shareholder desires to commence
participation.
Dividends received by the ESOP and allocated to the accounts of ESOP
participants during the preceding calendar year are distributed to ESOP
participants the following January. If an ESOP participant wishes to have any or
all of such distribution invested under the Plan, the ESOP participant must
deliver an Authorization Form to Ohio Valley Bank prior to February 10. See
"Investment Dates."
Initial Investments by employees must be included with a completed
Authorization Form and returned to Ohio Valley Bank. Initial Investments must be
received by Ohio Valley Bank ten days before an Investment Date (see "Investment
Dates") in order to be used to purchase Common Shares starting on that
Investment Date. See "Initial Investments by Employees."
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Participants May Change Their Election
Participants in the Plan may, at any time, change their election as to
the percentage of dividends from Common Shares registered in their names which
they wish to have reinvested under the Plan. To do so, a new Authorization Form
must be completed and returned to Ohio Valley Bank. Changes will become
effective at the next Dividend Record Date.
Supplemental Investments
Participants in the Plan may invest in Common Shares under the Plan by
making voluntary cash payments ("Supplemental Investments"). The minimum
Supplemental Investment is $100, and a participant's Supplemental Investments
may not exceed $2,000 per Investment Period (any three-month period ending
January 31, April 30, July 31 or October 31). If a participant holds Common
Shares registered in two or more different forms of his or her name (such as
John A. Smith and John Allan Smith or Mary E. Smith and Mary Smith Jones) under
the same social security number or other taxpayer identification number, such
participant's Supplemental Investments may not exceed $2,000 for any Investment
Period, notwithstanding the fact that such participant's Common Shares are
registered in different names.
Supplemental Investments must be received by Ohio Valley Bank no later
than ten days prior to an Investment Date to be invested beginning on that
Investment Date. See "Investment Dates." Otherwise, the Supplemental Investments
will be held by Ohio Valley Bank and invested starting on the earlier of (a) the
last business day of February, May, August or November, as appropriate, or (b)
the next Investment Date. However, if Common Shares are not purchased within 35
days of the receipt of a Supplemental Investment, Ohio Valley Bank will mail to
each participant a check in the amount of any such unapplied Supplemental
Investments, without interest. See "Purchase of Common Shares." As in the case
of purchases of Common Shares made through the reinvestment of cash dividends,
participants will not incur any brokerage commissions or service charges in
connection with Common Shares purchased with Supplemental Investments. Common
Shares purchased with Supplemental Investments will be held, and the dividends
from such Common Shares will be reinvested, in the same manner as all other
Common Shares purchased through the Plan.
A shareholder may make an initial Supplemental Investment by enclosing
a check or money order with the Authorization Form when enrolling. Thereafter,
Supplemental Investments may be made by forwarding a check or money order to
Ohio Valley Bank together with a payment form which will accompany each
statement of account. All checks and money orders for Supplemental Investments
should be made payable to "The Ohio Valley Bank Company, Administrator for the
Ohio Valley Banc Corp. Dividend Reinvestment and Employee Stock Purchase Plan."
Participants in the Plan have no obligation to make Supplemental Investments,
and may cease or resume making Supplemental Investments at any time.
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NO INTEREST WILL BE PAID ON SUPPLEMENTAL INVESTMENTS PENDING
INVESTMENT. Participants should transmit Supplemental Investments so as to reach
Ohio Valley Bank shortly (but not less than ten days) before an Investment Date.
Supplemental Investments received by Ohio Valley Bank will be
transmitted to a segregated escrow account for the benefit of the participants
in the Plan. The escrow account will not be subject to any liens, any creditor
claims, any bankruptcy proceedings if the Company files for bankruptcy, or any
other claims against the Company. Such Supplemental Investments will be
transmitted to the escrow account by the opening of business on the next
business day if the funds are received before noon, and by noon of the next
business day if the funds are received after noon.
Any Supplemental Investment will be refunded if a written request for a
refund is received by Ohio Valley Bank no later than 48 hours prior to the
Investment Date on which the Supplemental Investment would otherwise begin to be
invested. However, no refund of a check or money order will be made until the
funds have actually been received by Ohio Valley Bank. Accordingly, such refunds
may be delayed several weeks from the original date of the request.
Initial Investments by Employees
Employees of the Company and its subsidiaries may become participants
in the Plan by making Initial Investments in an amount of at least $100 and not
more than $2,000. Initial Investments must be paid in the form of a check or
money order made payable to "The Ohio Valley Bank Company, Administrator for the
Ohio Valley Banc Corp. Dividend Reinvestment and Employee Stock Purchase Plan,"
included with a completed Authorization Form and returned to Ohio Valley Bank.
The amount of the Initial Investment made by an employee will be counted against
the amount of Supplemental Investments which such employee may otherwise make
during the Investment Period in which the Initial Investment is made.
All Initial Investments received by Ohio Valley Bank will be
transmitted to a segregated escrow account maintained for the benefit of Plan
participants by the opening of business on the next business day if received
before noon on a particular day and by noon of the next business day if received
after noon on a particular day.
Initial Investments must be received by Ohio Valley Bank no later than
ten days prior to an Investment Date to be invested beginning on that Investment
Date. See "Investment Dates." Otherwise, the Initial Investments will be held by
Ohio Valley Bank and invested starting on the earlier of (a) the last business
day of February, May, August or November, as appropriate, or (b) the next
Investment Date. However, if Common Shares are not purchased within 35 days of
the receipt of an Initial Investment, Ohio Valley Bank will return to each
employee the amount of any such unapplied Initial Investments, without interest.
See "Purchase of Common Shares." Upon an employee's written request received by
Ohio Valley Bank at least 48 hours prior to the applicable Investment Date, an
Initial Investment will be returned to the employee. However, no refund of a
check or money order will be made until the funds have been actually received by
Ohio Valley Bank.
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As in the case of purchases of Common Shares made through the
reinvestment of cash dividends, employees will not incur any brokerage
commissions or service charges in connection with Common Shares purchased with
Initial Investments.
Payroll Deductions by Employees
Employees of the Company and its subsidiaries may make Supplemental
Investments to their accounts under the Plan of not less than $20 per pay period
by means of payroll deductions. To initiate payroll deductions, an employee must
complete a Payroll Deduction Authorization Form and return it to the Human
Resources Department at Ohio Valley Bank. Forms will be processed and become
effective as promptly as practical.
Once an employee has begun payroll deductions, the funds represented by
such payroll deductions will be forwarded by the Human Resources Department for
investment as Supplemental Investments under the Plan at such time prior to an
Investment Date as at least $100 in payroll deductions have been accumulated for
the employee. See "Supplemental Investments."
An employee may increase, decrease or cease his or her payroll
deductions at any time by giving written notice to the Human Resources
Department at Ohio Valley Bank and by completing a new Payroll Deduction
Authorization Form indicating the changes.
Investment Dates
The Plan's Investment Dates are the tenth of February, May, August and
November. However, if the tenth is not a day on which the Company is open for
business, the applicable Investment Date will be (a) the immediately preceding
day on which the Company is open for business, in the case of the purchase of
Additional Shares under the Plan directly from the Company or (b) the next day
on which the Company is open for business, in the case of the purchase of Common
Shares under the Plan by the Agent in the open market. In addition, if (1) Ohio
Valley Bank receives funds from Initial Investments and Supplemental Investments
less than ten days prior to one of the Investment Dates described in the
preceding sentence but before the last business day of February, May, August or
November, as appropriate, and (2) such funds would be sufficient to purchase at
least 100 Common Shares, those funds will be invested beginning on the last
business day of February, May, August and November, as appropriate. In any
event, if Common Shares are not purchased within 35 days of the receipt of funds
representing Initial Investments or Supplemental Investments, Ohio Valley Bank
will return to each employee and each participant the amount of any such
unapplied funds, without interest.
Payment for Dividends by the Company to Ohio Valley Bank
As and when dividends are paid on Common Shares, the Company will
promptly pay to Ohio Valley Bank all, or the designated percentage, of the cash
dividends payable in respect of the Common Shares held of record by participants
in the Plan and all Common Shares credited to participants' accounts under the
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Plan, subject to any applicable tax withholding requirements. See "Federal
Income Tax Consequences." Dividends paid on Common Shares held in the accounts
of ESOP participants will be distributed or reinvested each January or February
as directed by the ESOP participants.
Purchase of Common Shares
On each Investment Date, the Company will make Common Shares available
for purchase under the Plan from its authorized but unissued Common Shares
("Additional Shares"). Alternatively, the Company may choose, in its sole
discretion, that Common Shares to be purchased under the Plan will be purchased
in the open market. To the extent the Company is making Additional Shares
available for purchase under the Plan, Ohio Valley Bank will purchase such
Common Shares from the Company. To the extent the Company is not making
Additional Shares available for purchase under the Plan, the Agent will purchase
Common Shares in the open market.
For purchases made in the open market, on each Investment Date, Ohio
Valley Bank will pay over to the Agent all dividends received from the Company
in respect of participants' Common Shares, together with all Initial Investments
and all Supplemental Investments received at least ten days before the
Investment Date. See "Payment for Dividends by the Company to Ohio Valley Bank,"
"Supplemental Investments," and "Initial Investments by Employees." The Agent
will use these funds to purchase Common Shares on that Investment Date or as
promptly as practicable thereafter.
Notwithstanding the foregoing, the Company may not change its
determination that Common Shares purchased under the Plan will be purchased from
Additional Shares or in the open market more than once in any three-month
period. In addition, the Company may not change such determination unless the
Company's Board of Directors documents that the Company's need to raise
additional capital has changed, or that there is another valid reason for such
change.
If at any time the Company determines not to make Additional Shares
available for purchase under the Plan and the Agent is unable to purchase Common
Shares in the open market (by reason of the operation of applicable laws, the
closing of the securities markets or any other temporary curtailment or
suspension of open market purchases), neither the Company nor Ohio Valley Bank
shall have any liability to any participant arising out of the inability to make
purchases at such time. Notwithstanding the foregoing, if Common Shares are not
purchased: (i) within 30 days after a dividend payment date; or (ii) within 35
days of the receipt of an Initial Investment or a Supplemental Investment, Ohio
Valley Bank will mail to each participant or employee, as appropriate, a check
in the amount of any such unapplied cash dividends, Initial Investments or
Supplemental Investments, without interest.
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Price of Common Shares
The market for the Common Shares is not highly active and trading has
historically been limited. Except as provided below, the price of Additional
Shares purchased from the Company under the Plan with reinvested dividends,
Initial Investments or Supplemental Investments will be the current market
price, which will be the average of the closing bid and asked prices established
by The Ohio Company (or such other broker, registered with the Commission, as
the Board of Directors of the Company may designate from time to time) for the
five business days immediately preceding the purchase date. Notwithstanding the
foregoing, in the event that a stock split (a "Stock Split") of the Common
Shares is declared such that the ex-dividend date for such Stock Split is the
business day next following the payment date for such Stock Split, the price per
Common Share purchased from the Company under the Plan with reinvested dividends
from any cash dividend (the "Cash Dividend") having a record date and payment
date the same as the record date and payment date, respectively, for the Stock
Split shall be the closing price per Common Share on the record date for the
Cash Dividend and Stock Split, adjusted to account for the Stock Split. The
price of any Common Shares purchased for participants in the open market will be
the average purchase price of such Common Shares.
Number of Common Shares Purchased for Each Participant
Common Shares purchased with reinvested dividends, Initial Investments
and Supplemental Investments will be allocated by Ohio Valley Bank among the
accounts of all participants in the Plan. The number of Common Shares that will
be allocated to a participant's account following any purchase date will depend
on the amount of the participant's dividends, Initial Investments (if any) and
Supplemental Investments (if any) available for investment on such date and the
purchase price of the Common Shares. Each participant's account will be credited
with the number of Common Shares (including any fractional share computed to
five decimal places) that results from dividing the total funds to be invested
for the participant by the applicable purchase price.
Costs of Participation
The Company will pay most costs of administering the Plan. Persons
purchasing Common Shares through the Plan will incur no brokerage commissions or
service charges in connection with such purchases. Participants who request that
the Common Shares credited to their accounts under the Plan be sold on the open
market will be required to pay all applicable brokerage commissions with respect
to any Common Shares sold. The latest schedule of applicable brokerage
commissions may be obtained from Ohio Valley Bank. See "Sale of Common Shares
Held in Plan Account."
Sale of Common Shares Held in Plan
A participant may request in writing that any or all Common Shares
credited to his or her account in the Plan be sold on the open market. Any such
request must be signed by the participant with his or her signature guaranteed
by any officer of an entity which qualifies as "eligible guarantor institution"
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for purposes of Rule 17Ad-15 under the Exchange Act (e.g., a bank, broker,
credit union, clearing agency or savings association) and mailed to Ohio Valley
Bank. Upon receipt of the written request of a participant, Ohio Valley Bank
will cause the Agent to sell on the open market the number of whole Common
Shares designated for sale in the written request. A participant who instructs
Ohio Valley Bank to cause his or her Common Shares to be sold on the open market
will pay any related brokerage commissions, which will be deducted from the
proceeds of the sale. It is anticipated that such brokerage commissions will
total approximately 1% to 5% of the aggregate price of the Common Shares sold,
depending upon the number of Common Shares sold. Cash payments for fractional
Common Shares will be paid to the participant by Ohio Valley Bank based on the
selling price of the whole Common Shares. No brokerage commissions or other
service charges will be deducted from cash payments to be made with respect to
fractional Common Shares. In addition, if the Company or Ohio Valley Bank
purchases from a participant in the Plan any of the Common Shares credited to
the account of such participant, no brokerage commissions or other service
charges will be payable by such participant. See also "Withdrawal from the
Plan."
Reports to Participants
Each quarter, Ohio Valley Bank will mail to each participant a
statement showing the amount invested (from dividends and from Initial
Investments and Supplemental Investments), the purchase price, the number of
Common Shares purchased, and other similar information for the year to date.
These statements are the participant's record of the costs of the purchases of
Common Shares made for the participant's account under the Plan and should be
retained for income tax purposes. In addition, participants will receive the
most current Prospectus for the Plan and all communications sent to the
Company's shareholders, including the Company's quarterly and annual reports to
shareholders, notices of meetings of shareholders, proxy statements and Internal
Revenue Service information for reporting dividend income.
Issuance of Certificates to Participants
The number of Common Shares credited to a participant's account under
the Plan will be shown on the participant's quarterly statement. Common Shares
purchased under the Plan for the accounts of participants will be registered in
the name of Ohio Valley Bank or one of its nominees. Certificates for such
Common Shares will not be issued to participants unless requested. This
custodial service will help protect participants against the risk of loss, theft
or destruction of the share certificates.
Certificates for any number of whole Common Shares credited to a
participant's account under the Plan will be issued at any time upon the
participant's written request to Ohio Valley Bank. Any remaining whole Common
Shares and fractions of a Common Share will continue to be credited to the
participant's account. Certificates for fractional Common Shares will not be
issued under any circumstances. A participant will receive a cash payment in
lieu of any fractional Common Share credited to the participant's account under
the Plan in the event of withdrawal from, or termination of, the Plan. See
"Withdrawal from the Plan" and "Modification and Termination of the Plan."
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A participant's account under the Plan will be maintained in the name
in which the participant's Common Shares were registered at the time the
participant enrolled in the Plan or, in the case of a non-shareholder employee,
the name specified on the Authorization Form. Certificates issued at the
participant's request will be similarly registered, and dividends paid on Common
Shares represented by such certificates will continue to be reinvested in
accordance with the Plan.
Common Shares credited to a participant's account under the Plan may
not be pledged. A participant who wishes to pledge Common Shares credited to the
participant's account must request that a certificate for such Common Shares be
issued in the participant's name.
Certificates Held by Participants May Be Deposited into the Plan
Shareholders can deposit Common Shares presently registered in their
names into the Plan if they have elected full dividend reinvestment on the
Authorization Form. Depositing Common Shares with the Plan will enable
shareholders to receive one statement showing their total ownership of the
Company's Common Shares and eliminate any expense or inconvenience related to
safekeeping their Common Shares in certificate form. In order to deposit Common
Shares with the Plan, a shareholder must complete and execute the stock transfer
instructions on the reverse of each share certificate and deliver the
certificate with a written request for Ohio Valley Bank to deposit the Common
Shares in the Plan.
Gift/Transfer of Common Shares Within the Plan
Beginning as soon as administratively practicable after October 1,
1997, participants in the Plan will be permitted to change the ownership of all
or part of their Common Shares held under the Plan. If a participant wishes to
change the ownership of all or part of his or her Common Shares held under the
Plan through gift, private sale or otherwise, the participant may effect the
transfer by mailing a properly completed and executed Transfer of Stock Form to
Ohio Valley Bank. Transfers of less than all of a participant's Common Shares
must be made in whole share amounts. No fraction of a Common Share may be
transferred unless a participant's entire account under the Plan is transferred.
Requests for transfer are subject to the same requirements as for the transfer
of Common Share certificates, including the requirement of a signature guarantee
by an eligible guarantor institution. Transfer of Stock Forms are available upon
request from Ohio Valley Bank.
Common Shares transferred by a participant to another person will
continue to be held by Ohio Valley Bank under the Plan. An account will be
opened in the name of the transferee, if he or she is not already a participant
in the Plan, and the transferee will automatically be enrolled in the Plan. If
the transferee is not already a participant in the Plan, all dividends on Common
Shares transferred to the transferee's account under the Plan will be reinvested
under the terms of the Plan.
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Each transferee will receive a statement showing the number of Common
Shares transferred to, and held in, his or her account under the Plan.
Sale or Transfer of Common Shares Registered in a Participant's Name
If a participant sells or transfers all Common Shares registered in the
participant's name (those for which the participant holds certificates),
dividends on the Common Shares credited to the participant's account under the
Plan will continue to be reinvested, until the participant notifies Ohio Valley
Bank that the participant wishes to withdraw from the Plan. However, if a
participant then holds less than one full Common Share in the Plan, his or her
participation in the Plan will be automatically terminated and Ohio Valley Bank
will make a cash payment to the participant for the remaining fractional Common
Share. The payment price will be calculated as described in "Withdrawal from the
Plan."
Stock Dividends, Stock Splits and Subscription Rights
Any stock dividends or stock splits (including fractional Common
Shares) distributed by the Company on Common Shares credited to a participant's
account under the Plan will be added to that account. Stock dividends or splits
distributed on Common Shares not held in the Plan will be mailed directly to the
participant in the same manner as to shareholders who are not participating in
the Plan. In the event the Company makes available to its shareholders rights to
subscribe to additional Common Shares, debentures or other securities, the full
Common Shares held for a participant under the Plan will be added to other
Common Shares held by the participant in calculating the number of rights to be
offered such participant.
Voting of Common Shares in the Plan
Any Common Shares held in the Plan for a participant will be voted as
the participant directs. For each meeting of shareholders, a participant will
receive a proxy card which will enable the participant to vote all the Common
Shares registered in the participant's own name and all Common Shares credited
to the participant's account under the Plan (including fractions of a Common
Share calculated to five decimal places) as of the record date for the meeting.
Common Shares held under the Plan may also be voted in person at the meeting in
the same manner as Common Shares registered in the participant's own name.
Withdrawal from the Plan
A participant may withdraw from the Plan at any time by notifying Ohio
Valley Bank in writing that the participant wishes to withdraw from
participation. All certificates or cash payments described below will be sent to
the withdrawing participant within 30 days from the receipt of such notice of
withdrawal by Ohio Valley Bank.
Upon a participant's withdrawal from the Plan, or upon termination of
the Plan by the Company, a certificate for the total number of whole Common
Shares credited to a participant's account under the Plan will be delivered to
the participant and cash payment will be made for any fraction of a Common
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Share. Cash payments for fractional Common Shares under the Plan will be based
on the current market price which will be the average of the closing bid and
asked prices established by The Ohio Company (or such other broker, registered
with the Commission, as the Board of Directors of the Company may designate from
time to time) for the five business days immediately preceding the date a
written withdrawal request is received by Ohio Valley Bank. No brokerage
commissions or other service charges will be deducted from cash payments to be
made with respect to fractional Common Shares. Upon withdrawal from the Plan, a
participant may request that all Common Shares, both whole and fractional,
credited to his or her account in the Plan, be sold on the open market. See
"Sale of Common Shares Held in Plan Account."
Generally, a former participant may rejoin the Plan at any time.
However, the Company reserves the right to reject any Authorization Form from a
previous participant on the grounds of excessive joining and termination. This
reservation is intended to minimize administrative expense and to encourage use
of the Plan as a long-term investment service.
Death of a Participant
In the event of death, a participant's account under the Plan will
continue and dividends will continue to be reinvested until Ohio Valley Bank
receives instructions from a duly authorized representative of the participant's
estate. Please contact Ohio Valley Bank for additional information and
assistance.
Modification and Termination of the Plan
The Company reserves the right to modify, suspend or terminate the Plan
at any time. All participants will receive notice of any such action. Any such
modification, suspension or termination will not affect any previously executed
transactions. The Company also reserves the right to adopt, and from time to
time change, such administrative rules and regulations (not inconsistent in
substance with the basic provisions of the Plan as then in effect) as it deems
desirable or appropriate for the administration of the Plan.
Upon termination of the Plan, each participant will receive a
certificate for all whole Common Shares, and a cash payment for any fraction of
a Common Share, credited to the participant's account under the Plan as of the
date of termination. The cash payment will be based on the market price of the
Common Shares on the termination date. See "Withdrawal from the Plan." Each
participant will also receive any uninvested Initial Investments and
Supplemental Investments.
Responsibility of Ohio Valley Bank and the Company
The Company and Ohio Valley Bank, in administering the Plan, will not
be liable for any act performed in good faith or for any good faith omission to
act, including, without limitation, any claim of liability (a) arising out of
the failure to terminate a participant's account under the Plan upon such
participant's death before Ohio Valley Bank's actual receipt of a notice in
writing of such death from a person authorized to give such notice and (b) with
respect to the prices at which Common Shares are purchased or sold for a
participant's account and the times when such purchases or sales are made.
All transactions in connection with the Plan will be governed by the
laws of the State of Ohio.
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THE COMPANY CANNOT ASSURE PARTICIPANTS OF A PROFIT OR PROTECT THEM
AGAINST A LOSS ON COMMON SHARES PURCHASED UNDER THE PLAN.
Correspondence Regarding the Plan
All correspondence regarding the Plan should be addressed to:
The Ohio Valley Bank Company
Attention: DIVIDEND REINVESTMENT AND EMPLOYEE
STOCK PURCHASE PLAN
420 Third Avenue
Gallipolis, OH 45631
Telephone: (614) 446-2631
Federal Income Tax Consequences
The following is a brief summary of some of the principal federal
income tax considerations applicable as of the date of this Prospectus to
participation in the Plan.
In general, participants in the Plan will have the same federal income
tax consequences with respect to dividends as shareholders not participating in
the Plan. A participant will be treated for federal income tax purposes as
having received on each dividend payment date a dividend equal to the full
amount of the cash dividends payable on both the Common Shares registered in the
participant's own name and the Common Shares held through the Plan, even though
the amount of dividends reinvested is not actually received in cash but is
instead applied to the purchase of Common Shares for the participant's account
under the Plan. In addition, the Internal Revenue Service has ruled that the
amount of brokerage commissions paid by the Company on a participant's behalf is
to be treated as a distribution to the participant which is subject to income
tax in the same manner as dividends. The sum of those amounts becomes the
participant's cost basis for those Common Shares.
Each employee of the Company and its subsidiaries who purchases Common
Shares through payroll deductions or with dividends allocated to such employee's
ESOP account will recognize the same amount of compensation (wages) and other
income for federal income tax purposes as such employee would have recognized
had he or she not purchased Common Shares through payroll deductions or with
ESOP dividends, even though the amount of payroll deductions or ESOP dividends
is not paid to the employee in cash but instead is applied to the purchase of
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Common Shares for the employee's account under the Plan. An employee's payroll
deductions and reinvestment of an employee's ESOP dividends will, therefore, be
made on an "after-tax" basis.
Each employee of the Company and its subsidiaries who makes an Initial
Investment and each participant who makes a Supplemental Investment under the
Plan will not be treated for federal income tax purposes as having received
income by virtue of the purchase of the Common Shares with the Initial
Investment or Supplemental Investment. Both an employee's Initial Investment and
a participant's Supplemental Investment will be made on an "after-tax" basis;
therefore, the amount of any such Investment will not be deducted or excluded
from the employee's or participant's compensation or other income otherwise paid
by the Company. The participant's cost basis in any Common Shares purchased with
Initial Investments or Supplemental Investments will be the cost of the Common
Shares, including any brokerage commissions paid by the Company on the
participant's behalf.
Each statement of account under the Plan will show the price per share
to the participant of Common Shares purchased with reinvested dividends, Initial
Investments and Supplemental Investments. That price, which will include the
brokerage commissions paid by the Company on behalf of the participant on Plan
purchases of Common Shares, is the federal income tax cost basis to the
participant of Common Shares acquired under the Plan. The statement of account
will also show the date on which Common Shares purchased under the Plan were
credited to the participant's account. A participant's holding period for Common
Shares purchased under the Plan generally will begin on the date following the
date on which Common Shares are credited to the participant's Plan Account.
Information forms (Forms 1099-DIV) will be mailed to Plan participants
each year and will set forth the taxable dividends and brokerage commissions
reportable for federal income tax purposes. These dividends and brokerage
commissions must be reported on the participant's federal income tax return.
Reinvested dividends are not subject to withholding unless (a) a
participant fails to give the participant's social security or tax
identification number to the Company, (b) the Internal Revenue Service notifies
the Company that the participant is subject to tax withholding or (c) the
participant fails to certify, under penalties of perjury, that the participant
is not subject to backup withholding if such certification is required. If a
participant is a shareholder whose dividends are subject to tax withholding, the
Company will apply toward the purchase of Common Shares under the Plan an amount
equal to the dividends being reinvested less the amount of tax required to be
withheld. The participant's statement of account under the Plan will indicate
the amount of tax withheld.
A participant will not recognize any taxable income upon receipt of a
certificate for whole Common Shares credited to the participant's account under
the Plan, whether upon request for such a certificate, upon the participant's
termination of an account under the Plan or upon termination of the Plan.
However, a participant may recognize a gain or loss upon receipt of a cash
payment for whole Common Shares or a fractional share credited to a Plan account
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when that account is terminated by the participant, when Common Shares credited
to the Plan account are sold or when the Plan is terminated. A gain or loss may
also be recognized upon a participant's disposition of Common Shares received
from the Plan. The amount of any such gain or loss will be the difference
between the amount received for the whole or fractional Common Shares and the
cost basis of the Common Shares. Generally, gain or loss recognized on the
disposition of Common Shares acquired under the Plan will be treated for federal
income tax purposes as a capital gain or loss.
PARTICIPANTS SHOULD CONSULT THEIR PERSONAL TAX ADVISORS WITH SPECIFIC
REFERENCE TO THEIR TAX SITUATIONS AND POTENTIAL CHANGES IN THE APPLICABLE LAW AS
TO ALL FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX MATTERS IN CONNECTION WITH
THE REINVESTMENT OF DIVIDENDS AND PURCHASES OF COMMON SHARES UNDER THE PLAN, THE
PARTICIPANTS' COST BASIS AND HOLDING PERIOD FOR COMMON SHARES ACQUIRED UNDER THE
PLAN AND THE CHARACTER, AMOUNT AND TAX TREATMENT OF ANY GAIN OR LOSS REALIZED ON
THE DISPOSITION OF COMMON SHARES.
USE OF PROCEEDS
The Company has no basis for estimating precisely either the number of
Common Shares that ultimately will be sold pursuant to the Plan or the prices at
which such Common Shares will be sold. However, the Company proposes to use the
net proceeds from the sale of any authorized but unissued Common Shares pursuant
to the Plan, when and as received, for general corporate purposes.
THE COMMON SHARES
The Company is authorized to issue 5,000,000 Common Shares, each
without par value, of which 1,777,707 Common Shares were issued and outstanding
on June 30, 1997. The Company's Common Shares are quoted on The Nasdaq Stock
Market.
General
Holders of the Company's Common Shares are entitled: (1) to receive
dividends when and as declared by the Board of Directors out of funds legally
available for distribution; (2) to one vote per share on each matter properly
submitted to shareholders for their vote; and (3) to participate ratably in the
net assets of the Company in the event of liquidation, after the payment of
liabilities. Holders of the Company's Common Shares do not have the right to
vote cumulatively for the election of directors. Holders of Common Shares have
no preemptive or conversion rights and are not subject to further calls or
assessments by the Company.
The Company has the right to repurchase, if and when any shareholder
desires to sell, or on the happening of any event is required to sell, Common
Shares of the Company previously issued; however, the Company may not repurchase
its Common Shares if immediately thereafter its assets would be less than its
liabilities plus its stated capital, if any, or if the Company is insolvent or
would be rendered insolvent by such a purchase.
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Provisions in Amended Articles and Regulations Which May Be Deemed to Have
Anti-Takeover Effects
The Amended Articles and the Regulations of the Company contain the
following provisions which may be deemed to have anti-takeover effects:
(1) Unless at least two-thirds of the whole authorized number of
directors of the Company recommend their approval, the following actions require
the affirmative vote of the holders of 80% of the Company's voting power: (a)
amendments of the Company's articles or adoption of amended articles; (b)
amendment of the Company's regulations or adoption of new regulations; (c) a
merger or a consolidation of the Company with or into another corporation; (d) a
combination or majority share acquisition involving the issuance of shares of
the Company and requiring shareholder approval; (e) a sale, lease or exchange of
all or substantially all of the assets of the Company; (f) a dissolution of the
Company; or (g) a proposal to fix or change the number of directors by action of
the shareholders. If such actions are approved by two-thirds of the whole
authorized number of directors of the Company, then such actions must be
approved by shareholders of the Company holding a majority of its voting power.
(2) Unless minimum price requirements are complied with and a proxy
statement is submitted to the shareholders for the purpose of soliciting
shareholder approval of the transaction, the Amended Articles require an
enlarged majority vote for approval of mergers, business combinations and other
similar transactions with holders of shares representing at least 20% of the
voting power of the Company entitled to vote in the election of directors.
(3) The Regulations classify the Board of Directors providing for
three-year terms and the Amended Articles eliminate cumulative voting for
directors.
(4) A procedure is established for nominating candidates for election
to the Board of Directors of the Company.
(5) Directors may be removed only by the affirmative vote of the
holders of 80% of the Company's voting power at an election of directors, and
only for cause.
The Company is an Ohio chartered corporation and, therefore, is subject
to the provisions of Section 1701.831 of the Ohio Revised Code (the "Ohio
Control Share Acquisition Statute"). The Ohio Control Share Acquisition Statute
requires shareholder approval of any proposed "control share acquisition" of the
Company. A "control share acquisition" is the acquisition, directly or
indirectly, by any person (including any individual, partnership, corporation,
society, association, limited liability company or two or more persons having a
joint or common interest) of shares of a corporation that, when added to all of
the shares of the corporation that may be voted, directly or indirectly, by the
acquiring person, would entitle such person to exercise or direct the exercise
of 20% or more (but less than 33 1/3%) of the voting power of the corporation in
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the election of directors or 33 1/3% or more (but less than a majority) of such
voting power or a majority or more of such voting power. The control share
acquisition must be approved in advance by the holders of at least a majority of
the voting power of the Company in the election of directors represented at a
meeting at which a quorum is present and by the holders of a majority of such
voting power remaining after excluding the voting shares owned by the acquiring
shareholder and certain "interested shares," including shares owned by officers
elected or appointed by the directors of the Company and by directors of the
Company who are also employees of the Company. "Interested shares" also include
those shares acquired by a person or group between the date of the first
disclosure of a proposed control share acquisition or change-in-control
transaction and the date of the special meeting of shareholders held pursuant to
the Ohio Control Share Acquisition Statute. Shares acquired during that period
by a person or group will be deemed "interested shares" only if (i) the amount
paid for the shares by such person or group exceeds $250,000 or (ii) the number
of shares acquired by such person or group exceeds 1/2 of 1% of the outstanding
voting shares.
The Company is also subject to Chapter 1704 of the Ohio Revised Code
(the "Ohio Merger Moratorium Statute") which prohibits certain business
combinations and transactions between "an issuing public corporation" (the
Company is one) and a beneficial owner of shares representing 10% or more of the
voting power of the corporation (an "Interested Shareholder") for at least three
years after the Interested Shareholder becomes such, unless the Board of
Directors of the Company approves either (i) the transaction or (ii) the
acquisition of the Company's shares that resulted in the person becoming an
"Interested Shareholder", in each case before the Interested Shareholder became
such. Examples of transactions regulated by the Ohio Merger Moratorium Statute
include asset sales, mergers, consolidations, loans, voluntary dissolutions, and
the transfer of shares ("Moratorium Transactions"). After the three-year period,
a Moratorium Transaction may take place provided that certain conditions are
satisfied, including that (a) the Board of Directors approves the transaction,
(b) the transaction is approved by the holders of shares with at least
two-thirds of the voting power of the Company (or a different proportion set
forth in the articles of incorporation) including a majority of the outstanding
shares after excluding shares controlled by the Interested Shareholder, or (c)
the business combination results in shareholders, other than the Interested
Shareholder, receiving a "fair price" plus interest for their shares.
REPORTS TO SHAREHOLDERS
Shareholders of the Company receive Annual Reports containing audited
consolidated financial statements with the report of the Company's independent
certified public accountants. Shareholders also receive quarterly reports
containing unaudited interim financial statements and other information.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article FIVE of the Company's Regulations authorizes the Company to
indemnify any officer or director who was or is a party or is threatened to be
made a party to any civil, criminal, administrative or investigative action,
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suit or proceeding by reason of the fact that the person is or was an officer,
director, employee or agent of the Company. The Company may indemnify any such
officer or director for expenses, judgments and fines incurred and amounts paid
in settlement by that person only if the director or officer acted in good faith
and in a manner reasonably believed to be in or not opposed to the best
interests of the Company or had no reasonable cause to believe his conduct was
unlawful in a criminal action.
Indemnification can only be provided (1) by the majority vote of a
quorum of directors of the Company who were not and are not parties to, or
threatened with, any such action, suit or proceeding, or (2) if such a quorum is
not obtainable or if a majority of a quorum of disinterested directors so
directs, in a written opinion by disinterested, independent legal counsel, or
(3) by a majority vote of a quorum of shareholders of the Company, or (4) by the
Court of Common Pleas of Gallia County, Ohio, or, if the Company is a party
thereto, the court in which such action, suit or proceeding was brought.
The Company has purchased insurance coverage under a policy which
insures directors and officers against certain liabilities which might be
incurred by them in such capacity.
Division (E) of Section 1701.13 of the Ohio Revised Code also provides
for the authority of the Company to indemnify a director, officer, employee or
agent of the Company. The statutory provision is very similar, but not
identical, to the language contained in Article FIVE of the Regulations.
Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the 1933 Act and is, therefore, unenforceable.
LEGAL MATTERS
Legal matters in connection with the issuance of the Common Shares
under the Plan will be passed upon by the firm of Vorys, Sater, Seymour and
Pease, Columbus, Ohio.
EXPERTS
The consolidated financial statements of the Company and its
subsidiaries as of December 31, 1996 and for the three years then ended,
incorporated by reference in this Prospectus and in the Registration Statement,
have been incorporated in this Prospectus and in the Registration Statement in
reliance upon the report of Crowe, Chizek and Company, LLP, independent
certified public accountants, also incorporated by reference, and upon the
authority of said firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following is an itemized statement of expenses in connection with
the issuance and distribution of the securities registered on this Registration
Statement on Form S-3, all of which have been and will be borne by the Company:
Securities and Exchange Commission
registration fee................................. $ 3,145
State securities registration fees................. $ 1,000 *
Printing expenses.................................. $ 2,500 *
Legal fees and expenses............................ $ 15,000 *
Accounting fees.................................... $ 3,000 *
--------
Total .......................................... $ 24,645 *
========
- ---------------
*Estimated
Item 15. Indemnification of Directors and Officers.
Division (E) of Section 1701.13 of the Ohio Revised Code and Article
FIVE of the Company's Regulations relate to indemnification of the Company's
directors and officers in a variety of circumstances against liabilities arising
in connection with the performance of their respective duties.
Division (E) of Section 1701.13 of the Ohio Revised Code provides as
follows:
(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of the
corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager, or
agent of another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or other
enterprise, against expenses, including attorney's fees, judgments, fines, and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit, or proceeding, if he acted in good faith and in a manner
he reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if he had
no reasonable cause to believe his conduct was unlawful. The termination of any
action, suit, or proceeding by judgment, order, settlement, or conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
II-1
<PAGE>
(2) A corporation may indemnify or agree to indemnify any person who
was or is a party or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against expenses, including attorney's fees,
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made in respect of any of
the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that the
court of common pleas or the court in which such action or suit was
brought determines, upon application, that, despite the adjudication of
liability, but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense of
any action, suit, or proceeding referred to in division (E)(1) or (2) of this
section, or in defense of any claim, issue, or matter therein, he shall be
indemnified against expenses, including attorney's fees, actually and reasonably
incurred by him in connection with the action, suit or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as authorized
in the specific case, upon a determination that indemnification of the director,
trustee, officer, employee, member, manager, or agent is proper in the
circumstances because he has met the applicable standard of conduct set forth in
division (E)(1) or (2) of this section. Such determination shall be made as
follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit or proceeding referred to in division
(E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with
it an attorney, who has been retained by or who has performed services
for the corporation or any person to be indemnified within the past
five years;
II-2
<PAGE>
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or brought
the action or suit by or in the right of the corporation under division (E)(2)
of this section, and, within ten days after receipt of such notification, such
person shall have the right to petition the court of common pleas or the court
in which such action or suit was brought to review the reasonableness of such
determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the regulations
of a corporation state by specific reference to this division, that the
provisions of this division do not apply to the corporation and unless
the only liability asserted against a director in an action, suit, or
proceeding referred to in division (E)(1) or (2) of this section is
pursuant to section 1701.95 of the Revised Code, expenses, including
attorney's fees, incurred by a director in defending the action, suit,
or proceeding shall be paid by the corporation as they are incurred, in
advance of the final disposition of the action, suit, or proceeding
upon receipt of an undertaking by or on behalf of the director in which
he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and
convincing evidence in a court of competent
jurisdiction that his action or failure to act
involved an act or omission undertaken with
deliberate intent to cause injury to the corporation
or undertaken with reckless disregard for the best
interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning
the action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding as authorized by the directors in the specific case, upon
receipt of an undertaking by or on behalf of the director, trustee,
officer, employee, member, manager, or agent to repay such amount, if
it ultimately is determined that he is not entitled to be indemnified
by the corporation.
II-3
<PAGE>
(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles, the regulations, any agreement, a
vote of shareholders or disinterested directors, or otherwise, both as to action
in their official capacities and as to action in another capacity while holding
their offices or positions, and shall continue as to a person who has ceased to
be a director, trustee, officer, employee, member, manager, or agent and shall
inure to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or furnish
similar protection, including, but not limited to trust funds, letters of
credit, or self-insurance, on behalf of or for any person who is or was a
director, officer, employee, or agent of the corporation, or is or was serving
at the request of the corporation as a director, trustee, officer, employee,
member, manager, or agent of another corporation, domestic or foreign, nonprofit
or for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section. Insurance may be purchased from or maintained
with a person in which the corporation has a financial interest.
(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of expenses as
they are incurred, indemnification, insurance, or other protection that may be
provided pursuant to division (E)(5), (6) and (7) of this section. Divisions
(E)(1) and (2) of this section do not create any obligation to repay or return
payments made by the corporation pursuant to division (E)(5), (6), or (7).
(9) As used in division (E) of this section, "corporation" includes all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity, or is or was
serving at the request of such constituent entity as a director, trustee,
officer, employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the same position
under this section with respect to the new or surviving corporation as he would
if he had served the new or surviving corporation in the same capacity.
Article FIVE of the Company's Regulations provides as follows:
Section 5.01. Mandatory Indemnification. The corporation shall
indemnify any officer or director of the corporation who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(including, without limitation, any action threatened or instituted by or in the
right of the corporation), by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit), partnership,
joint venture, trust or other enterprise, against expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs), judgments, fines and amounts paid in settlement actually and reasonably
II-4
<PAGE>
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful. A
person claiming indemnification under this Section 5.01 shall be presumed, in
respect of any act or omission giving rise to such claim for indemnification, to
have acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to any
criminal matter, to have had no reasonable cause to believe his conduct was
unlawful, and the termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, rebut such presumption.
Section 5.02. Court-Approved Indemnification. Anything contained in
the Regulations or elsewhere to the contrary notwithstanding:
(A) the corporation shall not indemnify any officer or director of the
corporation who was a party to any completed action or suit instituted by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, trustee, officer, employee or agent of another corporation (domestic
or foreign, nonprofit or for profit), partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted in such action or
suit as to which he shall have been adjudged to be liable for acting with
reckless disregard for the best interests of the corporation or misconduct
(other than negligence) in the performance of his duty to the corporation unless
and only to the extent that the Court of Common Pleas of Gallia County, Ohio or
the court in which such action or suit was brought shall determine upon
application that, despite such adjudication of liability, and in view of all the
circumstances of the case, he is fairly and reasonably entitled to such
indemnity as such Court of Common Pleas or such other court shall deem proper;
and
(B) the corporation shall promptly make any such unpaid indemnification
as is determined by a court to be proper as contemplated by this Section 5.02.
Section 5.03. Indemnification for Expenses. Anything contained in the
Regulations or elsewhere to the contrary notwithstanding, to the extent that an
officer or director of the corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
5.01, or in defense of any claim, issue or matter therein, he shall be promptly
indemnified by the corporation against expenses (including, without limitation,
attorneys' fees, filing fees, court reporters' fees and transcript costs)
actually and reasonably incurred by him in connection therewith.
Section 5.04. Determination Required. Any indemnification required
under Section 5.01 and not precluded under Section 5.02 shall be made by the
corporation only upon a determination that such indemnification of the officer
or director is proper in the circumstances because he has met the applicable
standard of conduct set forth in Section 5.01. Such determination may be made
only (A) by a majority vote of a quorum consisting of directors of the
II-5
<PAGE>
corporation who were not and are not parties to, or threatened with, any such
action, suit or proceeding, or (B) if such a quorum is not obtainable or if a
majority of a quorum of disinterested directors so directs, in a written opinion
by independent legal counsel other than an attorney, or a firm having associated
with it an attorney, who has been retained by or who has performed services for
the corporation, or any person to be indemnified, within the past five years, or
(C) by the shareholders, or (D) by the Court of Common Pleas of Gallia County,
Ohio or (if the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any; any such determination may be made by a
court under division (D) of this Section 5.04 at any time [including, without
limitation, any time before, during or after the time when any such
determination may be requested of, be under consideration by or have been denied
or disregarded by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04]; and no failure for any reason to make any
such determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders under
division (C) of this Section 5.04 shall be evidence in rebuttal of the
presumption recited in Section 5.01. Any determination made by the disinterested
directors under division (A) or by independent legal counsel under division (B)
of this Section 5.04 to make indemnification in respect of any claim, issue or
matter asserted in an action or suit threatened or brought by or in the right of
the corporation shall be promptly communicated to the person who threatened or
brought such action or suit, and within ten (10) days after receipt of such
notification such person shall have the right to petition the Court of Common
Pleas of Gallia County, Ohio or the court in which such action or suit was
brought, if any, to review the reasonableness of such determination.
Section 5.05. Advances for Expenses. Expenses (including, without
limitation, attorneys' fees, filing fees, court reporters' fees and transcript
costs) incurred in defending any action, suit or proceeding referred to in
Section 5.01 shall be paid by the corporation in advance of the final
disposition of such action, suit or proceeding to or on behalf of the officer or
director promptly as such expenses are incurred by him, but only if such officer
or director shall first agree, in writing, to repay all amounts so paid in
respect of any claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the merits
or otherwise:
(A) if it shall ultimately be determined as provided in Section 5.04
that he is not entitled to be indemnified by the corporation as provided under
Section 5.01; or
(B) if, in respect of any claim, issue or other matter asserted by or
in the right of the corporation in such action or suit, he shall have been
adjudged to be liable for acting with reckless disregard for the best interests
of the corporation or misconduct (other than negligence) in the performance of
his duty to the corporation, unless and only to the extent that the Court of
Common Pleas of Gallia County, Ohio or the court in which such action or suit
was brought shall determine upon application that, despite such adjudication of
liability, and in view of all the circumstances, he is fairly and reasonably
entitled to all or part of such indemnification.
Section 5.06. Article Five Not Exclusive. The indemnification provided
by this Article Five shall not be exclusive of, and shall be in addition to, any
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<PAGE>
other rights to which any person seeking indemnification may be entitled under
the Articles or the Regulations or any agreement, vote of shareholders or
disinterested directors, or otherwise, both as to action in his official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be an officer or director of the
corporation and shall inure to the benefit of heirs, executors, and
administrators of such a person.
Section 5.07. Insurance. The corporation may purchase and maintain
insurance or furnish similar protection, including but not limited to trust
funds, letters of credit, or self-insurance, on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, or agent of another corporation (domestic or foreign, nonprofit or for
profit), partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such capacity, or
arising out of his status as such, whether or not the corporation would have the
obligation or the power to indemnify him against such liability under the
provisions of this Article Five. Insurance may be purchased from or maintained
with a person in which the corporation has a financial interest.
Section 5.08. Certain Definitions. For purposes of this Article Five,
and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article 5 shall be
deemed to have been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in Section 5.01, or in defense of any
claim, issue or other matter therein, if such action, suit or proceeding shall
be terminated as to such person, with or without prejudice, without the entry of
a judgment or order against him, without a conviction of him, without the
imposition of a fine upon him and without his payment or agreement to pay any
amount in settlement thereof (whether or not any such termination is based upon
a judicial or other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include employee benefit
plans; references to a "fine" shall include any excise taxes assessed on a
person with respect to an employee benefit plan; and references to "serving at
the request of the corporation" shall include any service as a director,
officer, employee or agent of the corporation which imposes duties on, or
involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who
acted in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit plan
shall be deemed to have acted in a manner "not opposed to the best interests of
the corporation" within the meaning of that term as used in this Article Five.
Section 5.09. Venue. Any action, suit or proceeding to determine a
claim for indemnification under this Article Five may be maintained by the
person claiming such indemnification, or by the corporation, in the Court of
Common Pleas of Gallia County, Ohio. The corporation and (by claiming such
indemnification) each such person consent to the exercise of jurisdiction over
its or his person by the Court of Common Pleas of Gallia County, Ohio in any
such action, suit or proceeding.
II-7
<PAGE>
The Company has purchased insurance coverage under a policy which
insures directors and officers against certain liabilities which might be
incurred by them in such capacity.
Item 16. Exhibits.
Exhibit Number Description
- -------------- -----------
4(a) Amended Articles of Ohio Valley Banc Corp. (Incorporated
herein by reference to the Company's Current Report on Form
8-K, filed November 6, 1992 (File No. 2-71309) [Exhibit 3a])
4(b) Code of Regulations of Ohio Valley Banc Corp. (Incorporated
herein by reference to the Company's Current Report on Form
8-K, filed November 6, 1992 (File No. 2-71309) [Exhibit 3b])
5 Opinion of Vorys, Sater, Seymour and Pease, counsel to Ohio
Valley Banc Corp.
23(a) Consent of Crowe, Chizek and Company LLP
23(b) Consent of Vorys, Sater, Seymour and Pease, counsel to Ohio
Valley Banc Corp.
24 Powers of Attorney (Incorporated herein by reference to the
Company's Registration Statement on Form S-3, filed May 4,
1993 (File No. 33-62010) [Exhibit 24])
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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 prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
II-8
<PAGE>
(iii) 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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) 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.
(3) 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.
(b) 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 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.
II-9
<PAGE>
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 on Form S-3 and has duly caused this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Gallipolis, State of Ohio, on the 29th day of July, 1997.
OHIO VALLEY BANC CORP.
By /s/ James L. Dailey
--------------------------------------------
James L. Dailey,
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement on Form S-3 has been
signed by the following persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ James L. Dailey Chairman, Chief Executive 7/29/97
- --------------------------- Officer, and Director
James L. Dailey
*Jeffrey E. Smith President, Chief Operating *
Officer, Treasurer and Director
*Keith R. Brandeberry, M.D. Director *
*W. Lowell Call Director *
*Robert H. Eastman Director *
*Merrill L. Evans Director *
*Morris E. Haskins Director *
*Warren F. Sheets Director *
*Thomas E. Wiseman Director *
*By /s/ James L. Dailey
----------------------------
James L. Dailey,
Attorney-in-Fact
Date: July 29, 1997
II-10
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page No.
- ----------- ----------- --------
4(a) Amended Articles of Ohio Valley Incorporated herein by
Banc Corp. reference to the Current
Report on Form 8-K of Ohio
Valley Banc Corp., filed
November 6, 1992 (File No.
2-71309)[Exhibit 3a]
4(b) Code of Regulations of Ohio Valley Incorporated herein by
Banc Corp. reference to the Current
Report on Form 8-K of Ohio
Valley Banc Corp., filed
November 6, 1992 (File No.
2-71309)[Exhibit 3b]
5 Opinion of Vorys, Sater, Seymour Pages 35 and 36
and Pease, counsel to Ohio Valley
Banc Corp.
23(a) Consent of Crowe, Chizek and Company Pages 37 and 38
LLP
23(b) Consent of Vorys, Sater, Seymour Filed as part of Exhibit 5
and Pease, counsel to Ohio Valley
Banc Corp.
24 Powers of Attorney Incorporated herein by
reference to the
Registration Statement on
Form S-3 of Ohio Valley Banc
Corp., filed May 4, 1993
(Registration No. 33-62010)
[Exhibit 24]
II-11
Exhibit 5
[LETTERHEAD OF VORYS, SATER, SEYMOUR AND PEASE]
August 1, 1997
Ohio Valley Banc Corp.
420 Third Avenue
Gallipolis, Ohio 45631
Gentlemen:
We have acted as special counsel for Ohio Valley Banc Corp.,
an Ohio corporation (the "Company"), in connection with the proposed issuance
and sale of common shares, without par value (the "Common Shares"), of the
Company pursuant to the Ohio Valley Banc Corp. Dividend Reinvestment and
Employee Stock Purchase Plan (the "Plan") as described in Post-Effective
Amendment No. 1 (the "Post-Effective Amendment") to the Registration Statement
on Form S-3 (Registration No. 33-62010) (the "Form S-3") filed with the
Securities and Exchange Commission on May 4, 1993. The purpose of the
Post-Effective Amendment, which is to be filed on August 4, 1997, is to include
the Prospectus to be used in connection with the Plan which reflects
modifications to the Company's Dividend Reinvestment Plan as originally
described in the Form S-3.
In connection with this opinion, we have examined an original
or copy of, and have relied upon the accuracy of, without independent
verification or investigation: (a) the Form S-3; (b) the Post-Effective
Amendment; (c) the Company's Amended Articles; (d) the Company's Code of
Regulations; and (e) certain proceedings of the directors of the Company. We
have also relied upon such representations of the Company and officers of the
Company and such authorities of law as we have deemed relevant as a basis for
this opinion.
We have relied solely upon the examinations and inquiries
related herein, and we have not undertaken any independent investigation to
determine the existence or absence of any facts, and no inference as to our
knowledge concerning such facts should be drawn.
Based upon and subject to the foregoing and the further
qualifications and limitations set forth below, as of the date hereof, we are of
the opinion that after the 524,171 Common Shares of the Company remaining
available for issuance under the Plan (reflecting share splits declared and
distributed since the effective date of the Form S-3 and purchases of Common
<PAGE>
Ohio Valley Banc Corp.
August 1, 1997
Page2
Shares pursuant to the Dividend Reinvestment Plan as originally described in the
Form S-3) shall have been issued by the Company upon payment therefor in the
manner provided in the Plan and in the Post-Effective Amendment (when it becomes
effective), such Common Shares will be validly issued, fully paid and
non-assessable.
This opinion is limited to the federal laws of the United
States and to the laws of the State of Ohio having effect as of the date hereof.
This opinion is furnished by us solely for the benefit of the Company in
connection with the offering of the Common Shares and the filing of the
Post-Effective Amendment and any further amendments to the Form S-3. This
opinion may not be relied upon by any other person or assigned, quoted or
otherwise used without our specific written consent.
Notwithstanding the foregoing, we consent to the filing of
this opinion as an exhibit to the Post-Effective Amendment and to the reference
to us in the Post-Effective Amendment under the caption "LEGAL MATTERS."
Very truly yours,
/s/ Vorys, Sater, Seymour and Pease
VORYS, SATER, SEYMOUR AND PEASE
Exhibit 23(a)
Consent of Crowe, Chizek and
Company LLP
<PAGE>
[LETTERHEAD OF CROWE CHIZEK]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (No. 33-62010) of
Ohio Valley Banc Corp. of our report dated February 6, 1997 on the consolidated
financial statements of Ohio Valley Banc Corp., as of December 31, 1996 and 1995
and for the three years in the period ended December 31, 1996, which report is
incorporated by reference in this Form 10-K.
/s/ Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
Columbus, Ohio
July 30, 1997
