SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
December 15, 1998
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Date of Report (Date of earliest event reported)
OHIO VALLEY BANC CORP.
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(Exact name of registrant as specified in its charter)
Ohio
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(State or other jurisdiction of incorporation)
0-20914 31-1359191
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(Commission file number) (IRS Employer Identification Number)
420 Third Avenue, Gallipolis, Ohio 45631
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (614) 446-2631
Not Applicable
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(Former name or former address, if changed since last report.)
Exhibit Index at Page 4.
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Item 2. Acquisition or Disposition of Assets.
On December 15, 1998, Ohio Valley Banc Corp., a bank holding company
incorporated under Ohio law ("OVBC"), acquired The Jackson Savings Bank, a state
savings bank incorporated under Ohio law ("Jackson"). OVBC acquired Jackson as a
wholly-owned subsidiary through the merger of Jackson and Ohio Valley Interim
Savings Bank, a wholly-owned subsidiary of OVBC organized for the purpose of the
acquisition.
Jackson Savings is a savings bank located in Jackson, Ohio with
approximately $15.6 million in assets, $12.4 million in deposits, $10.4 million
in loans and $2.9 million in shareholders' equity at September 30, 1998 based on
unaudited information. OVBC will continue to operate Jackson as a separate bank.
Under the terms of the merger agreement, each of the 19,400 shares of
Jackson were exchanged for 74,195 common shares of OVBC in the aggregate, in a
ratio of 3.8245 shares of OVBC for each share of Jackson. The total
consideration paid by OVBC was approximately $3.2 million based on $42.64 per
share, the average closing bid and asked prices of OVBC common shares on the
NASDAQ National Market for a period of 20 trading days ending five trading days
before December 15, 1998.
There was no material relationship between Jackson and OVBC or its
affiliates, officers, and directors prior to this transaction.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired:
It is impractical for OVBC to provide the required financial
statements of Jackson at the time of filing this report. The required financial
information will be filed as an amendment to this Form 8-K as soon as practical
after the date hereof, but not later than sixty (60) days from the date by which
this report on Form 8-K is required to be filed.
(b) Pro forma financial information:
It is impractical for OVBC to provide the required pro forma
financial statements at the time of filing this report. The required financial
information will be filed as an amendment to this Form 8-K as soon as practical
after the date hereof, but not later than sixty (60) days from the date by which
this report on Form 8-K is required to be filed.
(c) Exhibits:
2 Agreement and Plan of Reorganization, dated as of April
8, 1998, between Ohio Valley Banc Corp. and The Jackson
Savings Bank.
99 Press release of Ohio Valley Banc Corp. issued December
16, 1998, regarding consummation of the merger.
Page 2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OHIO VALLEY BANC CORP.
Date: December 30, 1998 By /s/James L. Dailey
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James L. Dailey, Chairman and
Chief Executive Officer
Page 3
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EXHIBIT INDEX
Exhibit Number Description
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2 Agreement and Plan of Reorganization, dated as of April
8, 1998, between Ohio Valley Banc Corp. and The Jackson
Savings Bank. (Reference is made to Exhibit 99A to the
Form 8-K, dated April 8, 1998, and filed on April 15,
1998, and incorporated herein by reference).
99 Press release of Ohio Valley Banc Corp. issued December
16, 1998, regarding consummation of the merger.
Page 4
Exhibit 99
JSB JOINS OVBC
For release
Wednesday, December 16, 1998
Contact: Bryna Butler or Phyllis Wilcoxon
1-800-468-6682 or 446-2631
Yesterday afternoon, the Ohio Valley Banc Corp. finalized the acquisition
of the Jackson Savings Bank based in Jackson, Ohio. Harold A. Howe, president of
Jackson Savings Bank, was elected to the Board of Directors of the The Ohio
Valley Bank Company.
Just last month, Jackson Savings Bank shareholders overwhelmingly approved
the acquisition of their company by the Ohio Valley Banc Corp. (OVBC). The
transaction was approved by 96 percent of the outstanding Jackson Savings Bank
shares.
This decision comes eight months after the OVBC Annual Shareholders Meeting
where the agreement to acquire Jackson Savings Bank was made public by James L.
Dailey, chairman and chief executive officer of Ohio Valley Bank. On that date,
the OVBC Board of Directors approved the execution of a Definitive Purchase
Agreement for OVBC to acquire The Jackson Savings Bank.
Under the terms of the Agreement, each of the 19,400 shares of Jackson
Savings Bank will be exchanged for 74,195 common shares of Ohio Valley Banc
Corp. in the aggregate, in a ratio 3.8245 shares of OVBC for each share of
Jackson Savings Bank.
James L. Dailey, chairman and chief executive officer of Ohio Valley Bank
expressed his enthusiasm for the transaction. "At OVB, we're proud to be part of
the Jackson Savings Bank tradition." Jackson Savings Bank, a state-chartered,
FDIC insured savings bank with total assets of $15.5 million and shareholders
equity of $2.7 million as of March 31, 1998 will be operated as a wholly-owned
subsidiary of Ohio Valley Banc Corp.
"We are very excited to join Ohio Valley Banc Corp. and to remain as
Jackson Savings Bank as we begin our 100th year of business," said Harold A.
Howe, President of The Jackson Savings Bank, referring to yesterday's closing of
the transaction.
Currently, Jackson Savings Bank is planning several events to celebrate
their 100th anniversary during 1999. The bank was established on June 29, 1899.
Ohio Valley Banc Corp. is a bank holding company operating Ohio Valley Bank
with offices in Meigs, Gallia, Jackson, Pike and Franklin counties in Ohio and
Mason and Putnam counties in W. Va. OVBC also has a consumer finance company
offices in Gallipolis, Jackson and South Point, Ohio operating under the name of
Loan Central. Ohio Valley Banc Corp. common stock is traded on NASDAQ under the
symbol OVBC.
