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.
Date of Report (Date of earliest event reported) January 21, 1997
JeffBanks, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 0-22850 23-2189480
(State or other jurisdiction of (Commision File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
1609 Walnut Street
Philadelphia, PA 19103
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including
area code 215-564-5040
N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On January 21, 1997, the previously reported proposed merger by and
among JeffBanks, Inc. (the "Company"), a newly-formed wholly-owned subsidiary of
the Company and United Valley Bancorp, Inc. ("UVBHC") (the "Holding Company
Merger") was completed, with UVBHC becoming a wholly-owned subsidiary of the
Company. As a result of the merger, each outstanding share of UVBHC common stock
was converted to 0.339 of a share of the Company's Common Stock, resulting in an
aggregate issuance of 749,278 shares of the Company's Common Stock. In addition,
outstanding warrants to purchase UVBHC Common Stock were converted into warrants
to purchase 255,381 shares of the Company's Common Stock, with an exercise price
of $11.80 per share. The Holding Company Merger will be accounted for on a
pooling of interests basis.
Immediately following the Holding Company Merger, United Valley Bank
("UVB") the wholly-owned banking subsidiary of UVBHC, was merged with and into
Jefferson Bank, the wholly-owned Pennsylvania banking subsidiary of the Company.
No further consideration was issued in connection with the Holding Company
Merger.
UVBHC and UVB offered retail and commercial banking services at three
branches in Philadelphia and its immediate Pennsylvania suburbs. As of September
30, 1996, UVBHC had total assets of $122.4 million, total loans of $94.0
million, total deposits of $104.1 million and total shareholders' equity of
$12.9 million.
For further terms and conditions of the merger, reference is made to
the Company's Current Report on Form 8-K for September 5, 1996 and to the copy
of the Agreement and Plan of Merger annexed thereto as an exhibit. Additional
information concerning the Holding Company Merger is on file with the Securities
and Exchange Commission in registration statement no. 333-16261.
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Pursuant to the Requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: January 24, 1996 JeffBanks, Inc.
By:/s/Betsy Z. Cohen
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Betsy Z. Cohen,
Chairman and
Chief Executive Officer
