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)
December 16, 1997
FFVA FINANCIAL CORPORATION
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(Exact name of Registrant as specified in its Charter)
Virginia 0-24668 74-2712490
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(State or other jurisdiction (SEC File No.) (IRS Employer
of incorporation) Identification
Number)
925 Main Street, Lynchburg, Virginia 24504
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-845-2371
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Not Applicable
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(Former name or former address, if changed since last Report)
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INFORMATION TO BE INCLUDED IN REPORT
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Item 5. Other Events
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The Registrant issued a joint press release on December 16, 1997,
announcing that it had signed a definitive merger agreement (the "Agreement")
with One Valley Bancorp of West Virginia ("One Valley"), dated December 16,
1997, for the acquisition of all of the outstanding common stock of the
Registrant. Shareholders of the Registrant will receive 1.05 shares of common
stock of One Valley for each share of common stock of the Registrant they own.
Consummation of the acquisition is subject to several conditions, including
receipt of applicable regulatory approval and stockholder approval by the
Registrant's and One Valley's shareholders.
A copy of a press release issued December 16, 1997 by the Registrant is
attached hereto as Exhibit 99.1 and is incorporated herein by reference in its
entirety.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit 99.1 -- Press Release Concerning Merger Agreement dated December 16,
1997.
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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, hereunto duly authorized.
FFVA FINANCIAL CORPORATION
Date: December 19, 1997 By: /s/James L. Davidson
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James L. Davidson
President and Chief Executive Officer
EXHIBIT 99.1
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FOR IMMEDIATE RELEASE
For more information contact:
Lloyd Calvert, SVP, One Valley
304-348-7207
FFVA Parent Company Of First Federal Savings Bank of Lynchburg
Announces Merger With One Valley Bank
Charleston, WV, Dec. 16 -- One Valley Bancorp (NYSE: OV) and FFVA Financial
Corporation (NASDAQ - NMN: FFFC) today announced the signing of a definitive
agreement to merge creating a $5.4 billion asset banking company in West
Virginia and Virginia.
Under the terms of the agreement, One Valley will exchange 1.05 shares of One
Valley's common stock for each share of FFVA's common stock. The transaction is
valued at approximately $204 million dollars, or $42.98 per share of FFVA
Financial common stock, based on the last closing price of $40.94 per share of
One Valley common stock. The merger is expected to be accounted for as
pooling-of-interests. Both companies have rescinded previously approved stock
repurchase approvals.
One Valley is a $4.5 billion asset bank holding company based in Charleston,
West Virginia and recently announced an acquisition of 15 branches in Central
Virginia with assets of $321 million. FFVA is the holding company for the $567
million asset First Federal Savings Bank of Lynchburg headquartered in
Lynchburg, Virginia.
J. Holmes Morrison, President and Chief Executive Officer of One Valley Bancorp,
Inc. and James L. Davidson, Jr. President and Chief Executive Officer of FFVA
made the joint announcement. The transaction is expected to close early in
second quarter of 1998, subject to approval by the appropriate regulatory
authorities and stockholders of One Valley and FFVA.
The merger of First Federal Savings Bank of Lynchburg into One Valley Bank of
Central Virginia will create the second largest bank in Lynchburg based on
deposits. FFVA has five branches in Lynchburg, two in South Boston and one each
in Madison Heights, South Hill, Keysville, Altavista and Farmville.
The impact on 1998 earnings is expected to be relatively neutral. However, in
1999 and thereafter, it is expected that the transaction will be accretive to
earnings per share primarily through improved interest margins, fee income
enhancements and expense reductions. Both One
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Valley and FFVA will recognize $1.8 million each for a total of $3.6 million in
merger related costs in the fourth quarter of 1997.
FFVA is the third acquisition made by One Valley in the Virginia market. The
first acquisition completed in April 1996 was the Lynchburg based CSB Financial
with 10 locations. One Valley announced in November plans to acquire nine
Jefferson National and six Central Fidelity branches from Wachovia Corporation.
That acquisition is expected to be completed by mid February 1998. The FFVA
acquisition will provide 12 additional locations resulting in a total of 37 One
Valley locations in Virginia with $1.3 billion in total assets.
Mr. Morrison commented, "One Valley's recent expansion into the Central Virginia
market enables us to expand and diversify our franchise while capitalizing on
Virginia's strong growth prospects. We look forward to building strong new
community partnerships with FFVA and providing our new customers with additional
products and services. The acquision also continues our efforts to provide
greater convenience to our current Virginia customers," Morrison said.
Mr. Davidson said, "FFVA is particularly pleased to join with a company that is
a respected leader in the rapidly growing financial services industry. For FFVA
this represents a strategic merger that we are confident will benefit our
stockholders, customers and employees. One Valley is a strong, well-managed
institution with a proven commitment to shareholder value and customer community
service."
Mr. Morrison added in emphasizing One Valley's commitment to the employees and
customers of the combined Central Virginia bank that, "One Valley has agreed to
put an Operations Center in Lynchburg, Virginia." He also pledged to increase
the charitable contributions of the combined banks.
In connection with the agreement. FFVA has granted to One Valley an option to
purchase 9.9% of FFVA's shares and agreed to pay a termination fee under certain
circumstances.
Mr. Davidson will serve as Chairman of the new $1.3 billion national bank
affiliate of One Valley. Also named as officers of the new bank are: Dan
Stegall, President and Chief Executive Officer; Bob M. Johnson, Vice Chairman;
E.L. (Ron) Rash, Jr., Executive Vice President - Retail; Edmund E. (Chip) Garcia
III - Commercial and Ronald W. Neblett, Senior Vice President and Chief
Financial Officer.
One Valley Bancorp is a bank holding company based in Charleston, West Virginia.
One Valley operates as a super community bank with 11 affiliate banks and 89
locations serving West Virginia and Virginia. One Valley was recently ranked the
8th best performing bank in the country according to the May 1997 U.S. Banker
magazine's ranking of the largest 100 banks.
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