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)
March 11, 1998
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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A copy of the press release issued March 11, 1998 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 dated March 11, 1998.
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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: March 12, 1998 By: /s/James L. Davidson, Jr.
James L. Davidson, Jr.
President and Chief Executive Officer
EXHIBIT 99.1
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[FFVA LOGO]
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Financial Corporation
News Release
For Release: March 11, 1998
Contact: Margaret C. Burnette, Sr. Vice President
Telephone: (804) 845-2371
ONE VALLEY, FFVA SHAREHOLDERS APPROVE
MERGER; CLOSING DATE SET MARCH 30
One Valley Bancorp, Inc. (NYSE: OV) and FFVA Financial Corporation (NASDAQ-NMN:
FFFC), headquartered in Lynchburg, Virginia, jointly announced today that
shareholders of both companies have approved the planned merger creating a $5.5
billion asset banking company in West Virginia and Virginia. The transactions
has also received all requisite approval by various regulatory authorities.
J. Holmes Morrison, President and CEO of One Valley, and James L. Davidson, Jr.,
President and CEO of FFVA, also announced that it is now anticipated that the
closing of the transaction will occur on March 30, 1998. The closing had
originally been planned for early in the second quarter of this year.
Under the terms of the agreement, each share of FFVA Financial common stock
outstanding will be converted into 1.05 shares of One Valley Bancorp stock. The
merger will be accounted for as a pooling-of-interests. Both companies have
rescinded previously approved stock repurchase approvals.
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 12 branches--five in Lynchburg, two in South Boston and one
each in Madison Heights, South Hill, Keysville, Altavista and Farmville. The
resulting One Valley Bank of Central Virginia will have $1.3 billion in assets
with 37 offices in Central Virginia.
One Valley Bank of Central Virginia purchased fifteen branches in Virginia from
Wachovia Corporation after Wachovia entered in an agreement to acquire Central
Fidelity and Jefferson National Bank in 1997. The branches, which were
previously operated by Central Fidelity Bank and Jefferson National Bank, were
converted to One Valley Bank on Friday, February 20, 1998.
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[FFVA LOGO]
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Financial Corporation
One Valley reported record annual earnings for the year ended December 31, 1997
of $57.4 million, a 7.9% increase over the $53.2 million earned 1996. On a per
share basis, net income rose 8.3% to $2.10 from the $1.94 earned in 1996. In
1997 One Valley was ranked 8th best performing bank in the country according to
the U.S. Banker magazine's ranking of the largest 100 banks.
One Valley, with headquarters in Charleston, West Virginia, is the largest
holding company based in West Virginia with $4.9 billion in total assets. One
Valley operates as a super community bank with 11 affiliates and 103 locations -
78 in West Virginia and 25 in Virginia. Following the completion of the merger
with FFVA Financial, which had $580 million in total assets on December 31,
1997, One Valley Bancorp will be a $5.5 billion assets company with 115
locations.
