UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1995 Commission File Number 0-13232
JUNIATA VALLEY FINANCIAL CORP.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2235254
- ------------------------------- ---------------------
(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
Bridge & Main Streets, PO Box 66, Mifflintown, PA 17059-0066
--------------------------------------------------------------
(Address or principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717)436-8211
-------------
SECURITIES REGISTERED PURSUANT TO SECTION 12 (b) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12 (g) OF THE ACT:
Common Stock, Par Value $1.00 Per Share
---------------------------------------
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to this
Form 10-K. (X)
The Aggregate market value of the voting stock held by non-affiliates of the
Registrant as of January 31, 1996.
Common Stock, $1.00 Par Value - $38,955,035
-------------------------------------------
Indicate the number of shares outstanding of each issuer's classes of common
stock, as of January 31, 1996
Common Stock, $1.00 Par Value - 1,113,001
-----------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Annual Report to Shareholders for the year ended December 31,
1995 are incorporated by reference into Parts I, II and III.
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held April 16, 1996 are incorporated by reference into Part III.
PART I
Item 1. Business
Incorporated by reference are the data appearing on
pages 6 through 12 of the 1995 Annual Report.
Item 2. Properties
The physical properties of the Corporation are all owned
or leased by the Bank.
The Bank owns the buildings located at: Bridge and Main
Streets, Mifflintown, Pennsylvania (its corporate headquarters);
301 Market Street, Port Royal, Pennsylvania; corner of Main and
School Streets, McAlisterville, Pennsylvania; Four North Market
Street, Millerstown, Pennsylvania; Main Street, Blairs Mills,
Pennsylvania; East Market Street, Lewistown, Pennsylvania; Route
322, Reedsville, Pennsylvania. In addition thereto, the Bank
leases an office in the Shopping Plaza located on Legislative
Route 31, Mifflintown, Pennsylvania, which lease with extensions
expires in 2007. All of the buildings used by the Bank are
freestanding and are used exclusively for banking purposes.
Item 3. Legal Proceedings
The nature of the Bank's business, at times, generates
litigation involving matters arising in the ordinary course of
business. However, in the opinion of management of the Bank,
there are no proceedings pending to which the Bank is a party or
to which its property is subject, which, if determined adversely
to the Bank, would be material in relation to the Bank's
financial condition, nor are there any proceedings pending other
than ordinary routine litigation incident to the business of the
Bank. In addition, no material proceedings are pending or are
known to be threatened or contemplated against the Bank by
government authorities or others.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for the Registrant's Common Stock and Related
Stockholder Matters
The Corporation's stock is not traded on a national
securities exchange and is only occasionally and sporadically
traded through local and regional brokerage houses or through the
facilities of the Bank. Sales of shares of which the management
of the Corporation has knowledge occurring during 1995 have
ranged from a low of $28.80 to a high of $35.00 per share.
In 1994 the market value ranged from a low of $26.24 to a
high of $28.80. Cash dividends in 1995 and 1994 are as follows:
Payable
Date 1995 1994
------- ---- ----
June 1 $.34 $.33
December 1 .36 .34
---- ----
Total $.70 $.67
---- ----
---- ----
Item 6. Selected Financial Data
Incorporated by reference are the data appearing on page
13 of the 1995 Annual Report.
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations
Incorporated by reference are the data appearing on
pages 14 through 26 of the 1995 Annual Report.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference are the financial statements
and notes on pages 27 through 43 of the 1995 Annual Report.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure
None.
PART III
Item 10. Directors and Executive Officers of the Registrant
Incorporated by reference is the information appearing
under the captions "Election of Directors of JVF" on pages 3 through
5 and "Remuneration of Executive Officers" on page 12 in the Proxy
Statement to be filed.
Item 11. Executive Compensation
Incorporated by reference in the proxy statement to be
filed on page 12, under the caption "Remuneration of Executive
Officers".
Item 12. Security Ownership of Certain Beneficial Owners and
Management
Incorporated by reference is the following information
contained in the Proxy Statement to be filed under the captions
"Election of Directors of JVF" on pages 3 through 5 and
"Management of JVF and the Bank" on page 9.
Item 13. Certain Relationships and Related Transactions
Incorporated by reference is the information pertaining
to transactions with directors and officers of the Bank within the
footnote "Transactions with Executive Officers and Directors"
on page 40 of the 1995 Annual Report.
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports on
Form 8-K
(a) 1. Financial Statements
The Consolidated Financial Statements of
Juniata Valley Financial Corp., as reported in
the 1995 Annual Report to Shareholders, are
incorporated in this report by reference.
2. All schedules are omitted because they are not
applicable, the data is not significant, or the
required information is shown in the financial
statements or the notes thereto.
(b) Reports on Form 8-K
None.
(c) Exhibits
(3) Articles of Incorporation and By-Laws -
Incorporated by reference is the information
appearing in Exhibit "A" of the proxy
statement dated March 14, 1996
(13) Annual Report To Security Holders
(21) Subsidiaries of the Registrant - As of the date
of this report Juniata Valley Bank is the only
subsidiary of the Registrant.
(23) i. Consent of Beard & Company, Inc.,
Independent Auditors
ii. Consent of Stockton Bates & Company,
Independent Auditors
(27) Financial data schedule
(99) Report of Independent Auditors, Stockton Bates &
Company, as to the Corporation's Consolidated
Financial Statements for year ending December
31, 1993.
Signatures
Pursuant to the requirements of Section 13 or 15 (d) 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.
JUNIATA VALLEY FINANCIAL CORP. (REGISTRANT)
DATE: MARCH 14, 1996
BY _____________________
A. JEROME COOK
Director, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange
Act of 1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities and on the dates indicated.
___________________ ___________________
Harry B. Fairman, Jr. Darwin C. Pomeroy
Chairman Vice Chairman
Date: March 14, 1996 Date: March 14, 1996
___________________ ___________________
Ronald H. Witherite A. Jerome Cook
Vice Chairman, Secretary President
Date: March 14, 1996 Date: March 14, 1996
___________________ ___________________
Edward R. Rhodes John E. Groninger
Director Director
Date: March 14, 1996 Date: March 14, 1996
___________________ ___________________
Karl E. Guss Don E. Haubert
Director Director
Date: March 14, 1996 Date: March 14, 1996
___________________ ___________________
Dale G. Nace John A. Renninger
Director Director
Date: March 14, 1996 Date: March 14, 1996
Signatures (Continued)
___________________
Harold B. Shearer
Director
Date: March 14, 1996
___________________
Linda L. Engle
Chief Financial Officer
Chief Accounting Officer
Date: March 14, 1996
_