SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported)................July 8, 1997
SOUTH BRANCH VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
West Virginia 0-16587 55-0672148
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(State of other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
310 North Main Street, Moorefield, West Virginia 26836
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (304) 538-2353
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ITEM 5. OTHER EVENTS
On July 8, 1997, South Branch Valley Bancorp, Inc. ("South Branch")
executed a non- binding letter of intent (the "Letter of Intent") with Capital
State Bank, Inc. ("Capital State Bank"), a state banking corporation located at
2402 Mountaineer Boulevard, South Charleston, West Virginia 25309. Under the
terms of the Letter of Intent, South Branch will exchange 3.95 shares of Capital
State Stock for one share of South Branch stock. South Branch anticipates a
merger transaction whereby Capital State will constitute a free standing
subsidiary of South Branch. The offer to exchange stock of South Branch for all
of the issued and outstanding shares of Capital State is subject to the
negotiation, execution and delivery of a definitive agreement that is
satisfactory to each party and their respective legal counsel and approved by
the respective boards of each institution.
The offer is subject to the following customary conditions: (i) compliance
with all applicable federal and state banking and securities laws and
regulations and receipt of all required approval from federal and state
regulatory authority; (ii) the completion by both South Branch and Capital Sate
of full due diligence reviews to their individual satisfaction; (ii) receipt of
a fairness opinion in a form reasonably required by Capital State to the effect
that the proposed transaction is fair from a financial point of view to Capital
State and its shareholders; (iv) execution of mutually agreed upon
confidentiality agreements; (v) approval of the transaction by the shareholders
of both South Branch and Capital State; (vi) there shall have been no material
adverse change in the business or financial condition of Capital State or South
Branch from that shown on their March 31, 1997 unaudited financial information;
(vii) approval of the proposal by South Branch's shareholders to increase the
authorized shares to accomplish the proposed transaction; (viii) subject to
approval by South Branch, Capital State will be entitled to designate three
individuals to serve on the Board of Directors of South Branch, one in each of
the three classes of South Branch's staggered board; and (ix) in the event South
Branch forms an executive committee or other governing body of the Board of
Directors during the initial terms of the directors appointed or elected
pursuant to (viii) above, at least one Capital State Director shall be selected
by South Branch's Chairman of the Board to serve as a member of such executive
committee or other governing body. Nothing in the Letter of Intent shall be
construed to impose on South Branch or the Chairman of its Board of Directors
any duty to select a Capital State director so to serve after the initial term
of each of the three original Capital State directors on the South Branch Board.
A definitive agreement must be executed no later than thirty (30) days from
the date of the execution of the Letter of Intent or the offer and any
acceptance thereof will be null and void.
SOUTH BRANCH VALLEY BANCORP, INC.
July 9, 1997 /s/ H. Charles Maddy, III
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Date By: H. Charles Maddy, III
Its: President
The original statement shall be signed by each person on whose behalf the
statement is filed on his authorized representative. If the statement is signed
on behalf of a person by his authorized representative (other than an executive
officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
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