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)................March 31, 1997
SOUTH BRANCH VALLEY BANCORP, INC.
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(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 2. Acquisition of Assets
At the close of business on March 31, 1998, South Branch Valley Bancorp,
Inc. ("South Branch") acquired the remaining Seven Hundred Twenty-six Thousand
Eight Hundred Twenty (726,820) shares of the issued and outstanding stock of The
Capital State Bank, Inc. ("Capital State").1 In accordance with the terms and
conditions of the Agreement and Plan of Merger dated August 6, 1997 as amended
December 16, 1997 (the "Agreement") by and among South Branch, Capital State,
and Capital Interim Bank, Inc., a wholly-owned subsidiary of South Branch formed
to facilitate the merger (the "Merger"). Pursuant to the Agreement, Capital
State was merged with and into Capital Interim Bank, Inc. with Capital Interim
Bank surviving the Merger and assuming the name "Capital State Bank, Inc."
The Agreement provided that upon consummation of the Merger, each
outstanding share of common stock of Capital State (other than shares held by
South Branch) would, by virtue of the Merger and without any action on the part
of the holder thereof, be converted into the right to receive .2531 shares of
South Branch stock for each share of Capital State stock owned. No fractional
shares of South Branch stock will be issued in connection with the Merger. In
lieu thereof, Capital State shareholders will be entitled to receive cash for
such fractional shares based on an assigned value of $43.50 per share which has
been derived from the range of market values known to South Branch for the year
1997.
The exchange ratio for Capital State's stock was negotiated through
arms-length discussions between the managements of Capital State and South
Branch. The respective Boards of Directors of Capital State and South Branch
determined that the Merger was fair and in the best interests of the
shareholders of Capital State and South Branch.
Consummation of the Merger was subject to approval of the shareholders of
Capital State and receipt of all required regulatory approvals, as well as other
customary conditions. The issuance of shares in connection with the Merger was
subject to approval by the shareholders of South Branch. In addition,
shareholders of South Branch were asked to approve an amendment to the Articles
of Incorporation of South Branch increasing its authorized shares from Six
Hundred Thousand (600,000) shares at a par value of $2.50 to Two Million
(2,000,000) shares at a par value of $2.50. At special meetings held on March
24, 1998 and March 25, 1998, respectively, the shareholders of both Capital
State and South Branch approved the proposed transactions. No other matters came
before either meeting or any adjournment or adjournments thereof. Prior to the
special meetings of shareholders, all applicable regulatory approvals were
received.
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1 South Branch had previously purchased Four Hundred Seventy-four Thousand Six
Hundred Eighty (474,680) shares of Capital State through acquisitions
consummated on June 17, 1997 and March 14, 1997. The nature of these
acquisitions is more fully described in Form 8-K's filed by South Branch on June
25, 1997, and March 27, 1997, respectively. On June 18, 1997, in consideration
of their willingness to serve on the Board of Capital State, South Branch
transferred 500 shares each for an aggregate of 1,500 shares to Messrs. H.
Charles Maddy, II, James M. Cookman and Harold K. Michael. Accordingly, as of
March 31, 1998, South Branch owned directly Four Hundred Seventy-three Thousand
One Hundred Eighty (473,180) shares of Capital State. Messrs. Maddy, Cookman and
Michael are also directors of South Branch. Mr. Maddy is President of South
Branch.
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Capital State Bank was a West Virginia banking corporation with its
principal place of business in Charleston, West Virginia. The physical
properties of Capital State will be used to conduct the business of banking.
Item 5. Other Events
Pursuant to the Agreement, South Branch agreed to take such actions as was
necessary to cause three members of the Board of Directors of Capital State to
become members of the Board of Directors of South Branch. Pursuant to the
Agreement, Capital State was entitled to one director in each class of South
Branch's staggered board. Accordingly, effective at the close of business on
March 31, 1998, South Branch agreed to appoint the following individuals to the
Board of Directors of Capital State.
Name Term Occupation (last five years)
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Frank A. Baer, III 1 year term President, Commercial Insurance
Service (1989-Present)
Georgette R. George 2 year term Manager, C & G, Inc. (Hotel)
(1991-Present);
Sales Manager,
Hewlett-Packard
(1983-1991)
Charles S. Piccirillo 3 year term Partner, Shaffer & Shaffer
(1982-Present)
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits
(a) It is impracticable to provide the required financial statements for
Capital State at this time. Accordingly, South Branch will file the require
financial statements for Capital State as an amendment to this form as soon as
practicable, but not later than 60 days after the report on 8-K has been filed.
(b) Exhibit (2) - Agreement and Plan of Merger dated as of August 6, 1997,
as amended December 16, 1997.
SOUTH BRANCH VALLEY BANCORP, INC.
04/03/98 /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 or 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
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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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