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): July 16, 1999
SOUTH BRANCH VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
West Virginia 0-16587 55-0672148
(State or Other (Commission (I.R.S.Employer
Jurisdiction) File Number) Identification)
310 North Main Street, Moorefield, WV, 26836
(Address of principal executive offices) (Zip Code)
(304) 538-2353
(Registrant's telephone number, including area code)
Not Applicable
(Former name, address, and fiscal year, if changed since last report)
Item 5. Other Events
On July 16, 1999, South Branch Valley Bancorp, Inc. ("South Branch") and Potomac
Valley Bank ("Potomac"), a West Virginia chartered banking association which
operates two banking offices in Petersburg, West Virginia, entered into an
Agreement and Plan of Merger (the "Agreement").
Pursuant to the terms of the Agreement, South Branch will change its name to
Summit Financial Group, Inc. ("Summit") and Potomac will be merged into a
wholly-owned subsidiary of Summit (the "Merger"). Upon consummation of the
Merger (subject to adjustment, as provided in the Agreement), each share of
Potomac common stock will be converted into the number of shares of Summit
common stock resulting by dividing the book value per share of Potomac by the
book value per share of Summit immediately prior to consummation (a
book-for-book exchange). As of March 31, 1999, each shareholder of Potomac stock
would have been entitled to approximately 3.22 shares of South Branch's
(Summit's) stock for each share of Potomac then held.
In addition, the Agreement provides, among other terms, that Patrick N. Frye
will continue to serve as President of Potomac and H. Charles Maddy, III,
will continue to serve as President of South Branch and of Summit. G. R.
Ours, Jr. will serve as Vice Chairman and Oscar M. Bean will serve as
Chairman of Summit.
The transaction is subject to regulatory approvals and to the approvals of both
South Branch's and Potomac's shareholders. This transaction is expected to be
accounted for using the pooling of interests method of accounting.
The Agreement is attached as an exhibit hereto.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
99.1 Agreement and Plan of Merger dated as of July 16, 1999 by and between
South Branch Valley Bancorp, Inc. and Potomac Valley Bank
SIGNATURE
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 thereunto duly authorized.
SOUTH BRANCH VALLEY BANCORP, INC.
Date: July 16, 1999 By: /s/ Robert S. Tissue
----------------------
Robert S. Tissue
Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Agreement and Plan of Merger dated as of July 16,
1999 by and between South Branch Valley
Bancorp, Inc. and Potomac Valley Bank