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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, 1996 Commission File Number 0-13232
JUNIATA VALLEY FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2235254
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(State or other jurisdiction of (I. R. S. Employer
incorporation or organization) Identification Number)
Bridge & Main Streets, PO Box 66, Mifflintown, PA 17059-0066
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(Address or principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (717)436-8211
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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
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(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
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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, 1997.
Common Stock, $1.00 Par Value - $43,495,424
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Indicate the number of shares outstanding of each issuer's classes of common
stock, as of January 31, 1997
Common Stock, $1.00 Par Value - 1,117,088
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Annual Report to Shareholders for the year ended December 31,
1996 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 15, 1997 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 1996 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 Corporation's and Bank's business, at times,
generates litigation involving matters arising in the ordinary course of
business. However, in the opinion of management of the Corporation,
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
Incorporated by reference are the data appearing on page 2 of the 1996
Annual Report.
Item 6. Selected Financial Data
Incorporated by reference are the data appearing on page
13 of the 1996 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 1996 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 1996 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 8 in the Proxy
Statement filed.
Item 11. Executive Compensation
Incorporated by reference in the proxy statement filed
on page 8, 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 filed under the captions "Election
of Directors of JVF" on pages 3 through 5 and "Management of JVF and
the Bank" on pages 5 and 6.
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 1996 Annual Report.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
(a) 1. Financial Statements
The Consolidated Financial Statements of
Juniata Valley Financial Corp., as included in
the 1996 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
(13) Annual Report To Shareholders
(21) Subsidiaries of the Registrant - As of the date
of this report Juniata Valley Bank is the only
subsidiary of the Registrant.
(23) Consent of Beard & Company, Inc.,
Independent Auditors
(27) Financial Data Schedule
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 12, 1997
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. Joe E. Benner
Chairman Director
Date: March 12, 1997 Date: March 12, 1997
___________________ ___________________
Ronald H. Witherite A. Jerome Cook
Vice Chairman, Secretary President
Date: March 12, 1997 Date: March 12, 1997
___________________ ___________________
Edward R. Rhodes John E. Groninger
Director Director
Date: March 12, 1997 Date: March 12, 1997
___________________ ___________________
Karl E. Guss Don E. Haubert
Director Director
Date: March 12, 1997 Date: March 12, 1997
___________________ ___________________
Dale G. Nace John A. Renninger
Director Director
Date: March 12, 1997 Date: March 12, 1997
Signatures (Continued)
___________________
Harold B. Shearer
Director
Date: March 12, 1997
___________________
Linda L. Engle
Chief Financial Officer
Chief Accounting Officer
Date: March 12, 1997
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