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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, 1997 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, 1998.
Common Stock, $1.00 Par Value - $51,955,913
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Indicate the number of shares outstanding of each issuer's classes of common
stock, as of January 31, 1998
Common Stock, $1.00 Par Value - 1,385,491
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DOCUMENTS INCORPORATED BY REFERENCE:
Portions of the Annual Report to Shareholders for the year ended December 31,
1997 are incorporated by reference into Parts I, II and III.
Portions of the Proxy Statement for the Annual Meeting of Shareholders to be
held May 19, 1998 are incorporated by reference into Parts I and III.
PART I
Item 1. Business
Incorporated by reference are the data appearing on pages 6
through 13 of the 1997 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
Incorporated by reference is the information appearing under
the caption "Notice of Special Meeting of Shareholders".
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
1997 Annual Report.
Item 6. Selected Financial Data
Incorporated by reference are the data appearing on pages 14 and
15 of the 1997 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 16
through 29 of the 1997 Annual Report.
Item 8. Financial Statements and Supplementary Data
Incorporated by reference are the financial statements and notes
on pages 30 through 47 of the 1997 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" and "Remuneration of Executive
Officers" in the Proxy Statement to be filed.
Item 11. Executive Compensation
Incorporated by reference in the proxy statement to be filed 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" and "Management of JVF and the Bank".
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 43 of the 1997
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 1997 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 11, 1998
BY
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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.
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Harry B. Fairman, Jr. Joe E. Benner
Chairman Director
Date: March 11, 1998 Date: March 11, 1998
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Ronald H. Witherite A. Jerome Cook
Vice Chairman, Secretary President
Date: March 11, 1998 Date: March 11, 1998
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Edward R. Rhodes John E. Groninger
Director Director
Date: March 11, 1998 Date: March 11, 1998
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Karl E. Guss Don E. Haubert
Director Director
Date: March 11, 1998 Date: March 11, 1998
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Dale G. Nace John A. Renninger
Director Director
Date: March 11, 1998 Date: March 11, 1998
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Harold B. Shearer Linda L. Engle
Director Chief Financial Officer
Date: March 11, 1998 Chief Accounting Officer
Date: March 11, 1998