-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VFEcUFTiOeWa6+tiE6UyXzyQ5jyyhwVZ0jMmpHx0M0/ksmGVUtwaSHCl6z6jpkWs fiJADNaIqUEdP+C6RNclNA== 0000714712-97-000012.txt : 19971219 0000714712-97-000012.hdr.sgml : 19971219 ACCESSION NUMBER: 0000714712-97-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19971218 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: JUNIATA VALLEY FINANCIAL CORP CENTRAL INDEX KEY: 0000714712 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232235254 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-13232 FILM NUMBER: 97740533 BUSINESS ADDRESS: STREET 1: BRIDGE & MAIN ST STREET 2: P O BOX 66 CITY: MIFFLINTOWN STATE: PA ZIP: 17059-0066 BUSINESS PHONE: 7174368211 MAIL ADDRESS: STREET 1: BRIDGE AND MAIN STREETS STREET 2: P O BOX 66 CITY: MIFFLINTOWN STATE: PA ZIP: 17059-0066 11-K 1 INDEPENDENT AUDITOR'S REPORT To the Plan Administrator Juniata Valley Financial Corp. Employee Stock Purchase Plan Mifflintown, Pennsylvania We have audited the accompanying statement of net assets available for benfits of Juniata Valley Financial Corp. Employee Stock Purchase Plan as of June 30, 1997 and the related statement of changes in net assets available for benefits for the year then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Juniata Valley Financial Corp. Employee Stock Purchase Plan as of June 30, 1997 and the changes in net assets available for benefits for the year then ended in comformity with generally accepted accounting principles. Reading, Pennsylvania October 28, 1997 -2- JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS ASSETS JUNE 30, 1997 Cash and cash equivalents $ - Investment in Juniata Valley Financial Corp. common stock - ------------ Net assets available for benefits $ - ============ See Notes to Financial Statements. -3- JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Year ended June 30, 1997 Interest income $ 592 Employee contributions 114,537 ----------- Total additions 115,129 ----------- Distributions to participants 937 Distribution of shares of common stock of Juniata Valley Financial Corp. to participants (3,600 shares at $31.72 per share) 114,192 ----------- Total deductions 115,129 ----------- Net increase - Net assets available for benefits Beginning of year - ----------- End of year $ - =========== See Notes to Financial Statements. -4- JUNIATA VALLEY FINANCIAL CORP. AND SUBSIDIARY EMPLOYEE STOCK PURCHASE PLAN NOTES TO FINANCIAL STATEMENTS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of accounting: The accompanying financial statements have been prepared on the accrual basis of accounting. Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires the Plan Administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results may differ from those estimates. PLAN DESCRIPTION The Corporation established the Employee Stock Purchase Plan (Plan) effective as of July 1, 1996. The purpose of the Plan is to provide employees of the Bank the opportunity to purchase stock of Juniata Valley Financial Corp. (Corporation) and to acquire a proprietary interest in the Corporation. Under the Plan, each eligible employee is granted options to purchase stock during successive yearly offerings. The Plan is administered by a Committee appointed by the Board of Directors. Employees of the Bank are eligible to participate in the Plan after ninety days of service and must be employed at the Bank as of the stock issuance date in order to purchase the stock. Enrollment occurs on July 1 of each plan year. Eligible employees, upon enrollment, choose to have payroll deductions at rates from 2% to 10% of their compensation. The payroll deductions are deposited into restricted individual savings accounts, which earn interest computed at the regular statement savings account rate of the Bank. Voluntary cash contributions are also permitted by the Plan, provided that the total amount available to purchase stock per participant does not exceed $25,000. Contributions cease as of the termination date of each plan year (May 15). When a participant terminates employment at the Bank, their participation in the Plan will automatically terminate. The participant will not be entitled to purchase any shares through the Plan and the amount of contributions made to the -5- PLAN DESCRIPTION (CONTINUED) plan will be returned to the participant. Should the termination of the employee occur because of the employee's death, the beneficiary may elect to withdraw the contributions or to exercise the participants's option for the purchase of the stock on the next termination date (May 15 of each year). Voluntary withdrawals of the participant's entire balance are permitted, as approved by the Chief Financial Officer of the Bank. The Plan permits participants to acquire stock of the Corporation at an option price of between 85% and 100% of the fair market value of the stock. The discount approved by the Board of Directors was 10% during the current plan year, which resulted in a purchase price of $31.72 per share based upon the fair market value as of the commencement date of the offering (July 1). The stock may be purchased directly from the Corporation, either through authorized but unissued stock or stock held in the treasury of the Corporation, or on the open market, or by a combination of both. The Plan purchased 3,600 shares of stock which were issued in June 1997 to the participants of the Plan. Fractional shares are not distributed, therefore, excess cash in each participant's account is returned to the participant. The Corporation may terminate or amend the Plan at any time. Additional information about the Plan agreement can be obtained from the Chief Financial Officer of the Bank. ADMINISTRATIVE EXPENSES Fees for legal, accounting and other services are paid by the Corporation and are based upon customary and reasonable rates for such services. INCOME TAX STATUS The Plan administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements under Section 423 of the Internal Revenue Code of 1986, as amended. Therefore, the Plan administrator believes that the Plan was qualified and was tax-exempt as of the financial statement date. -6- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustess (or other persons who administer the Plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized. JUNIATA VALLEY FINANCIAL CORP. EMPLOYEE STOCK PURCHASE PLAN Date:_____________________ By:___________________________ A. Jerome Cook President and C.E.O. -7- EX-23 2 Index to Exhibit ---------------- Exhibit No. - ----------- 23 Consent of Beard & Company, Inc., independent auditors -8- Exhibit 23 CONSENT OF BEARD & COMPANY, INC., INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 33-15150) pertaining to the Juniata Valley Financial Corp. Employee Stock Purchase Plan, of the financial statements of the Juniata Valley Financial Corp. Employee Stock Purchase Plan included in this Annual Report (Form 11-K) for the year ended June 30, 1997. BEARD & COMPANY, INC. Reading, Pennsylvania -9- -----END PRIVACY-ENHANCED MESSAGE-----