0000894671-16-000069.txt : 20160421 0000894671-16-000069.hdr.sgml : 20160421 20160420174910 ACCESSION NUMBER: 0000894671-16-000069 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20160420 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20160421 DATE AS OF CHANGE: 20160420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OHIO VALLEY BANC CORP CENTRAL INDEX KEY: 0000894671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 311359191 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20914 FILM NUMBER: 161582147 BUSINESS ADDRESS: STREET 1: 420 THIRD AVE CITY: GALLIPOLIS STATE: OH ZIP: 45631 BUSINESS PHONE: 7404462631 MAIL ADDRESS: STREET 1: 420 THIRD AVENUE STREET 2: PO BOX 240 CITY: GALLIPOLIS STATE: OH ZIP: 45631 8-K 1 sec8k-miltonmergramend042016.htm AMENDMENT TO MILTON MERGER WITH OVBC 042016 sec8k-miltonmergramend042016.htm

UNITED STATES
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

April 20, 2016
Date of Report (Date of earliest event reported)

OHIO VALLEY BANC CORP.     
(Exact name of registrant as specified in its charter)

Ohio
(State or other jurisdiction of incorporation)

0-20914
31-1359191
(Commission File Number)
(IRS Employer Identification No.)

420 Third Avenue, Gallipolis, Ohio
45631
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (740) 446-2631

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 

Item 1.01                      Entry into a Definitive Material Agreement.

On April 20, 2016, Ohio Valley Banc Corp. ("OVBC") and Milton Bancorp, Inc. ("MB") entered into an amendment to the Agreement and Plan of Merger dated as of January 7, 2016, by and between OVBC and MB (the "Agreement").  Pursuant to the Amendment, Section 8.01(c) of the Agreement was modified to change from June 30, 2016, to August 6, 2016, the date after which either party to the Agreement may terminate the Agreement if the merger of MB into OVBC is not consummated.  The reason for the change of date is to permit the parties to delay consummation of the holding company merger until the consummation of the bank merger, which is expected to occur between July 1, 2016, and the planned data processing conversion date of August 5, 2016.

A copy of the Amendment is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

(d)  Exhibits – The following exhibit is being filed with this Current Report on Form 8-K:
 
Exhibit Number Description
   
2.1  Amendment to Agreement and Plan of Merger by and between Ohio
  Valley Banc Corp. and Milton Bancorp, Inc., effective April 20, 2016
 

 
 
 


SIGNATURES

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.




     
OHIO VALLEY BANC CORP.
 
Date:
April 20, 2016
By:
 /s/Thomas E. Wiseman 
     
Thomas E. Wiseman
President and Chief Executive Officer







EX-2.1 2 sec8k-miltonmergeramendex2_1.htm AMENDMENT TO MILTON MERGER AGREEMENT AND PLAN 042016 sec8k-miltonmergeramendex2_1.htm
AMENDMENT TO
AGREEMENT AND PLAN OF MERGER

           THIS AMENDMENT (this “Amendment”) to the Agreement and Plan of Merger, dated as of January 7, 2016 (the “Agreement”), by and between Ohio Valley Banc Corp. (“OVBC”),  and Milton Bancorp, Inc. (“MB”), is made and entered into as of April 20, 2016, by and among OVBC and MB.

WITNESSETH:

WHEREAS, Section 8.01(c) of the Agreement provides that either party may terminate the Agreement by providing written notice to the other party if the merger of the parties has not been consummated by June 30, 2016 (the "Delay Date"), provided that the failure of the merger to be consummated by that date does not arise out of or result from the knowing action or inaction of the party seeking to terminate the Agreement;

WHEREAS, Section 9.02 of the Agreement provides that the Agreement may be amended by an agreement in writing executed in the same manner as the Agreement; and

WHEREAS, the Boards of Directors of each of the parties to the Agreement have authorized the execution of this Amendment;

NOW, THEREFORE, in consideration of the premises and the respective representations, warranties, covenants, agreements and conditions set forth hereinafter and in the Agreement, OVBC and MB, intending to be legally bound hereby, agree that the date contained in Section 8.01(c) of the Agreement shall be changed from June 30, 2016, to August 6, 2016.
 
IN WITNESS WHEREOF, this Amendment has been executed on behalf of OVBC and MB to be effective as of the date set forth in the first paragraph above.

 
ATTEST:      OHIO VALLEY BANC CORP.
     
By: /s/Cindy H. Johnston    By: /s/Thomas E. Wiseman 
    Thomas E. Wiseman, President and Chief Executive Officer
     
     
ATTEST:   MILTON BANCORP, INC.
     
By: /s/Erik Mullins    By: /s/John G. Jones  
    John G. Jones, Chairman and President