ITEM 1. BUSINESS
Incorporated by reference are the data appearing on Pages 7 through 14 of the 1999 Annual Report.
ITEM 2.
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; Monument Square, Lewistown, Pennsylvania; Route 322, Reedsville, Pennsylvania; 100 East Market Street, Lewistown, Pennsylvania; 100 West Water Street, Lewistown, Pennsylvania; 302 South Logan Boulevard, Burnham, Pennsylvania. In addition thereto, the Bank leases two offices. One, in the Shopping Plaza located on Legislative Route 31, Mifflintown, Pennsylvania, which lease with extensions expires in 2007. The second one is located in the Wal- Mart Supercenter, Lewistown, Pennsylvania, which expires in 2001. All of the buildings used by the Bank are freestanding and are used exclusively for banking purposes.
ITEM 3.
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.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
PART II
ITEM 5.
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 1999 Annual Report.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
Incorporated by reference are the data appearing on Page 16 of the 1999 Annual Report.
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Incorporated by reference are the data appearing on Pages 17 through 32 of the 1999 Annual Report.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Incorporated by reference are the data under the caption "Market Rate Risk" appearing on Pages 27 through 30 of the 1999 Annual Report.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Incorporated by reference are the financial statements and notes on Pages 33 through 53 of the 1999 Annual Report and the Quarterly Results of Operations on Page 15 of the Annual Report.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Incorporated by reference is information appearing under the captions "Election of Directors of JVF" and "Remuneration of Executive Officers" in the Proxy Statement.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
Incorporated by reference in the proxy statement under the caption "Remuneration of Executive Officers".
ITEM 12.
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.
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 49 of the 1999 Annual Report.
PART IV
ITEM 14.
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 1999 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 21, 2000
By /s/ A. Jerome Cook -------------------- A. Jerome Cook Director, Chairman 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.
/s/ Ronald H. Witherite /s/ Joe E. Benner ------------------------ -------------------------- Ronald H. Witherite Joe E. Benner Vice Chairman, Secretary Director Date: March 21, 2000 Date: March 21, 2000
/s/ Edward R. Rhodes /s/ A. Jerome Cook -------------------------- -------------------------- Edward R. Rhodes A. Jerome Cook Director Chairman Date: March 21, 2000 Date: March 21, 2000
/s/ Don E. Haubert /s/ Martin L. Dreibelbis -------------------------- -------------------------- Don E. Haubert Martin L. Dreibelbis Director Director Date: March 21, 2000 Date: March 21, 2000
/s/ John A. Renninger /s/ Dale G. Nace -------------------------- -------------------------- John A. Renninger Dale G. Nace Director Director Date: March 21, 2000 Date: March 21, 2000
/s/ Francis J. Evanitsky /s/ Harold B. Shearer -------------------------- -------------------------- Francis J. Evanitsky Harold B. Shearer President Director Date: March 21, 2000 Date: March 21, 2000
/s/ Philip E. Gingrich Jr. /s/ Charles L. Hershberger -------------------------- -------------------------- Philip E. Gingrich Jr. Charles L. Hershberger Director Director Date: March 21, 2000 Date: March 21, 2000
Date: March 21, 2000 Date: March 21, 2000
/s/ Marshall L. Hartman /s/ Robert K. Metz, Jr. ------------------------ -------------------------- Marshall L. Hartman Robert K. Metz, Jr. Director Director Date: March 21, 2000 Date: March 21, 2000
/s/ Timothy I. Havice /s/ Richard M. Scanlon, DMD ------------------------ -------------------------- Timothy I. Havice Richard M. Scanlon, DMD Director Director Date: March 21, 2000 Date: March 21, 2000
/s/ John M. Wilson /s/ Jan G. Snedeker ------------------------ -------------------------- John M. Wilson Jan G. Snedeker Director Director Date: March 21, 2000 Date: March 21, 2000
/s/ Linda L. Engle ------------------------ Linda L. Engle Chief Financial Officer Chief Accounting Officer Date: March 21, 2000