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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

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

 

 

Date of Report (Date of earliest event reported): June 12, 2019

 

 

Riverview Financial Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Pennsylvania   001-38627   38-3917371

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

3901 North Front Street,

Harrisburg, Pennsylvania

  17110
(Address of principal executive offices)   (Zip Code)

(717) 827-4042

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2. below):

 

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

 

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

 

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

 

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

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   RIVE   Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2) of this chapter.)

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of the registrant’s common stock, as of the latest practicable date: 9,163,265 shares at June 10, 2019.

 

 

 


ITEM 8.01

Other Events

GNB Financial Services, Inc., the parent company of The Gratz Bank, and Riverview Financial Corporation, the parent company of Riverview Bank, jointly announced, on June 12, 2019, the execution of a definitive agreement whereby The Gratz Bank will acquire the deposits and customers of Riverview Bank’s branch located at 450 West Shamokin Street, Trevorton, Pennsylvania. The transaction is subject to regulatory approvals and other customary closing conditions, and expected to close late in the fourth quarter of 2019.

 

Item 9.01

Financial Statements and Exhibits.

 

(a)

Financial Statements of Businesses Acquired.

None.

 

(b)

Pro Forma Financial Information.

None.

 

(c)

Shell Company Transactions.

None.

 

(d)

Exhibits.

 

Exhibit
Number

  

Description

99.1    Joint press release issued on June  12, 2019 by GNB Financial Services, Inc., the parent company of The Gratz Bank, and Riverview Financial Corporation, the parent company of Riverview Bank, announcing the execution of a definitive agreement whereby The Gratz Bank will acquire the deposits and customers of Riverview Bank’s branch located in Trevorton, Pennsylvania.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, thereunto duly authorized.

 

   

RIVERVIEW FINANCIAL CORPORATION

(Registrant)

Dated: June 12, 2019    

/s/ Brett D. Fulk

    Brett D. Fulk
    President and Chief Executive Officer
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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

 

GNB FINANCIAL SERVICES, INC.

   RIVERVIEW FINANCIAL CORPORATION
Contacts:   

Wesley M. Weymers

   Brett D. Fulk

President and Chief Executive Officer

   President and Chief Executive Officer

GNB Financial Services, Inc.

   Riverview Financial Corporation

(717) 365-3181

   (717) 827-4042

FOR IMMEDIATE RELEASE

THE GRATZ BANK TO ACQUIRE THE TREVORTON BRANCH

OF RIVERVIEW BANK

GRATZ, PA, June 12, 2019 – GNB Financial Services, Inc., the parent company of The Gratz Bank, and Riverview Financial Corporation, the parent company of Riverview Bank, jointly announced today the execution of a definitive agreement whereby The Gratz Bank will acquire the Trevorton Branch and its deposits and customers of Riverview Bank located at 450 West Shamokin Street, Trevorton, PA. The transaction is subject to regulatory approvals and other customary closing conditions. Currently, the transaction is expected to close late in the fourth quarter of 2019. Riverview Bank’s Trevorton Branch customers will be receiving additional information related to the sale in the near future. Terms of the transaction were not announced. Upon completion of the transaction, The Gratz Bank will operate six branch locations and a loan production office.

Bybel Rutledge LLP is serving as legal counsel to GNB Financial Services, Inc. and The Gratz Bank. Barley Snyder is serving as legal counsel and Janney Montgomery Scott LLC is serving as financial advisor to Riverview Financial Corporation and Riverview Bank.

About GNB Financial Services, Inc.

GNB Financial Services, Inc., is a bank holding company with consolidated assets of approximately $350 million that provides financial services through The Gratz Bank. The Gratz Bank is a full-service bank that provides consumers and businesses with loans, deposit accounts, and other financial services. Offices are located in Central Pennsylvania in Gratz, Valley View, Herndon, Yorkville, and Minersville, covering three counties. The Gratz Bank also operates a loan production office in State College, Centre County.

About Riverview Financial Corporation

Riverview Financial Corporation is the parent company of Riverview Bank. An independent community bank, Riverview Bank serves the Pennsylvania market areas of Berks, Blair, Centre, Clearfield, Dauphin, Huntingdon, Lebanon, Lycoming, Northumberland, Perry, Schuylkill and Somerset Counties through 28 community banking offices and four limited purpose offices. Each office, interdependent with the community, offers a comprehensive array of financial products and services to individuals, businesses, not-for-profit organizations and government entities. The Wealth and Trust Management divisions of Riverview Bank, with assets under management exceeding $350 million, provide trust and investment advisory services to the general public. Riverview’s business philosophy includes offering direct access to senior management and other officers and providing friendly, informed and courteous service, local and timely decision making, flexible and reasonable operating procedures and consistently applied credit policies. The Company’s common stock trades on the NASDAQ Global Market under the symbol “RIVE”. The Investor Relations site can be accessed at https://www.riverviewbankpa.com/.

Caution Regarding Forward-Looking Statements

In addition to historical information, this press release may contain forward-looking statements. Examples of forward-looking statements include, but are not limited to, (a) projections or statements regarding future earnings, expenses, net interest income, other income, earnings or loss per share, asset mix and quality, growth prospects,


capital structure, and other financial terms, (b) statements of plans and objectives of management or the Board of Directors, and (c) statements of assumptions, such as economic conditions in our market areas. Such forward-looking statements can be identified by the use of forward-looking terminology such as “believes”, “expects”, “may”, “intends”, “will”, “should”, “anticipates”, or the negative of any of the foregoing or other variations thereon or comparable terminology, or by discussion of strategy. Forward-looking statements are subject to certain risks and uncertainties such as local economic conditions, competitive factors, and regulatory limitations. Actual results may differ materially from those projected in the forward-looking statements. We caution readers not to place undue reliance on these forward-looking statements. They only reflect management’s analysis as of this date. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: the effects of new laws and regulations, specifically the impact of the Tax Cut and Jobs Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act; ineffectiveness of the business strategy due to changes in current or future market conditions; the effects of economic conditions on current customers, specifically the effect of the economy on loan customers’ ability to repay loans; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; interest rate movements; difficulties in integrating distinct business operations, including information technology difficulties; disruption from the transaction making it more difficult to maintain relationships with customers and employees, and challenges in establishing and maintaining operations in new markets; volatilities in the securities markets; and, general economic conditions. We do not revise or update these forward-looking statements to reflect events or changed circumstances.

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