8-K
Bank Of The James Financial Group Inc (BOTJ)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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Current Report
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 15 2021
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BANK OF THE JAMES FINANCIAL GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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| Virginia | 001-35402 | 20-0500300 |
|---|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 828 Main Street, Lynchburg, VA | 24504 | |
| (Address of principal executive offices) | (Zip Code) |
(434) 846-2000
(Registrant’s telephone number, including area code)
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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:
| ☐ | 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<br><br>Symbol(s) | Name of Each Exchange<br><br>on Which Registered |
|---|---|---|
| Common Stock, $2.14 par value | BOTJ | The NASDAQ Capital 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. ☐
Item 7.01 - Regulation FD Disclosure
On December 15, 2021, Bank of the James Financial Group, Inc. (the “Company”) issued a press release announcing that the Company has entered into an agreement to acquire Pettyjohn, Wood & White, Inc., an SEC-registered investment advisor based in Lynchburg, Virginia. A copy of the press release is attached hereto as Exhibit 99.1.
Consummation of the transaction is subject to the satisfaction of customary terms and conditions.
The information contained in this Current Report on Form 8-K (including Exhibit 99.1) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 - Financial Statements and Exhibits
(a) Financial statements of businesses acquired – not applicable
(b) Pro forma financial information – not applicable
(c) Shell company transactions – not applicable
(d) Exhibits
| Exhibit No. | Exhibit Description |
|---|---|
| 99.1 | Bank of the James Financial Group, Inc. Press Release dated December 15, 2021 |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURE
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 hereunto duly authorized.
| Date: December 15, 2021 | BANK OF THE JAMES FINANCIAL GROUP, INC. |
|---|---|
| By /s/ J. Todd Scruggs<br><br>J. Todd Scruggs<br><br>Secretary-Treasurer |
2
Exhibit 99.1 PWW Item
Exhibit 99.1
Bank of the James Announces Agreement to Acquire Pettyjohn, Wood & White, Inc.
LYNCHBURG, Va., December 15, 2021 -- Bank of the James Financial Group, Inc. (the “Company”) (NASDAQ:BOTJ), the parent company of Bank of the James (the “Bank”), is a full-service commercial and retail bank serving Region 2000 (the greater Lynchburg MSA), and the Blacksburg, Charlottesville, Harrisonburg, Lexington, and Roanoke, Virginia markets.
Bank of the James Financial Group is pleased to announce that it has entered into a stock purchase agreement pursuant to which Pettyjohn, Wood, & White will become a wholly-owned subsidiary of the Company. Pettyjohn, Wood & White is an SEC-registered investment advisor based in Lynchburg, Virginia.
Pettyjohn, Wood & White has more than $650,000,000 in assets under management. The firm currently provides investment advisory services to high-net-worth individuals, individuals, corporations, charitable organizations, and pension and profit-sharing plans.
The firm is headed by Gorham B. (“Bunny”) Wood and Charles B. (“Charlie”) White. Following the transition, Bunny Wood will continue to serve as President and Charlie White will serve as Executive Vice President. Both Mr. Wood and Mr. White have entered into long-term employment agreements. In addition, account managers Brian Blankinship, Tom Gerhardt and Shep Nowlin have also entered into employment agreements and will continue to serve Pettyjohn, Wood & White’s clients. Annette Bradley will serve as the firm’s Chief Compliance Officer. Pettyjohn, Wood & White is happy to report that all of its administrative staff have agreed to continue to work for the firm and will continue to serve its clients.
Robert R. Chapman III, President of the Company noted: “Pettyjohn, Wood & White has built its reputation on superior client service and a commitment to bettering our community. They are a perfect fit for a partner to further enhance what we believe to be a premier financial services institution in our region.
“We have tremendous respect for Bunny, Charlie and the rest of the PWW team. We have long admired Pettyjohn, Wood & White and its approach to providing investment advisory services.
“We fully intend for PWW to continue to operate independently under the management of Bunny and Charlie. PWW’s location, investment process, and the members of the PWW team will not change.
“Lastly, we expect this transaction to increase our earnings by increasing our non-interest income.”Bank of the James, a wholly owned subsidiary of Bank of the James Financial Group, Inc. opened for business in July 1999 and is headquartered in Lynchburg, Virginia. The bank currently services customers in Virginia from offices located in Altavista, Amherst, Appomattox, Bedford, Blacksburg, Charlottesville, Forest, Harrisonburg, Lexington, Lynchburg, Madison Heights, Roanoke, and Rustburg. The bank offers full investment and insurance services through its BOTJ Investment Services division and BOTJ Insurance, Inc. subsidiary. The bank provides mortgage loan origination through Bank of the James Mortgage, a division of Bank of the James. Bank of the James Financial Group, Inc. common stock is listed under the symbol “BOTJ” on the NASDAQ Stock Market, LLC. Additional information on the Company is available at www.bankofthejames.bank.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains statements that constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "estimate," "expect," "intend," "anticipate," "plan" and similar expressions and variations thereof identify certain of such forward-looking statements which speak only as of the dates on which they were made. Bank of the James Financial Group, Inc. (the "Company") undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Readers are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those indicated in the forward-looking statements as a result of various factors. Such factors include, but are not limited to, competition, general economic conditions, potential changes in interest rates, the effect of the COVID-19 pandemic, and changes in the value of real estate securing loans made by Bank of the James (the "Bank"), a subsidiary of the Company. Additional information concerning factors that could cause actual results to materially differ from those in the forward-looking statements is contained in the Company's filings with the Securities and Exchange Commission and previously filed by the Bank (as predecessor of the Company) with the Federal Reserve Board.
CONTACT: J. Todd Scruggs, Executive Vice President and Chief Financial Officer (434) 846-2000.
tscruggs@bankofthejames.com