SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, For Use of the
[X] Definitive Proxy Statement Commission Only (as permitted
[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
UNITED BANKSHARES, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
________________________________________________________________________________
1) Title of each class of securities to which transaction applies:
________________________________________________________________________________
2) Aggregate number of securities to which transaction applies:
________________________________________________________________________________
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
________________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
[_] Fee paid previously with preliminary materials:
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[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
1) Amount previously paid:
2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
UNITED BANKSHARES, INC.
P. O. BOX 1508
UNITED SQUARE
FIFTH AND AVERY STREETS
PARKERSBURG, WEST VIRGINIA 26101
NOTICE OF 1999 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of
Directors, the 1999 Annual Meeting of Shareholders of UNITED BANKSHARES, INC.
("United") will be held at The Blennerhassett Hotel, Fourth and Market Streets,
Parkersburg, West Virginia on Monday, May 17, 1999, at 4:00 p.m., local time,
for the purpose of considering and voting upon the following matters:
1. To elect twenty-two (22) persons to serve as Directors of United. The
nominees selected by the current Board of Directors are listed in the
accompanying Proxy Statement for this Annual Meeting.
2. To act upon any other business which may properly come before this
Annual Meeting or any adjournment or adjournments thereof. The Board of
Directors at present knows of no other business to come before this Annual
Meeting.
The close of business on March 29, 1999, has been fixed by the Board of
Directors as the record date for determining shareholders entitled to notice of
and to vote at this Annual Meeting.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE
REGARDLESS OF YOUR PLANS TO ATTEND THIS MEETING. IF YOU DO ATTEND, YOU MAY
WITHDRAW YOUR PROXY AND VOTE IN PERSON.
TWO INDIVIDUALS, WHO ARE NOT DIRECTORS OF UNITED, HAVE BEEN NAMED IN THE
PROXY TO VOTE THE SHARES REPRESENTED BY PROXY, IF YOU WISH TO CHOOSE SOME OTHER
PERSON TO ACT AS YOUR PROXY, MARK OUT THE PRINTED NAME AND WRITE IN THE NAME OF
THE PERSON YOU SELECT.
By Order of the Board of Directors
/s/ Richard M. Adams
Richard M. Adams
Chairman of the Board and
Chief Executive Officer
April 7, 1999
United Bankshares, Inc.
United Square
Fifth and Avery Streets
Parkersburg, West Virginia 26101
PROXY STATEMENT
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These proxy materials are delivered in connection with the solicitation by
the Board of Directors of United Bankshares, Inc. ("United," the "Company,"
"we," or "us"), a West Virginia corporation, of proxies to be voted at our 1999
Annual Meeting of Shareholders and at any adjournment or postponement.
You are invited to attend our Annual Meeting of Shareholders on May 17,
1999, beginning at 4:00 p.m. The Meeting will be held at The Blennerhassett
Hotel, Fourth and Market Streets, Parkersburg, West Virginia.
This Proxy Statement, form of proxy and voting instructions are being
mailed starting April 7, 1999.
Shareholders Entitled to Vote
Holders of record of United common shares at the close of business on March
29, 1999 are entitled to receive this notice and to vote their shares at the
Annual Meeting. As of that date, there were 43,312,130 common shares
outstanding. Each common share is entitled to one vote on each matter properly
brought before the Meeting.
Proxies
Your vote is important. Shareholders of record may vote their proxies by
mail. A postage-paid envelope is provided.
Proxies may be revoked at any time before they are exercised by (1) written
notice to the Secretary of the Company, (2) timely delivery of a valid,
later-dated proxy or (3) voting at the Annual Meeting.
You may save us the expense of a second mailing by voting promptly. Choose
one of the following voting methods to cast your vote.
Vote By Mail
If you choose to vote by mail, simply mark your proxy, date and sign it,
and return it to us in the postage-paid envelope provided.
Vote at the Annual Meeting
The method by which you vote now will in no way limit your right to vote at
the Annual Meeting if you later decide to attend in person. If your shares are
held in the name of a bank, broker or other holder of record, you must obtain a
proxy, executed in your favor, from the holder of record to be able to vote at
the Meeting.
All shares that have been properly voted and not revoked will be voted at
the Annual Meeting in accordance with your instructions. If you sign your proxy
card but do not give voting instructions, the shares represented by that proxy
will be voted as recommended by the Board of Directors.
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Voting of Other Matters
If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the enclosed form of proxy will have the
discretion to vote on those matters for you. At the date this proxy statement
went to press, we do not know of any other matter to be raised at the Annual
Meeting.
Required Vote
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power for that particular item and has not
received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of Directors.
Abstentions and broker "non-votes" are not counted for purposes of the election
of Directors.
In the election of directors, shareholders cast one (1) vote for each
nominee for each share held. However, every shareholder has the right of
cumulative voting, in person or by proxy, in the election of directors.
Cumulative voting gives each shareholder the right to aggregate all votes which
he or she is entitled to cast in the election of directors and to cast all such
votes for one candidate or distribute them among as many candidates and in such
a manner as the shareholder desires.
At our 1999 Annual Meeting, the number of directors to be elected is
twenty-two (22). Each shareholder has the right to cast twenty-two (22) votes in
the election of directors for each share of stock held on the record date. If
you wish to exercise, by proxy, your right to cumulative voting in the election
of directors, you must provide a proxy showing how your votes are to be
distributed among one or more candidates. Unless contrary instructions are given
by a shareholder who signs and returns a proxy, all votes for the election of
directors represented by such proxy will be divided equally among the twenty-two
(22) nominees. If cumulative voting is invoked by any shareholder, the vote
represented by the proxies delivered pursuant to this solicitation, which do not
contain contrary instructions, may be cumulated at the discretion of the Board
of Directors of United Bankshares, Inc. in order to elect to the Board of
Directors the maximum nominees named in this proxy statement.
On the record date, there were 43,312,130 shares of common stock
outstanding which are held by approximately 13,182 shareholders of record. A
majority of the outstanding shares of United Bankshares, Inc. will constitute a
quorum at the meeting.
Cost of Proxy Solicitation
We will pay the expenses of soliciting proxies. Proxies may be solicited on
our behalf by Directors, officers or employees in person or by telephone,
electronic transmission, facsimile transmission or by telegram. Brokers,
fiduciaries, custodians and other nominees have been requested to forward
solicitation materials to the beneficial owners of the Company's common stock.
Upon request we will reimburse these entities for their reasonable expenses.
In order to facilitate and expedite distribution of these proxy
solicitation materials to brokers, fiduciaries, custodians, nominee holders and
institutional investors, United has retained Corporate Investor Communications,
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Inc. of Carlstadt, New Jersey ("CIC"). Pursuant to a retention letter dated
February 24, 1999, CIC will contact all broker and other nominee accounts
identified on United's shareholder mailing list in order to facilitate
determination of the number of sets of proxy materials such accounts require for
purposes of forwarding the same to the beneficial owners. CIC will then assist
in the delivery of proxy materials to these accounts for distribution. CIC will
also assist in the distribution of proxy materials to institutional investors.
CIC will follow-up with the brokers, other nominee accounts and institutional
investors, requesting return of proxies. United is not retaining CIC to solicit
proxies from registered holders or from non-objecting beneficial owners. CIC's
fee for the above services is $3,500 plus reasonable disbursements which may
include the broker search, printing, postage, courier charges, filing reports,
data transmissions and other expenses approved by United.
Shareholder Account Maintenance
ChaseMellon Shareholder Service, L.L.C. acts as our Transfer Agent. All
communications concerning accounts of shareholders of record, including address
changes, name changes, inquiries as to requirements to transfer common shares
and similar issues can be handled by contacting the Shareholder Relations
Department, (304) 424-8800, or by writing to us at the corporate offices located
at United Square, Fifth and Avery Streets, Parkersburg, West Virginia 26101.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our Directors
and executive officers to file reports of holdings and transactions in United
shares with the Securities and Exchange Commission ("SEC"). Based on our records
and other information, we believe that in 1998 our Directors and executive
officers met all applicable SEC filing requirements, except for Isaac N. Smith,
Jr. Mr. Smith did not file one report involving one transaction to report the
purchase of 750 shares of common stock by a family member in December, 1998. Mr.
Smith reported the transaction on a subsequent Form 4 in February, 1999.
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GOVERNANCE OF THE COMPANY
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Board and Committee Membership
During 1998, the Board of Directors met five (5) times. The Board of
Directors of the Company has three (3) standing committees: The Executive
Committee, Audit Committee and Compensation Committee. During 1998 each director
attended 75% or more of the aggregate of the total number of meetings of the
Board of Directors and all committees of the Board on which he served except W.
Gaston Caperton, III, Arthur Kellar, G. Ogden Nutting, and William W. Wagner.
Executive Audit Compensation
Name Board Committee Committee Committee
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Richard M. Adams X X*
Robert G. Astorg X X*
Thomas L. Blair, III X X X
Harry L. Buch X X X
W. Gaston Caperton, III X X X
Bernard H. Clineburg X X
C. Barrie Cook, M.D. X
H. Smoot Fahlgren X X X
Theodore J. Georgelas X X X
F. T. Graff, Jr. X X X
Alan E. Groover X
William A. Hazel X
Russell L. Isaacs X X X*
Arthur Kellar X
John M. McMahon X
G. Ogden Nutting X X X
William C. Pitt, III X X X
I. N. Smith, Jr. X X
Warren A. Thornhill, III X X X
William W. Wagner X X X
P. Clinton Winter, Jr. X X
James W. Word, Jr. X X
1998 Meetings 5 4 4 1
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* Chair
The Executive Committee
The Executive Committee is comprised of fourteen (14) directors, Richard M.
Adams, Chairman, Thomas L. Blair, III, Harry L. Buch, W. Gaston Caperton, III,
Bernard H. Clineburg, H. Smoot Fahlgren, Theodore J. Georgelas, F. T. Graff,
Jr., Russell L. Isaacs, G. Ogden Nutting, William C. Pitt, III, I. N. Smith,
Jr., Warren A. Thornhill, III, and William W. Wagner. The Executive Committee
makes recommendations regarding nominees to the Board of Directors, and is
responsible for the management of the budget, development of policies
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and implementation of such policies and review of personnel and salaries. The
Executive Committee performs such duties and exercises the powers delegated to
it by the Board of Directors.
The Audit Committee
The Audit Committee has the primary responsibility to review and evaluate
significant matters relating to audit, internal control and compliance. It
reviews, with representatives of the independent auditors, the scope and results
of the examination of financial statements, audit fees and any recommendations
with respect to internal controls and financial matters. This committee is also
responsible for monitoring trust activities, including the review of the assets
in each trust as to their safety and current value, and the advisability of
retaining or disposing of such assets. Members of this committee are Robert G.
Astorg, Chairman, P. Clinton Winter, Jr., James W. Word, Jr., and Alan L. Box,
R. Terry Butcher and Paul E. Kyle who are directors of United's subsidiary
banks.
Compensation Committee
The Compensation Committee makes recommendations regarding officer
compensation and budgetary matters to the Board of Directors. Members of this
committee are Thomas L. Blair, III, Harry L. Buch, W. Gaston Caperton, III, H.
Smoot Fahlgren, Theodore J. Georgelas, F. T. Graff, Jr., Russell L. Isaacs,
Chairman, G. Ogden Nutting, William C. Pitt, III, Warren A. Thornhill, III, and
William W. Wagner.
Related Transactions
United's subsidiaries have had, and expect to have in the future, banking
transactions with United and with its officers, directors, principal
shareholders, or their interests (entities in which they have more than a 10%
interest). The transactions were in the ordinary course of business and, with
respect to loans, were made on substantially the same terms, including interest
rates, collateral and repayment terms as those prevailing at the time for
comparable transactions. United's subsidiary banks are subject to federal
statutes and regulations governing loans to officers and directors and extend
loans in compliance with such laws and only with the approval of the Board of
Directors.
The building utilized by United National Bank ("UNB") to house its Rosemar
Circle Branch in North Parkersburg, West Virginia, is owned by Richard M. Adams,
Chairman and Chief Executive Officer of United and United National Bank, his
brother, Douglass H. Adams, Executive Vice President of United and their
stepmother, Dorothy D. Adams. The Adams' lease the land from United National
Bank at a nominal annual rental and lease the branch facility they constructed
to United National Bank. The leases were entered into prior to United National
Bank's ownership of the branch facility and were assumed by United National Bank
upon its acquisition of the previous lessee, United Bank. Management believes
the lease terms are comparable with lease terms for similar property in the
market area.
H. Smoot Fahlgren, a member of the Board of Directors of United, is
Chairman of Fahlgren, Inc., an advertising agency with its headquarters in
Parkersburg, West Virginia. The agency has provided the advertising for United
since 1978. During 1998, payment for the advertising by United to Fahlgren, Inc.
was less than 5% of that firm's revenues during the year 1998.
F. T. Graff, Jr., a member of the Board of Directors of United, is a
partner in the law firm of Bowles Rice McDavid Graff & Love, PLLC in Charleston,
West Virginia. Bowles Rice McDavid Graff & Love, PLLC rendered legal services to
United and UNB during 1998 and it is expected that the firm will continue to
render
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certain services to both in the future. The fees paid to Bowles Rice McDavid
Graff & Love, PLLC represent less than 5% of that firm's revenues for 1998.
UNB leases its Wheeling branch premises from The Ogden Newspapers, Inc.
pursuant to a written lease agreement dated August 1, 1979 (the "Lease"). The
Ogden Newspapers, Inc. is a shareholder of United, and the voting and investment
authority for its shares are beneficially owned by its President, G. Ogden
Nutting who is a director of United. Management believes the Lease is on terms
comparable to market terms for similar rental space in Wheeling, West Virginia.
The Lease provides for five (5) successive options to renew and extend the terms
of the Lease for five (5) years each. United exercised its option to renew the
Lease for five (5) years in 1989 and again in 1994. In addition, during the year
1998 subsidiaries of United advertised, at market rates, in newspapers published
by The Ogden Newspaper, Inc. The fees paid in such advertising and the rent paid
to The Ogden Newspapers, Inc. represent less than 5% of that firm's revenue for
the year 1998.
Directors Fees
Non-employee Directors of the Company receive a retainer of $600 per month
regardless of meeting attendance.
Each non-employee director who serves on the Executive and Compensation
Committees receives a fee of $600 for each United Board Meeting attended except
for Mr. Isaacs. Mr. Isaacs, as Chairman of the Compensation Committee, receives
a retainer payment of $600 per quarter without regard to committee meeting
attendance. Except for Mr. Astorg, each outside director who serves on the Audit
Committee receives a fee of $600 for each committee meeting attended. Mr.
Astorg, as Chairman of the Audit Committee, receives a retainer payment of $600
per month without regard to committee meeting attendance.
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ITEM 1 -- ELECTION OF DIRECTORS
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The Board of Directors consists of one class of twenty-two (22) Directors.
Twenty-two (22) Directors will be elected at our 1999 Annual Meeting to serve
for a one-year term expiring at our Annual Meeting in the year 2000.
The persons named in the enclosed proxy intend to vote the proxy for the
election of each of the twenty-two nominees, unless you indicate on the proxy
card that your vote should be withheld from any or all of such nominees. Each
nominee elected as a Director will continue in office until his or her successor
has been elected, or until his or her death, resignation or retirement.
The Board of Directors has proposed the following nominees for election as
Directors with terms expiring in 2000 at the Annual Meeting: Richard M. Adams,
Robert G. Astorg, Thomas L. Blair, III, Harry L. Buch, W. Gaston Caperton, III,
Bernard H. Clineburg, C. Barrie Cook, M.D., H. Smoot Fahlgren, Theodore J.
Georgelas, F. T. Graff, Jr., Alan E. Groover, William A. Hazel, Russell L.
Isaacs, Arthur Kellar, John M. McMahon, G. Ogden Nutting, William C. Pitt, III,
I. N. Smith, Jr., Warren A. Thornhill, III, William W. Wagner, P. Clinton
Winter, Jr., and James W. Word, Jr.
The Board of Directors recommends a vote FOR the election of these nominees
for election as Directors.
We expect each nominee for election as a Director to be able to serve if
elected. If any nominee is not able to serve, proxies will be voted in favor of
the remainder of those nominated and may be voted for substitute nominees,
unless the Board chooses to reduce the number of Directors serving on the Board.
The principal occupation and certain other information about the nominees
for Director are set forth on the following pages.
Family Relationships
H. Smoot Fahlgren is the father-in-law of F. T. Graff, Jr.
Security Ownership of Directors and Officers
As of February 28, 1999, Directors and the named executive officers of the
Company:
o owned beneficially, directly or indirectly, the number of shares of
common stock indicated; and
o held the number of options exercisable within sixty (60) days after
that date, to purchase the number of shares indicated pursuant to the
Company's Stock Option Plans.
All Directors and executive officers as a group owned 7,801,997 shares or
18.04% of the Company's common stock.
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Amount of Beneficial
Name and Age as of the Position, Principal Occupation Ownership of Shares of
May 17, 1999 Meeting Date Business Experience and Directorships Common Stock and Options
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NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2000
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Shares(a) Options(b) %
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Richard M. Adams ...........52 Chairman and Chief Executive Officer of 526,324 216,856 1.72%
both United and UNB; Director of the
Company since 1984.
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Robert G. Astorg ...........55 CPA and Managing Director of American 25,222 -- *
Express Tax and Business Services, Inc.
Partner of Astorg and Estep, CPA's.
Former Partner of Astorg and Altizer,
CPA's. Director of the Company since
1991.
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Thomas J. Blair, III .......67 Consulting Engineer and former President 245,830 -- *
and Chief Executive Officer of Kelley,
Gidley, Blair & Wolfe, Inc. Former
Chairman of the Board of UNB-Central.
Director of the Company since 1988.
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Harry L. Buch ..............68 Attorney and Partner with Bailey, Riley, 12,126 -- *
Buch & Harman. Former partner with
Gompers, Buch, McCarthy & McLure.
Director of the Company since
1990.
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W. Gaston Caperton, III ....59 Director of the Institute on Education and 23,326 -- *
Government, Teachers College at Columbia
University. President of the Caperton
Group. Former Governor of West Virginia.
Director of the Company since 1997.
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Bernard H. Clineburg .......50 President of United and Chairman of the 90,636 48,590 *
Board and Chief Executive Officer for
United Bank. Former President and Chief
Executive Officer of George Mason
Bankshares, Inc. Director of the Company
since 1998.
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C. Barrie Cook, M.D. .......75 Chairman of the Fairfax Hospital Dept. of 83,149 4,351 *
Pathology. Former Chairman of the Board
for American Medical laboratories, Inc. and
for George Mason Bankshares, Inc.
Director of the Company since 1998.
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H. Smoot Fahlgren ..........68 Chairman and Former Chief Executive 310,394 -- *
Officer of Fahlgren, Inc. Director of the
Company since 1984.
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Amount of Beneficial
Name and Age as of the Position, Principal Occupation Ownership of Shares of
May 17, 1999 Meeting Date Business Experience and Directorships Common Stock and Options
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Shares(a) Options(b) %
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F. T. Graff, Jr. ...........60 Practicing Attorney and Partner of Bowles 10,000 -- *
Rice McDavid Graff & Love, PLLC.
Director of the Company since 1984.
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Alan E. Groover ............51 Former Chairman of the Board, President 116,426 -- *
and Chief Executive Officer of Fed One
Bancorp, Inc. Director of the Company
since 1998.
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William A. Hazel ...........63 Chairman of the Board of William A. Hazel, 56,696 4,234 *
Inc. Director of the Company since 1998.
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Russell L. Isaacs ..........66 Owner of Russell L. Isaacs and Company. 41,316 -- *
Director of the Company since 1984.
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Arthur Kellar ..............74 Former Chairman of the Board of EZ 100,700 -- *
Communications, Inc. Director of the
Company since 1998.
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John M. McMahon ............58 Chairman of the Board of Miller & Long 239,025 -- *
Co., Inc. Director of the Company since
1998.
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G. Ogden Nutting ...........63 President of The Ogden Newspapers, Inc. 654,656 -- 1.51%
Former Chairman of the Board of UNB-N.
Director of the Company since
1986.
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William C. Pitt, III .......54 Hotel and Resort Developer. Director of 10,000 -- *
the Company since 1987.
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I. N. Smith, Jr. ...........66 Consultant for United. Former President of 460,403 4,506 1.07%
United. Former President of UNB.
Director of the Company since
1986.
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Warren A. Thornhill, III ....70 Attorney at Law. Former Chairman of the 449,454 -- 1.04%
Board of Summit Holding Corporation and
Raleigh County National Bank and UNB-
South. Director of the Company since
1992.
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William W. Wagner ...........66 Former Executive Vice President of United. 534,076 -- 1.23%
Former Chairman of the Board of United
Mortgage Company, Inc. Former Chairman
of the Board and Chief Executive Officer of
Eagle Bancorp, Inc. Director of the
Company since 1996.
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Amount of Beneficial
Name and Age as of the Position, Principal Occupation Ownership of Shares of
May 17, 1999 Meeting Date Business Experience and Directorships Common Stock and Options
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Shares(a) Options(b) %
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P. Clinton Winter, Jr. .....51 President of Bray & Oakley Insurance 376,974 -- *
Agency. Former Director of Eagle
Bancorp, Inc. Director of the Company
since 1996.
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James W. Word, Jr. .........75 President of Beckley Loan Company. Vice 124,208 -- *
President of Beckley Loan and Industrial
Corporation. Director of the Company
since 1992.
All Directors, Nominees and 7,801,997 18.04%
Executive Officers as a Group
(27 persons)
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* Indicates the Director owns less than 1% of the Company's issued and
outstanding shares.
(a) Includes shares held by United National Bank's Trust Department as follows:
Mr. Adams, 8,981 shares; Mr. Astorg, 5,401 shares; Mr. Buch, 12,600 shares;
Mr. Fahlgren, 308,401 shares; Mr. Smith, 403,000 shares; non-director
executive officers as a group, 37,149 shares; and 2,545,719 shares in which
the voting authority is exercised by United National Bank's Board of
Directors.
(b) Includes shares of Common Stock that may be acquired within sixty (60) days
of February 28, 1999 through the exercise of stock options pursuant to the
Company's Stock Option Plans and phantom shares granted pursuant to a
Director's Investment and Deferred Fees Plan of an acquired subsidiary.
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EXECUTIVE COMPENSATION
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Cash Compensation
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Company's chief executive
officer and each of the Company's other four most highly compensated executive
officers during the last three fiscal years.
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Summary Compensation Table
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Long-term
Annual Compensation Compensation
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Securities All Other
Name and Other Compen- Underlying Compen-
Principal Position Year Salary Bonus sation (1)(2) Options sation (3)
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Richard M. Adams 1998 $392,179 $200,000 $0 24,000 $4,000
Chairman of the Board and Chief
Executive Officer 1997 $357,679 $140,400 $0 28,000 $6,081
1996 $342,000 $156,000 $0 25,428 $5,968
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Bernard H. Clineburg 1998 $288,917 $1,750,000 10,000 $14,250
President
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Steven E. Wilson 1998 $178,433 $70,000 $0 10,000 $4,000
Executive Vice President, Chief
Financial Officer and Treasurer 1997 $167,730 $43,200 $0 14,000 $5,253
1996 $148,333 $48,000 $0 12,056 $4,941
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Gary L. Ellis 1998 $169,826 $48,000 $0 5,000 $4,000
Executive Vice Presiden
1997 $161,713 $43,200 $0 12,000 $5,221
1996 $157,200 $48,000 $0 12,056 $5,153
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James B. Hayhurst, Jr 1998 $159,780 $48,000 $0 7,000 $4,000
Executive Vice President
1997 $148,594 $31,500 $0 10,000 $8,169
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(1) The aggregate value of all perquisites and other personal benefits did not
exceed either $50,000 or 10% of the total annual salary and bonus reported
for the named executive officers; therefore, no disclosure has been made.
(2) Included in "Other Compensation" for Mr. Clineburg is a lump-sum payment of
$1,750,000 for substituting a new employment agreement with United and
waiving all rights and benefits under his prior employment contract with
George Mason Bankshares, Inc..
(3) The amounts included in "All Other Compensation" consist of United's
contributions on behalf of the listed officers to the 401(K) Plan.
11
STOCK OPTION GRANTS IN 1998
The following table sets forth information concerning individual grants of
options to purchase the Company's Common Stock made to the named executives in
1998.
Stock Option Grants in Last Fiscal Year
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Potential Realization Value
at Assumed Annual Rates of
Individual Grants Stock Appreciation for
Option Term
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Number of % of Total
Securities Options
Underlying Granted to All Exercise of
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% $ 10% $
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Richard M. Adams 24,000(1) 10.14% 27.00 11/05/2008 407,521 1,032,744
Bernard H. Clineburg 10,000(1) 4.23% 27.00 11/05/2008 169,800 430,310
Steven E. Wilson 10,000(1) 4.23% 27.00 11/05/2008 169,800 430,310
Gary L. Ellis 5,000(1) 2.11% 27.00 11/05/2008 84,900 215,155
James B. Hayhurst, Jr 7,000(1) 2.96% 27.00 11/05/2008 118,860 301,217
- ------------------------------------------------------------------------------------------------------------------------------------
(1) Granted under the 1996 Incentive Stock Option Plan. The option exercise
price is the market value of United's stock at the date the option was
granted. All options granted under this plan are exercisable in accordance
with a three-year vesting schedule: 50% after the first year; 75% after the
second year; and 100% after three years.
STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth certain information regarding individual
exercises of stock options during 1998 by each of the named executives.
Aggregate Stock Option Exercises in Last Fiscal Year and FY-End Stock Option Plan
-----------------------------------------------------------------------------------------
Value of Unexercised
Number of Unexercised In-the-Money Stock Options
Name Shares Stock Options at FY-End # at FY-End ($)
Acquired on Value --------------------------------------------------------
Exercise (#) Realized($) Exercisable/Unexercisable Exercisable/Unexercisable
- ------------------------------------------------------------------------------------------------------------------------
Richard M. Adams 0 0 172,499/44,357 2,081,601/1,050,560
Bernard H. Clineburg 8,032 176,945 38,590/10,000 488,164/270,000
Steven E. Wilson 12,056 154,859 16,042/20,014 288,500/468,833
Gary L. Ellis 0 0 63,098/14,014 835,840/311,833
James B. Hayhurst, Jr. 0 0 61,790/14,350 721,369/333,956
- ------------------------------------------------------------------------------------------------------------------------
12
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION COMMITTEE REPORT
- --------------------------------------------------------------------------------
Board Compensation Committee Report
The Compensation Committee is responsible for administration of United
Bankshares, Inc.'s (United's) Executive Compensation programs. This includes
recommendations related to base salary, short term incentives and long-term
stock option incentives for all Executive Officers of the Company.
The Compensation Committee's Executive Compensation policies, developed
based on competitive information, are designed to provide competitive levels of
compensation that integrate pay with United's annual and long-term performance
goals and assist in attracting and retaining qualified executives.
Periodically the Committee retains the services of nationally recognized
compensation consulting firms to do an extensive review of the compensation
program for all Executive Officers.
William M. Mercer, Inc. reported to the Committee that the total
compensation plan for Executive Officers was reasonable and competitive in view
of the company's performance and the contribution of those officers to that
performance. Bank Compensation Strategies Group reported similar findings.
Executive Officers are paid base salaries determined by the value of their
position compared to published survey data, information gathered on competing
banks of similar size and the officer's individual performance level.
The short term Incentive Plan stresses reward for achievement of
performance goals set each year. Each Executive Officer participates in a pool
of funds set aside for this purpose. Participation level is based on a rating
system tied to accomplishment of assigned goals as well as a specific formula
which relates the incentive award to a percentage of salary range midpoint.
Company performance must exceed peer performance to activate compensation
incentives.
The United management team should share the same goals as its shareholders.
Toward this end, the long-term Incentive Stock Option Plan is designed to
provide an ownership opportunity to key management personnel. Stock ownership
provides an ever important stockholder perspective necessary for successful
management of the company. Awards are based on industry guidelines which relate
base compensation to stock price. Grant calculations are tested for
reasonableness against competitive industry data, keeping in mind cumulative
ownership targets.
Mercer and Bank Compensation Strategies reported that stock option grants
to Executive Officers have historically been conservative when compared to
general industry and practices for major regional banking organizations. The
most recent share allocations as a percentage of outstanding shares have been
consistent with competitive practices in the banking industry.
Peer group performance analysis is a continual process at United. Data
provided by the Federal Reserve Bank Holding Company Performance Report is
analyzed quarterly. Proxy data on an appropriate group of individual financial
institutions is used to evaluate operating performance and profitability. United
consistently performs well compared to peer.
Base pay for Richard Adams, Chief Executive Officer was determined to be
slightly below the median when compared to published compensation surveys from
Watson Wyatt Data Services.
13
Mr. Adams is awarded a pro-rata share of the established short term
incentive pool based on his performance rating assigned by the Committee. The
Mercer report concluded that total cash compensation for the position of CEO is
appropriate in view of performance levels attained for companies of similar
size. Bank Compensation Strategies Group reported cash compensation for the CEO
to be somewhat low based on the performance levels of the peer group.
Stock option shares granted to Mr. Adams were determined to be competitive
when compared by Mercer to the grant practices of a broad spectrum of banking
organizations.
Adams at age 52 has served the company for 30 years; 24 of those years he
has been responsible for motivating and building the organization.
United's stock price over the past 24 years of the current administration
has moved from $1.50 per share to a high of $34.125 per share for an average
annualized increase of 91%. The stock chart on the next page shows how United's
stock price has performed compared to two index groups. The chart shows United
with significant price growth which has outperformed the S & P Midcap index
group.
Dividends have increased from $.06 cents per share to $.75 cents per share
or at a 48% average annualized rate. United's pay for performance compensation
program emphasizing written performance objectives has been a major contributor
to our ability to consistently enhance long-term shareholder value.
No member of the Committee is a former or current officer or employee of
United.
COMPENSATION COMMITTEE
----------------------
Thomas J. Blair, III Warren A. Thornhill, III Harry L. Buch
Russell L. Isaacs H. Smoot Fahlgren G. Ogden Nutting
Theodore J. Georgelas William C. Pitt, III F. T. Graff, Jr.
William W. Wagner W. Gaston Caperton, III
14
Compensation Committee Interlocks and Insider Participation
F. T. Graff, Jr., a member of the Board of Directors of United, its
Executive Committee and the Board's Compensation Committee, is a partner in the
law firm of Bowles Rice McDavid Graff & Love in Charleston, West Virginia.
Bowles Rice McDavid Graff & Love rendered legal services to United and UNB
during 1998 and it is expected that the firm will continue to render certain
services to both in the future. The fees paid to Bowles Rice McDavid Graff &
Love represent less than 5% of that firm's revenues for 1998.
PERFORMANCE GRAPH
The following graph compares United's cumulative total shareholder return
on its common stock for the five year period ending December 31, 1998, with the
cumulative total return of the Standard and Poor's Midcap 400 Index and with the
NASDAQ OTC Bank Index. There is no assurance that United's common stock
performance will continue in the future with the same or similar trends as
depicted in the graph. The graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934 except to the extent United specifically incorporates this graph by
reference, and shall not otherwise be filed under such Acts.
[THE FOLLOWING TABLE WAS REPRESENTED BY A LINE GRAPH IN THE PRINTED MATERIAL.]
- --------------------------------------------------------------------------------
-----------------------
UNITED BANKSHARES, INC.
Total Return Analysis
-----------------------
NASDAQ S&P
YEAR UBSI OTC MIDCAP
- --------------------------------------------------------------------------------
1993 $100.000 $100.000 $100.000
1994 $ 95.379 $101.108 $ 94.464
1995 $121.245 $146.417 $121.447
1996 $142.624 $184.712 $142.488
1997 $213.096 $302.166 $209.832
1998 $242.971 $266.597 $218.716
- --------------------------------------------------------------------------------
15
United Bankshares, Inc. Plans
Officer Employment Contracts. Richard M. Adams, Chairman and Chief
Executive Officer of United and United National Bank entered into an employment
contract with United effective April 11, 1986. This contract was amended in
1989, again in January and November 1991, in April 1992 and again in November
1993. This most recent amendment initiated a new rolling five year term contract
that is extended annually. Under the contract Mr. Adams is required to devote
his full-time energies to performing his duties as Chairman and CEO on behalf of
United and UNB. In November 1998, the Board extended Mr. Adams' contract to
initiate a new five year term expiring on March 31, 2004. The contract provides
for a base compensation of $435,000 and additional benefits consistent with the
office. This base compensation may be increased but not decreased. If the
contract is terminated by Mr. Adams for change in control, or for any reason
other than mutual consent or criminal misconduct, Mr. Adams, or his family or
estate, is entitled to his base salary for the remainder of the contract term.
On July 27, 1990, United also entered into a Supplemental Retirement Plan
with Mr. Adams. This plan provides for an annual supplemental retirement benefit
upon his reaching age 65 or upon the later termination of his employment with
United. The annual benefit will be equal to seventy percent of the average of
Mr. Adams' three highest base salaries during his employment with United,
reduced by benefits. The plan also provides for reduced benefits for early
retirement after age 62 as well as payments to his spouse in the event of his
death.
United and United National Bank entered into an employment agreement with
I. N. Smith, Jr., the now former President of United and Vice-Chairman of United
National Bank, on December 17, 1985. The term of the agreement extends until Mr.
Smith reaches the age of 75. In June of 1997, Mr. Smith retired from United.
Until he reaches the age of 75, Mr. Smith shall render such consulting and
advisory services as United may request, and shall receive for such services an
annual fee of $36,000 until he reaches age 70, and $30,000 thereafter. The
agreement also contains a provision which addresses the death of Mr. Smith. In
addition, Mr. Smith has agreed to serve as a director of United and United has
agreed to use its best efforts to nominate and elect him.
On September 10, 1997, United and United Bank entered into an employment
agreement with Bernard H. Clineburg, then Chief Executive Office of GMBS and now
President of United. Under the agreement, Mr. Clineburg shall serve as President
of United and as Chairman and Chief Executive Officer of United Bank commencing
from April 2, 1998 (the effective date of the merger between United and George
Mason Bankshares, Inc.) and continuing for a period of three years. The term
shall be automatically extended from day to day so that any day the remaining
term shall be three years; provided however, that in no event shall the term
extend beyond April 2, 2004. The contract provides for a base salary of $285,000
that may be subject to increases based upon usual review practices. Mr.
Clineburg would be eligible to receive an annual bonus under United's bonus
incentive plan and to participate in additional benefits provided by United. In
return, Mr. Clineburg is required to devote his full business time, best efforts
and business judgement in performing his duties as President of United and
Chairman and CEO of United Bank. Additionally, in consideration for entering
into this agreement and waiving all rights to any benefits under his prior
agreement with George Mason Bankshares, Inc., Mr. Clineburg received a lump-sum
payment of $1,750,000. The agreement also contains provisions regarding the
issues of death, termination, disability, health and supplemental retirement
benefits.
Change of Control Agreements. In March of 1994, United entered into
agreements with Gary L. Ellis, Steven E. Wilson, James B. Hayhurst, Jr. and Joe
L. Wilson to encourage those executive officers not to terminate their
employment with United because of the possibility that United might be acquired
by another entity. In November of 1996 United entered into a change of control
agreement with Douglass H. Adams. The Board of Directors determined that such an
arrangement was appropriate, especially in view of the recent entry of large
16
regional bank holding companies into West Virginia. The agreements were not
undertaken in the belief that a change of control of United was imminent.
Generally, the agreements provide severance compensation to those officers
if their employment should end under certain specified conditions after a change
of control of United. Compensation is paid upon any involuntary termination
following a change of control unless the officer is terminated for cause. In
addition, compensation will be paid after a change of control if the officer
voluntarily terminates employment because of a decrease in the total amount of
the officer's base salary below the level in effect on the date of consummation
of the change of control, without the officer's consent; a material reduction in
the importance of the officer's job responsibilities without the officer's
consent; geographical relocation of the officer without consent to an office
more than fifty (50) miles from the officer's location at the time of a change
of control; failure by United to obtain assumption of the contract by its
successor or any termination of employment within thirty-six (36) months after
consummation of a change of control which is effected for any reason other than
good cause.
Under the agreements, a change of control is deemed to occur in the event
of a change of ownership of United which must be reported to the Securities and
Exchange Commission as a change of control, including but not limited to the
acquisition by any "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities and Exchange Act of 1934 (the "Exchange Act") of direct or
indirect "beneficial ownership" (as defined by Rule 13d-3 under the Exchange
Act) of twenty-five percent (25%) or more of the combined voting power of
United's then outstanding securities, or the failure during any period of two
(2) consecutive years of individuals who at the beginning of such period
constitute the Board for any reason to constitute at least a majority thereof,
unless the election of each director who was not a director at the beginning of
such period has been approved in advance by directors representing at least
two-thirds (2/3) of the directors at the beginning of the period.
Under the agreements, severance benefits include: (a) cash payment equal to
the officers monthly base salary in effect on either (i) the date of
termination; (ii) the date immediately preceding the change of control,
whichever is higher, multiplied by the number of full months between the date of
termination and the date that is thirty-six (36) months after the date of
consummation of the change of control; (b) payment of cash incentive award, if
any, under United's Incentive Plan; (c) continuing participation in employee
benefit plans and programs such as retirement, disability and medical insurance
for a period of thirty-six (36) months following the date of termination.
The agreements do not effect the right of United to terminate the officer,
or change the salary or benefits of the officer, with or without good cause,
prior to any change of control; provided, however, any termination or change
which takes place after discussions have commenced which result in a change of
control will be presumed to be a violation of the agreement and will entitle the
officer to the benefits under the agreement, absent clear and convincing
evidence to the contrary.
Employee Benefit Plans. No directors or principal shareholders of United
and its subsidiaries, other than those persons who are salaried officers,
participate in any type of benefit plan of United.
United's subsidiaries provide, on a substantially non-contributory basis
for all full-time employees, life, disability, hospital and dental insurance.
Life insurance with value of 250% of base salary is provided to all full-time
employees, including executive officers. The premiums paid by United for life
insurance on any individual which has a face value greater than $50,000 is
properly reported as compensation. These plans do not discriminate, in scope,
terms or operation, in favor of the executive officers of United or its
subsidiaries and are available generally to all salaried employees of United and
its subsidiaries.
17
Each employee of United, or its participating subsidiaries, who completes
one year of eligible service and is 21 years of age is eligible to participate
in the Pension Plan. The plan is noncontributory on the part of the employee.
Vesting is attained with five years of participation.
- --------------------------------------------------------------------------------
PENSION PLAN TABLE
- --------------------------------------------------------------------------------
Years of Service
Remuneration 15 20 25 30 35
- ------------ -- -- -- -- --
$125,000 $30,744 $40,992 $51,241 $51,241 $51,241
150,000 37,307 49,742 62,178 62,178 62,178
175,000 37,307 49,742 62,178 62,178 62,178
200,000 37,307 49,742 62,178 62,178 62,178
225,000 37,307 49,742 62,178 62,178 62,178
250,000 37,307 49,742 62,178 62,178 62,178
275,000 37,307 49,742 62,178 62,178 62,178
300,000 37,307 49,742 62,178 62,178 62,178
325,000 37,307 49,742 62,178 62,178 62,178
350,000 37,307 49,742 62,178 62,178 62,178
375,000 37,307 49,742 62,178 62,178 62,178
400,000 37,307 49,742 62,178 62,178 62,178
425,000 37,307 49,742 62,178 62,178 62,178
450,000 37,307 49,742 62,178 62,178 62,178
475,000 37,307 49,742 62,178 62,178 62,178
500,000 37,307 49,742 62,178 62,178 62,178
The table above illustrates the operation of United's Pension Plan and
Supplemental Retirement Plan ("SERP") by showing various annual benefits, after
reduction for Social Security retirement income, assuming various annual base
salaries and years of credited service. Benefit figures shown are computed on
the assumption that participants retire at the normal retirement age of 65. For
purposes of the table, it is assumed each participant is receiving benefits from
the Pension Plan in the form of a life annuity. Benefits under the SERP are paid
in the form of a life annuity.
The SERP ensures that each participating executive officer, who retires at
age 65, receives a level of retirement benefits, without regard to years of
service, equal to 70% of the executive officer's average three highest base
salary during his employment with United or an affiliated or successor entity.
At the time a participating executive officer retires, the benefit the
participant is entitled to through the SERP is calculated, and then funds from
the following sources are deducted to determine the amount, if any, of the
payment due under the SERP: (i) the benefit under the Pension Plan; (ii) Social
Security benefits payable; and (iii) any benefits under United's Savings and
Stock Investment Plan.
The estimated credited years of service for each of the executive officers
named in the Summary Compensation Table under the Pension Plan as of December
31, 1998, are as follows: Mr. Adams 30 years; Mr. Clineburg 8 years; Mr. Wilson
27 years; Mr. Ellis 17 years; and Mr. Hayhurst 27 years.
Each employee of United, who completes one year of eligible service, is
eligible to participate in the United Savings and Stock Investment Plan, a
deferred compensation plan under Section 401(k) of the Internal
18
Revenue Code. Each participant may contribute from 1% to 10% of pretax earnings
to his/her account which may be invested in any of four investment options
chosen by the employee. United matches 100% of the first 2% of salary deferred
and 25% of the second 2% of salary deferred with United stock. Vesting is 100%
for employee deferrals and the company match at the time the employee makes
his/her deferral.
United employees may participate in an employee stock purchase plan whereby
its employees may purchase shares of United's common stock. Purchases made by
employees under this plan are coordinated by the Trust Department of UNB, and
involve stock purchased at market price for this purpose.
- --------------------------------------------------------------------------------
PRINCIPAL STOCKHOLDERS
- --------------------------------------------------------------------------------
Principal Shareholder of United
The following table lists each shareholder of United who is the beneficial
owner of more than 5% of United's common stock, the only class of stock
outstanding, as of February 28, 1999.
Amount and Nature of Percent of
Title of Class Name and Address of Beneficial Owner Beneficial Ownership (1) Class
- -------------- ------------------------------------ ------------------------ ----------
Common Stock United National Bank Trust Department 3,459,579 8.00%
514 Market Street, Parkersburg, WV 26101
(3,459,579 shares or 8.00% are registered
under the nominee name of Parbanc Co.)
(1) UNB is a wholly-owned subsidiary of United and its Trust Department holds
in fiduciary or agency capacity 3,459,574 shares of United's stock. The
investment authority for these shares is held by the Trust Department and
is exercised by UNB's Board of Directors. Of these total shares, sole
voting authority for 2,545,719 shares is held by the Trust Department and
is exercised by UNB's Board of Directors.
Beneficial Ownership of Named Executive Officers
The following table sets forth certain information regarding the named
executives beneficial ownership of common stock of United as of February
28,1999:
Shares of Common
Stock of the Company
Beneficially Owned (1)
--------------------------------------
Title of Class Name of Officer Number of Shares Percent of Class
- -------------- --------------- ---------------- ----------------
Common Stock Richard M. Adams 743,180 1.72%
Common Stock Bernard H. Clineburg 139,226 0.32%
Common Stock Steven E. Wilson 126,502 0.29%
Common Stock Gary L. Ellis 90,057 0.21%
Common Stock James B. Hayhurst, Jr. 106,808 0.25%
(1) The amounts shown represent the total shares owned directly by such named
executive officers together with shares which are owned indirectly. The
direct shares include shares which are issuable upon the exercise of all
stock options currently exercisable. These individuals have the right to
acquire the shares indicated after their names, upon exercise of such stock
options: Mr. Adams, 216,856; Mr. Clineburg, 48,590; Mr. Wilson, 36,056; Mr.
Ellis, 77,112; and Mr. Hayhurst, 76,140. The indirect shares include those
shares owned by spouses and immediate family members, shares held in trust
in which the executive is a beneficiary, and shares held by a corporation
which the executive controls.
19
- --------------------------------------------------------------------------------
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION
OF PROXY PROPOSALS, NOMINATIONS OF DIRECTORS, AND
OTHER BUSINESS OF SHAREHOLDERS
- --------------------------------------------------------------------------------
Nomination of Directors
Nominations may be made only if such nominations are made in accordance
with the procedures set forth in Article II, Section 5 of the Restated Bylaws of
United, which section, in full, is set forth below:
Section 5. Nomination of Directors. Directors shall be nominated by the
Board prior to the giving of notice of any meeting of shareholders wherein
directors are to be elected. Additional nominations of directors may be made by
any shareholder; provided that such nomination or nominations must be made in
writing, signed by the shareholder and received by the Chairman or President no
later than ten (10) days from the date the notice of the meeting of shareholders
was mailed; however, in the event that notice is mailed less than thirteen (13)
days prior to the meeting, such nomination or nominations must be received no
later than three (3) days prior to any meeting of the shareholders wherein
directors are to be elected.
Stock Transfers
United Bankshares, Inc. common stock is listed on NASDAQ, National
Association of Securities Dealers Quotation System, National Market System. The
quotation symbol is "UBSI".
Independent Auditors
Ernst & Young LLP, Charleston, West Virginia, has served as the independent
auditors for United and its subsidiaries since 1986 and has been selected by the
Board of Directors to continue as the independent auditors for United and its
subsidiaries for the next fiscal year. Representatives of Ernst & Young LLP will
be present at the Annual Meeting and will have an opportunity to make a
statement if they desire to do so. Such representatives of the firm will be
available to respond to appropriate shareholder inquiries at the Annual Meeting.
Shareholder Proposals for 2000 Annual Meeting
Presently, the next annual meeting of United shareholders is scheduled for
May 15, 2000. Any shareholder proposals to be presented at that 2000 Annual
Meeting must be received at the principal office of United no later than
November 12, 1999. If the scheduled date for the 2000 Annual Meeting is changed
by more than thirty (30) days, shareholders will be informed of the new meeting
date and the revised date by which shareholder proposals must be received.
20
- --------------------------------------------------------------------------------
FORM 10-K
- --------------------------------------------------------------------------------
The Company will furnish without charge to each person whose proxy is being
solicited, upon the request of any such person, a copy of the company's annual
report on form 10-K For 1998. Requests for copies of such report should be
directed to Shareholder Relations, United Bankshares, Inc., P. O. Box 1508,
Parkersburg, West Virginia 26102.
- --------------------------------------------------------------------------------
Whether or not you plan to attend the Meeting, please mark, sign, date and
promptly return the enclosed proxy in the enclosed envelope. No postage is
required for mailing in the United States.
By Order of the Board of Directors
/s/ RICHARD M. ADAMS
Richard M. Adams
Chairman of the Board and
Chief Executive Officer
April 7, 1999
21