EXHIBIT 8
January 11, 1994
First Fidelity Bancorp, Inc.
301 Adams Street
Fairmont, WV 26555
Wesbanco, Inc.
Bank Plaza
Wheeling, WV 26003
Ladies & Gentlemen:
You have requested our opinion as to certain federal income tax
consequences of a transaction (the "Merger") in which First Fidelity Bancorp,
Inc. ("First Fidelity") will merge with and into FFB Corporation ("FFB"), a
wholly-owned subsidiary of Wesbanco, Inc. ("Wesbanco"). Specifically, Wesbanco
and First Fidelity have requested our opinion that the Merger will qualify as a
reorganization within the meaning of section 368(a) of the Internal Revenue Code
of 1986, as amended (the "Code").
In rendering this opinion, we have reviewed the Agreement and Plan of
Merger, dated as of August 26, 1993 (the "Merger Agreement"), among Wesbanco,
First Fidelity and FFB, Wesbanco's registration statement on Form S-4 dated
January 11, 1994 ("Form S-4"), and such other documents as we have deemed
necessary or appropriate for purposes of this opinion. We have assumed, without
independent verification, the genuineness of all signatures and the authenticity
of all documents submitted to us. As to various matters of fact material to
this opinion, we have relied upon the Certificate of Factual Matters dated
January 11, 1994, executed by Wesbanco and the Certificate of Factual Matters
dated January 11, 1994, executed by First Fidelity (said certificates
collectively referred to herein as the "Certificates").
Our opinion is based on the facts described below and any other relevant
facts set forth in the Merger Agreement and
First Fidelity Bancorp, Inc.
January 11, 1994
Page 2
Form S-4 which are incorporated herein as though fully set forth herein. All
capitalized terms not otherwise defined herein have the same meaning as such
terms are given in the Merger Agreement and/or Form S-4.
FACTS
-----
Wesbanco is a multi-bank holding company incorporated under the laws of the
State of West Virginia which conducts a general commercial banking and trust
business through its bank subsidiaries. It owns nine (9) subsidiary banks
located in West Virginia and Ohio with its principal subsidiary being Wesbanco
Bank Wheeling.
FFB is a wholly-owned subsidiary of Wesbanco which has been formed for
purposes of effecting the Merger.
First Fidelity is a multi-bank holding company incorporated under the laws
of the State of West Virginia which conducts a general commercial banking and
trust business through its bank subsidiaries. It owns four (4) subsidiary banks
located in West Virginia with its principal subsidiary being the First National
Bank of Fairmont.
Pursuant to the Merger Agreement, First Fidelity will merge with and into
FFB, a wholly-owned subsidiary of Wesbanco, with FFB being the surviving
corporation under the Articles of Incorporation of FFB. In the Merger, (i) each
of the outstanding shares of First Fidelity preferred stock, par value $1.25 per
share ("First Fidelity Preferred Stock"), at the effective time of the Merger
will be converted into one share of Wesbanco preferred stock, par value $1.25
per share ("Wesbanco Preferred Stock"), and (ii) each of the outstanding shares
of First Fidelity common stock, $1.25 par value per share ("First Fidelity
Common Stock"), at the effective time of the Merger will be converted to nine-
tenths (.9) shares of Wesbanco common stock, $2.0833 par value per share
("Wesbanco Common Stock").
ASSUMPTIONS
-----------
We have assumed, based upon representations made by Wesbanco and First
Fidelity in the Certificates the following:
1. The fair market value of the Wesbanco Common Stock and other
consideration received by each holder of shares of the First Fidelity
Common Stock as a result of the Merger will be approximately equal to the
fair market value of the
First Fidelity Bancorp, Inc.
January 11, 1994
Page 3
First Fidelity Common Stock surrendered in exchange therefor.
2. The fair market value of the Wesbanco Preferred Stock and other
consideration received by each holder of shares of First Fidelity Preferred
Stock as a result of the Merger will be approximately equal to the fair
market value of the First Fidelity Preferred Stock surrendered in exchange
therefor.
3. To the best knowledge of each of First Fidelity and Wesbanco,
there is no plan or intention on the part of the shareholders of First
Fidelity to sell, exchange or otherwise dispose of a number of shares of
Wesbanco Common Stock and Wesbanco Preferred Stock received in the Merger
that would reduce the First Fidelity shareholders' ownership of Wesbanco
Common Stock and Wesbanco Preferred Stock to a number of shares having a
value, as of the date of the Merger, of less than 50 percent of the value
of all of the formerly outstanding shares of First Fidelity Common Stock
and shares of First Fidelity Preferred Stock as of the same date. For
purposes of this representation, shares of First Fidelity Common Stock
exchanged for cash in lieu of fractional shares of Wesbanco Common Stock
will be treated as outstanding First Fidelity Common Stock on the date of
the Merger. Moreover, shares of First Fidelity Common Stock and shares of
First Fidelity Preferred Stock and shares of Wesbanco Common Stock and
shares of Wesbanco Preferred Stock held by First Fidelity shareholders and
otherwise sold, redeemed, or disposed of prior or subsequent to the Merger
will be considered in making this representation.
4. FFB will acquire at least 90 percent of the fair market value of
the net assets and at least 70 percent of the fair market value of the
gross assets held by First Fidelity immediately prior to the Merger. For
purposes of this representation, amounts paid by First Fidelity to
shareholders who receive cash, First Fidelity assets used to pay its
reorganization expenses, and all redemptions and distributions (except for
regular, normal dividends) made by First Fidelity immediately preceding the
transfer, will be included as assets of First Fidelity held immediately
prior to the consummation of the Merger.
5. Prior to the Merger, Wesbanco will be in control of FFB within the
meaning of Section 368(c)(1) of the Code.
First Fidelity Bancorp, Inc.
January 11, 1994
Page 4
6. Following the Merger, FFB will not issue additional shares of its
stock that would result in Wesbanco losing control of FFB within the
meaning of Section 368(c)(1) of the Code.
7. Wesbanco has no plan or intention to reacquire any of its stock
issued in the Merger.
8. Wesbanco has no plan or intention to liquidate FFB, to merge FFB
with and into another corporation, to sell or otherwise dispose of the
stock of FFB, or to cause FFB to sell or otherwise dispose of any of the
assets of First Fidelity acquired in the Merger, except for dispositions
made in the ordinary course of business or transfers described in Section
368(a)(2)(C) of the Code.
9. The liabilities of First Fidelity assumed by FFB and the
liabilities to which the transferred assets of First Fidelity are subject
were incurred by First Fidelity in the ordinary course of its business.
10. Following the Merger, FFB will continue the historic business of
First Fidelity or use a significant portion of First Fidelity's business
assets in a business.
11. Wesbanco, FFB, First Fidelity, and the shareholders of First
Fidelity will pay their respective expenses, if any, incurred in connection
with the Merger.
12. There is no intercorporate indebtedness existing between Wesbanco
and First Fidelity or between FFB and First Fidelity that was issued,
acquired, or will be settled at a discount.
13. No two parties to the Merger are investment companies as defined
in Section 368(a)(2)(F)(iii) and (iv) of the Code.
14. First Fidelity is not under the jurisdiction of a court in a
Title 11 or similar case within the meaning of Section 368(a)(3)(A) of the
Code.
15. The fair market value of the assets of First Fidelity transferred
to FFB will equal or exceed the sum of the liabilities assumed by FFB, plus
the amount of liabilities, if any, to which the transferred assets are
subject.
First Fidelity Bancorp, Inc.
January 11, 1994
Page 5
16. No stock of FFB will be issued in the Merger.
17. The payment of cash in lieu of fractional shares of the First
Fidelity Common Stock is solely for the purpose of avoiding the expense and
inconvenience to Wesbanco of issuing fractional shares and does not
represent separately bargained-for consideration. The total cash
consideration that will be paid in the Merger to First Fidelity
shareholders instead of issuing fractional shares of Wesbanco Common Stock
will not exceed one percent of the total consideration that will be issued
in the Merger to First Fidelity shareholders in exchange for their shares
of the First Fidelity Common Stock. The fractional share interests of each
First Fidelity shareholder will be aggregated, and no First Fidelity
shareholder will receive cash in lieu of a fractional share in an amount
equal to or greater than the value of one full share of Wesbanco Common
Stock.
18. The Merger is being entered into and carried out for a bona fide
business purpose.
OPINION
-------
Based solely upon the facts and representations set forth above, and
assuming the Merger is consummated in accordance with the Merger Agreement, it
is our opinion that:
(a) The Merger will constitute a "reorganization" within the
meaning of Section 368(a) of the Code, and Wesbanco, First Fidelity
and FFB will each be a "party to the reorganization" as defined in IRC
Section 368(b);
(b) No gain or loss will be recognized by Wesbanco, First
Fidelity or FFB by reason of their participation in the Merger;
(c) No gain or loss will be recognized by the shareholders of
First Fidelity as a result of their exchange of First Fidelity Common
Stock or First Fidelity Preferred Stock for shares of Wesbanco Common
Stock or shares of Wesbanco Preferred Stock, except to the extent any
shareholder receives cash in lieu of a fractional share or as a
dissenting shareholder;
First Fidelity Bancorp, Inc.
January 11, 1994
Page 6
(d) The payment of cash in lieu of fractional share interests of
Wesbanco Common Stock will be treated as if the fractional shares were
distributed as part of the exchange and then redeemed by Wesbanco and
these cash payments will be treated as having been received as
distributions in full payment in exchange for the said fractional
shares of First Fidelity Common Stock redeemed;
(e) The holding period of the Wesbanco Common Stock received by
each holder of First Fidelity Common Stock will include the period
during which the shares of First Fidelity Common Stock surrendered in
exchange therefor were held, provided that such shares of First
Fidelity Common Stock were held as a capital asset in the hands of the
holder on the date of exchange;
(f) The holding period of the Wesbanco Preferred Stock received
by each holder of First Fidelity Preferred Stock will include the
period during which the shares of First Fidelity Preferred Stock
surrendered in exchange therefor were held, provided, that such shares
of First Fidelity Preferred Stock were held as a capital asset in the
hands of the holder on the date of the exchange;
(g) The Federal income tax basis of the Wesbanco Common Stock
received by each holder of First Fidelity Common Stock will be the
same as the basis of the stock surrendered in exchange therefor; and
(h) The Federal income tax basis of the Wesbanco Preferred Stock
received by each holder of First Fidelity Preferred Stock will be the
same as the basis of the stock surrendered in exchange therefor.
This opinion is based on the Code, Treasury Regulations, Internal
Revenue Service rulings, judicial decisions, and other applicable authority, all
as in effect on the date of this opinion. The legal authorities on which this
opinion is based may be changed at any time. Any such changes may be
retroactively applied and could modify the opinions expressed above. This
opinion does not address any tax considerations under foreign, state or local
laws, or the tax considerations to certain Wesbanco or First Fidelity
shareholders in light of their particular circumstances, including persons who
are not United States persons or who are resident aliens, life
First Fidelity Bancorp, Inc.
January 11, 1994
Page 7
insurance companies, dealers in securities, tax exempt entities, shareholders
who obtained their Wesbanco or First Fidelity common stock through the exercise
of employee stock options or through other compensation arrangements, or
shareholders who do not hold Wesbanco Common Stock or Wesbanco Preferred Stock
or First Fidelity Common Stock or First Fidelity Preferred Stock as "capital
assets" within the meaning of Section 1221 of the Code.
This opinion is not and does not constitute advice on federal income tax
consequences to any particular Wesbanco or First Fidelity shareholder. Because
the federal income tax consequences discussed above depend upon each Wesbanco or
First Fidelity shareholder's particular tax status, each shareholder should
consult the shareholder's own tax advisor for advice on the tax consequences of
the Merger to the shareholder.
This letter is solely for your information in connection with the
proposed Merger. Except for filing with the Securities and Exchange Commission
as an exhibit to the Joint Proxy Statement/Prospectus and for the summary
thereof contained in the Joint Proxy Statement/Prospectus, this letter is not to
be quoted in whole or in part, nor filed with any government agency or any other
person, without the prior written consent of this firm.
Very truly yours,
KIRKPATRICK & LOCKHART
FIRST FIDELITY
CERTIFICATE OF
FACTUAL MATTERS
---------------
To: Kirkpatrick & Lockhart
This certificate is being furnished to you in connection with your
opinion as to certain federal income tax consequences of a transaction (the
"Merger") in which First Fidelity Bancorp, Inc. ("First Fidelity") will merge
with and into FFB Corporation ("FFB"), a wholly-owned subsidiary of Wesbanco,
Inc. ("Wesbanco"). Unless otherwise defined herein, capitalized terms used in
this Certificate have the meaning set forth in the Agreement and Plan of Merger,
dated as of August 26, 1993 (the "Merger Agreement"), between Wesbanco and First
Fidelity. The undersigned, Frank R. Kerekes, hereby certifies as follows:
1. The undersigned, Frank R. Kerekes, is the duly appointed Chief
Financial Officer of First Fidelity.
2. First Fidelity is a multi-bank holding company incorporated under
the laws of the State of West Virginia which conducts a general commercial
banking and trust business through its bank subsidiaries. It owns four (4)
subsidiary banks located in West Virginia with its principal subsidiary being
First National Bank in Fairmont.
3. Pursuant to the Merger Agreement, First Fidelity will merge with and
into FFB, a wholly-owned subsidiary of Wesbanco with FFB being the surviving
corporation. In the Merger: (i) each of the outstanding shares of First
Fidelity preferred stock, par value $1.25 per share ("First Fidelity Preferred
Stock") at the effective time of the Merger, will be converted into one share of
Wesbanco preferred stock par value $1.25 per share ("Wesbanco Preferred Stock");
(ii) each of the outstanding shares of First Fidelity common stock, $1.25 par
value per share ("First Fidelity Common Stock"), at the effective time of the
Merger will be converted to nine-tenths (.9) share of Wesbanco common stock,
$2.0833 par value per share ("Wesbanco Common Stock").
4. The fair market value of the Wesbanco Preferred Stock and other
consideration received by each holder of shares of First Fidelity Preferred
Stock as a result of the Merger will be approximately equal to the fair market
value of the First Fidelity
Preferred Stock surrendered in exchange therefor. The fair market value of the
Wesbanco Common Stock and other consideration received by each holder of shares
of the First Fidelity Common Stock as a result of the Merger will be
approximately equal to the fair market value of the First Fidelity Common Stock
surrendered in exchange therefor.
5. To the best knowledge of First Fidelity, no holders of First
Fidelity Common Stock or First Fidelity Preferred Stock plan or intend to sell,
exchange or otherwise dispose of in the foreseeable future a number of shares of
Wesbanco Common Stock or Wesbanco Preferred Stock received pursuant to the
Merger such that the ownership of Wesbanco Common Stock and Wesbanco Preferred
Stock would be reduced to a number of shares having a value, as of the date of
the Merger, of less than 50 percent of the value of all of the outstanding First
Fidelity Common Stock and First Fidelity Preferred Stock as of the same date.
For purposes of this representation, shares of First Fidelity Common Stock or
First Fidelity Preferred Stock surrendered upon the exercise of dissenters'
rights or exchanged for cash in lieu of fractional shares of Wesbanco Common
Stock will be treated as outstanding First Fidelity Common Stock on the date of
the Merger. Moreover, shares of Wesbanco Common Stock or Wesbanco Preferred
Stock and shares of First Fidelity Common Stock or First Fidelity Preferred
Stock held by First Fidelity stockholders and otherwise sold, redeemed, or
disposed of prior or subsequent to the Merger will be considered in making this
representation.
6. FFB will acquire at least 90 percent of the fair market value of the
net assets and at least 70 percent of the fair market value of the gross assets
held by First Fidelity immediately prior to the Merger. For purposes of this
representation, amounts paid by First Fidelity to shareholders who receive cash,
First Fidelity assets used to pay its reorganization expenses, and all
redemptions and distributions (except for regular, normal dividends) made by
First Fidelity immediately preceding the transfer, will be included as assets of
First Fidelity held immediately prior to the consummation of the Merger.
7. To the best knowledge of First Fidelity, Wesbanco has no plan or
intention to liquidate FFB, to merge FFB with and into another corporation, to
sell or otherwise dispose of the stock of FFB, or to cause FFB to sell or
otherwise dispose of any of the assets of First Fidelity acquired in the Merger,
except for dispositions made in the ordinary course of business or transfers
described in Section 368(a)(2)(C) of the Code.
8. The liabilities of First Fidelity assumed by FFB and the liabilities
to which the transferred assets of First Fidelity are subject were incurred by
First Fidelity in the ordinary course of its business.
9. To the best knowledge of First Fidelity, following the Merger, FFB
will continue the historic business of First Fidelity
or use a significant portion of First Fidelity's business assets in a business.
10. Wesbanco, FFB, First Fidelity, and the shareholders of First
Fidelity will pay their respective expenses, if any, incurred in connection with
the Merger.
11. There is no intercorporate indebtedness existing between Wesbanco
and First Fidelity or between FFB and First Fidelity that was issued, acquired,
or will be settled at a discount.
12. First Fidelity is not an investment company as defined in Section
368(a)(2)(F)(iii) and (iv) of the Code.
13. The fair market value of the assets of First Fidelity transferred to
FFB will equal or exceed the sum of the liabilities assumed by FFB, plus the
amount of liabilities, if any, to which the transferred assets are subject.
14. The payment of cash in lieu of fractional shares of the First
Fidelity Common Stock is solely for the purpose of avoiding the expense and
inconvenience to Wesbanco of issuing fractional shares and does not represent
separately bargained-for consideration. The total cash consideration that will
be paid in the Merger to First Fidelity shareholders instead of issuing
fractional shares of Wesbanco Common Stock will not exceed one percent of the
total consideration that will be issued in the Merger to First Fidelity
shareholders in exchange for their shares of the First Fidelity Common Stock.
The fractional share interests of each First Fidelity shareholder will be
aggregated, and no First Fidelity shareholder will receive cash in lieu of a
fractional share in an amount equal to or greater than the value of one full
share of Wesbanco Common Stock.
15. The Merger is being entered into and carried out for a bona fide
business purpose.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
this 11th day of January, 1994.
FIRST FIDELITY BANCORP, INC.
/s/ Frank R. Kerekes
By: __________________________
Frank R. Kerekes
Chief Financial Officer
WESBANCO
CERTIFICATE OF
FACTUAL MATTERS
---------------
To: Kirkpatrick & Lockhart
This certificate is being furnished to you in connection with your
opinion as to certain federal income tax consequences of a transaction (the
"Merger") in which First Fidelity Bancorp, Inc. ("First Fidelity") will merge
with and into FFB Corporation ("FFB"), a wholly-owned subsidiary of Wesbanco,
Inc. ("Wesbanco"). Unless otherwise defined herein, capitalized terms used in
this Certificate have the meaning set forth in the Agreement and Plan of Merger,
dated as of August 26, 1993 (the "Merger Agreement"), between Wesbanco and First
Fidelity. The undersigned, Paul M. Limbert, hereby certifies as follows:
1. The undersigned, Paul M. Limbert, is the duly appointed Chief
Financial Officer of Wesbanco.
2. Wesbanco is a multi-bank holding company incorporated under the laws
of the State of West Virginia which conducts a general commercial banking and
trust business through its bank subsidiaries. It owns nine (9) subsidiary banks
located in West Virginia and Ohio with its principal subsidiary being Wesbanco
Bank Wheeling.
3. FFB is a wholly-owned subsidiary of Wesbanco which has been formed
for purposes of effecting the Merger.
4. Pursuant to the Merger Agreement, First Fidelity will merge with and
into FFB, a wholly-owned subsidiary of Wesbanco with FFB being the surviving
corporation. In the Merger: (i) each of the outstanding shares of First Fidelity
preferred stock, par value $1.25 per share ("First Fidelity Preferred Stock") at
the effective time of the Merger, will be converted into one share of Wesbanco
preferred stock par value $1.25 per share ("Wesbanco Preferred Stock"); (ii)
each of the outstanding shares of First Fidelity common stock, $1.25 par value
per share ("First Fidelity Common Stock"), at the effective time of the Merger
will be converted to nine-tenths (.9) share of Wesbanco common stock, $2.0833
par value per share ("Wesbanco Common Stock").
5. The fair market value of the Wesbanco Preferred Stock and other
consideration received by each holder of shares of First Fidelity Preferred
Stock as a result of the Merger will be approximately equal to the fair market
value of the First Fidelity Preferred Stock surrendered in exchange therefor.
The fair market
value of the Wesbanco Common Stock and other consideration received by each
holder of shares of the First Fidelity Common Stock as a result of the Merger
will be approximately equal to the fair market value of the First Fidelity
Common Stock surrendered in exchange therefor.
6. To the best knowledge of Wesbanco, no holders of First Fidelity
Common Stock or First Fidelity Preferred Stock plan or intend to sell, exchange
or otherwise dispose of in the foreseeable future a number of shares of Wesbanco
Common Stock or Wesbanco Preferred Stock received pursuant to the Merger such
that the ownership of Wesbanco Common Stock or Wesbanco Preferred Stock would be
reduced to a number of shares having a value, as of the date of the Merger, of
less than 50 percent of the value of all of the outstanding First Fidelity
Common Stock and First Fidelity Preferred Stock as of the same date. For
purposes of this representation, shares of First Fidelity Common Stock and First
Fidelity Preferred Stock surrendered upon the exercise of dissenters' rights or
shares of First Fidelity Common Stock exchanged for cash in lieu of fractional
shares of Wesbanco Common Stock will be treated as outstanding First Fidelity
Common Stock or First Fidelity Preferred Stock on the date of the Merger.
Moreover, shares of Wesbanco Common Stock or Wesbanco Preferred Stock and shares
of First Fidelity Common Stock or First Fidelity Preferred Stock held by First
Fidelity stockholders and otherwise sold, redeemed, or disposed of prior or
subsequent to the Merger will be considered in making this representation.
7. FFB will acquire at least 90 percent of the fair market value of the
net assets and at least 70 percent of the fair market value of the gross assets
held by First Fidelity immediately prior to the Merger. For purposes of this
representation, amounts paid by First Fidelity to shareholders who receive cash,
First Fidelity assets used to pay its reorganization expenses, and all
redemptions and distributions (except for regular, normal dividends) made by
First Fidelity immediately preceding the transfer, will be included as assets of
First Fidelity held immediately prior to the consummation of the Merger.
8. Prior to the Merger, Wesbanco will be in control of FFB within the
meaning of Section 368(c)(1) of the Internal Revenue Code of 1986, as amended
(the "Code").
9. Following the Merger, FFB will not issue additional shares of its
stock that would result in Wesbanco losing control of FFB within the meaning of
Section 368(c)(1) of the Code.
10. Wesbanco has no plan or intention to reacquire any of its stock
issued in the Merger.
11. Wesbanco has no plan or intention to liquidate FFB, to merge FFB
with and into another corporation, to sell or otherwise dispose of the stock of
FFB, or to cause FFB to sell or otherwise dispose of any of the assets of First
Fidelity acquired
in the Merger, except for dispositions made in the ordinary course of business
or transfers described in Section 368(a)(2)(C) of the Code.
12. Following the Merger, FFB will continue the historic business of
First Fidelity or use a significant portion of First Fidelity's business assets
in a business.
13. Wesbanco, FFB, First Fidelity, and the shareholders of First
Fidelity will pay their respective expenses, if any, incurred in connection with
the Merger.
14. There is no intercorporate indebtedness existing between Wesbanco
and First Fidelity or between FFB and First Fidelity that was issued, acquired,
or will be settled at a discount.
15. Neither Wesbanco nor FFB is an investment company as defined in
Section 368(a)(2)(F)(iii) and (iv) of the Code.
16. The fair market value of the assets of First Fidelity transferred to
FFB will equal or exceed the sum of the liabilities assumed by FFB, plus the
amount of liabilities, if any, to which the transferred assets are subject.
17. No stock of FFB will be issued in the Merger.
18. The payment of cash in lieu of fractional shares of the First
Fidelity Common Stock is solely for the purpose of avoiding the expense and
inconvenience to Wesbanco of issuing fractional shares and does not represent
separately bargained-for consideration. The total cash consideration that will
be paid in the Merger to First Fidelity shareholders instead of issuing
fractional shares of Wesbanco Common Stock will not exceed one percent of the
total consideration that will be issued in the Merger to First Fidelity
shareholders in exchange for their shares of the First Fidelity Common Stock.
The fractional share interests of each First Fidelity shareholder will be
aggregated, and no First Fidelity shareholder will receive cash in lieu of a
fractional share in an amount equal to or greater than the value of one full
share of Wesbanco Common Stock.
19. The Merger is being entered into and carried out for a bona fide
business purpose.
IN WITNESS WHEREOF, the undersigned has executed this Certificate
this 11th day of January, 1994.
WESBANCO, INC.
/s/ Paul M. Limbert
By: __________________________
Paul M. Limbert
Chief Financial Officer