NOTICE OF ANNUAL MEETING OF THE
SHAREHOLDERS OF
FIRST WEST VIRGINIA BANCORP, INC.
Wheeling, West Virginia
March 17, 1998
TO OUR SHAREHOLDERS:
Please take notice that the Annual Meeting of Shareholders of First
West Virginia Bancorp, Inc., a West Virginia corporation, will be held at the
Warwood Office of Progressive Bank, N.A., 1701 Warwood Avenue, Wheeling, West
Virginia, at 4:00 p.m., on April 14, 1998. Shareholders of record at the
close of business on March 10, 1998 will be entitled to vote.
While the Board of Directors sincerely hopes that all of you will
attend the meeting, we nevertheless urge you to COMPLETE, DATE, SIGN AND
RETURN THE PROXY FORM, ENCLOSED, AS SOON AS POSSIBLE. A self-addressed
stamped envelope is provided for the purpose. You should return the proxy
whether or not you plan to attend the meeting in person. If you do attend the
meeting, you may withdraw the proxy and vote in person if you so desire.
The purposes of the Annual Meeting are as follows:
1. To elect four directors;
2. To transact such other business as may lawfully be brought before the
meeting.
By order of the Board of Directors.
Ronald L. Solomon
President
FIRST WEST VIRGINIA BANCORP, INC.
1701 Warwood Avenue, Wheeling, West Virginia 26003
PROXY STATEMENT
For Annual Meeting of Shareholders to be Held April 14, 1998
The proxy statement is furnished to the shareholders of First West Virginia
Bancorp, Inc., (the "Company"), in connection with the solicitation of proxies
for use at the Annual Meeting of Shareholders to be held April 14, 1998, and
at all adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Shareholders. This proxy statement and the
enclosed form of proxy are first being mailed to shareholders on or about
March 17, 1998.
Whether or not you expect to be personally present at the meeting, you are
requested to fill in, sign, date and return the enclosed form of proxy. Any
person giving such proxy has the right to revoke it at any time before it is
voted by giving notice to the Secretary of the Company. All shares
represented by duly executed proxies in the accompanying form will be voted
unless revoked prior to the voting thereof. A proxy may be revoked at any
time before it is voted at the meeting by executing a later dated proxy, or by
voting in person at the meeting, or by filing a written revocation with the
judges of election. The presence, in person or by proxy, of a majority of the
outstanding shares of common stock is required to constitute a quorum.
Assuming the presence of a quorum, the election of directors described below
will be by a majority vote. Any other business to come before the meeting
shall be determined as provided in the Company's Articles of Incorporation.
The close of business on March 10, 1998 has been fixed as the record date for
the determination of shareholders entitled to vote at the Annual Meeting of
Shareholders. As of the record date, there were outstanding and entitled to
be voted at such meeting 1,209,085 shares of common stock. The holders of the
common stock will be entitled to one vote for each share of common stock held
of record on the record date. In the election for directors votes may be
cumulated as provided by law. Please see Voting, below.
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1997 accompanies this proxy statement.
The solicitation of this proxy is made by the Board of Directors of the
Company. The solicitation will be by mail and the expense thereof will be
paid by the Company. In addition, solicitation of proxies may be made by
telephone or other means by directors, officers or regular employees of the
Company.
I. Election of Directors
Nominees and Continuing Directors
The Board of Directors is divided into three classes, with the terms of office
of each class ending in successive years. Four directors of the Company are
to be elected to Class III, for terms expiring at the Annual Meeting in 2001
or until their respective successors have been elected and have qualified.
Certain information with respect to the nominees for election as directors
proposed by the Company and
the other directors whose terms of office as directors will continue after the
Annual Meeting is set forth below. Should any one or more of the nominees be
unable or unwilling to serve (which is not expected), the proxies (except
proxies marked to the contrary) will be voted for such other person or persons
as the Board of Directors of the Company may recommend.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR EACH OF THE
NOMINEES FOR DIRECTOR.
Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (13)(14) Since (1) Owned (2)
- ----------------------------------------- --------- --------------
To be elected to Class III, for terms ending in 2001
- ----------------------------------------------------
R. Clark Morton, 69 1965 34,238(3)
Attorney-at-Law, Partner, Herndon, Morton,
Herndon & Yaeger; Chairman of the Board
and Director of Progressive Bank, N.A.
William G. Petroplus, 50 1998 5,050(4)
Attorney-at-Law, Partner, Petroplus &
Gaudino; Director of Progressive Bank, N.A.
Peter C. Schuetz, 72 1979 34,194
President and General Manager, Town and
Country Dairy; Retired Consultant, United Dairy;
Director of Progressive Bank, N.A.
Ronald L. Solomon, 58 1978 16,028(5)
President and Chief Executive Officer
of the Company; Vice Chairman of the
Board and Chief Executive Officer
and Director of Progressive Bank, N.A.;
Vice Chairman of the Board and Director
of Progressive Bank, N.A.-Buckhannon
2
Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (13)(14) Since (1) Owned (2)
- ----------------------------------------- --------- --------------
Class I Directors, to continue in office until 1999
George F. Beneke, 84 1958 70,482(6)
President of the Beneke Corporation;
Retired Attorney-at-Law; Chairman of the
Board and Director of the Company;
Director of Progressive Bank, N.A.
Laura G. Inman, 56 1993 88,499(7)
Vice Chairman of the Board and Director
of the Company; Senior Vice President
and Director of Progressive Bank, N.A.
Karl W. Neumann, 77 1964 36,766(8)
Retired Insurance Executive; Director
of Progressive Bank, N.A.
Class II Directors, to continue in office until 2000
- ----------------------------------------------------
Sylvan J. Dlesk, 59 1988 95,479(9)
President of Dlesk, Inc., President of Ohio
Valley Carpeting, Inc. and President of Tri-State
Floor Installations, Inc.,; Director of
Progressive Bank, N.A.
Benjamin R. Honecker, 78 1973 23,592(10)
Attorney-at-Law, Partner, Honecker & Bippus;
Director of Progressive Bank, N.A.
James C. Inman, Jr., 56 1993 88,499(11)
Retired Bank Executive; Director of
Progressive Bank, N.A.
Thomas A. Noice, 75 1988 6,598(12)
Retired Bank Executive; Trustee-Treasurer,
Belmont Community Hospital, Bellaire, Ohio
3
Notes (1) Includes service with the Company's predecessors.
- -----
(2) Beneficial ownership of First West Virginia common stock is
stated as of February 12, 1998. Under rules of the Securities
and Exchange Commission, persons who have power to vote or
dispose of securities, either alone or jointly with others,
are deemed to be the beneficial owners of such securities.
Shares owned separately by spouses are included in the column
totals but are identified in the footnotes which follow. Each
person reflected in the table has both sole voting power and
sole investment power with respect to the shares included in
the table, except as described in the footnotes.
(3) Includes 17,482 shares owned by Patricia H. Morton, his wife,
and 8,680 shares owned jointly by R. Clark Morton and Patricia
H. Morton.
(4) Includes 636 shares owned jointly by William G. Petroplus and
Sheree A. Petroplus; 318 shares owned by Sheree A. Petroplus,
his wife; 318 shares owned by Kristen G.Petroplus, his
daughter, for which William G. Petroplus acts as custodian;
and 318 shares owned jointly by Alyssa R. Petroplus, his
daughter, for which William G. Petroplus acts as custodian.
(5) Includes 16,028 shares owned jointly by Mr. Solomon and
Patricia H. Solomon, his wife.
(6) Includes 28,252 shares held by WesBanco Bank Wheeling, as
trustee under the will of Sarah E. Beneke, deceased, and
includes 10,417 shares owned by the Beneke Corporation, of
which Mr. Beneke is a principal.
(7) Includes 12,999 shares owned by James C. Inman, Jr., her
husband.
(8) Includes 15,984 shares owned by Elizabeth H. Neumann, his
wife.
(9) Includes 95,376 shares owned jointly by Mr. Dlesk and Rosalie
J. Dlesk, his wife.
(10) Excludes 3,949 shares owned jointly by Elizabeth R. Honecker,
his daughter, and Janet L. Honecker, his wife, as to which
shares Mr. Honecker disclaims beneficial ownership.
(11) Includes 75,500 shares owned by Laura G. Inman, his wife.
(12) Includes 718 shares owned jointly by Judith A. Noice, wife of
Thomas A. Noice, and Julia Vejvoda and 5,880 shares owned
jointly by Thomas A. Noice and Judith A. Noice.
(13) The subsidiaries of the Company are: Progressive Bank, N.A,
Wheeling, WV and Progressive Bank, N.A. - Buckhannon,
Buckhannon, WV.
(14) Each of the nominees and continuing directors has had the same
position or other executive positions with the same employer
during the past five years.
4
Certain Business Relationships
Mr. Petroplus is an attorney with Petroplus & Gaudino,
attorneys-at-law, of Wheeling, WV, which firm serves as general counsel to the
Company.
Mr. Morton is an attorney with Herndon, Morton, Herndon & Yaeger,
attorneys-at-law, of Wheeling, West Virginia, which firm serves as special
counsel to the Company.
Mr. Honecker is also an attorney-at-law and has provided legal
services to the Company's subsidiary banks.
Board of Directors and Committees
There were 12 regular meetings and four special meetings of the Board
of Directors of the Company during 1997. All of the incumbent directors
attended at least 75 percent of the meetings. Each non-employee director is
compensated at the rate of $500.00 per regular meeting and, for 1997, was
compensated at the rate of $500.00 for the first special meeting and $150.00
for each of the remaining three special meetings. Committee members are paid
$150.00 for attendance at each committee meeting. The standing committees of
the Board are: Audit Committee, Personnel and Salary Committee, and Budget
and Marketing Committee. The Company does not have a nominating committee.
The functions of the Audit Committee are to review the Company's
annual audit report with management, independent auditors and internal auditor
and to review the effectiveness of the Company's internal controls and related
matters. The committee met three times during 1997. The members of the
committee consist of non-salaried directors and presently include S. J. Dlesk,
chairman, Ben R. Honecker, R. Clark Morton, Karl W Neumann and Peter C.
Schuetz.
The functions of the Personnel and Salary Committee are to review and
recommend the salaries and annual bonuses of all executive officers; recommend
the annual contribution to the employees' profit sharing plan; and monitor the
senior management and succession plans. The Board of Directors reviews the
committee recommendations for final action thereon. Company performance is
considered in establishing the annual budget for salary increases and is the
initial part of the review process. Company performance factors, including
net income and return on equity, and individual performance are considered in
setting annual bonuses. The committee met three times during 1997. The
members of the committee consist of non-salaried directors and presently
include Ben R. Honecker, chairman, George F. Beneke, James C. Inman, Jr., R.
Clark Morton and Thomas A. Noice.
The functions of the Budget and Marketing Committee are to approve
and review the annual subsidiary banks' budgets and to review the marketing
efforts and strategies of the subsidiary banks. The committee met four times
during 1997. The members of the committee consist of non-salaried directors
and presently include George F. Beneke, chairman, S. J. Dlesk, James C. Inman,
Jr., Karl W Neumann and Peter C. Schuetz.
5
II. Executive Compensation
The following table shows all compensation awarded to, earned by or
paid to the Company's President and Chief Executive Officer, Ronald L.
Solomon, and Executive Vice President, Charles K. Graham, for all services
rendered by them in all capacities to First West Bancorp, Inc. and its
subsidiaries for 1997. No other executive officer of First West Virginia
Bancorp, Inc. had total annual salary and bonus exceeding $100,000 for the
year.
SUMMARY COMPENSATION TABLE
--------------------------
Annual Compensation
Other All
Annual Other
Year Salary Bonus(4) Compensation Compensation
Name and Position
Ronald L. Solomon, 1997 $ 102,996.00 $ 80,959.00 $ 6,812.40(1) $ 14,675.13(3)
President and Chief
Executive Officer of 1996 $ 99,996.00 $ 62,762.00 $ 8,939.25(1) $ 15,769.50(3)
the Company; Vice
Chairman of Board of 1995 $ 99,492.00 $ 50,653.00 $ 7,097.52(1) $ 14,680.30(3)
Directors & CEO of
Progressive Bank, N.A.;
and Vice Chairman of
Progressive Bank, N.A.-
Buckhannon
Charles K. Graham, 1997 $ 72,492.00 $ 57,069.00 $ 4,815.00(2) $ 10,121.28(3)
Executive Vice
President of the 1996 $ 69,996.00 $ 43,884.00 $ 6,214.96(2) $ 10,804.12(3)
Company; President of
Progressive Bank, N.A.; 1995 $ 68,100.00 $ 34,629.00 $ 4,127.52(2) $ 9,849.53(3)
Director of Progressive
Bank, N.A.-Buckhannon
(1) This amount includes the value of Mr. Solomon's Board fees paid by a
subsidiary bank and membership to the Wheeling Country Club and Fort
Henry Club.
(2) This amount includes the value of Mr. Graham's Board fees paid by a
subsidiary bank and membership to the Wheeling Country Club and
Allegheny Club.
(3) This amount includes contributions made to Company's Profit Sharing
Plan.
(4) This amount includes deferred compensation.
6
Shareholder Performance Graph
Set forth below is a line graph which compares the percentage change
in the cumulative total shareholder return on the Company's common stock
against the cumulative total shareholder return on stocks included on both the
Standard & Poor's (S&P ) 500 Index and the SNL Index for banks with assets
under $500,000,000.00 for the period March 8, 1995 through December 31, 1997.
An initial investment of $100.00 (Index Value equals $100) and ongoing
dividend reinvestment is assumed throughout.
Period Ending
- -----------------------------------------------------------------------------------------------------------
Index 3/8/95 6/30/95 12/31/95 6/30/96 12/31/96 6/30/97 12/31/97
- -----------------------------------------------------------------------------------------------------------
First West Virginia
Bancorp, Inc. 100.00 125.06 158.21 160.87 188.38 218.83 296.40
S&P 500 100.00 113.68 130.10 143.23 159.85 192.79 213.19
SNL <500M Bank Index 100.00 108.51 130.01 143.93 167.34 207.71 285.26
7
Board Compensation Committee Report on Executive Compensation
The Personnel and Salary Committee ( the "Committee") has the
responsibility for recommending to the Board of Directors of the Company, and
subject to final approval by the Board of Directors of the Company, the annual
salary, raise and bonus determinations for the Executive Officers of the
Company. The Committee endeavors to determine executive compensation in a
manner designed to provide competitive compensation sufficient to retain and
attract key executives, but based primarily on the overall performance of the
Company.
Company performance is considered in establishing the annual budget
for any executive salary increase and is the initial part of the review
process of the Committee. The determination of bonuses, as detailed below, is
predicated on the Company's earnings in the previous year, the increase in
corporate net worth and individual performance. The Committee also
periodically evaluates terms and conditions of employment agreements offered
to certain Executive Officers of the Company (See, Employment Contracts) to
ensure that they continue to support the best interests of the Company's
shareholders and are consistent with the goals and objectives of the Company.
However, the Committee also is acutely aware that the purpose of our
Executive Officers is to generate earnings for the shareholders of the
Company. Therefore, the Committee's philosophy for determining its
recommendations to the Board of Directors for executive bonuses does not
deviate from this avowed purpose. The Committee's recommendations have
historically involved two basic steps. The first step is an earnings plateau
which establishes the annual percentage return to the Company (based on
corporate net worth) which was expected to be reached. The amount of return
in excess of that expected percentage forms the basis for the bonus pool. The
philosophy underlying this first earnings plateau is as follows.
Earnings to the extent of the determined percentage of corporate net
worth are intended to provide for the following purposes:
(a) Payment of income taxes thereon.
(b) Payment of regularly established quarterly dividends.
(c) Provide for increases in subsequent executive salaries
attributable to inflation.
(d) Provide for an increase to the regularly established quarterly
dividend for the next year in the same percentage as the
percentage of salary raises granted executives to compensate
for inflation.
(e) Provide for growth of corporate net worth.
Earnings in excess of that percentage of corporate net worth are
available for distributions for bonuses to Executive Officers. While there is
no formalized plan for bonus distributions to Executive Officers,
historically, and for the year ended December 31, 1997, the Committee has
divided that excess into $100,000.00 increments and determined what percentage
of such increment will be paid as executive bonuses. In addition to bonus
payments, from each such increment comes a payment for income taxes thereon,
a payment for a special year end dividend to shareholders and a payment to
provide for growth of corporate net worth. Each $100,000.00 increment has
been treated in the same manner until the excess earnings have been exhausted.
The underlying philosophy of the Committee's determinations makes
first and foremost the provision for the shareholders of the Company.
8
The compensation of Ronald L. Solomon, President and Chief Executive
Officer of the Company and Charles K. Graham, Executive Vice President of the
Company, as well as the other Executive Officers of the Company, is comprised
of a base salary which is directly related to the responsibilities of their
respective positions and a bonus which is related to the Company's
performance. Mr. Solomon and Mr. Graham work together as a corporate team
and, as such, bear the principal burden of corporate management decisions,
with Mr. Solomon, as Chief Executive Officer, bearing final responsibility.
Therefore, these two Executive Officers have participated more heavily in the
division of bonus awards. Their performance was reflected in the substantial
increase in corporate net worth for the year ended December 31, 1997, and was
greatly appreciated by the Committee. All compensation recommendations of the
Committee for the year ended December 31, 1997, were approved by the Board of
Directors of the Company.
With respect to the Executive Officers of the Company, the Committee
believes their respective compensation levels to be commensurate with those of
similarly positioned executive in similar corporations.
Members of the Committee as of the year ending December 31, 1997, were
Ben R. Honecker, Chairman, George F. Beneke, James C. Inman, Jr., R. Clark
Morton and Thomas A. Noice.
Employment Contracts
The Company has entered into written employment agreements with Ronald
L. Solomon, President and Chief Executive Officer of the Company and Charles
K. Graham, Executive Vice President of the Company, at their respective annual
base salaries for three year terms, which agreements are renewed annually in
January of each year. The agreements provide that Messrs. Solomon and Graham
will receive a severance benefit equal to the annual base salary they would
have received had they continued to be employed by the Company throughout the
term of the existing agreement, as well as participation in any health
(including medical and major medical insurance), accident and disability
insurance programs which the Holding Company may maintain for the benefit of
its executive officers. In the event of termination as a result of a change of
control or a change of duties, Messrs. Solomon and Graham will receive as
severance benefits five (5) times their annual base salary and any incentive
compensation payments not yet received, as well as complete vesting in any
supplemental retirement benefits then in existence. Additionally, Messrs.
Solomon and Graham, for a period of three years, may participate in any other
fringe benefits, including life, accident, disability, health and dental
insurance plans then in existence and, if applicable, at the time of
termination, the use of an automobile maintained by the Holding Company.
These agreements also provide for the payment of such minimum salary and
benefits for a period of six months following the disability of either Mr.
Solomon or Mr. Graham. These agreements may be terminated for certain defined
causes by the Company without payment of additional minimum salary or other
benefits.
9
Compensation Committee Interlocks and Insider Participation
As indicated, the Personnel and Salary Committee has responsibility
for annual raises and bonuses to the executive officers of the Company. The
members of the committee consist of non-salaried directors and presently
include Ben R. Honecker, chairman, George F. Beneke, James C. Inman, Jr., R.
Clark Morton and Thomas A. Noice. Mr. Inman was formerly an officer of
Wellsburg Banking and Trust Company, Wellsburg, West Virginia, which bank
merged into Progressive Bank, N.A., a subsidiary of the Company. Mr. Noice
was formerly an officer of Farmers & Merchants National Bank in Bellaire,
Bellaire, Ohio, which bank merged into Progressive Bank, N.A., a subsidiary of
the Company. The Personnel and Salary Committee meets annually, during the
fourth quarter of each year, to review the overall progress and projections to
year end. All actions by the Personnel and Salary Committee are presented to
the full Board of Directors for final approval.
James C. Inman, Director of the Company and of Progressive Bank, N.A.,
is a member of the Personnel and Salary Committee. Mr. Inman is the spouse of
Laura G. Inman, Vice Chairman of the Board and Director of the Company, and
also Senior Vice President and Director of Progressive Bank, N.A. However,
Mrs. Inman has voluntarily withdrawn from participation in the Company's
executive bonus program. No other family relationships exist between the
Personnel and Salary Committee and the Company's executive officers, nor do
any of the directors of the Company serve on personnel committees of any other
corporation.
Executive Officers; Additional Compensation
The subsidiary banks have paid bonuses in each of the preceding five
years to their executive officers. Decisions as to the issuance of a bonus
and the amount paid in each year are determined by the Company's Board of
Directors. The aggregate amount of bonuses to the executive officers of the
Company accrued for 1995 and paid in 1996 was $143,300.00; accrued for 1996
and paid in 1997 was $165,600.00 and accrued as of December 31, 1997 was
$221,200.00. The 1997 accrual for bonuses will be paid in 1998.
Other than bonuses paid to its executive officers, neither the Company
nor its existing subsidiaries has any type or plan of additional compensation
that may discriminate in scope, terms or operation in favor of the officers or
directors of the Company.
The Company does maintain a noncontributory profit-sharing plan for
employees of its existing subsidiaries who are 21 years of age or older and
who have worked for the bank in excess of one year and who are not parties to
a collective bargaining agreement. This plan has received a favorable
determination letter from the Internal Revenue Service. The Company makes
contributions to the profit-sharing plan based upon a discretionary
contribution ranging from zero percent to 15 percent of total compensation as
fixed by appropriate action of the banks before the close of the year. This
contribution is distributed according to a two-tiered integrated allocation
formula. In the first tier, the allocation is made by taking each
participant's compensation in excess of $15,000.00 and multiplying that amount
by the Old Age, Survivors and Disability Index (OASDI) rate. This amount is
then distributed to the employees' separate retirement accounts. Any amount
of the total contribution remaining undistributed by the first tier is then
allocated and distributed to the employees' retirement accounts on a pro rata
basis based upon the percentage of each employee's compensation compared to
total compensation. Employees
10
are entitled to the balances in their separate retirement accounts at either
normal retirement age, disability or death, but the amount of such benefits
cannot accurately be predicted due to the discretionary nature of the
contributions. Contributions during 1995 amounted to $107,300, of which
$47,144.80 accrued to the benefit of the 7 persons who are executive officers
of the Company. For 1996 the contribution was $116,300.00, of which
$55,367.18 accrued to the benefit of the 7 persons. Contributions during 1997
amounted to $127,600.00, of which $52,848.74 accrued to the benefit of the 7
persons.
The Company also has a non-qualified deferred compensation plan for
its executive officers. Under the plan, each executive officer may elect to
defer up to 50 percent of their bonus. The executive officers are generally
entitled to the balances in their separate deferred compensation accounts at
either normal retirement age, disability or death, or other termination of
employment. The amount of such benefits cannot be accurately predicted due to
the discretionary nature of the underlying bonus and the deferral percentage.
III. Security Ownership of Management and Certain Beneficial Owners
Security Ownership of Management
The following table sets forth, as of February 12, 1998, the name and
address of each director and nominee who owns of record to be the beneficial
owner of more than 5 percent of the Company's 1,209,085 issued and outstanding
shares of stock, the number of shares beneficially owned, the percentage of
stock so owned, and the percent of stock beneficially owned by all directors
and executive officers of the Company as a group. The "beneficial ownership"
of a security by an individual is determined in accordance with the rules of
the Securities and Exchange Commission.
Name & Shares of Stock Percent
Address Beneficially Owned of Total
_______ __________________ ________
George F. Beneke 70,482(1) 5.83%
Oglebay View Acres
Wheeling, WV 26003
Sylvan J. Dlesk 95,479(2) 7.90%
Highland Park
Wheeling, WV 26003
James C. Inman, Jr. 88,499(3) 7.32%
R.D. 1
Wellsburg, WV 26070
Laura G. Inman 88,499(4) 7.32%
R.D. 1
Wellsburg, WV 26070
Officers and Directors 423,149 35.00%
as a Group (16 persons)
11
Notes (1)Includes 28,252 shares held by WesBanco Bank Wheeling, as trustee
- ----- under the will of Sarah E. Beneke, deceased, and includes 10,417
shares owned by the Beneke Corporation, of which Mr. Beneke is a
principal.
(2)Includes 95,376 shares owned jointly by Mr. Dlesk and Rosalie J.
Dlesk, his wife.
(3)Includes 75,500 shares owned by Laura G. Inman, his wife.
(4)Includes 12,999 shares owned by James C. Inman, Jr., her husband.
Security Ownership of Certain Beneficial Owners
The following table sets forth, as of February 12, 1998, the name and
address of the only person other than the persons listed in the table above
known by the Board of Directors of the Company to be the beneficial owner of
more than 5 percent of the Company's Common stock.
Name & Shares of Stock Percent
Address Beneficially Owned(1) of Total
- ------- --------------------- --------
Karen G. Younkins 83,367 6.90%
29 Ferncliff Road
Oakmont Hills
Wheeling, WV 26003
Note (1)Includes 5,472 shares owned by Terry D. Younkins, her husband.
____
IV. Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers, and beneficial owners of more than
ten percent of the common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Reporting persons
are required by SEC regulations to furnish the Company with copies of all
Section 16(a) forms filed by them.
Based on a review of the copies of Section 16(a) forms received by the
Company, and on written representations from reporting persons concerning the
necessity of filing a Form 5 - Annual Statement of Changes in Beneficial
Ownership, the Company believes that, during 1997, all filing requirements
applicable to reporting persons were met.
12
V. Transactions with Management and Others
Management personnel of the Company and its subsidiary banks have had
and expect to continue to have banking transactions with the banks in the
ordinary course of business. Extensions of credit to such persons are made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons.
Management believes that these transactions do not involve more than a normal
risk of collectibility or present other unfavorable features.
None of the directors, executive officers, beneficial owners or
immediate family members have an interest or are involved in any transactions
with the Company or its banks in which the amount involved exceeds $60,000.00,
or was not subject to the usual terms and conditions, or was not determined by
competitive bids. Similarly, no director, executive officer or beneficial
owner has an equity interest in excess of 10 percent in a business or
professional entity that has made payments to or received payments from the
Company or its banks in 1995, 1996 or 1997 which exceed 5 percent of either
party's gross revenue for those periods, respectively.
VI. Voting
The affirmative vote of the holders of a majority of the shares
entitled to vote which are present in person or represented by proxy at the
1998 Annual Meeting is required to elect directors and to act on any other
matters properly brought before the meeting. Shares represented by proxies
which are marked "withhold authority" with respect to the election of any one
or more nominees for election as directors and proxies which are marked to
deny discretionary authority on other matters will be counted for the purpose
of determining the number of shares represented by proxy at the meeting. Such
proxies will thus have the same effect as if the shares represented thereby
were voted against such nominee or nominees or against such other matters. If
a broker indicates on a proxy that the broker does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter.
In the election for directors every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares owned by
him or her for as many persons as there are directors to be elected and for
whose election he or she has a right to vote, or to cumulate his or her votes
by giving one candidate as many votes as the number of such directors
multiplied by the number of his or her shares shall equal, or by distributing
such votes on the same principal among any number of such candidates. Such
rights may be exercised by a clear indication of the shareholder's intent on
the form of proxy.
VII. Independent Auditors
S.R. Snodgrass, A.C. were the auditors for the year ended December 31,
1997, and the Audit Committee has selected them as auditors for the year
ending December 31, 1998. Shareholder ratification of this selection is not
required. A representative of S.R. Snodgrass, A.C. will be present at the
meeting with the opportunity to make a statement and/or to respond to
appropriate questions from shareholders.
13
VIII. Shareholder Proposals
Proposals of shareholders intended to be presented at the 1998 Annual
Meeting scheduled to be held on April 13, 1999 must be received by the Company
by November 20, 1998 for inclusion in the Company's proxy statement and proxy
relating to that meeting. Upon receipt of any such proposal, the Company will
determine whether or not to include such proposal in the proxy statement and
proxy in accordance with regulations governing the solicitation of proxies.
In order for a shareholder to nominate a candidate for director, under
the Company's Bylaws nominations must be made in writing and shall be
delivered or mailed to the president of the Company or to the chairman of the
Board not less than 14 days nor more than 40 days prior to any meeting of
shareholders called for the election of directors, provided, however, that if
less than 21 days' notice of the meeting is given to shareholders, such
nominations shall be mailed or delivered to the president of the Company or
the chairman of the Board not later than the close of business on the seventh
day following the day on which the notice of the meeting was mailed. Such
notification shall contain the following information to the extent known to
the notifying shareholder: (a) the name and address of each proposed nominee;
(b) the principal occupation of each proposed nominee; (c) the total number of
shares of stock of the Company that will be voted by him or her for each
proposed nominee; (d) the name and residence address of the notifying
shareholder; and (e) the number of shares of stock of the Company owned by the
notifying shareholder. Nominations not made in accordance with such procedure
may, in the discretion of the presiding officer, be disregarded, and upon the
presiding officer's instructions, the vote teller shall disregard all votes
cast for each such nominee.
In order for a shareholder to bring other business before a
shareholder meeting, timely notice must be received by the Company. Such
notice must include a description of the proposed business, the reasons
therefor, and other specified matters. These requirements are separate from
and in addition to the requirements a shareholder must meet to have a proposal
included in the Company's proxy statement.
In each case the notice must be given to the Secretary of the Company,
whose address is 1701 Warwood Avenue, Wheeling, West Virginia 26003. Any
shareholder desiring a copy of the Company's Bylaws will be furnished one
without charge upon written request to the Secretary.
IX. Legal Proceedings
The Company is unaware of any litigation other than ordinary routine
litigation incident to the business of the Company, to which it or any of its
subsidiaries is a party or of which any of their property is the subject.
X. Other Matters
The Company knows of no other matters to come before the meeting. If
any other matters properly come before the meeting, the proxies solicited
hereby will be voted on such matters in accordance with the judgment of the
persons voting such proxies.
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PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE First West Virginia Bancorp, Inc. With- For All
ANNUAL MEETING 1. ELECTION OF DIRECTORS: For hold Except
OF SHAREHOLDERS
APRIL 14, 1998
R. Clark Morton
The undersigned does hereby appoint William G. Petroplus
GEORGE F. BENEKE, LAURA G. INMAN and Peter C. Schuetz
KARL W. NEUMANN or any of them, the true Ronald L. Solomon
and lawful attorneys in fact, agents and
proxies of the undersigned to represent the
undersigned at the Annual Meeting of the
Shareholders of FIRST WEST VIRGINIA BANCORP,
INC., to be held on April 14, 1998, commencing
at 4:00 p.m., at the Warwood Office of the INSTRUCTION: To withhold
authority to vote for any Company at 1701 Individual nominee, mark
Warwood Avenue, Wheeling, West Virginia, and "For All Except" and write
at any and all adjournments of said meeting, that nominee's name in the
and to vote all the shares of Common Stock of Space provided below.
the Company standing on the books of the Company
in the name of the undersigned as specified
and in their discretion on such other business
as may properly come before the meeting. --------------------------
The undersigned hereby
acknowledges receipt of
Notice of said Annual Meeting
and accompanying Proxy
Statement each dated
March 17, 1998.
This Proxy will be voted as
specified, if no
specification is made, this
Proxy will be "FOR" the
nominees named.
THIS PROXY IS SOLICITED ON
BEHALF OF THE
BOARD OF DIRECTORS
Please be sure to sign and date Date
this Proxy in the box below. ----------------
---------------------------------------------------------
Shareholder sign above Co-holder (if any) sign above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Detach above card, sign, date and mail in postage paid envelope provided.
First West Virginia Bancorp, Inc.
YOUR VOTE IS IMPORTANT TO US
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY