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 [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a 6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Sistersville Bancorp, 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[Sistersville Bancorp, Inc. Letterhead]
June 7, 1999
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Sistersville
Bancorp, Inc., (the "Company"), I cordially invite you to attend the 1999 Annual
Meeting of Stockholders to be held at the Company's office at 726 Wells Street,
Sistersville, West Virginia at 9:00 a.m. on July 14, 1999. The attached Notice
of Annual Meeting and Proxy Statement describe the formal business to be
transacted at the Annual Meeting. During the Meeting, I will report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of S.R. Snodgrass, A.C., certified public accountants, will be
present to respond to any questions stockholders may have.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND DATE THE
ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID RETURN
ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting in
person at the Meeting, but will assure that your vote is counted if you are
unable to attend the Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/ Stanley M. Kiser
---------------------------------------------
Stanley M. Kiser
President
<PAGE>
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SISTERSVILLE BANCORP, INC.
726 WELLS STREET
SISTERSVILLE, WEST VIRGINIA 26175
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 14, 1999
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NOTICE IS HEREBY GIVEN that the 1999 Annual Meeting of Stockholders (the
"Meeting") of Sistersville Bancorp, Inc. ("the Company"), will be held at the
Company's office at 726 Wells Street, Sistersville, West Virginia, on July 14,
1999, at 9:00 a.m. for the following purposes:
1. To elect two directors of the Company; and
2. To transact such other business as may properly come before the Meeting
or any adjournments thereof.
The Board of Directors is not aware of any other business to come before the
Meeting. Stockholders of record at the close of business on May 26, 1999 are the
stockholders entitled to vote at the Meeting and any adjournments thereof.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN, DATE
AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. ANY SIGNED PROXY GIVEN BY YOU MAY BE REVOKED BY FILING WITH THE
SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY BEARING A
LATER DATE. IF YOU ARE PRESENT AT THE MEETING YOU MAY REVOKE YOUR PROXY AND VOTE
PERSONALLY ON EACH MATTER BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU ARE A
STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED
ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO VOTE PERSONALLY AT THE
MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Cynthia R. Carson
------------------------------------------
Cynthia R. Carson
Secretary
Sistersville, West Virginia
June 7, 1999
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
SISTERSVILLE BANCORP, INC.
726 WELLS STREET
SISTERSVILLE, WEST VIRGINIA 26175
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ANNUAL MEETING OF STOCKHOLDERS
JULY 14, 1999
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Sistersville Bancorp, Inc. (the
"Company") to be used at the 1999 Annual Meeting of Stockholders of the Company
which will be held at the Company's office at 726 Wells Street, Sistersville,
West Virginia, on July 14, 1999 at 9:00 a.m. local time (the "Meeting"). The
accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement
are first being mailed to stockholders on or about June 7, 1999.
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VOTING AND REVOCABILITY OF PROXIES
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If the enclosed proxy card is properly signed and returned, your shares
will be voted on all matters that properly come before the Meeting for a vote.
If instructions are specified in your signed proxy card with respect to the
matters being voted upon, your shares will be voted in accordance with your
instructions. If no instructions are specified in your signed proxy card, your
shares will be voted "FOR" the election of directors as set forth in Proposal 1
and will be voted according to the discretion of the proxy holders as to any
other matters that may properly come before the Meeting (including any
adjournment). Your proxy may be revoked at any time prior to being voted by: (1)
filing with the secretary of the Company (the "Secretary") written notice of
such revocation, (2) submitting a duly executed proxy card bearing a later date,
or (3) attending the Meeting and giving the Secretary notice of your intention
to vote in person.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Stockholders of record as of the close of business on May 26, 1999 (the
"Record Date"), are entitled to one vote for each share of common stock of the
Company (the "Common Stock") then held. As of the Record Date, the Company had
567,093 shares of Common Stock issued and outstanding.
The Company's Certificate of Incorporation ("Certificate') provides
that in no event shall any record owner of any outstanding Common Stock which is
beneficially owned, directly or indirectly, by a person who beneficially owns in
excess of 10% of the then outstanding shares of Common Stock (the "Limit") be
entitled or permitted to any vote with respect to the shares held in excess of
the Limit. Beneficial ownership is determined pursuant to the definition in the
Certificate and includes shares beneficially owned by such person or any of his
or her affiliates (as such terms are defined in the Certificate), or which such
person or any of his or her affiliates has the right to acquire upon the
exercise of conversion rights or options and shares as to which such person or
any of his or her affiliates or associates have or share investment or voting
power, but neither any employee stock ownership or similar plan of the Company
or any subsidiary, nor any trustee with respect thereto or any affiliate of such
trustee (solely by reason of such capacity of such trustee), shall be deemed,
for purposes of the Certificate, to beneficially own any Common Stock held under
any such plan.
-1-
<PAGE>
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. In the event there are not sufficient votes for a quorum or to ratify
any proposals at the time of the Meeting, the Meeting may be adjourned in order
to permit the further solicitation of proxies.
As to the election of directors, the proxy card being provided by the
Board enables a stockholder to vote for the election of the nominees proposed by
the Board, or to withhold authority to vote for the nominees being proposed.
Directors are elected by a plurality of votes of the shares present in person or
represented by proxy at a meeting and entitled to vote in the election of
directors.
As to all other matters that may be properly considered at the Meeting,
the affirmative vote of the majority of shares present in person or represented
by proxy at the Meeting and entitled to vote on the subject matter is required
to constitute stockholder approval.
Persons and groups owning in excess of 5% of the Common Stock are
required to file certain reports regarding such ownership pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The following
table sets forth, as of May 26, 1999, persons or groups who own more than 5% of
the Common Stock and the ownership of all executive officers and directors of
the Company as a group. Other than as noted below, management knows of no person
or group that owns more than 5% of the outstanding shares of Common Stock at
that date.
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- --------------------
First Federal Savings Bank 52,914 9.33%
Employee Stock Ownership Plan
726 Wells Street
Sistersville, West Virginia 26175(1)
Jerome H. and Susan B. Davis 45,000 7.94%
11 Baldwin Farms North
Greenwich, Connecticut 06831 (2)
Jeffrey L. Gendell 66,000 11.64%
Tontine Financial Partners, L.P.
200 Park Avenue, Suite 3900
New York, New York 10166 (3)
Salem Investment Counselors, Inc. 42,100 7.42%
P.O. Box 25427
Winston-Salem, North Carolina 27114 (4)
All directors and executive officers of 48,906 8.62%
Company as a group (7 persons) (5)
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(footnotes start on next page.)
-2-
<PAGE>
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(1) The ESOP purchased such shares for the exclusive benefit of plan
participants with funds borrowed from the Company. These shares are held in
a suspense account and are allocated among ESOP participants annually on
the basis of compensation as the ESOP debt is repaid. The Bank's board of
directors (the "Bank" board) has appointed a committee consisting of
directors Miller, LaRue, Doak, Thistle and Ward to serve as the ESOP
administrative committee ("ESOP Committee") and to serve as the ESOP
Trustees ("ESOP Trustees"). The ESOP Committee or the Board instructs the
ESOP trustees regarding investment of ESOP plan assets. The ESOP Trustees
must vote all shares allocated to participants accounts under the ESOP as
directed by participants. Unallocated shares and shares for which no timely
voting direction is received, will be voted by the ESOP Trustees as
directed by the Bank's Board or the ESOP Committee. As of the Record Date,
6,138 shares have been allocated under the ESOP to participant accounts.
(2) Based upon a Schedule 13D filed with the Securities and Exchange
Commission, dated June 26, 1997, for which shared voting and dispositive
power is shown with respect to 45,000 shares.
(3) Based upon a Schedule 13D filed with the Securities and Exchange
Commission, dated June 26, 1997, for which shared voting and dispositive
power is shown with respect to 66,000 shares.
(4) Based upon a Schedule 13G filed with the Securities and Exchange
Commission, dated February 9, 1999, for which sole voting and dispositive
power is shown with respect to 42,100 shares.
(5) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole voting and investment power,
unless otherwise indicated. Includes options to purchase 8,594 shares of
Common Stock granted pursuant to the 1998 Stock Option Plan which options
are exercisable within 60 days of the Record Date. Excludes 50,613 shares
held by the ESOP (52,914 shares minus 2,301 shares allocated to executive
officers) and 21,818 shares held by the RSP (26,457 shares minus 4,639
shares earned at the Record Date) over which certain directors, as trustees
to the ESOP and the RSP, exercise shared voting power. Such individuals
serving as trustees disclaim beneficial ownership with respect to such
shares.
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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the Company's officers and
directors, and persons who own more than ten percent of the Common Stock, to
file reports of ownership and changes in ownership of the Common Stock, on Forms
3, 4 and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4 and 5 to the Company. With the exception of Mr.
Gendell, the Company is not aware of any beneficial owner of more than ten
percent of its Common Stock. Based upon a review of the copies of the forms
furnished to the Company, or written representations from certain reporting
persons that no Forms 5 were required, the Company believes that all Section
16(a) filing requirements applicable to its officers and directors were complied
with during the year ended March 31, 1999.
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PROPOSAL I - INFORMATION WITH RESPECT TO NOMINEES
FOR DIRECTOR, DIRECTORS CONTINUING IN OFFICE, AND EXECUTIVE OFFICERS
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Election of Directors
The Certificate of Incorporation requires that the Board of Directors
be divided into three classes, as nearly equal in number as possible, each class
to serve for a three-year period, or until their successors are elected and
qualified, with approximately one-third of the directors elected each year. The
Board of
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<PAGE>
Directors currently consists of six members. Two directors will be elected at
the Meeting to serve for three-year terms, as noted below, or until their
respective successors have been elected and qualified.
Lester C. Doak and Gary L. Ward have been nominated by the Board of
Directors to serve as directors, each for a three-year term to expire in 2002.
They are currently members of the Board of Directors. It is intended that
proxies solicited by the Board of Directors will be voted for the election of
the named nominees. If either of the nominees is unable to serve, the shares
represented by all valid proxies will be voted for the election of such
substitute as the Board of Directors may recommend or the size of the Board of
Directors may be reduced to eliminate the vacancy. At this time, the Board of
Directors knows of no reason why the nominees might be unavailable to serve.
The following table sets forth information with respect to the nominees
and the other sitting directors, including, their names, ages, the years they
first became a director of the Company or the Bank, the expiration date of their
current terms as a director, and the number and percentage of shares of the
Common Stock beneficially owned. Each director of the Company is also a member
of the Board of Directors of the Bank. Beneficial ownership of executive
officers and directors of the Company, as a group, is shown under "Voting
Securities and Principal Holders Thereof."
<TABLE>
<CAPTION>
Shares of
Common Stock
Current Beneficially
Age at Year First Term Owned as of
March 31, Elected or to May 26, Percent
Name and Title 1999 Appointed(1) Expire 1999(2) Owned
- -------------- ---- ------------ ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
BOARD NOMINEES FOR TERM TO EXPIRE IN 2002
Lester C. Doak
Chairman of the Board 79 1966 1999 3,610(3)(4) 1.0%
Gary L. Ward
Director 64 1972 1999 2,610(3)(4) --(5)
DIRECTORS CONTINUING IN OFFICE
Charles P. LaRue
Director 66 1977 2000 10,185(3)(4) 1.8%
Stanley M. Kiser
President, Chief Executive
Officer and Director 44 1994 2000 13,058(6) 2.3%
Ellen E. Thistle
Director 84 1961 2001 3,610(3)(4) 1.0%
David W. Miller
Director 66 1967 2001 11,110(3)(4) 2.0%
</TABLE>
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(1) Refers to the year the individual first became a director of the Company or
the Bank.
2) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust, and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated.
(Footnotes continued on next page.)
-4-
<PAGE>
(Footnotes continued from previous page).
(3) Excludes 52,914 shares and 21,818 shares of Common Stock held under the
ESOP and RSP, respectively, for which such individual serves as either a
member of the ESOP Committee, ESOP Trust and the RSP Trust. Such individual
disclaims beneficial ownership with respect to shares held in a fiduciary
capacity. See "Voting Securities and Principal Holders Thereof."
(4) Includes 793 shares of Common Stock subject to options that are exercisable
within 60 days of the Record Date.
(5) Less than 1.0%.
(6) Includes 3,307 shares of Common Stock subject to options that are
exercisable within 60 days of the Record Date.
Executive Officers of the Company
The following individuals hold the executive offices in the Company set
forth below opposite their names.
Age as of
Name March 31, 1999 Positions Held With the Company
- ---- -------------- -------------------------------
Stanley M. Kiser 44 President, Chief Executive Officer and Director
Cynthia R. Carson 48 Vice President and Corporate Secretary
Biographical Information
Set forth below is certain information with respect to the directors,
including director nominees and executive officers of the Company. In June 1997,
all directors of the Bank became directors of the Company. Executive Officers
receive compensation from the Bank. See "-- Executive Compensation." All
directors and executive officers have held their present positions for five
years unless otherwise stated.
Lester C. Doak has served as a director since 1966 and is the chairman
of the Board of Directors. Formerly a partner of the Doaks IGA Foodliner in
Middlebourne, West Virginia, Mr. Doak is now retired.
Gary L. Ward was employed by the Bank from 1962 through 1997. Mr. Ward
retired as Vice President and Treasurer of the Bank in March, 1997. Mr. Ward has
served as a member of the Board of Directors since 1972.
Charles P. LaRue retired as a vice president after 39 years of service
to the Wiser Oil Company in March 1993. He has been a director of the Bank since
1977.
Stanley M. Kiser has been employed with the Bank since October 1993 as
the President and Chief Executive Officer and has 25 years banking experience.
He has been a member of the Board of Directors since 1994.
Ellen E. Thistle has been a member of the Board of Directors since 1961
and served as Corporate Secretary from 1947 through 1982. Ms. Thistle was
employed by the Bank from 1936 to 1982 and is now retired.
David W. Miller, a pharmacist, is the president of Miller Pharmacy,
located in Sistersville. Mr. Miller has been a director of the Bank since 1967.
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<PAGE>
Cynthia R. Carson has been employed by the Association since 1976. Ms.
Carson is currently the Corporate Secretary and was named Vice President in
February 1997. Prior to that time, she served as Mortgage Loan Officer and
Corporate Secretary.
Meetings and Committees of the Board of Directors
The Board of Directors conducts its business through meetings of the
Board and through activities of its nominating committee. During the fiscal year
ended March 31, 1999, the Board of Directors held twelve meetings. No director
attended fewer than 75% of the total meetings of the Board of Directors and
committee on which such director served during the year ended March 31, 1999.
The Company does not have an audit or compensation committee, but does
have a standing nominating committee. The nominating committee consists of all
members of the Board of Directors. The committee meets annually to select
nominees to the Company's Board of Directors and met one time during the year
ended March 31, 1999.
The Bank has a standing Audit Committee comprised of non-employee
directors of the Bank. The Bank's Audit Committee is responsible for developing
and maintaining the Bank's internal audit program. The Bank's Audit Committee
also meets with the Bank's independent accounting firm to discuss the results of
the annual audit and any related matters. The Bank's Audit Committee met once
during the year ended March 31, 1999. The Bank also has a standing Compensation
Committee which consists of all members of the Board of Directors. The
Compensation Committee met once during the year ended March 31, 1999.
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DIRECTOR AND EXECUTIVE OFFICER COMPENSATION
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Director Compensation
The Company does not presently compensate its directors. Directors of
the Company are also directors of the Bank. Members of the Board of Directors of
the Bank received fees of $200 per meeting attended during the year ended March
31, 1999, and the Chairman of the Board received $225 per meeting attended.
Directors receive fees of $100 for unattended meetings, up to a maximum of three
meetings per fiscal year. No fees are paid to directors for unattended meetings
in excess of three per year. Non- employee directors receive $50 for attendance
at each committee meeting. Employee directors are not compensated for committee
meetings held during business hours.
In May 1998, the Board of Directors of the Bank adopted a Director
Retirement Agreement. In accordance with such agreement, directors that had
previously completed a minimum of 15 years of service as of May 1998, were
eligible to elect to retire effective July 2, 1998 and thereupon be appointed an
emeritus director. Emeritus directors are paid a retirement benefit equal to
$1,200 per year for each year of past board service to the Bank. This retirement
benefit is payable over a period of five years or the director may choose to
receive a lump sum payment. Four directors elected to retire under this plan.
They are: Margaret A. Peters, Dorsey R. Ash, Guy L. Nichols and James E.
Willison. The total cost for funding this retirement plan was $93,980, of which
the entire amount was booked in the year ended March 31, 1999.
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<PAGE>
On July 16, 1998 (the "effective date of grant"), under the 1998 Stock
Option Plan ("Option Plan") and the Bank's Restricted Stock Plan ("RSP"), each
director was awarded stock options and RSP shares. Under the Option Plan, each
director was granted options to purchase shares of common stock at $15.8125 per
share. Under the RSP, each director was awarded shares of common stock. Option
shares are exercisable and RSP shares are earned at the rate of 20% on the
effective date of the grant and 20% per year thereafter. Under the Option Plan
and RSP, Stanley M. Kiser, the president and chief executive officer, received
16,535 options and 6,614 RSP shares. Each of the directors received 3,968
options and 1,587 RSP shares.
Executive Officer Compensation
The Company has no full time employees, but relies on the employees of
the Bank for the limited services required by the Company. All compensation paid
to officers and employees is paid by the Bank.
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by Stanley M. Kiser, the president
and chief executive officer. No executive officer of either the Bank or the
Company had a salary and bonus during the years ended March 31, 1999 and 1998
that exceeded $100,000 for services rendered in all capacities to the Bank or
the Company.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Awards
------
Restricted # of Securities
Name and Principal Fiscal Other Annual Stock Underlying All Other
Position Year Salary Bonus Compensation(1) Awards(s)(2) Options/SARs(3) Compensation(4)
- -------- ---- ------ ----- --------------- ------------ --------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
Stanley M. Kiser 1999 $58,440 $2,753 $4,800 $102,517 16,535 $14,290
President 1998 $53,541 $2,253 $5,000 -- -- --
1997 $50,827 $1,787 $5,000 -- -- --
</TABLE>
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(1) Consists of directors fees.
(2) Represents the award of 6,614 shares of Common Stock under the RSP as of
July 16, 1998 on which date the market price of such stock was $15.50 per
share. Such stock awards are earned and become non-forfeitable at the rate
of 20% per year commencing on the date of the grant, July 16, 1998. As of
March 31, 1999, based upon a market price of $12.875 per share, such award
of 6,614 shares had an aggregate value of $85,155.
(3) Such awards under the 1998 Stock Option Plan are first exercisable at the
rate of 20% per year commencing on the date of the grant, July 16, 1998.
The exercise price equals the market value of the Common Stock on the date
of the grant of $15.8125.
(4) At March 31, 1999, consists of the value of 1,429 shares of stock ($14,290)
allocated under the ESOP, with an aggregate market value of $18,398.
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<PAGE>
Stock Awards. The following tables sets forth additional information
concerning stock options granted during the fiscal year ended March 31, 1999
pursuant to the 1998 Stock Option Plan to the named executive officer in the
Summary Compensation Table and the year end value of such outstanding options.
OPTION/SAR GRANTS TABLE
Option/SAR Grants in Last Fiscal Year (1)
-----------------------------------------
Individual Grants
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% of Total
Options/SARs
# of Securities Granted to
Underlying Employees & Exercise or
Options/SARs Directors in Base Price Expiration
Name Granted(#) Fiscal Year ($/Sh) Date
--------------- ------------ ----------- ----------
Stanley M. Kiser 16,535 28.5% $15.8125 July 16, 2008
- -----------------
(1) No Stock Appreciation Rights (SARs) are authorized under the plan.
<TABLE>
<CAPTION>
Aggregated Option/SAR Exercises in Last Fiscal Year, and FY-End Option/SAR Values
---------------------------------------------------------------------------------
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options/SARs at Options/SARs
FY-End (#) at FY-End ($)
Shares Acquired
Name on Exercise (#) Value Realized($) Exercisable/Unexercisable Exercisable/Unexercisable(1)
--------------- ----------------- ------------------------- ----------------------------
<S> <C> <C> <C> <C>
Stanley M. Kiser N/A N/A 3,307 / 13,228 $0 / $0
</TABLE>
- ------------------
(1) Based upon an exercise price of $15.8125 per share and market closing price
of $12.875 at March 31, 1998.
Employment Agreement. The Bank entered into an employment agreement
with Stanley M. Kiser, President of the Bank ("Agreement"). Mr. Kiser's base
salary under the Agreement is $60,000. The Agreement has a term of three years
and may be terminated by the Bank for "just cause" as defined in the Agreement.
If the Bank terminates Mr. Kiser without just cause, Mr. Kiser will be entitled
to a continuation of his salary from the date of termination through the
remaining term of the Agreement. The Agreement contains a provision stating that
in the event of the termination of employment in connection with a change in
control of the Bank, Mr. Kiser will be paid a lump sum amount equal to 2.99
times his five year average annual taxable compensation. The Agreement may be
renewed annually by the Bank's Board of Directors upon a determination of
satisfactory performance within the Board's sole discretion. If Mr. Kiser
becomes disabled during the term of the Agreement, he shall continue to receive
payment of 100% of the base salary for a period of 12 months and 60% of such
base salary for the remaining term of such Agreement. Such payments shall be
reduced by any other benefit payments made under other disability programs in
effect for the Bank's employees.
-8-
<PAGE>
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
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The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The loans
have been made in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with the Bank's other customers, and do not involve
more than the normal risk of collectibility, or present other unfavorable
features.
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AUDITORS
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S.R. Snodgrass, A.C. was the Company's auditors for the fiscal year
ended March 31, 1999. The Board of Directors has approved the selection of S.R.
Snodgrass, A.C. as its auditors for the fiscal year ended March 31, 2000 year. A
representative of S.R. Snodgrass, A.C. is expected to be present at the Meeting
and will respond to stockholders' questions or make a statement.
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OTHER MATTERS
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The Board of Directors does not know of any other matters that are
likely to be brought before the Meeting. If any other matters, not now known,
properly come before the Meeting or any adjournments, the persons named in the
enclosed proxy card, or their substitutes, will vote the proxy in accordance
with their judgment on such matters. Under the Bylaws of the Company, no new
business or proposals submitted by stockholders shall be acted upon at the
Meeting unless such business or proposal was stated in writing and filed with
the Secretary by May 17, 1999.
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MISCELLANEOUS
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The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's Annual Report to Stockholders for the year ended March
31, 1999, including financial statements, will be mailed to all stockholders of
record as of the close of business on May 26, 1999. Any stockholder who has not
received a copy of such Annual Report may obtain a copy by writing to the
Secretary of the Company. Such Annual Report is not to be treated as a part of
the proxy solicitation material or as having been incorporated herein by
reference.
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STOCKHOLDER PROPOSALS
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In order to be considered for inclusion in the Company's proxy
statement for next year's annual meeting of stockholders, all stockholders
proposals must be submitted to the Secretary at the Company's office, 726 Wells
Street, Sistersville, West Virginia 26175, on or before February 8, 2000. Under
the Bylaws of the Company, stockholder nominations for director and stockholder
proposals not included in the Company's proxy statement, in order to be
considered for possible action by stockholders at next year's annual meeting of
stockholders, must be submitted to the Secretary of the Company, at the address
set forth
-9-
<PAGE>
above, no later than May 15, 2000. In addition, stockholder nominations and
stockholder proposals must meet other applicable criteria set forth in the
Certificate of Incorporation in order to be considered at next year's annual
meeting of stockholders.
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FORM 10-KSB
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A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR ENDED
MARCH 31, 1999 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF THE RECORD
DATE UPON WRITTEN REQUEST TO THE SECRETARY, SISTERSVILLE BANCORP, INC., 726
WELLS STREET, P.O. BOX 187, SISTERSVILLE, WEST VIRGINIA 26175.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Cynthia R. Carson
------------------------------------------
Cynthia R. Carson
Secretary
Sistersville, West Virginia
June 7, 1999
-10-
<PAGE>
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SISTERSVILLE BANCORP, INC.
726 WELLS STREET
SISTERSVILLE, WEST VIRGINIA 26175
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ANNUAL MEETING OF STOCKHOLDERS
July 14, 1999
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The undersigned hereby appoints the Board of Directors of Sistersville
Bancorp, Inc. (the "Company"), or its designee, with full powers of
substitution, to act as attorneys and proxies for the undersigned, to vote all
shares of Common Stock of the Company which the undersigned is entitled to vote
at the 1999 Annual Meeting of Stockholders (the "Meeting"), to be held at the
Company's office at 726 Wells Street, Sistersville, West Virginia, on July 14,
1999 at 9:00 a.m. and at any and all adjournments thereof, in the following
manner:
FOR WITHHELD
--- --------
1. The election as directors of the nominees
listed below (except as marked to the |_| |_|
contrary below):
Lester C. Doak
Gary L. Ward
(Instruction: To withhold your vote for any individual nominee, write that
nominee's name on the line provided below)
- ------------------------------------------------------
In their discretion, such attorneys and proxies are authorized to vote on any
other business that may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" the above listed
nominees.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE ABOVE NOMINEES. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or
at any adjournments thereof, and after notification to the Secretary of the
Company at the meeting of the stockholder's decision to terminate this Proxy,
the power of said attorneys and proxies shall be deemed terminated and of no
further force and effect. The undersigned may also revoke this Proxy by filing a
subsequently dated Proxy or by written notification to the Secretary of the
Company of his or her decision to terminate this Proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a Proxy
Statement dated June 7, 1999, and the 1999 Annual Report.
Dated: , 1999
----------------------------
- ------------------------------------- -----------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ------------------------------------- -----------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this Proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, DATE, SIGN, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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