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
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
[x] Definitive Proxy Statement Commission on (as permitted
by Rule 14a-b(e)(21))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
(Name of Registrant as Specified in Its Charter)
Elizabeth Osenton Lord
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 transactions applies:
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(3) Per unit price other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[x] 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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ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
CHARLESTON, WEST VIRGINIA
NOTICE OF REGULAR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 23, 1996
To the Shareholders:
The Regular Annual Meeting of Shareholders of One Valley Bancorp of
West Virginia, Inc. ("One Valley"), will be held at the Charleston Town Center
Marriott, 200 Lee Street, East, in Charleston, West Virginia, at 10:00 a.m. on
Tuesday, April 23, 1996, for the purpose of considering and voting upon
proposals:
1. To elect ten directors to serve for a term of three years and
until their successors are chosen and qualify.
2. To approve the appointment by the Board of Directors of Ernst &
Young LLP as independent Certified Public Accountants
for the year 1996.
3. To approve an amendment to the Articles of Incorporation to
change the corporate name of One Valley from One Valley
Bancorp of West Virginia, Inc., to One Valley Bancorp, Inc.
4. To transact such other business as may properly be brought
before the meeting or any adjournment thereof.
Only those shareholders of record at the close of business on March 5,
1996, are entitled to notice of the meeting and to vote at the meeting. We hope
that you will attend this meeting.
By Order of the Board of Directors
J. Holmes Morrison
PRESIDENT
PLEASE SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE, WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. YOU MAY REVOKE YOUR PROXY AT ANY
TIME BEFORE IT IS VOTED AT THE ANNUAL MEETING.
MARCH 18, 1996
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ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
ONE VALLEY SQUARE
CHARLESTON, WEST VIRGINIA
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 23, 1996
This statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of One Valley Bancorp of
West Virginia, Inc. ("One Valley"), to be held on Tuesday, April 23, 1996, at
the time and for the purposes set forth in the accompanying Notice of Regular
Annual Meeting of Shareholders. The approximate date on which this Proxy
Statement and the form of proxy are to be first mailed to shareholders is March
18, 1996. The mailing address of the principal executive offices of One Valley
is P. O. Box 1793, Charleston, West Virginia, 25326.
SOLICITATION OF PROXIES
The solicitation of proxies is made by management at the direction of
the Board of Directors of One Valley. These proxies enable shareholders to vote
on all matters which are scheduled to come before the meeting. If the enclosed
proxy is signed and returned, it will be voted as directed; or if not directed,
the proxy will be voted "FOR" the election of the ten management nominees as
directors for the terms specified, "FOR" the approval of the appointment of
Ernst & Young LLP as independent Certified Public Accountants, and "FOR" the
amendment of One Valley's Articles of Incorporation to change its corporate
title to One Valley Bancorp, Inc. A shareholder executing the proxy may revoke
it at any time before it is voted by notifying One Valley in person, by giving
written notice to One Valley of the revocation of the proxy, by submitting to
One Valley a subsequently dated proxy, or by attending the meeting and
withdrawing the proxy before it is voted at the meeting.
The expense for the solicitation of proxies will be paid by One Valley.
In addition to this solicitation by mail, officers and regular employees of One
Valley and its subsidiaries may, to a limited extent, solicit proxies personally
or by telephone or telegraph.
ELIGIBILITY OF STOCK FOR VOTING PURPOSES
Pursuant to the Bylaws of One Valley, the Board of Directors has fixed
March 5, 1996, as the record date for the purpose of determining the
shareholders entitled to notice of, and to vote at, the meeting or any
adjournment thereof, and only shareholders of record at the close of business on
that date are entitled to notice of and to vote at the Annual Meeting of
Shareholders or any adjournment thereof.
As of the record date for the Annual Meeting, 16,580,306 shares of the
common stock with a par value of Ten Dollars ($10.00) per share ("One Valley
Common Stock") of One Valley were issued and outstanding and entitled to vote.
One Valley's subsidiary banks hold of record as trustee, co-trustee, executor or
co-executor, but not beneficially, 3,251,018 shares of stock representing 19.61%
of the shares of One Valley outstanding. Of these shares, the banks hold
2,681,540 shares as co-trustee or co-executor and 569,478 shares as sole trustee
or sole executor (other principal holders of One Valley's stock are discussed
under "Principal Holders of Securities"). The 2,681,540 shares held as
co-trustee or co-executor are voted by the individual co-trustee(s) or
co-executor(s) and not by the banks. Of the remaining 569,478 shares held by the
banks as sole trustee or sole executor, 509,349 shares (or 3.07% of the total
shares outstanding) will be voted by the banks, as trustee or executor, "FOR"
the election of the ten management nominees as directors, "FOR" the approval of
the appointment of Ernst & Young LLP as independent Certified Public
Accountants, and "FOR" the amendment of One Valley's Articles of
Incorporation to change its corporate title to One Valley Bancorp, Inc.
The remaining 60,129 shares are held by the banks as sole trustee or
sole executor in personal trust and self-directed employee benefit
accounts and will be voted by the banks at the direction of the grantor,
settlor or beneficiary of those accounts.
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PURPOSE OF MEETING
1. ELECTION OF DIRECTORS
The Bylaws of One Valley currently provide that the Board of Directors
shall consist of not fewer than six nor more than 33 members, the exact number
of directors within these minimum and maximum limits to be fixed and determined
by resolution of a majority of the Board of Directors. There are presently 29
directors on the Board; and, at a meeting held February 20, 1996, the Board's
Executive Committee fixed at 28 the number of directors to constitute the full
Board of Directors of One Valley effective April 23, 1996. The term of Mr. John
T. Chambers as a director of One Valley expires at the 1996 Annual Meeting, and,
in accordance with One Valley's Directors Retirement Policy, he will not stand
for re-election.
One Valley's Articles of Incorporation authorize classification of the
Board of Directors into three classes, each of which serves for three years,
with one class being elected each year. Pursuant to this arrangement ten
nominees have been nominated for three-year terms, and until their successors
are chosen and qualify. This will result in a Board composed of three classes
with nine directors in the class of 1997, nine directors in the class of 1998,
and ten directors in the class of 1999.
MANAGEMENT NOMINEES TO THE BOARD OF ONE VALLEY
Unless otherwise directed, the proxies will be voted "FOR" the election
of the following ten directors to serve for terms expiring at the Annual Meeting
of Shareholders in 1999, and until their successors are chosen and qualify.
<TABLE>
<CAPTION>
SERVED FAMILY
AS A RELATIONSHIP
DIRECTOR WITH DIRECTORS PRINCIPAL
OF ONE AND OTHER YEAR IN OCCUPATION
VALLEY NOMINEES WHICH TERM OR EMPLOYMENT
NOMINEES AGE SINCE EXPIRES LAST FIVE YEARS
<S> <C> <C> <C> <C> <C>
Phyllis H. Arnold 47 1993 None 1999 1991 to present - President and
Chief Executive Officer - One
Valley Bank, National Association;
formerly Executive Vice President -
One Valley Bank, National
Association, Charleston, WV
Charles M. Avampato 57 1984 None 1999 President - Clay Foundation, Inc.,
Charleston, WV (Charitable
Foundation)
James Gabriel 65 1993 None 1999 President and Chief Executive
Officer - Gabriel Brothers, Inc.,
Morgantown, WV (Retail Sales)
Thomas E. Goodwin 66 1985 None 1999 Chairman of the Board - One Valley
Bank of Ronceverte, National
Association, Ronceverte, WV
John D. Lynch 55 1986 None 1999 Vice President - Davis Lynch Glass
Company, Star City, WV
3
<PAGE>
SERVED FAMILY
AS A RELATIONSHIP
DIRECTOR WITH DIRECTORS PRINCIPAL
OF ONE AND OTHER YEAR IN OCCUPATION
VALLEY NOMINEES WHICH TERM OR EMPLOYMENT
NOMINEES AGE SINCE EXPIRES LAST FIVE YEARS
Charles R. 54 1987 None 1999 President - The Neighborgall
Neighborgall, III Construction Company, Huntington,
WV (General Contractors)
James W. Thompson 68 1983 None 1999 Chairman of the Board - One Valley
Bank of Mercer County, Inc.,
Princeton, WV
J. Lee VanMetre, Jr. 58 1986 None 1999 Attorney - Steptoe & Johnson;
Secretary of the Board - One Valley
Bank - East, National Association,
Martinsburg, WV
H. Bernard Wehrle, III 44 1991 None 1999 President - McJunkin Corporation,
Charleston, WV (Industrial
Wholesaler)
John H. Wick, III 50 1993 (1) 1999 1992 to present - Vice President -
Dickinson Fuel Co., Inc.,
Charleston, WV; 1980 to 1992 -
Harrison & Bates, Inc., Richmond,
VA (Commercial Realtor)
</TABLE>
DIRECTORS CONTINUING TO SERVE UNEXPIRED TERMS
The following Directors will continue to serve until the expiration
of their terms:
<TABLE>
<CAPTION>
SERVED FAMILY
AS A RELATIONSHIP
DIRECTOR WITH DIRECTORS PRINCIPAL
OF ONE AND OTHER YEAR IN OCCUPATION
VALLEY NOMINEES WHICH TERM OR EMPLOYMENT
DIRECTORS AGE SINCE EXPIRES LAST FIVE YEARS
<S> <C> <C> <C> <C>
Robert F. Baronner 69 1981 None 1998 Chairman of the Board - One Valley
Bancorp of West Virginia, Inc.,
Charleston, WV; formerly President
and Chief Executive Officer-One
Valley Bancorp of West Virginia,
Inc., Charleston, WV
4
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SERVED FAMILY
AS A RELATIONSHIP
DIRECTOR WITH DIRECTORS PRINCIPAL
OF ONE AND OTHER YEAR IN OCCUPATION
VALLEY NOMINEES WHICH TERM OR EMPLOYMENT
DIRECTORS AGE SINCE EXPIRES LAST FIVE YEARS
C. Michael Blair, IV 53 1994 None 1998 Chairman of the Board, President
and Chief Executive Officer - One
Valley Bank-North, Inc.; formerly
Chairman of the Board, President
and Chief Executive Officer -
Mercantile Banking and Trust
Company, Moundsville, WV
James K. Brown 66 1981 None 1998 Attorney - Jackson & Kelly,
Charleston, WV
Nelle Ratrie Chilton 56 1989 (1) 1998 Director and Vice President -
Dickinson Fuel Co., Inc.,
Charleston, WV; TerraCo., Inc.,
Charleston, WV; Terra-Care, Inc.,
Terra Salis, Inc., TerraSod, Inc.,
Malden, WV (Landscaping)
R. Marshall Evans, Jr. 54 1984 (2) 1998 President - Dickinson Co., Quincy
Coal Co., and Chesapeake Mining
Co., Charleston, WV; Vice President
- Geary Securities, Charleston, WV;
President - Hubbard Properties,
Inc., Cheyenne, WY
Phillip H. Goodwin 55 1989 None 1998 President - CAMCARE and Charleston
Area Medical Center, Charleston, WV
Cecil B. Highland, Jr. 77 1994 None 1997 Chairman of the Board - One Valley
Bank of Clarksburg, National
Association; President and General
Manager - Clarksburg Publishing
Co., Clarksburg, WV
Robert E. Kamm, Jr. 44 1987 None 1997 President and Chief Executive
Officer - One Valley Bank of
Summersville, Inc., Summersville, WV
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<PAGE>
SERVED FAMILY
AS A RELATIONSHIP
DIRECTOR WITH DIRECTORS PRINCIPAL
OF ONE AND OTHER YEAR IN OCCUPATION
VALLEY NOMINEES WHICH TERM OR EMPLOYMENT
DIRECTORS AGE SINCE EXPIRES LAST FIVE YEARS
David E. Lowe 55 1993 None 1997 1995 to present - President and
Chief Executive Officer - Glade
Springs Resort and Conference
Center, Daniels, WV; 1993 to 1995,
President and Chief Executive
Officer - Bell Atlantic WV, Inc.,
Charleston, WV; 1990 to 1993, Vice
President, Chesapeake and Potomac
Telephone Company of Virginia,
Richmond, VA
Edward H. Maier 52 1983 None 1997 President - General Corporation,
Charleston, WV (Real Estate
Investment, Natural Gas Production)
J. Holmes Morrison 55 1990 None 1997 1991 to present - President and
Chief Executive Officer - One
Valley Bancorp of West Virginia,
Inc.; formerly Executive Vice
President - One Valley Bancorp of
West Virginia, Inc.; President and
Chief Executive Officer - One
Valley Bank, National Association,
Charleston, WV
Robert O. Orders, Sr. 70 1989 None 1998 Chief Executive Officer - Orders
Construction Co., St. Albans, WV
John L. D. Payne 57 1981 (2) 1998 President - Payne-Gallatin Mining
Co., Charleston, WV
Angus E. Peyton (3) 69 1981 None 1997 Attorney-Brown and Peyton,
Charleston, WV
Lacy I. Rice, Jr. 64 1994 None 1997 Attorney - Bowles, Rice, McDavid,
Graff & Love; Vice Chairman of the
Board - One Valley Bancorp of West
Virginia, Inc., Charleston, WV;
Chairman of the Board - One Valley
Bank - East, Martinsburg, WV;
formerly Chairman of the Board and
Chief Executive Officer -
Mountaineer Bankshares of W.Va.,
Inc.
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<PAGE>
SERVED FAMILY
AS A RELATIONSHIP
DIRECTOR WITH DIRECTORS PRINCIPAL
OF ONE AND OTHER YEAR IN OCCUPATION
VALLEY NOMINEES WHICH TERM OR EMPLOYMENT
DIRECTORS AGE SINCE EXPIRES LAST FIVE YEARS
Brent D. Robinson 48 1994 None 1998 1995 to present - President and
Chief Executive Officer - One
Valley Bank of Huntington,
Huntington, WV; 1993 to present -
Executive Vice President, One Valley;
formerly President, Chief Operating
Officer and Chief Financial Officer -
Mountaineer Bankshares of W.Va., Inc.
Richard B. Walker 57 1991 None 1997 Chairman of the Board and Chief
Executive Officer - Cecil I. Walker
Machinery
Thomas D. Wilkerson 67 1981 None 1997 Senior Agent - Northwestern Mutual
Life Insurance Company, Charleston,
WV
</TABLE>
- -------
(1) John H. Wick, III, is the brother-in-law of Nelle Ratrie Chilton.
(2) R. Marshall Evans, Jr. and John L. D. Payne are first cousins.
(3) Angus E. Peyton is a member of the Board of Directors of American
Electric Power Company, Inc.
GENERAL
The Bylaws of One Valley provide that in the election of directors of
One Valley each shareholder will have the right to vote the number of shares
owned by that shareholder for as many persons as there are directors to be
elected, or to cumulate such shares and give one candidate as many votes as the
number of such directors multiplied by the number of shares owned will equal, or
to distribute them on the same principle among as many candidates as the
shareholder sees fit. For all other purposes, each share is entitled to one
vote. If any shares are voted cumulatively for the election of directors, the
Proxies, unless otherwise directed, will have full discretion and authority to
cumulate their votes and vote for less than all such nominees. Directors are
elected by a plurality of votes cast, without regard to either broker non-votes,
or proxies as to which authority to vote for one or more of the nominees being
proposed is withheld.
The Bylaws of One Valley provide that nominations for election to the
Board of Directors, other than those made by or on behalf of the existing
management of One Valley, must be made by a shareholder in writing delivered or
mailed to the President not less than 14 days nor more than 50 days prior to the
meeting called for the election of directors; provided, however, that if less
than 21 days' notice of the meeting is given to shareholders, the nominations
must be mailed or delivered to the President not later than the close of
business on the 7th day following the day on which the notice of meeting was
mailed. The notice of nomination must contain the following information, to the
extent known: (a) name and address of proposed nominee(s); (b) principal
occupation of proposed nominee(s); (c) total shares to be voted for each
proposed nominee; (d) name and address of notifying shareholder; and (e) number
of shares owned by notifying shareholder. Nominations not made in accordance
with these requirements may be disregarded by the Chairman of the meeting, in
which case the votes cast for the proposed nominee will likewise be disregarded.
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<PAGE>
One Valley commenced business on September 4, 1981, as a bank holding
company. The financial operations of One Valley in 1995 primarily related to the
ownership and the establishment of policies for the management and direction of
One Valley Bank, National Association; One Valley Bank of Huntington, Inc.; One
Valley Bank of Mercer County, Inc.; One Valley Bank of Ronceverte, National
Association; One Valley Bank, Inc.; One Valley Bank of Oak Hill, Inc.; One
Valley Bank of Summersville, Inc.; One Valley Bank - East, National Association;
One Valley Bank - North, Inc.; One Valley Bank of Clarksburg, National
Association; and One Valley Bank, F.S.B. On January 26, 1996, an Agreement and
Plan of Merger was executed pursuant to which CSB Financial Corporation,
Lynchburg, Virginia, agreed to merge with and into a wholly-owned subsidiary of
One Valley. It is anticipated that this merger will be consummated by the third
quarter of 1996.
COMMITTEES OF THE BOARD
One Valley has a standing Audit Committee, Compensation Committee and
Nominating Committee.
The Audit Committee of One Valley consists of five members, Charles M.
Avampato, Nelle Ratrie Chilton, Edward H. Maier, John L. D. Payne and Richard B.
Walker, and met four times in 1995. This Committee reviews and evaluates
significant matters relating to audit and internal controls, reviews the scope
and results of audits by independent auditors, reviews the activities of the
internal audit staff, meets with the appropriate management personnel regarding
internal and external audit results and reports its findings to the Board of
Directors.
The Compensation Committee of One Valley consists of six members,
Charles M. Avampato, Nelle Ratrie Chilton, Phillip H. Goodwin, David E. Lowe,
John L. D. Payne, and H. Bernard Wehrle, III, and met three times in 1995. The
Compensation Committee administers the One Valley Bancorp of West Virginia,
Inc., 1983 and 1993 Incentive Stock Option Plans. It also approves compensation
levels for the executive management group of One Valley and its subsidiaries.
The Nominating Committee of One Valley consists of six members, Robert
F. Baronner, Nelle Ratrie Chilton, Phillip H. Goodwin, J. Holmes Morrison, John
L. D. Payne and Angus E. Peyton, and met once in 1995. The Nominating Committee
recommends nominees to fill vacancies on the Board of Directors, although the
President of One Valley will also entertain nominations made in accordance with
the Bylaws of One Valley previously described.
The Board of One Valley met seven times in 1995, and there were
numerous meetings of the Committees of the Board. During 1995, Directors
Gabriel, Lynch, VanMetre, Walker and Wehrle attended fewer than 75% of the
aggregate of the total number of meetings of the Board of One Valley and the
total number of meetings held by all Committees on which they served.
PRINCIPAL HOLDERS OF VOTING SECURITIES
John L. Dickinson and C. C. Dickinson, sons of John Q. Dickinson, one
of the original incorporators of One Valley Bank, National Association, formerly
Kanawha Valley Bank, National Association (hereinafter "One Valley Bank"), each
owned more than 10% of the issued and outstanding stock of One Valley Bank. Both
John L. and C. C. Dickinson are deceased, and much of the stock formerly held by
them is now held by family trusts created by them or their spouses. At the time
of the formation of One Valley as a one-bank holding company holding all of the
stock of One Valley Bank, the shares of One Valley Bank were exchanged on a one
for one basis for shares of One Valley. The John L. Dickinson Family Trusts
collectively hold 1,289,801 shares, representing 7.78% of the issued and
outstanding stock of One Valley. The C. C. Dickinson Family Trusts collectively
hold 866,980 shares, representing 5.23% of the issued and outstanding stock of
One Valley. The following table sets forth the names and addresses of those
shareholders who own beneficially more than 5% of the outstanding One Valley
Common Stock as of March 5, 1996, the amount and nature of the beneficial
ownership, and the percentage of outstanding voting securities represented by
the amount owned. The individuals named in the table are co-trustees of certain
of the Dickinson Family Trusts and most of the shares owned by them are owned in
their capacity as co-trustees.
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<PAGE>
<TABLE>
<CAPTION>
TITLE OF NAME AND ADDRESS AMOUNT AND NATURE OF PERCENT OF
CLASS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP (1) CLASS
----- ------------------- ------------------------ -----
<S> <C> <C> <C>
Common Stock Mary Price Ratrie 980,293(2) 5.91%
Kanawha Salines
Malden, WV 25306
Common Stock Charles C. Dickinson, III 903,040(3) 5.45%
1111 City National Building
Wichita Falls, Texas 76301
Common Stock Robert F. Goldsmith 866,343(4) 5.23%
1528 Dogwood Road
Charleston, WV 25314
Common Stock Ray M. Evans, Jr. 1,435,371(5) 8.66%
3401 Northside Parkway
Atlanta, GA 30327
</TABLE>
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(1) This table includes a duplication of beneficial ownership of securities
in cases where the named individuals have overlapping co-trustee
relationships. These four individuals hold, excluding duplication, a
total of 2,477,401 shares, or 14.94% of the total 16,580,306 shares of
One Valley Common Stock outstanding as of the record date. Although One
Valley Bank, a subsidiary of One Valley, is a co-trustee of these
various trusts, in all instances, the named individual co-trustees vote
the stock of One Valley held in the trusts.
(2) Consists of 37,455 shares owned of record; 866,980 shares held as
co-trustee with Charles C. Dickinson, III, and One Valley Bank (in
which trusts Mary Price Ratrie has a one-third beneficial interest);
756 shares owned by J. Q. Dickinson & Co., a sole proprietorship owned
by Mary Price Ratrie; and 75,102 shares owned by Dickinson Property
Limited Partnership in which Mary Price Ratrie is a beneficial owner.
(3) Consists of 36,060 shares owned of record and 866,980 shares held as
co-trustee with Mary Price Ratrie and One Valley Bank (in which trusts
Mr. Dickinson has a one-fifth beneficial interest).
(4) Consists of 26,364 shares owned of record; 2,488 shares owned of record
by his wife; 837,491 shares held as co-trustee with Ray M. Evans, Jr.,
and One Valley Bank. Not included in this total amount are 36,643
shares held in trusts from which Mr. Goldsmith may, at the discretion
of the co-trustees, receive distributions of income and, under certain
circumstances, distributions of principal.
(5) Consists of 837,491 shares held as co-trustee with Robert F. Goldsmith
and One Valley Bank; 140,460 shares held as co-trustee with One Valley
Bank and another individual co-trustee; 119,526 shares held with One
Valley Bank as co-trustee; 23,131 shares held by his wife as trustee of
trusts for the benefit of his children; 28,502 shares owned of record;
5,782 shares owned of record by his wife; and 280,479 shares owned by
Dickinson Company, of which Mr. Evans is an executive officer. Not
included in this total amount are 11,713 shares held in a trust from
which Mr. Evans may, at the discretion of the co-trustees, receive
distributions of income and, under certain circumstances, distributions
of principal.
OWNERSHIP OF SECURITIES BY DIRECTORS, NOMINEES AND OFFICERS
The following tabulation sets forth the number of shares of One Valley
Common Stock beneficially owned by (i) each of the nominees and directors, (ii)
each of the executive officers listed in the Summary Compensation Table, and
(iii) the directors, nominees, and executive officers of One Valley as a group
as of March 5, 1996, and indicates the percentages of common stock so owned.
There is no other class of voting securities issued and outstanding.
9
<PAGE>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP (1) CLASS
Phyllis H. Arnold 45,075 Direct (2) *
145 Indirect
Charles M. Avampato 18,597 Direct *
3,015 Indirect
Robert F. Baronner 10,216 Direct *
6,037 Indirect
Frederick H. Belden, Jr. 20,020 Direct (3) *
136 Indirect
C. Michael Blair, IV 60,987 Direct (4) *
3,820 Indirect
James K. Brown 2,664 Direct *
1,252 Indirect
John T. Chambers 7,067 Direct *
850 Indirect
Nelle Ratrie Chilton 43,078 Direct *
R. Marshall Evans, Jr. 28,502 Direct 8.7%
1,406,869 Indirect (5)
James Gabriel 6,482 Direct *
1,300 Indirect
Phillip H. Goodwin 1,777 Direct *
Thomas E. Goodwin 7,422 Direct *
7,478 Indirect
Cecil B. Highland, Jr. 324,691 Direct 2.0%
7,511 Indirect
Laurance G. Jones 16,900 Direct (6) *
2,500 Indirect
Robert E. Kamm, Jr. 277,817 Direct (7) 1.8%
19,252 Indirect
David E. Lowe 833 Direct *
John D. Lynch 21,000 Direct *
3,000 Indirect
Edward H. Maier 10,000 Direct
J. Holmes Morrison 61,962 Direct (8) *
782 Indirect
10
<PAGE>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP (1) CLASS
Charles R. Neighborgall, III 1,227 Direct *
2,688 Indirect
Robert O. Orders, Sr. 16,450 Direct *
John L. D. Payne 714 Direct 2.8%
457,484 Indirect (9)
Angus E. Peyton 35,177 Direct 1.2%
166,170 Indirect
Lacy I. Rice, Jr. 149,000 Direct *
Brent D. Robinson 27,105 Direct (10) *
682 Indirect
James W. Thompson 14,540 Direct *
4,216 Indirect
J. Lee Van Metre, Jr. 3,208 Direct *
Richard B. Walker 1,837 Direct *
H. Bernard Wehrle, III 1,180 Direct *
John H. Wick, III 10,784 Direct *
40,205 Indirect
Thomas D. Wilkerson 1,800 Direct *
All Directors, Nominees and Executive 1,229,779 Direct
Officers as a Group (32 individuals) 1,771,857 Indirect 18.1%
*Beneficial ownership does not exceed one percent of the class.
(1) Share totals of directors include 100 directors' qualifying shares,
which each director is required to own pursuant to One Valley's Bylaws.
Shares held indirectly include shares held by family members and shares
held through trusts or corporations which in turn hold shares of One
Valley.
(2) Includes options to purchase 12,420 shares pursuant to One Valley's
1983 Stock Option Plan. Includes options to purchase 15,640 shares
pursuant to One Valley's 1993 Stock Option Plan.
(3) Includes options to purchase 4,960 shares pursuant to One Valley's 1983
Stock Option Plan. Includes options to purchase 12,160 shares pursuant
to One Valley's 1993 Stock Option Plan.
(4) Includes options to purchase 6,050 shares pursuant to One Valley's 1993
Stock Option Plan. Includes options to purchase 7,312 shares pursuant
to Mountaineer Bankshares of W.Va., Inc. Stock Option Plan.
(5) See Note (5) to Principal Holders of Voting Securities.
11
<PAGE>
(6) Includes options to purchase 3,420 shares pursuant to One Valley's 1983
Stock Option Plan. Includes options to purchase 11,480 shares pursuant
to One Valley's 1993 Stock Option Plan.
(7) Includes options to purchase 11,295 shares pursuant to One Valley's
1983 Stock Option Plan. Includes options to purchase 8,370 shares
pursuant to One Valley's 1993 Stock Option Plan.
(8) Includes options to purchase 27,750 shares pursuant to One Valley's
1983 Stock Option Plan. Includes options to purchase 27,500 shares
pursuant to One Valley's 1993 Stock Option Plan.
(9) Consists of 93,606 shares held in nine trusts of which John L. D. Payne
is a co-trustee, 363,158 shares held by Dickinson Company,
Payne-Gallatin Mining Company and Horse Creek Land and Mining Company
(in which companies Mr. Payne is an executive officer), and 720 shares
owned by his children; does not include 88,031 shares held in or
through trusts in which John L. D. Payne, at the discretion of the
trustees, is an income beneficiary.
(10) Includes options to purchase 7,800 shares pursuant to One Valley's 1993
Stock Option Plan. Includes options to purchase 4,500 shares pursuant
to Mountaineer Bankshares of W.Va., Inc. Stock Option Plan.
EXECUTIVE COMPENSATION
The following table sets forth the annual and long-term compensation
for services in all capacities to One Valley for the fiscal years ended December
31, 1995, 1994, and 1993, of those persons who were, as of December 31, 1995,
(i) the chief executive officer and (ii) the four other most highly compensated
officers of One Valley.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Award Payouts
Other Securities All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation(1) Award(s) Options Payouts sation(2)
Position Year ($) ($) ($) ($) (#) ($) ($)
-------- ---- ------- -------- ---------- ---------- ----- ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 1995 340,000 140,080 0 0 9,500 0 3,750
President & CEO 1994 315,000 110,250 0 0 9,000 0 5,476
1993 275,000 114,297 0 0 9,000 0 5,263
Phyllis H. Arnold 1995 205,000 78,925 0 0 5,500 0 3,750
Exec. Vice President 1994 190,000 63,840 0 0 5,100 0 4,531
1993 170,000 63,750 0 0 5,040 0 4,553
Frederick H. Belden, Jr.1995 164,000 54,858 0 0 4,200 0 3,750
Exec. Vice President 1994 156,000 47,190 0 0 4,000 0 4,691
1993 148,000 50,875 0 0 3,960 0 4,550
Laurance G. Jones 1995 160,000 49,440 0 0 4,200 0 3,750
Exec. Vice President 1994 150,000 43,313 0 0 3,800 0 4,687
1993 132,000 43,560 0 0 3,480 0 4,462
Brent D. Robinson 1995 156,000 46,800 0 0 4,000 0 3,750
Exec. Vice President 1994 150,000 41,250 29,311 0 3,800 0 49,121
1993 138,900 27,754 0 0 0 0 8,813
</TABLE>
12
<PAGE>
(1) The amount included for Mr. Robinson in "Other Annual Compensation" in
1994 is the amount reimbursed for payment of taxes as a result of the
expenses paid by One Valley as listed in footnote (2).
(2) The amounts included in "All Other Compensation" consist of One
Valley's contributions on behalf of the listed officers to the 401(k)
Plan, pursuant to which participating employees receive a matching
contribution of 50% from One Valley for up to 5% of pay contributed to
the 401(k) Plan by the employee, to a maximum of $3,750 which
represents One Valley's matching share times $150,000, the maximum
compensation allowed for benefit calculation in a qualified plan. In
the case of Mr. Robinson, the amount reported for 1994 pertains to the
401(k) Plan ($3,808), relocation expenses ($20,313), and termination of
an arrangement with Mountaineer Bankshares for a company-provided
automobile ($25,000); for 1993 and 1992 pertains to the Mountaineer
Bankshares 401(k) Plan match and Board and Committee fees for services
rendered as a Board member of Mountaineer Bankshares. Under the
Mountaineer Bankshares 401(k) Plan, employees were permitted to
contribute up to 6% of salary for which the company made a 50% matching
contribution.
The following table sets forth further information on grants of stock
options during 1995 to (i) the listed officers and (ii) all optionees as a group
pursuant to One Valley's 1993 Incentive Stock Option Plan. The table also
provides information concerning the potential gain to all shareholders at the
designated rate of appreciation. No stock appreciation rights ("SARs") were
awarded by One Valley.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Grant Date
Individual Grants Value(1)
Number of % of Total Potential Realizable Value
Securities Options at Assumed Annual Rates
Underlying Granted to Exercise of Stock Appreciation for
Options Employees or Base Expira- Ten-Year Option Term
Granted in Fiscal Price(2) tion 0% 5% 10%
Name (#) Year ($/Sh) Date ($) ($) ($)
---- ----------- ----------- --------- -------- ----- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 9,500 9.6% 30.25 4/28/05 0 180,880 458,280
Phyllis H. Arnold 5,500 5.6% 30.25 4/28/05 0 104,720 265,320
Frederick H. Belden, Jr. 4,200 4.2% 30.25 4/28/05 0 79,968 202,608
Laurance G. Jones 4,200 4.2% 30.25 4/28/05 0 79,968 202,608
Brent D. Robinson 4,000 4.0% 30.25 4/28/05 0 76,160 192,960
28 Optionees (including
the five listed above) 96,000 100% 30.25 4/28/05 0 1,827,840 4,631,040
One Optionee 3,000 31.88 11/21/05 0 60,150 152,490
All Shareholders - - - - 0 515,854,829 800,994,583
Optionee Gain as % of
All Shareholders Gain - - - - 0 0.60% 0.60%
</TABLE>
- -------
(1) The actual value, if any, an executive may realize depends on the
excess of the stock price over the exercise price on the date the
option is exercised.
13
<PAGE>
(2) The exercise price is the fair market value of One Valley Common Stock
on the date the options were granted. Options are exercisable
immediately, and terminate upon termination of employment for reasons
other than death or retirement, upon the expiration of three months
after the date of retirement, upon the expiration of one year from the
date of death, or ten years from the option date.
The following table sets forth information concerning (i) the value
realized upon the exercise of stock options during 1995 by the listed officers,
and (ii) the number of unexercised options held by each listed officer as of
December 31, 1995, and the market value of the underlying shares if the options
had been exercised on that date. No SARs have been awarded by One Valley.
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options at
Shares Acquired Value FY-End (#) FY-End ($)
Name On Exercise (#) Realized ($)(1) Exercisable Exercisable
---- --------------- --------------- ----------- -----------
<S> <C> <C> <C> <C>
J. Holmes Morrison 3,570 57,393 55,250 500,439
Phyllis H. Arnold 6,300 121,921 28,060 225,885
Frederick H. Belden, Jr. 2,600 48,412 17,120 91,595
Laurance G. Jones 0 0 14,900 64,762
Brent D. Robinson 4,350 80,521 12,300 77,175
</TABLE>
- -------
(1) Market value of underlying securities at exercise, minus the exercise
or base price.
Compensation covered by a qualified pension plan is based on total pay,
including all Management Incentive Compensation Plan payments, received during
the sixty consecutive months of employment which results in the highest total
divided by five. Such compensation is directly related to the total annual
salary and bonus set forth in the Summary Compensation Table except that for
this qualified plan, compensation relative to benefit calculation cannot exceed
$150,000. In 1995 this plan was amended to comply with revised IRS regulations.
As of November 1, 1995, the credited years of service under the retirement plan
for the individuals named in the table shown under Executive Compensation were:
Phyllis H. Arnold, 19.667 years; J. Holmes Morrison, 28.17 years; Frederick H.
Belden, Jr., 28 years; Laurance G. Jones, 26.33 years; and Brent D. Robinson,
7.833 years.
In 1990, a Supplemental Employee Retirement Plan (SERP) was established
for certain members of senior management, including the individuals named in the
Cash Compensation Table, which provides for a benefit at normal retirement of 65
percent of final average compensation, less (i) the retirement benefit under the
Defined Benefit Pension Plan, (ii) any retirement benefits from a previous
employer, and (iii) the employee's Social Security benefit. The plan further
provides reduced early retirement benefit target objectives and a disability
retirement benefit target of 60 percent of final average compensation at the
time of disability, minus the benefits paid under the employer Long-Term
Disability Plan and the employee's Social Security benefit. During 1995,
$782,954 was paid into the SERP Trust, $550,539 of which was to fund future
benefits for Mr. Baronner who is already receiving benefit payments, and
$267,787 was accrued for future payment to the Trust.
14
<PAGE>
The following table indicates, for purposes of illustration, the
approximate annual retirement benefits (Qualified Plan and Supplemental Plan)
that would be payable to an employee retiring on November 1, 1995, at age 65 on
the full life annuity form under various assumptions as to salary and years of
service. Benefits are not subject to deduction for Social Security or other
offset amounts.
<TABLE>
<CAPTION>
PENSION PLAN TABLE
HIGHEST CONSECUTIVE ESTIMATED ANNUAL PENSION FOR
FIVE-YEAR REPRESENTATIVE YEARS OF CREDITED SERVICE
AVERAGE COMPENSATION 15 20 25 30 35
<S> <C> <C> <C> <C> <C>
$125,000 $28,056 $37,408 $66,862 $66,862 $66,862
150,000** 34,056 45,408 83,112 83,112 83,112
175,000 34,056 45,408 99,362 99,362 99,362
200,000 34,056 45,408 115,612 115,612 115,612
225,000 34,056 45,408 131,862 131,862 131,862
250,000 34,056 45,408 148,112 148,112 148,112
300,000 34,056 45,408 180,612 180,612 180,612
400,000 34,056 45,408 245,612 245,612 245,612
450,000 34,056 45,408 278,112 278,112 278,112
500,000 34,056 45,408 310,612 310,612 310,612
</TABLE>
**IRS Maximum for Qualified Plan.
CHANGE OF CONTROL ARRANGEMENTS
In January 1987, and in January 1994 in the case of Mr. Robinson, One
Valley entered into agreements with the officers listed in the Summary
Compensation Table and with certain other officers to encourage those key
officers not to seek other employment because of the possibility that One Valley
might be acquired by another entity. The Board of Directors determined that such
an arrangement was appropriate, especially in view of the volatile banking
market anticipated in West Virginia with the advent of interstate banking. The
agreements were not undertaken in the belief that a change of control of One
Valley was imminent.
The agreements are for a term of three years and on each anniversary
date the term is automatically extended for an additional one-year period unless
a 60-day prior written notice is given by either party. Generally, the
agreements provide severance compensation to those officers if their employment
should end under certain specified conditions after a change of control of One
Valley. Compensation is paid upon any involuntary termination following a change
of control unless the officer is terminated for cause. In addition, compensation
will be paid after a change of control if the officer voluntarily terminates
employment because of a salary reduction, reassignment without consent to an
office more than 50 miles from the officer's location at the time of a change of
control, failure by One Valley to obtain assumption of the contract by its
successor, or termination of employment without a 30-day written notice.
Under the agreements, a change of control is deemed to occur in the
event of any business combination which would require a higher than majority
vote of the shareholders under One Valley's Articles of Incorporation, or an
occurrence of a nature that would be required to be reported to the Securities
and Exchange Commission as a change of control. Severance benefits include: (a)
a cash payment equal to the officer's monthly base salary multiplied by the
number of full months between the date of termination and a date which is 30
months after the date on which the change of control occurs; (b) payment of the
award due, if any, under One Valley's Management Incentive Compensation Plan for
the year in which termination occurs; and (c) continuing participation in
employee benefit plans and programs such as retirement, disability and medical
insurance for a period of 30 months after the change in control.
15
<PAGE>
BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee ("Committee") of the Board of Directors
establishes compensation policies, plans and programs which are intended to
accomplish three objectives: to attract and retain highly capable and
well-qualified executives; to focus executives' efforts on increasing long-term
shareholder value; and to reward executives at levels which are competitive with
the marketplace for similar positions and commensurate with performance of each
executive and of One Valley. The Committee has determined that to accomplish
these objectives, total compensation should be comprised of base salary,
short-term incentive compensation, and long-term incentive compensation.
The Committee meets several times annually with the Chief Executive
Officer and senior human resources executives to review, modify as appropriate,
and approve the compensation programs for executives, utilizing the services of
outside compensation consultants when appropriate. In determining the salary
budget for 1995 and in fixing levels of executive compensation, the Committee
considered internal equity and external competitiveness of base compensation and
total compensation and One Valley's performance relative to its long-range
goals. In its evaluation of One Valley's corporate performance for the purpose
of fixing base salary levels, the Committee does not attempt to assign specific
weights to multiple factors which, taken together, constitute "corporate
performance." Consequently, its evaluation of corporate performance is
subjective to the extent that the Committee considers all aspects of corporate
performance, including but not limited to long-range plan goals for earnings,
asset quality, capital, liquidity and resource utilization; however, significant
emphasis is given to the annual increase in One Valley's earnings per share.
Base salaries for executive officers are determined first by an evaluation of
the officer's success as measured against annually established goals for
individual performance and the performance of the business unit(s) for which
they have responsibility. Second, base salaries are measured against market
place salaries of equivalent positions in financial institutions of comparable
size. Marketplace information is determined using data from several recognized
compensation survey services. In 1995 the Committee independently engaged a
third party consultant, Price Waterhouse LLP, to study the compensation and
benefits of the most senior executives of the corporation and to offer an
evaluation and recommendations for 1996.
Currently base compensation for executives of One Valley, while
competitive, is maintained below the average for similar positions within
comparable financial institutions. The Committee believes, philosophically, that
compensation should, on the whole, be incentive driven; however, base
compensation should be reasonably competitive in the marketplace. To this end,
the Committee has set a base salary range target for executives at the 37.5
percentile of the marketplace average. The Committee believes that the
appropriate level of executive base compensation is primarily market-driven,
although base compensation is also dependent on corporate performance and on
each executive's progress toward individual goals.
The Committee believes that incentive compensation is an appropriate
adjunct to base compensation which, together with base compensation, should
approach the industry median for total compensation if established goals are
met. Short-term incentive compensation is provided to key executives, as
determined by the Compensation Committee pursuant to One Valley's Management
Incentive Compensation Plan ("MICP"). Awards under MICP are granted based upon
One Valley's earnings per share relative to a target level set by the Board of
Directors. If the target is met, awards are calculated for each participant
based upon the level of corporate performance relative to the target, upon
performance of the executive and the unit he or she manages in meeting assigned
objectives, and upon the executive's relative position within One Valley. The
determination of corporate performance for this purpose is based solely upon
earnings per share. Thus the level of annual performance of One Valley,
determined in a manner which emphasizes factors which should have a positive
impact upon total return to shareholders, has a significant impact upon total
executive compensation.
The Committee believes that shareholder value can be further enhanced
by closely aligning the financial interests of One Valley's key executives with
those of its shareholders. Awards of stock options pursuant to One Valley's
Incentive Stock Option Plan ("ISOP") are intended to meet this objective and
constitute the long-term incentive portion of executive compensation.
Participation in the ISOP is limited to approximately thirty employees of
the top management of One Valley and its affiliate banks who are deemed to
have the opportunity to most significantly affect corporate results. Under
the ISOP, the option price paid by the executive to exercise the option is
the fair market value of the stock on the day the option is granted, and
the option is freely exercisable within a ten-year period. The options attain
value over that time only if the market price of the underlying stock
increases, and the increase in value of the option is directly tied to the
increase in the value of the stock. The Committee believes the ISOP focuses
the attention and efforts of executive management upon increasing long-term
16
<PAGE>
shareholder value, and the Committee annually awards options to key executives
in amounts it believes are adequate to achieve the desired objective. The total
number of shares available for award in each plan year is specified in the ISOP.
These shares are generally allocated based upon the Committee's subjective
judgment, taking into account the historical levels of awards and the relative
positions of the participants in the ISOP.
Total compensation for the CEO is determined in essentially the same
way as for other executives, recognizing that the CEO has overall responsibility
for the performance of One Valley. Therefore, One Valley's performance has a
direct impact upon the CEO's compensation in that its earnings per share
determine the amount of base compensation increase and the MICP award; and, in
addition, the market price of One Valley's Common Stock determines the value of
options awarded during prior periods. The base compensation of the CEO in 1995
was based in large measure on the corporate results in 1994 relative to
long-range plan goals for earnings, asset quality, capital, liquidity and
resource utilization. As discussed above, no attempt is made by the Committee to
assign relative weights to the various components of corporate performance in
fixing the CEO's base compensation. The targeted earnings were $2.70 per share
and actual earnings per share were $2.70, which was 7.1% higher than 1993
earnings of $2.52 per share.
Recent revisions to the Internal Revenue Code disallow deductions in
excess of $1,000,000 for certain executive compensation. The Committee has not
adopted a policy in this regard since none of One Valley's executives receive
compensation approaching the $1,000,000 level. The report shall not be deemed
incorporated by reference by any general statement incorporating by reference
this proxy statement into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that One Valley
specifically incorporates this report by reference, and shall not otherwise be
filed under such Acts.
The report is submitted by the Compensation Committee, which consists
of
Phillip H. Goodwin, Chairman
Charles M. Avampato
Nelle Ratrie Chilton
David E. Lowe
John L. D. Payne
H. Bernard Wehrle, III.
17
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in One
Valley's cumulative total shareholder return on its Common Stock for the
five-year period ending December 31, 1995, with the cumulative total return of
the Standard & Poor's 500 Stock Index and the Media General Industry Group Index
- - 04, which consists of all banks and bank holding companies within the United
States whose stock has been publicly traded for at least six years. The graph
assumes (i) the reinvestment of all dividends and (ii) an initial investment of
$100. There is no assurance that One Valley's stock performance will continue in
the future with the same or similar trends as depicted in the graph. The graph
shall not be deemed incorporated by reference by any general statement
incorporating by reference this proxy statement into any filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the
extent that One Valley specifically incorporates this graph by reference, and
shall not otherwise be filed under such Acts.
FIVE-YEAR CUMULATIVE TOTAL RETURN COMPARISON
There follows a chart containing the following plot points.
<TABLE>
<CAPTION>
FISCAL YEAR ENDING
COMPANY 1990 1991 1992 1993 1994 1995
<S> <C> <C> <C> <C> <C> <C>
ONE VALLEY BANCORP 100 202 315 300 314 359
STANDARD & POOR'S 500 100 130 140 155 157 216
ALL PUBLICLY TRADED BANKS 100 141 168 199 189 267
</TABLE>
(Performance Graph appears here. See table above for the plot points.)
18
<PAGE>
COMPENSATION OF DIRECTORS
During 1995, each director who was not also an officer and full-time
employee of One Valley received $600 for each meeting of the Board of Directors
of One Valley attended, $350 to the respective directors who attended the
Board's Audit Committee, and, as members of certain other committees of the
Board of Directors, received $275 for each meeting of a committee of the Board
of Directors attended. In addition, Mr. Baronner received compensation in the
amount of $18,000 for serving as Chairman of the Board of Directors. During
1995, there were no other arrangements pursuant to which any director of One
Valley was compensated for services as a director.
Directors of One Valley are eligible to defer fees pursuant to the One
Valley Deferred Compensation Plan, which was adopted in 1984, with respect to
fees received in 1984 and thereafter for services rendered as a director of One
Valley.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires One
Valley's directors and executive officers, and persons who own more than ten
percent of a registered class of One Valley's equity securities, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of Common Stock and other equity securities of One
Valley. Officers, directors and greater than ten percent shareholders are
required by SEC regulation to furnish One Valley with copies of all Section
16(a) forms they file.
To One Valley's knowledge, based solely upon review of the copies of
such reports furnished to One Valley and written representations that no other
reports were required, during the two fiscal years ended December 31, 1994, all
Section 16(a) filing requirements applicable to its officers, directors and
greater than ten percent beneficial owners were complied with.
CERTAIN TRANSACTIONS WITH DIRECTORS AND OFFICERS AND THEIR ASSOCIATES
One Valley and its various banking subsidiaries have had and expect to
have in the future transactions in the ordinary course of business with
directors, officers, principal shareholders and their associates. During 1995,
all of these transactions were made on substantially the same terms, including
interest rates, collateral and repayment terms on extensions of credit, as those
prevailing at the same time for comparable transactions with other unaffiliated
persons. Such transactions, which at December 31, 1995, were, in the aggregate,
19.6% of total shareholders' equity, in the opinion of the management of One
Valley, did not involve more than the normal risk of collectibility or present
other unfavorable features.
Jackson & Kelly, a law firm in which Director James K. Brown is a
partner; Steptoe & Johnson, a law firm in which Director J. Lee Van Metre, Jr.,
is a partner; Bowles, Rice, McDavid, Graff & Love, a law firm in which Director
Lacy I. Rice, Jr., is a partner; and McNeer, Highland & McMunn, a law firm in
which Director Cecil B. Highland, Jr., is of counsel, performed legal services
for One Valley and its subsidiaries in 1995 and will perform similar services in
1996. On the basis of information provided by Messrs. Brown, Van Metre, Rice and
Highland, One Valley believes that less than five percent of the gross revenues
of those law firms did in 1995, and will in 1996, result from payment for legal
services by One Valley and its subsidiaries. In the opinion of One Valley, these
transactions were on terms as favorable to One Valley as they would have been
with third parties not otherwise affiliated with One Valley.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1995, One Valley's affiliate banks, and One Valley Square, Inc.,
paid $106,153 to TerraCare, Inc., for landscaping services. TerraCare, Inc., is
a wholly-owned subsidiary of TerraCo, Inc. Mary Price Ratrie, a principal
shareholder of One Valley, is the principal shareholder and President of
TerraCo, Inc., and Director Nelle Ratrie Chilton is Vice President and director
of TerraCo, Inc. During 1995, The Neighborgall Construction Co. received
payments of $1,968 from One Valley's affiliate, One Valley Bank of Huntington,
Inc., for repair work to facilities owned by the bank. It is anticipated that
additional payments will be made in 1996 to TerraCare, Inc., and
19
<PAGE>
to The Neighborgall Construction Co. In the opinion of One Valley, these
transactions were on terms as favorable to One Valley as they would have been
with third parties not otherwise affiliated with One Valley. The members of One
Valley's Compensation Committee are Phillip H. Goodwin, Charles M. Avampato,
Nelle Ratrie Chilton, David E. Lowe, John L. D. Payne, and H. Bernard Wehrle,
III.
2. PROPOSAL TO APPROVE SELECTION OF AUDITORS
The Board of Directors has selected the firm of Ernst & Young
LLP to serve as independent auditors for One Valley for 1996 and
proposes the approval by the shareholders at the Annual Meeting of
Shareholders of that selection. If that selection does not receive the
approval of a majority of the votes represented in person or by proxy,
the Board will request a later approval of an alternate auditor. One
Valley is advised that no member of this accounting firm has any direct
or indirect material interest in One Valley, or any of its subsidiaries.
A representative of Ernst & Young LLP will be present at the Annual
Meeting to respond to appropriate questions and to make a statement if
desired. The enclosed proxy will be voted "FOR" the approval of the
selection of Ernst & Young LLP unless otherwise directed. The affirmative
vote of a majority of the shares of One Valley Common Stock represented
at the Annual Meeting of Shareholders is required to approve the
selection of Ernst & Young LLP.
3. PROPOSAL TO APPROVE CHANGE OF CORPORATE NAME
Following its incorporation in 1981, One Valley has conducted
operations under the corporate title "One Valley Bancorp of West Virginia, Inc."
By Agreement in Lieu of Meeting made as of February 20, 1996, the Board of
Directors unanimously adopted a resolution which approved for submission to a
vote of the shareholders a proposal to amend Article I of the Articles of
Incorporation of One Valley to change its corporate name to "One Valley Bancorp,
Inc."
The Board of Directors of One Valley believes that deleting the phrase
"of West Virginia" from its corporate name is consistent with One Valley's
expanding interstate activity and with the current status of banking laws and
regulations. At the time of One Valley's formation in 1981, the laws of the
State of West Virginia did not permit branch banking or interstate operations.
Since that time, banking laws have been modernized, and with the passage of the
Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994,
full-fledged interstate banking will be a reality in the near future. As
previously noted, One Valley has executed an Agreement and Plan of Merger to
acquire all of the outstanding shares of CSB Financial Corporation in Lynchburg,
Virginia.
One Valley has had and continues to have discussions with various
banks, both within and outside the State of West Virginia, regarding the
possible acquisition of additional banking subsidiaries and branch facilities.
The proposed change to its corporate name should facilitate any interstate
acquisitions and will more accurately reflect the expanding scope of One
Valley's operations beyond the State of West Virginia.
The Board recommends that Article I of the Articles of Incorporation of
One Valley be amended and restated in its entirety to read as follows:
"The name of the corporation shall be One Valley Bancorp,
Inc."
and that the amendment to Article I be approved by the shareholders.
An affirmative vote of a majority of the outstanding shares of One
Valley Common Stock is required to approve the amendment. Shares voted "ABSTAIN"
and shares not voted will have the same effect as if these shares were voted
"AGAINST" approval of the amendment.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE
"FOR" APPROVAL OF THIS PROPOSAL. The enclosed proxy will be voted "FOR" the
approval of the proposed change in corporate title unless otherwise directed.
20
<PAGE>
FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
Upon written request by any shareholder to Laurance G. Jones,
Treasurer, One Valley, P. O. Box 1793, Charleston, West Virginia 25326,
a copy of One Valley's 1995 Annual Report on Form 10-K will be provided
without charge.
OTHER INFORMATION
If any of the nominees for election as directors are unable to serve as
directors by reason of death or other unexpected occurrence, proxies will be
voted for a substitute nominee or nominees designated by the Board of One Valley
unless the Board of Directors adopts a resolution pursuant to the Bylaws
reducing the number of directors. The Board of Directors is unaware of any other
matters to be considered at the meeting, but if any other matters properly come
before the meeting, persons named in the proxy will vote such proxy in
accordance with the recommendation of the Board of Directors.
SHAREHOLDER PROPOSALS FOR 1997
Any shareholder who wishes to have a proposal placed before the next
Annual Meeting of Shareholders must submit the proposal to Merrell S. McIlwain
II, Secretary of One Valley, at its executive offices, no later than November
17, 1996, to have it considered for inclusion in the proxy statement of the
Annual Meeting in 1997.
J. Holmes Morrison
PRESIDENT
Charleston, West Virginia
March 18, 1996
<PAGE>
*******************************************************************************
APPENDIX
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
PROXY ONE VALLEY BANCORP OF WEST VIRGINIA, INC. PROXY
CHARLESTON, WEST VIRGINIA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, APRIL 23, 1996
Michael A. Albert, John R. Lukens and Louis S. Southworth, II, or any
one of them, are hereby authorized to represent and to vote stock of the
undersigned in One Valley Bancorp of West Virginia, Inc. at the Annual Meeting
of Shareholders to be held April 23, 1996, and any adjournment thereof.
Unless otherwise specified on this Proxy, the shares represented by
this Proxy will be voted "FOR" the propositions listed on the reverse side and
described more fully in the Proxy Statement of One Valley Bancorp of West
Virginia, Inc., distributed in connection with this Annual Meeting. If any
shares are voted cumulatively for the election of Directors, the Proxies, unless
otherwise directed, shall have full discretion and authority to cumulate their
votes and vote for less than all such nominees. If any other business is
presented at said meeting, this Proxy shall be voted in accordance with
recommendations of the Board of Directors.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
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ONE VALLEY BANCORP OF WEST VIRGINIA, INC.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY
The Board of Directors recommends a vote "FOR" the listed propositions.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. Election of Directors for a three-year term - FOR WITHHOLD FOR ALL
(Except Nominees(s)written Below
Nominees: Phyllis H. Arnold, Charles M. Avampato, James [ ] [ ] [ ]
Gabriel, Thomas E. Goodwin, John D. Lynch, Charles R.
Neighborgall, III, James W. Thompson, J. Lee
VanMetre, Jr., H. Bernard Wehrle, III, and John H. Wick,
III
2. Approve the appointment of Ernst & Young LLP FOR AGAINST ABSTAIN
as independent Certified Public Accountants [ ] [ ] [ ]
for 1996.
3. Approve an amendment to the Articles of Incorporation to FOR AGAINST ABSTAIN
change the corporate name of One Valley from One Valley [ ] [ ] [ ]
Bancorp of West Virginia, Inc., to One Valley
Bancorp, Inc.
4. Transact such other business as may properly come before the FOR AGAINST ABSTAIN
meeting and any adjournment thereof. [ ] [ ] [ ]
</TABLE>
Dated:__________________, 1996
Signature( s)______________________
------------------------------------
When signing as attorney,
executor, administrator,
trustee or guardian,
please give full title.
If more than one trustee,
all should sign.
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