<PAGE>
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 Section 240.14a-11(c) or Section 240.14a-12
One Valley Bancorp, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than 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)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
( ) 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:
2) Form, Schedule, or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ONE VALLEY BANCORP, INC.
CHARLESTON, WEST VIRGINIA
-------------------------
NOTICE OF REGULAR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 28, 1998
-------------------------
To the Shareholders:
The Regular Annual Meeting of Shareholders of One Valley Bancorp, 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 28,
1998, for the purpose of considering and voting upon proposals:
1. To elect seven directors - six to serve for a term of three
years, and one to serve for a term of one year, and until their
successors are chosen and qualify.
2. To ratify the selection of Ernst & Young LLP by the Board of
Directors as Independent Auditors for the year 1998.
3. 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 10,
1998, 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 20, 1998
<PAGE>
ONE VALLEY BANCORP, INC.
ONE VALLEY SQUARE
CHARLESTON, WEST VIRGINIA
-------------------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS -- APRIL 28, 1998
-----------------------
This statement is furnished in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders of One Valley Bancorp,
Inc. ("One Valley"), to be held on Tuesday, April 28, 1998, 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 20, 1998. 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 seven management nominees as
directors for the terms specified and "FOR" the ratification of the selection of
Ernst & Young LLP as Independent Auditors. 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, telegraph or other form of communication.
ELIGIBILITY OF STOCK FOR VOTING PURPOSES
Pursuant to One Valley's Bylaws, the Board of Directors has fixed March
10, 1998, 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, 27,212,631 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, 4,970,823 shares of stock representing 18.27%
of the shares of One Valley outstanding. Of these shares, the banks hold
4,210,550 shares as co-trustee or co-executor and 760,273 shares as sole trustee
or sole executor (other principal holders of One Valley's stock are discussed
under "Principal Holders of Securities"). The 4,210,550 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 760,273 shares held by the
banks as sole trustee or sole executor, 688,905 shares (or 2.53% of the total
shares outstanding) will be voted by the banks, as trustee or executor, "FOR"
the election of the seven management nominees as directors and "FOR" the
ratification of the selection of Ernst & Young LLP as Independent Auditors. The
remaining 71,368 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.
1
<PAGE>
PURPOSE OF MEETING
1. ELECTION OF DIRECTORS
One Valley's Bylaws currently provide that the Board of Directors shall
consist of not fewer than six nor more than 33 members. The Bylaws also provide
that the exact number of directors within these minimum and maximum limits is to
be fixed and determined by resolution of the Board of Directors. There are
presently 29 directors on the Board, and at a meeting held February 17, 1998,
the Board's Executive Committee fixed at 27 the number of directors to
constitute the full Board of Directors of One Valley effective April 28, 1998.
The term of Mr. Robert O. Orders, Sr., as a director of One Valley expires at
the 1998 Annual Meeting, and in accordance with One Valley's Directors'
Retirement Policy, he will not stand for re-election. Mr. C. Michael Blair has
completed his term of service and 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 six
nominees have been nominated for three-year terms, and one nominee has been
nominated for a one-year term, and until their successors are chosen and
qualify. This will result in a Board composed of three classes with twelve
directors in the class of 1999, nine directors in the class of 2000 and six
directors in the class of 2001.
MANAGEMENT NOMINEES TO THE BOARD OF ONE VALLEY
Unless otherwise directed, the proxies will be voted "FOR" the election
of the following seven directors to serve for terms expiring at the Annual
Meeting of Shareholders for the years indicated below and until their successors
are chosen and qualify.
<TABLE>
<CAPTION>
<S> <C>
(Photograph appears ROBERT F. BARONNER
here of Robert F. Baronner) DIRECTOR SINCE 1981
TERM EXPIRES 1999
AGE 71
Chairman of the Board - One Valley Bancorp, Inc., Charleston, WV;
formerly President and Chief Executive Officer - One Valley
Bancorp, Inc., Charleston, WV
(Photograph appears R. MARSHALL EVANS, JR.
here of R. Marshall DIRECTOR SINCE 1984
Evans, Jr.) TERM EXPIRES 2001
AGE 56
President - Dickinson Co., Quincy Coal Co., and Chesapeake Mining Co.,
Charleston, WV; Vice President -Geary Securities, Charleston, WV; President -
Hubbard Properties, Inc., Cheyenne, WY (2)
(Photograph appears JAMES K. BROWN
here of James K. Brown) DIRECTOR SINCE 1981
TERM EXPIRES 2001
AGE 68
Attorney - Jackson & Kelly,
Charleston, WV
(Photograph appears PHILLIP H. GOODWIN
here of Phillip H. Goodwin DIRECTOR SINCE 1989
TERM EXPIRES 2001
AGE 57
President and Chief Executive
Officer - CAMCARE; 1987 to 1997 President - Charleston Area Medical Center,
Charleston, WV
(Photograph appears NELLE RATRIE CHILTON
here of Nelle Ratrie Chilton)DIRECTOR SINCE 1989
TERM EXPIRES 2001
AGE 58
Director and Vice President - Dickinson Fuel Co., Inc., Charleston, WV;
TerraCo., Inc., Charleston, WV; TerraCare, Inc., TerraSalis,
Inc., TerraSod, Inc., Malden, WV
(Landscaping) (1)
(Photograph appears JOHN L. D. PAYNE
here of John L.D. Payne) DIRECTOR SINCE 1981
TERM EXPIRES 2001
AGE 59
President - Payne-Gallatin Mining Co., Charleston, WV (2)
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
(Photograph appears BRENT D. ROBINSON
here of Brent D. Robinson) DIRECTOR SINCE 1994
TERM EXPIRES 2001
AGE 50
1998 to present - President and Chief Executive Officer - One Valley Bank-East,
Martinsburg, WV; 1995 to 1997 - President and Chief Executive Officer - One
Valley Bank of Huntington, Huntington, WV; 1993 to 1996 - Executive Vice
President, One Valley Bancorp, Inc.; formerly President, Chief Operating
Officer and Chief Financial Officer Mountaineer Bankshares of W.Va., Inc.
DIRECTORS CONTINUING TO SERVE UNEXPIRED TERMS
(Photograph appears PHYLLIS H. ARNOLD
here of Phyllis H. Arnold) DIRECTOR SINCE 1993
TERM EXPIRES 1999
AGE 49
President and Chief Executive
Officer - One Valley Bank, National
Association, Charleston, WV
(Photograph appears H. RODGIN COHEN
here of H. Rodgin Cohen) DIRECTOR SINCE 1997
TERM EXPIRES 2000
AGE 53
Attorney - Sullivan & Cromwell, New York, NY
(Photograph appears CHARLES M. AVAMPATO
here of Charles M. Avampato) DIRECTOR SINCE 1984
TERM EXPIRES 1999
AGE 59
President - Clay Foundation, Inc., Charleston, WV (Charitable
Foundation)
(Photograph appears JAMES GABRIEL
here of James Gabriel) DIRECTOR SINCE 1993
TERM EXPIRES 1999
AGE 67
President and Chief Executive
Officer - Gabriel Brothers, Inc., Morgantown, WV (Retail Sales)
(Photograph appears DENNIS M. BONE
here of Dennis M. Bone) DIRECTOR SINCE 1997
TERM EXPIRES 2000
AGE 46
1995 to present - President and Chief Executive Officer - Bell Atlantic - West
Virginia, Inc.; formerly Director, Regulatory Planning - Bell Atlantic - New
Jersey, Inc., Charleston, WV
(Photograph appears THOMAS E. GOODWIN
here of Thomas E. Goodwin) DIRECTOR SINCE 1985
TERM EXPIRES 1999
AGE 68
Chairman of the Board - One Valley Bank of Ronceverte, National
Association, Ronceverte, WV
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
<S><C>
(Photograph appears BOB M. JONNSON
here of Bob M. Jonnson) DIRECTOR SINCE 1996
TERM EXPIRES 2000
AGE 62
1998 to present - Vice Chairman of the Board - One Valley Bank Central Virginia;
1996 to 1997 President and Chief Executive Officer - One Valley Bank - Central
Virginia; formerly President and Chief Executive Officer - Co-operative Savings
Bank, FSB, Lynchburg, VA
(Photograph appears J. HOLMES MORRISON
here of J. Holmes Morrison) DIRECTOR SINCE 1990
TERM EXPIRES 2000
AGE 57
President and Chief Executive
Officer - One Valley Bancorp, Inc., and Chairman of the Board - One Valley Bank,
National Association, Charleston, WV
(Photograph appears ROBERT E. KAMM, JR.
here of Robert E. Kamm, Jr.) DIRECTOR SINCE 1987
TERM EXPIRES 2000
AGE 46
President and Chief Executive
Officer - One Valley Bank of Summersville, Inc., Summersville, WV
(Photograph appears CHARLES R. NEIGHBORGALL, III
here of Charles R. DIRECTOR SINCE 1987
Neighborgall, III) TERM EXPIRES 1999
AGE 56
President - The Neighborgall
Construction Company, Huntington, WV
(Photograph appears JOHN D. LYNCH
here of John D. Lynch) DIRECTOR SINCE 1986
TERM EXPIRES 1999
AGE 57
Vice President - Davis Lynch Glass
Company, Star City, WV
(Photograph appears ANGUS E. PEYTON
here of Angus E. Peyton DIRECTOR SINCE 1981
TERM EXPIRES 1999
AGE 71
Attorney - Brown and Peyton,
Charleston, WV (3)
(Photograph appears EDWARD H. MAIER
here of Edward H. DIRECTOR SINCE 1983
Maier) TERM EXPIRES 2000
AGE 54
President - General Corporation,
Charleston, WV (Real Estate
Investment and Natural Gas
Production)
(Photograph appears LACY I. RICE, JR.
here of Lacy I. Rice, Jr.) DIRECTOR SINCE 1994
TERM EXPIRES 2000
AGE 66
Attorney - Bowles, Rice, McDavid, Graff & Love; Vice Chairman of the Board - One
Valley Bancorp, 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.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
<S><C>
(Photograph appears JAMES W. THOMPSON
here of James W. Thompson) DIRECTOR SINCE 1983
TERM EXPIRES 1999
AGE 70
Chairman of the Board - One Valley Bank of Mercer County, Inc., Princeton, WV
(Photograph appears H. BERNARD WEHRLE, III
here of H. Bernard DIRECTOR SINCE 1991
Wehrle, III) TERM EXPIRES 1999
AGE 46
President - McJunkin Corporation, Charleston, WV (Industrial
Wholesaler)
(Photograph appears J. LEE VAN METRE, JR.
here of J. Lee Van Metre, DIRECTOR SINCE 1986
Jr.) TERM EXPIRES 1999
AGE 60
Attorney - Steptoe & Johnson;
Secretary of the Board - One Valley Bank - East, National Association, Martinsburg, WV
(Photograph appears JOHN H. WICK, III
here of John H. Wick, III) DIRECTOR SINCE 1993
TERM EXPIRES 1999
AGE 52
1992 to present - Vice President - Dickinson Fuel Co., Inc., Charleston, WV (1)
(Photograph appears RICHARD B. WALKER
here of Richard B. Walker DIRECTOR SINCE 1991
TERM EXPIRES 2000
AGE 59
Chairman of the Board and Chief
Executive Officer - Cecil I. Walker
Machinery Co., Belle, WV
(Photograph appears THOMAS D. WILKERSON
here of Thomas D. DIRECTOR SINCE 1981
Wilkerson) TERM EXPIRES 2000
AGE 69
Senior Agent - Northwestern Mutual Life Insurance Company, Charleston, WV
</TABLE>
(1) Nelle Ratrie Chilton is the sister-in-law of John H. Wick, III.
(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.
5
<PAGE>
GENERAL
One Valley's Bylaws provide that in the election of directors, 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.
One Valley's Bylaws 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. To the
extent known, the notice of nomination must contain the following information:
(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.
One Valley commenced business on September 4, 1981, as a bank holding
company. The financial operations of One Valley in 1997 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 - Central Virginia, N.A.
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 1997. 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, Dennis M. Bone, Nelle Ratrie Chilton, Phillip H. Goodwin,
John L. D. Payne and H. Bernard Wehrle, III, and met once in 1997. The
Compensation Committee administers the One Valley Bancorp, 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 two times in 1997. 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 One Valley's Bylaws previously described.
One Valley's Board met eight times in 1997, and there were numerous
meetings of the Committees of the Board. During 1997, Directors Phillip H.
Goodwin and Robert O. Orders, Sr., attended fewer than 75% of the aggregate of
the total number of One Valley Board meetings and the total number of meetings
held by all Committees on which they served.
6
<PAGE>
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 One Valley's formation as a one-bank holding company holding 100% 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 2,015,225 shares, representing 7.41% of the issued and
outstanding stock of One Valley. The C. C. Dickinson Family Trusts collectively
hold 1,354,653 shares, representing 4.98% 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 10, 1998, 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.
<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 1,534,917(2) 5.64%
Kanawha Salines
Malden, WV 25306
Common Stock Charles C. Dickinson, III 1,405,705(3) 5.17%
1111 City National Building
Wichita Falls, Texas 76301
Common Stock R. Marshall Evans, Jr. 2,242,704(4) 8.24%
3401 Northside Parkway
Atlanta, GA 30327
- -------
</TABLE>
(1) This table includes a duplication of beneficial ownership of securities
in cases where the named individuals have overlapping co-trustee
relationships. These three individuals hold, excluding duplication, a
total of 3,828,698 shares, or 14.07% of the total 27,212,631 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 54,953 shares owned of record; 1,354,653 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);
1,181 shares owned by J. Q. Dickinson & Co., a sole proprietorship
owned by Mary Price Ratrie; and 124,130 shares owned by Dickinson
Property Limited Partnership in which Mary Price Ratrie is a beneficial
owner.
(3) Consists of 51,052 shares owned of record and 1,354,653 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 1,308,562 shares held as co-trustee with an individual
co-trustee and One Valley Bank; 219,464 shares held as co-trustee with
One Valley Bank and another individual co-trustee; 186,733 shares held
with One Valley Bank as co-trustee; 36,132 shares held by his wife as
trustee of trusts for the benefit of his children; 44,533 shares owned
of record; 9,033 shares owned of record by his wife; and 438,247 shares
owned by Dickinson Company, of which Mr. Evans is an executive officer.
Not included in this total amount are 37,197 shares held in trusts from
which Mr. Evans may, at the discretion of the co-trustees, receive
distributions of income and, under certain circumstances, distributions
of principal.
7
<PAGE>
OWNERSHIP OF VOTING 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 10, 1998, and indicates the percentages of One Valley Common Stock
so owned. There is no other class of voting securities issued and outstanding.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP (1) CLASS
<S> <C> <C>
Phyllis H. Arnold 79,391 Direct (2) *
Charles M. Avampato 32,240 Direct *
5,006 Indirect
Robert F. Baronner 15,692 Direct *
9,432 Indirect
Frederick H. Belden, Jr. 37,969 Direct (3) *
3,228 Indirect
C. Michael Blair 71,611 Direct *
16,480 Indirect
Dennis M. Bone 502 Direct *
James K. Brown 2,596 Direct *
3,913 Indirect
Nelle Ratrie Chilton 68,093 Direct *
H. Rodgin Cohen 1,250 Direct *
R. Marshall Evans, Jr. 44,533 Direct 8.2%
2,198,171 Indirect (4)
James Gabriel 23,751 Direct *
4,531 Indirect
Phillip H. Goodwin 3,605 Direct *
Thomas E. Goodwin 11,595 Direct *
11,683 Indirect
Bob M. Johnson 46,245 Direct (5) *
31,892 Indirect
Laurance G. Jones 28,155 Direct (6) *
5,750 Indirect
Robert E. Kamm, Jr. 329,995 Direct (7) 1.3%
27,191 Indirect
John D. Lynch 32,812 Direct *
4,687 Indirect
Edward H. Maier 15,625 Direct
J. Holmes Morrison 73,420 Direct (8) *
12,433 Indirect
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP (1) CLASS
<S> <C> <C>
Charles R. Neighborgall, III 2,696 Direct *
4,235 Indirect
Robert O. Orders, Sr. 28,411 Direct *
John L. D. Payne 1,115 Direct 2.6%
714,806 Indirect (9)
Angus E. Peyton 51,503 Direct 1.1%
255,888 Indirect
Lacy I. Rice, Jr. 182,770 Direct *
4,687 Indirect
Brent D. Robinson 29,632 Direct (10) *
1,065 Indirect
Kenneth R. Summers 47,734 Direct (11) *
100 Indirect
James W. Thompson 24,175 Direct *
9,439 Indirect
J. Lee Van Metre, Jr. 5,285 Direct *
Richard B. Walker 3,060 Direct *
H. Bernard Wehrle, III 1,843 Direct *
John H. Wick, III 16,341 Direct *
43,450 Indirect
Thomas D. Wilkerson 2,812 Direct *
All Directors, Nominees and Executive 1,344,440 Direct
Officers as a Group (33 individuals) 2,800,633 Indirect 15.2%
</TABLE>
*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 12,269 shares pursuant to One Valley's
1983 Stock Option Plan.
Includes options to purchase 32,501 shares pursuant to One Valley's
1993 Stock Option Plan.
(3) Includes options to purchase 3,687 shares pursuant to One Valley's 1983
Stock Option Plan. Includes options to purchase 29,751 shares pursuant
to One Valley's 1993 Stock Option Plan.
(4) See Note (4) to Principal Holders of Voting Securities.
(5) Includes options to purchase 11,468 shares pursuant to One Valley's
1993 Stock Option Plan.
(6) Includes options to purchase 26,905 shares pursuant to One Valley's
1993 Stock Option Plan.
9
<PAGE>
(7) Includes options to purchase 25,677 shares pursuant to One Valley's
1993 Stock Option Plan.
(8) Includes options to purchase 17,613 shares pursuant to One Valley's
1983 Stock Option Plan.
Includes options to purchase 39,626 shares pursuant to One Valley's
1993 Stock Option Plan.
(9) Consists of 146,247 shares held in nine trusts of which John L. D.
Payne is a co-trustee, 567,434 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 1,125
shares owned by his children; does not include 191,586 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 6,500 shares pursuant to One Valley's 1993
Stock Option Plan.
(11) Includes options to purchase 10,405 shares pursuant to One Valley's
1983 Stock Option Plan.
Includes options to purchase 30,139 shares pursuant to One Valley's
1993 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, 1997, 1996, and 1995, of those persons who were, as of December 31, 1997,
(i) the chief executive officer and (ii) the four other most highly compensated
executive officers of One Valley.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Annual Compensation Long-Term Compensation
Awards Payouts
Other Securities All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options Payouts sation (2)
Position Year ($) ($) ($) ($) (#)(1) ($) ($)
------- --------- ------- ------ -------- ---------- ------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 1997 377,000 180,960 0 0 18,000 0 4,000
President & CEO 1996 362,000 173,760 0 0 15,625 0 3,750
1995 340,000 140,080 0 0 14,843 0 3,750
Phyllis H. Arnold 1997 227,000 86,442 0 0 10,875 0 4,000
Exec. Vice President 1996 218,000 93,696 0 0 9,375 0 3,750
1995 205,000 78,925 0 0 8,593 0 3,750
Frederick H. Belden, Jr.1997 181,000 62,445 0 0 8,125 0 4,000
Exec. Vice President 1996 174,000 60,030 0 0 7,031 0 3,750
1995 164,000 54,858 0 0 6,562 0 3,750
Laurance G. Jones 1997 178,000 60,609 0 0 8,125 0 4,000
Exec. Vice President 1996 171,000 58,995 0 0 7,031 0 3,750
1995 160,000 49,440 0 0 6,562 0 3,750
Kenneth R. Summers 1997 158,000 47,795 0 0 7,125 0 4,000
Sr. Vice President 1996 152,000 46,740 0 0 6,250 0 3,750
1995 135,000 38,813 0 0 5,859 0 3,706
</TABLE>
10
<PAGE>
(1) The number of options has been adjusted to reflect 5 for 4 stock splits
declared in 1996 and 1997.
(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 $4,000 in 1997; $3,750 in 1996 and 1995 which
represents One Valley's matching share times $160,000 in 1997; $150,000 in
1996 and 1995, the maximum compensation allowed for benefit calculation in
a qualified plan.
The following table sets forth further information on grants of stock
options during 1997 to (i) the listed officers and (ii) all optionees as a group
pursuant to One Valley's 1993 Incentive Stock Option Plan. The number of shares
and exercise price reflect a 5 for 4 stock split effected in the form of a 25%
stock dividend declared on August 19, 1997. The table also provides information
concerning the potential gain to all shareholders at the designated rate of
appreciation. No stock appreciation rights ("SARs") were awarded by One Valley.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants
Number of % of Total Potential Realizable Value
Securities Options at Assumed Annual Rates
Underlying Granted to Exercise of Stock Appreciation for
Options Employees or Base Expira- Ten-Year Option Term (1)
Granted in Fiscal Price (2) tion 5% 10%
Name (#) Year ($/Sh) (3) Date ($) ($)
------- -------- --------- ---------- -------- ----- ----
<S> <C> <C> <C> <C> <C> <C>
J. Holmes Morrison 18,000 10.7% 30.60 04/29/07 346,320 877,860
Phyllis H. Arnold 10,875 6.5% 30.60 04/29/07 209,235 530,374
Frederick H. Belden, Jr. 8,125 4.9% 30.60 04/29/07 156,325 396,256
Laurance G. Jones 8,125 4.9% 30.60 04/29/07 156,325 396,256
Kenneth R. Summers 7,125 4.3% 30.60 04/29/07 137,085 347,486
26 Optionees (including
the five listed above) 167,500 100.0% 30.60 04/29/07 3,222,700 8,168,975
All Shareholders - - - - 533,118,986 1,351,362,419
Optionee Gain as % of
All Shareholders' Gain - - - - .60% .60%
</TABLE>
(1) The actual value, if any, an officer may realize depends on the excess
of the stock price over the exercise price on the date the option is
exercised.
(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.
11
<PAGE>
(3) The ISOP was amended in 1997 for options granted on or after April 16,
1997 to allow participants to use previously owned shares to cover an
option exercise price and to provide for the withholding of shares
otherwise due upon exercise to satisfy required tax withholding
obligations. In addition, the option expiration period was extended to
the earlier of three years or the full option term in the event of
retirement, disability or termination due to a change in control.
The following table sets forth information concerning (i) the value
realized upon the exercise of stock options during 1997 by the listed officers,
and (ii) the number of unexercised options held by each listed officer as of
December 31, 1997, and iii) the market value of the underlying shares if the
options had been exercised on that date. The number of shares reflect a 5 for 4
stock split effected in the form of a 25% stock dividend declared on August 19,
1997. No SARs have been awarded by One Valley.
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST
FISCAL YEAR AND FY-END OPTION VALUES
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 45,792 877,839 57,239 1,073,576
Phyllis H. Arnold 17,322 410,834 44,770 855,583
Frederick H. Belden, Jr. 5,524 99,018 33,438 595,863
Laurance G. Jones 7,125 130,665 26,905 433,791
Kenneth R. Summers 3,825 112,538 40,544 803,963
</TABLE>
(1) Market value of underlying securities at exercise, minus the exercise
or base price.
RETIREMENT BENEFITS
Compensation covered by a qualified pension plan is based on total pay,
including all Incentive Compensation Plan payments, received during the sixty
consecutive months of employment which results in the highest total divided by
five. Total pay does not include amounts realized from the sale, exchange or
other disposition of stock acquired under a qualified or non-qualified stock
option, or which were paid to a participant in lieu of benefits under the
Employer's flexible benefits program. Such compensation is directly related to
the total annual salary and bonus set forth in the Summary Compensation Table
except that compensation relative to the benefit calculation cannot exceed
$160,000. As of November 1, 1997, the credited years of service under the
retirement plan for the individuals named in the table shown under Executive
Compensation were: Phyllis H. Arnold, 21.667 years; J. Holmes Morrison, 30.170
years; Frederick H. Belden, Jr., 30.000 years; Laurance G. Jones, 28.417 years;
and Kenneth R. Summers, 34.417 years.
In 1990, a Supplemental Employee Retirement Plan (SERP) was established
for certain members of senior management, including the individuals named in the
Summary Compensation Table, which provides for a benefit at normal retirement of
65% 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% 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. In 1997, the SERP was amended to
specifically exclude from compensation as a basis for the calculation of
benefits any amounts realized from the sale, exchange or other disposition of
stock acquired under a qualified or non-qualified stock option, or which were
paid to a participant in lieu of benefits under the flexible benefits program.
During 1997, $251,150 was accrued for the SERP Trust, and $260,662 was paid into
the Trust.
12
<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, 1997, 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 $27,802 $37,070 $65,338 $65,338 $65,338
150,000 33,802 45,070 81,588 81,588 81,588
175,000 36,202 48,270 97,838 97,838 97,838
200,000 36,202 48,270 114,088 114,088 114,088
225,000 36,202 48,270 130,338 130,338 130,338
250,000 36,202 48,270 146,588 146,588 146,588
300,000 36,202 48,270 179,088 179,088 179,088
400,000 36,202 48,270 244,088 244,088 244,088
450,000 36,202 48,270 276,588 276,588 276,588
500,000 36,202 48,270 309,088 309,088 309,088
550,000 36,202 48,270 341,588 341,588 341,588
600,000 36,202 48,270 374,088 374,088 374,088
</TABLE>
*IRS Maximum for Qualified Plan is $160,000.
CHANGE IN CONTROL ARRANGEMENTS
In October 1996, 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, and to secure
the executives' continued service and dedication in the event of an actual or
threatened change in control. The Board of Directors determined that such an
arrangement was appropriate, especially in view of the volatile banking market
and the advent of full-scale interstate branching in June 1997; however, the
agreements were not undertaken in the belief that a change in control of One
Valley was imminent. The 1996 agreements supersede previous change in control
agreements.
In general, the agreements provide that, in the event there is a change
in control of One Valley (as described below), and during the two-year period
immediately following the change in control the executive is (i) terminated by
One Valley without cause, or (ii) terminates employment for good reason (as
defined in the agreements), or (iii) in the case of executives at the level of
Executive Vice President or above, voluntarily terminates employment during the
thirteenth month after a change in control, the executive shall receive a
lump-sum cash amount equal to either three (at the level of Executive Vice
President or above) or two times the sum of (i) the executive's base salary and
average bonus for the three years preceding the change in control, (ii) a pro
rata portion of the executive's target bonus for the year in which the change in
control occurs, (iii) the continuation of welfare benefits for a 36-month
period, and (iv) retiree medical benefits following such 36-month period if the
executive has attained age 50 with ten years of service as of the date of
termination. In the event change in control related payments are subject to a
20% excise tax under Section 4999 of the Internal Revenue Code, One Valley will
reimburse executives at the level of Executive Vice President or above in an
amount sufficient to enable the executive to retain his or her change in control
benefits as if the excise tax had not applied; provided, however, that the
reimbursement will not be made and severance payments will be capped so no
excise tax would be due if a reduction of the severance payments by an amount
equal to less than 10% of the change in control benefits would result in no
excise tax being due. If necessary, payments for other executives under the
severance agreements will be reduced so no excise tax would be due. Pursuant to
the severance agreements, the executives agree not to voluntarily terminate
employment during the 180-day period following the commencement of a tender or
exchange offer or proxy contest or execution of an agreement which would result
in a change in control, unless and until such offer, contest or agreement is
terminated or abandoned or a change in control occurs.
13
<PAGE>
Under the severance agreements, a "change in control" is defined
generally to mean: (i) a person becomes the beneficial owner of 50% or more of
the voting power of One Valley; (ii) a change in a majority of the Board (or
their approved successors); (iii) the consummation of a reorganization, merger,
consolidation or sale of substantially all of the assets of One Valley (unless
One Valley's stockholders receive more than 60% of the voting stock of the
surviving or purchasing company, no person acquires more than 50% of such voting
stock, and One Valley's Board of Directors remains a majority of the continuing
board of directors of the surviving or purchasing company); or (iv) a
liquidation, dissolution or sale or disposition of all or substantially all the
assets of One Valley.
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 the performance of
each executive and of One Valley. The Committee has determined that to
accomplish these objectives, total compensation should be composed of base
salary, short-term incentive compensation and long-term incentive compensation.
Total compensation refers to the aggregation of the annual cash compensation and
average long-term incentives.
The Committee meets annually and when necessary with the Chief
Executive Officer and the senior human resources executive to review, modify as
appropriate, and approve the compensation programs for executives. Outside
compensation consultants are retained when appropriate. In determining the
salary budget for 1997 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 and its peers. 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 the various individual factors which,
taken together, constitute "corporate performance." The aspects of corporate
performance include but are not limited to long-range plan goals for earnings,
asset quality, capital, liquidity, resource utilization, and the annual increase
in One Valley's earnings per share as well as the performance of One Valley
versus its peers. The 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.
In 1997 the Committee retained Price Waterhouse LLP to follow up their
1995-1996 study of compensation and benefits of the most senior executives of
the corporation. This new study assisted the Committee in its continuing
evaluation of the external competitiveness of compensation and executive
benefits available to One Valley executives. The Compensation Committee has
determined that the level of One Valley's total compensation is generally
competitive with peer banks; however, One Valley places slightly more emphasis
on the incentive components of the compensation package than the banks included
in the peer group. Base compensation for One Valley's executives is targeted
somewhat below the average for similar positions within comparable financial
institutions. The Committee believes, philosophically, that total compensation
should trend toward having a relatively higher percentage of compensation at
risk. To this end, the Committee has set a base salary range target for
executives at the 37.5 percentile of the marketplace average, while the
incentive based component is such that total compensation is more toward the
50th percentile/median level.
Short-term incentive compensation is provided to key executives, as
determined by the Compensation Committee pursuant to One Valley's Executive
Incentive Compensation Plan ("EICP"). Awards under EICP are based upon
individual and corporate performance. Corporate performance is measured by One
Valley's earnings per share growth relative to a target level set by the Board
of Directors, and One Valley's performance on six financial measures as compared
to a selected peer group. The comparative measures are: net operating expenses /
average assets; non-performing assets / (loans and OREO); net loan charge-offs /
average loans; efficiency ratio; return on assets; and return on equity. The
individual portion is based upon performance of the executive and the unit he or
she manages in meeting established objectives, and upon the executive's relative
position within One Valley.
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 specifically approved by the Committee and consists
of approximately twenty-five to thirty senior management employees 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 One Valley
Common 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
14
<PAGE>
directly tied to the increase in the value of the One Valley Common Stock. The
Committee believes the ISOP focuses the attention and efforts of executive
management upon increasing long-term 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 recommendation of the Chief Executive Officer to the Committee,
taking into account the historical levels of awards and the relative positions
with One Valley of the participants in the ISOP. Price Waterhouse LLP reviewed
long-term incentives as a part of total compensation benchmarking and found the
ISOP and the awards to be competitive. The ISOP was amended in 1997 for options
granted on or after April 16, 1997 to allow participants to use previously owned
shares to cover an option exercise price and to provide for the withholding of
shares otherwise due upon exercise to satisfy required tax withholding
obligations. In addition, in the event of retirement, disability or termination
due to a change in control, the option expiration period was extended to the
earlier of three years or the full option term.
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
determines the amount of base compensation increase and significantly impacts
the EICP award; and, in addition, the market price of One Valley Common Stock
determines the value of options awarded during prior periods. The base
compensation of the CEO in 1997 was based in large measure on the corporate
results in 1996 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.
Recent revisions to the Internal Revenue Code disallow deductions in
excess of $1,000,000 for certain designated executive compensation. The
Committee has not adopted a policy in this regard because none of One Valley's
executives receives such designated compensation approaching the $1,000,000
level.
This 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
Dennis M. Bone
Nelle Ratrie Chilton
John L. D. Payne
H. Bernard Wehrle, III.
15
<PAGE>
PERFORMANCE GRAPH
The following graph compares the yearly percentage change in cumulative
total shareholder return on One Valley Common Stock for the five-year period
ending December 31, 1997, 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
(Performance Graph appears here with the following plot points)
Proxy Performance Graph
All Publicly
S&P 500 Traded Banks One Valley
1992 100 100 100
1993 110 118 96
1994 112 112 100
1995 153 159 114
1996 189 219 175
1997 252 313 234
16
<PAGE>
COMPENSATION OF DIRECTORS
During 1997, each director who was not also an officer and full-time
employee of One Valley received $650 for each meeting of the Board of Directors
of One Valley attended. Non-employee directors who were members of the Board's
Audit Committee received $350 per meeting attended and $300 for other committee
meetings attended. In addition, Mr. Baronner received compensation in the amount
of $18,000 for serving as Chairman of the Board of Directors. During 1997, 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.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires One
Valley's directors and executive officers and persons who beneficially 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, all Section 16(a) filing requirements applicable to its
officers, directors and greater than ten percent beneficial owners were
fulfilled, except those of Mr. C. Michael Blair, Mr. Charles R. Neighborgall,
III and Mr. Kenneth R. Summers who each filed late one report related to one
transaction, and Ms. Phyllis H. Arnold and Mr. Angus E. Peyton who each filed
late one report related to two transactions.
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 1997,
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. One Valley's management believes that these transactions, which at
December 31, 1997, were, in the aggregate, 20.2% of total shareholders' equity,
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 Sullivan & Cromwell, a law firm in which H.
Rodgin Cohen is a partner, performed legal services for One Valley and its
subsidiaries in 1997. Based on information provided by Messrs. Brown, Van Metre,
Rice, and Cohen, One Valley believes that payments it made to these law firms
were less than five percent of each of those law firms' gross revenues in 1997.
In One Valley's opinion, 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 1997, One Valley's affiliate banks and One Valley Square, Inc.,
paid $108,366 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. 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, Dennis M. Bone, Nelle
Ratrie Chilton, John L. D. Payne and H. Bernard Wehrle, III.
17
<PAGE>
2. RATIFICATION OF SELECTION OF AUDITORS
The Board of Directors has selected the firm of Ernst & Young LLP to
serve as independent auditors for One Valley for 1998. Although the selection of
auditors does not require shareholder ratification, the Board of Directors has
directed that the appointment of Ernst & Young LLP be submitted to shareholders
for ratification. If the shareholders do not ratify the appointment of Ernst &
Young LLP, the Board of Directors will consider the appointment of other
independent auditors. 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 ratification 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 ratify the appointment of Ernst & Young
LLP.
FORM 10-K ANNUAL REPORT TO THE SECURITIES AND EXCHANGE COMMISSION
Upon written request by any shareholder to Laurance G. Jones, Executive
Vice President and Chief Financial Officer, One Valley, P. O. Box 1793,
Charleston, West Virginia 25326, a copy of One Valley's 1997 Annual Report on
Form 10-K will be provided without charge.
OTHER INFORMATION
If any of the nominees for election as directors is unable to serve as
a director 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 1999
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
20, 1998, to have it considered for inclusion in the proxy statement of the
Annual Meeting in 1999.
J. Holmes Morrison
PRESIDENT
Charleston, West Virginia
March 20, 1998
18
<PAGE>
- -- --- --- --- --- --- --- --- -- --- --- --- --- --- --- --- --- ---- -
APPENDIX
- -- -- -- -- -- -- -- --- -- -- -- -- -- -- --- --- --- --- --- --- ---- -- -- -
PROXY ONE VALLEY BANCORP, INC. PROXY
CHARLESTON, WEST VIRGINIA
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF SHAREHOLDERS, APRIL 28, 1998
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, Inc. at the Annual Meeting of
Shareholders to be held April 28, 1998, 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,
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.)
- -- --- -- -- -- -- -- -- -- --- -- -- -- --- -- -- --- -- --- --- -- -- --- ---
<PAGE>
- --- --- --- --- --- --- --- --- --- --- --- --- --- --- -- -- -- --- --- -----
<TABLE>
<CAPTION>
ONE VALLEY BANCORP, 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.
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1. Election of Directors for the terms specified in the FOR WITHHOLD FOR ALL
Proxy Statement-- ALL ALL (Except Nominee(s) written below)
Nominees: Robert F. Baronner, James K. Brown, Nelle [ ] [ ] [ ]
Ratrie Chilton, R. Marshall Evans, Jr., Phillip H.
Goodwin, John L. D. Payne and Brent D. Robinson. ----------------------------------------------------
2. Ratify the selection of Ernst & Young LLP as Independent FOR AGAINST ABSTAIN
Auditors for 1998. [ ] [ ] [ ]
3. Transact such other business as may properly come before the meeting
and any adjournment thereof.
Dated:__________________, 1998
Signature(s)___________________________________
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When signing as attorney,
executor, administrator,
trustee or guardian,
please give full title.
If more than one trustee,
all should sign.
(triangle appears here) FOLD AND DETACH HERE (triangle appears here)
YOUR VOTE IS IMPORTANT!
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
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