<PAGE>
EXHIBIT 22
Proxy Statement for the annual shareholders meeting to be held on April 11,
2000
<PAGE>
NOTICE OF ANNUAL MEETING OF THE
SHAREHOLDERS OF
FIRST WEST VIRGINIA BANCORP, INC.
Wheeling, West Virginia
March 15, 2000
TO OUR SHAREHOLDERS:
Please take notice that the Annual Meeting of Shareholders of First West
Virginia Bancorp, Inc., a West Virginia corporation, will be held at the
Warwood Office of Progressive Bank, N.A., 1701 Warwood Avenue, Wheeling, West
Virginia, at 4:00 p.m., on April 11, 2000. Shareholders of record at the
close of business on March 6, 2000 will be entitled to vote.
While the Board of Directors sincerely hopes that all of you will attend
the meeting, we nevertheless urge you to COMPLETE, DATE, SIGN AND RETURN THE
PROXY FORM, ENCLOSED, AS SOON AS POSSIBLE. A self-addressed stamped envelope
is provided for the purpose. You should return the proxy whether or not you
plan to attend the meeting in person. If you do attend the meeting, you may
withdraw the proxy and vote in person if you so desire.
The purposes of the Annual Meeting are as follows:
1. To elect four directors;
2. To transact such other business as may lawfully be brought before
the meeting.
By order of the Board of Directors.
Ronald L. Solomon
President
<PAGE>
FIRST WEST VIRGINIA BANCORP, INC.
1701 Warwood Avenue, Wheeling, West Virginia 26003
PROXY STATEMENT
For Annual Meeting of Shareholders to be Held April 11,2000
The proxy statement is furnished to the shareholders of First West
Virginia Bancorp, Inc., (the "Company"), in connection with the solicitation
of proxies for use at the Annual Meeting of Shareholders to be held April 11,
2000, and at all adjournments thereof, for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders. This proxy statement
and the enclosed form of proxy are first being mailed to shareholders on or
about March 15, 2000.
Whether or not you expect to be personally present at the meeting, you
are requested to fill in, sign, date and return the enclosed form of proxy.
Any person giving such proxy has the right to revoke it at any time before it
is voted by giving notice to the Secretary of the Company. All shares
represented by duly executed proxies in the accompanying form will be voted
unless revoked prior to the voting thereof. A proxy may be revoked at any
time before it is voted at the meeting by executing a later dated proxy, or by
voting in person at the meeting, or by filing a written revocation with the
judges of election. The presence, in person or by proxy, of a majority of the
outstanding shares of common stock is required to constitute a quorum.
Assuming the presence of a quorum, the election of directors described below
will be by a majority vote. Any other business to come before the meeting
shall be determined as provided in the Company's Articles of Incorporation.
The close of business on March 6, 2000 has been fixed as the record date
for the determination of shareholders entitled to vote at the Annual Meeting
of Shareholders. As of the record date, there were outstanding and entitled
to be voted at such meeting 1,508,526 shares of common stock. The holders of
the common stock will be entitled to one vote for each share of common stock
held of record on the record date. In the election for directors votes may be
cumulated as provided by law. Please see Voting, below.
A copy of the Company's Annual Report to Shareholders for the fiscal year
ended December 31, 1999 accompanies this proxy statement.
The solicitation of this proxy is made by the Board of Directors of the
Company. The solicitation will be by mail and the expense thereof will be
paid by the Company. In addition, solicitation of proxies may be made by
telephone or other means by directors, officers or regular employees of the
Company.
I. Election of Directors
Nominees and Continuing Directors
The Board of Directors is divided into three classes, with the terms of
office of each class ending in successive years. Four directors of the
Company are to be elected to Class II, for terms expiring at the Annual
Meeting in 2003 or until their respective successors have been elected and
have qualified. Certain information
<PAGE>
with respect to the nominees for election as directors proposed by the
Company and the other directors whose terms of office as directors will
continue after the Annual Meeting is set forth below. Should any one or more
of the nominees be unable or unwilling to serve (which is not expected), the
proxies (except proxies marked to the contrary) will be voted for such other
person or persons as the Board of Directors of the Company may recommend.
THE BOARD OF DIRECTORS RECOMMENDS THAT
SHAREHOLDERS VOTE FOR EACH OF THE NOMINEES FOR DIRECTOR.
<TABLE>
<CAPTION>
Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (13)(14) Since (1) Owned (2)
- -------------------------------------- ---------- -------------
To be elected to Class II, for terms ending in 2003
- --------------------------------------------------
<S> <C> <C>
Sylvan J. Dlesk, 61 1988 123,483(3)
President of Dlesk, Inc., President of Ohio
Valley Carpeting, Inc. and President of Tri-State
Floor Installations, Inc.,; Director of
Progressive Bank, N.A.
Benjamin R. Honecker, 80 1973 29,442(4)
Attorney-at-Law, Partner, Honecker & Bippus;
Director of Progressive Bank, N.A.
James C. Inman, Jr., 58 1993 111,652(5)
Retired Bank Executive; Director of
Progressive Bank, N.A.
Thomas A. Noice, 77 1988 7,483(6)
Trustee-Treasurer, Belmont Community Hospital,
Bellaire, Ohio; Retired Bank Executive
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares of
the Company's
Served as Common Stock
Name, Age, Principal Occupation Director Beneficially
or Position, Other Directorships (13)(14) Since (1) Owned (2)
- ---------------------------------------- ---------- -------------
Class III Directors, to continue in office until 2001
- -----------------------------------------------------
<S> <C> <C>
R. Clark Morton, 71 1965 42,967(7)
Attorney-at-Law, Partner, Herndon, Morton,
Herndon & Yaeger; Chairman of the Board
and Director of Progressive Bank, N.A.
William G. Petroplus, 52 1998 6,298(8)
Attorney-at-Law, Partner, Petroplus &
Gaudino; Director of Progressive Bank, N.A.
Ronald L. Solomon, 60 1978 20,000(9)
Vice Chairman, President and Chief Executive
Officer of the Company; Vice Chairman of the
Board and Chief Executive Officer
and Director of Progressive Bank, N.A.;
Vice Chairman of the Board and Director
of Progressive Bank, N.A.-Buckhannon
</TABLE>
<TABLE>
<CAPTION>
Class I Directors, to continue in office until 2002
- ---------------------------------------------------
<S> <C> <C>
George F. Beneke, 86 1958 89,967(10)
President of the Beneke Corporation;
Retired Attorney-at-Law; Emeritus Chairman
of the Board and Director of the Company;
Director of Progressive Bank, N.A.
Laura G. Inman, 58 1993 111,652(11)
Chairman of the Board and Director
of the Company; Senior Vice President
and Director of Progressive Bank, N.A.
Karl W. Neumann, 79 1964 45,882(12)
Retired Insurance Executive; Director
of Progressive Bank, N.A.
</TABLE>
3
<PAGE>
Notes (1) Includes service with the Company's predecessors.
(2) Beneficial ownership of First West Virginia common stock is
stated as of February 9, 2000. Under rules of the Securities
and Exchange Commission, persons who have power to vote or
dispose of securities, either alone or jointly with others,
are deemed to be the beneficial owners of such securities.
Shares owned separately by spouses are included in the column
totals but are identified in the footnotes which follow. Each
person reflected in the table has both sole voting power and
sole investment power with respect to the shares included in
the table, except as described in the footnotes.
(3) Includes 1,782 shares owned by Rosalie J. Dlesk, his wife, and
119,029 shares owned jointly by Sylvan J. Dlesk and Rosalie J
. Dlesk.
(4) Excludes 4,927 shares owned jointly by Elizabeth R. Honecker,
his daughter, and Janet L. Honecker, his wife, as to which
shares Mr. Honecker disclaims beneficial ownership.
(5) Includes 94,824 shares owned by Laura G. Inman, his wife.
(6) Includes 895 shares owned jointly by Judith A. Noice, wife of
Thomas A. Noice, and Julia Vejvoda and 6,576 shares owned
jointly by Thomas A. Noice and Judith A. Noice.
(7) Includes 21,937 shares owned by Patricia H. Morton, his wife,
and 10,832 shares owned jointly by R. Clark Morton and Patricia
H. Morton.
(8) Includes 793 shares owned jointly by William G. Petroplus and
Sheree A. Petroplus; 396 shares owned by Sheree A. Petroplus,
his wife; 396 shares owned by Kristen G. Petroplus, his
daughter, for which William G. Petroplus acts as custodian; and
396 shares owned jointly by Alyssa R. Petroplus, his daughter,
for which William G. Petroplus acts as custodian.
(9) Includes 20,000 shares owned jointly by Mr. Solomon and Patricia
H. Solomon, his wife.
(10) Includes 35,258 shares held by WesBanco Bank Wheeling, as
trustee under the will of Sarah E. Beneke, deceased, and
includes 13,373 shares owned by the Beneke Corporation, of
which Mr. Beneke is a principal and 4,039 shares owned by Nada
Beneke, his daughter.
(11) Includes 16,828 shares owned by James C. Inman, Jr., her
husband.
(12) Includes 19,947 shares owned by Elizabeth H. Neumann, his wife.
(13) The subsidiaries of the Company are: Progressive Bank, N.A,
Wheeling, WV and Progressive Bank, N.A. - Buckhannon,
Buckhannon, WV.
(14) Each of the nominees and continuing directors has had the same
position or other executive positions with the same employer
during the past five years.
Certain Business Relationships
Mr. Petroplus is an attorney with Petroplus & Gaudino, attorneys-at-law,
of Wheeling, WV, which firm serves as general counsel to the Company.
Mr. Morton is an attorney with Herndon, Morton, Herndon & Yaeger,
attorneys-at-law, of Wheeling, West Virginia, which firm serves as special
counsel to the Company.
4
<PAGE>
Mr. Honecker is also an attorney-at-law and has provided legal services
to the Company's subsidiary banks.
Board of Directors and Committees
There were 12 regular meetings and four special meetings of the Board of
Directors of the Company during 1999. All directors attended at least 75
percent of such meetings. Each director is compensated at the rate of
$550.00 per regular meeting and, for 1999, was compensated at the rate of
$175.00 for each special meeting. Committee members are paid $175.00 for
attendance at each committee meeting. The standing committees of the Board
are: Audit Committee, Personnel and Salary Committee, and Budget and
Marketing Committee and Investment Committee. The Company does not have a
nominating committee.
The functions of the Audit Committee are to review the Company's annual
audit report with management, independent auditors and internal auditor and to
review the effectiveness of the Company's internal controls and related
matters. The committee met four times during 1999. The members of the
committee consist of non-salaried directors and presently include William G.
Petroplus, chairman, S.J. Dlesk, Ben R. Honecker, James C. Inman Jr., and R.
Clark Morton.
The functions of the Personnel and Salary Committee are to review and
recommend the salaries and annual bonuses of all executive officers; recommend
the annual contribution to the employees' profit sharing plan; and monitor the
senior management and succession plans. The Board of Directors reviews the
committee recommendations for final action thereon. Company performance is
considered in establishing the annual budget for salary increases and is the
initial part of the review process. Company performance factors, including
net income and return on equity, and individual performance are considered in
setting annual bonuses. The committee met seven times during 1999. The
members of the committee consist of non-salaried directors and presently
include S.J. Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W.
Neumann, and William G. Petroplus.
The functions of the Budget and Marketing Committee are to approve and
review the annual subsidiary banks' budgets and to review the marketing
efforts and strategies of the subsidiary banks. The committee met seven times
during 1999. The members of the committee consist of directors and presently
include Ben R. Honecker, chairman, George F. Beneke, S. J. Dlesk, Laura G.
Inman, and Thomas A. Noice. With the exception of Laura G. Inman, all members
of this committee are non-salaried.
The functions of the Investment Committee are to approve and review the
investment policies, activities and strategies of the subsidiary banks. The
committee met one time during 1999. The members of the committee consist of
directors and presently include R. Clark Morton, chairman, George F. Beneke,
Laura G. Inman, Karl W. Neumann, and Thomas A. Noice. With the exception of
Laura G. Inman, all members of this committee are non-salaried.
5
<PAGE>
II. Executive Compensation
The following table shows all compensation awarded to, earned by or paid
to the Company's President and Chief Executive Officer, Ronald L. Solomon and
Executive Vice President, Charles K. Graham for all services rendered by them
in all capacities to First West Virginia Bancorp, Inc. and its subsidiaries
for 1999. No other executive officer of First West Virginia Bancorp, Inc.
had total annual salary and bonus exceeding $100,000 for the year.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------
Annual Compensation
Other All
Annual Other
Year Salary Bonus(4) Compensation Compensation
Name and Position
<S> <C> <C> <C> <C> <C>
Ronald L. Solomon, age 60, Vice 1999 $106,596.00 $51,877.00 $3,510.21(1) $16,153.57(3)
Chairman, President and Chief
Executive Officer of the 1998 $103,596.00 $75,749.00 $4,528.04(1) $16,446.82(3)
Company; Vice Chairman of
Board of Directors & CEO of 1997 $102,996.00 $80,959.00 $6,812.40(1) $14,675.13(3)
Progressive Bank, N.A.;
and Vice Chairman of
Progressive Bank, N.A.-
Buckhannon
Charles K. Graham, age 54 1999 $76,200.00 $41,801.00 $2,436.64(2) $11,347.20(3)
Executive Vice President of the
Company; President of 1998 $73,704.00 $53,870.00 $3,898.04(2) $11,500.01(3)
Progressive Bank, N.A.;Director
of Progressive 1997 $72,492.00 $57,069.00 $4,815.00(2) $10,121.28(3)
Bank, N.A.-Buckhannon
</TABLE>
(1) This amount includes the value of Mr. Solomon's Board fees paid by a
subsidiary bank and membership to the Wheeling Country Club and Fort
Henry Club.
(2) This amount includes the value of Mr. Graham's Board fees paid by a
subsidiary bank and membership to the Wheeling Country Club and
Allegheny Club.
(3) This amount includes contributions made to Company's Profit
Sharing Plan and 401-K Plan.
(4) This amount includes deferred compensation.
6
<PAGE>
Shareholder Performance Graph
Set forth below is a line graph prepared by SNL Securities L.C. ("SNL"),
which compares the percentage change in the cumulative total shareholder
return on the Company's common stock against the cumulative total shareholder
return on stocks included on the Standard & Poor's (S&P) 500 Index, the SNL
Index for banks with assets under $250,000,000.00 and the SNL Index for banks
with assets under $500,000,000.00 for the period March 8, 1995 through
December 31, 1999. An initial investment of $100.00 ( Index value equals
$100.00) and ongoing dividend reinvestment is assumed throughout.
<TABLE>
<CAPTION>
Period Ending
- --------------------------------------------------------------------------------------------------------
Index 3/8/95 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
First West Virginia
Bancorp, Inc. 100.00 158.22 188.39 296.42 338.85 261.80
S&P 500 100.00 130.10 159.85 213.19 274.05 331.72
SNL <500M Bank Asset-Size Index 100.00 130.01 167.34 285.26 260.47 241.10
SNL <250M Bank Asset-Size Index 100.00 134.52 169.95 277.33 263.62 231.49
</TABLE>
Board Compensation Committee Report on Executive Compensation
The Personnel and Salary Committee ( the "Committee") has the
responsibility for recommending to the Board of Directors of the Company, and
subject to final approval by the Board of Directors of the Company, the
annual salary, raise and bonus determinations for the Executive Officers of
the Company. The Committee endeavors to determine executive compensation in
a manner designed to provide competitive compensation sufficient to retain
and attract key executives, but based primarily on the overall performance of
the Company.
7
<PAGE>
Company performance is considered in establishing the annual budget for
any executive salary increase and is the initial part of the review process of
the Committee. The determination of bonuses, as detailed below, is predicated
on the Company's earnings in the previous year, the increase in corporate net
worth and individual performance. The Committee also periodically evaluates
terms and conditions of employment agreements offered to certain Executive
Officers of the Company (See, Employment Contracts) to ensure that they
continue to support the best interests of the Company's shareholders and are
consistent with the goals and objectives of the Company.
However, the Committee also is acutely aware that the purpose of our
Executive Officers is to generate earnings for the shareholders of the
Company. Therefore, the Committee's philosophy for its Executive Compensation
Incentive Plan does not deviate from this avowed purpose. The plan consists
of two basic steps. The first step is an earnings plateau which establishes
the annual percentage return to the Company (based on corporate net worth)
which was expected to be reached. The amount of return in excess of that
expected percentage forms the basis for the bonus pool. The philosophy
underlying this first earnings plateau is as follows.
Earnings to the extent of the determined percentage of corporate net
worth are intended to provide for the following purposes:
(a) Payment of income taxes thereon.
(b) Payment of regularly established quarterly dividends.
(c) Provide for increases in subsequent executive salaries
attributable to inflation.
(d) Provide for an increase to the regularly established
quarterly dividend for the next
year in the same percentage as the percentage of salary
raises granted executives to
compensate for inflation.
(e) Provide for growth of corporate net worth.
Earnings in excess of that percentage of corporate net worth are
available for distributions for bonuses to Executive Officers excepting any
extraordinary profits received from the sale of assets owned by the Company
and its subsidiaries, with the exception of the subsidiaries' ordinary
investment portfolio. The second basic step of the plan apportions earnings
in excess of the first plateau. The Committee has divided those excess
earnings into five incremental categories. Beginning with the first
$400,000.00 of such excess and for each increment thereafter, the Committee
has determined what percentage will be paid as executive bonuses. In addition
to bonus payments, from each such increment comes a percentage for payment of
income taxes thereon, and a payment for dividends to shareholders and to
provide for growth of corporate net worth. After the first $400,000 increment
has been exhausted, the second category consists of the next $300,000 of such
excess earnings. After that has been exhausted, the third category consists
of the next $200,000 of such excess earnings. After that has been exhausted,
the fourth category consists of the next $100,000.00 of such excess earnings.
Finally, after that has been exhausted, the fifth category consists of all
excess earnings over $1,000,000.00.
The underlying philosophy of the Committee's determinations is to provide
a strong incentive for all executives to strive to increase the annual
earnings of the Company for the benefit of the shareholders of the Company.
The compensation of Ronald L. Solomon, Vice Chairman, President and Chief
Executive Officer of the Company, Charles K. Graham, Executive Vice President
of the Company, and Beverly A. Barker, Senior Vice President and Treasurer of
the Company, as well as the other Executive Officers of the Company, is
comprised of a base salary which is directly related to the responsibilities
of their respective positions and a bonus which is related to the Company's
performance. Mr. Solomon, Mr. Graham, and Mrs. Barker work together as a
corporate team and, as such, bear the principal burden of corporate management
decisions, with
8
<PAGE>
Mr. Solomon, as Chief Executive Officer, bearing final responsibility.
Therefore, these three Executive Officers have participated more heavily in
the division of bonus awards. Their performance was reflected in the increase
in corporate net worth for the year ended December 31, 1999, and was greatly
appreciated by the Committee. All compensation recommendations of the
Committee for the year ended December 31, 1999, were approved by the Board of
Directors of the Company.
With respect to the Executive Officers of the Company, the Committee
believes their respective compensation levels to be commensurate with those of
similarly positioned executives in similar corporations.
Members of the Committee as of the year ending December 31, 1999, were
S.J. Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W. Neumann,
and William G. Petroplus.
Employment Contracts
On December 28, 1999, the Company entered into written employment
agreements with Ronald L. Solomon, Vice Chairman, President and Chief
Executive Officer of the Company, Charles K. Graham, Executive Vice President
of the Company, and Beverly A. Barker, Senior Vice President and Treasurer of
the Company, providing for their respective annual base salaries plus such
discretionary bonuses as may be granted by the Company, plus eligibility to
participate in any health insurance benefit, deferred compensation benefit,
accident and disability benefit or other benefits offered to other employees
of the Company during the respective terms of the agreements. Mr. Solomon's
agreement was for a two year term while the agreements with Mr. Graham and
Mrs. Barker were for three year terms, each beginning as of January 1, 2000.
In the event that any of the agreements are terminated by the Company for any
reason other than a defined cause, the terminated employee would receive a
severance benefit equal to the annual base salary they would have received had
they continued to be employed by the Company throughout the term of the
existing agreement, as well as participation in any health, accident and
disability insurance programs which the Company may maintain for the benefit
of its executive officers. These agreements may be terminated for certain
defined causes by the Company without payment of additional minimum salary or
other benefits.
On February 8, 2000, at a regular meeting of the Board of Directors of
the Company, Ronald L. Solomon announced his retirement as Vice Chairman,
President and Chief Executive Officer of the Company and as Vice Chairman and
Chief Executive Officer of Progressive Bank, N.A. and Vice Chairman of
Progressive Bank, N.A.-Buckhannon, subsidiaries of the Company, effective
March 31, 2000. Mr. Solomon will remain as a member of the Company's Board of
Directors. The Board of Directors acknowledged Mr. Solomon's 21 years of
service to the Company and its subsidiary banks and recognized his good
success and leadership. In conformity with the existing succession plans of
the Company, the Board of Directors also announced that Charles K. Graham,
currently serving as Executive Vice-President of the Company, will assume the
position of President and Chief Executive Officer of the Company effective
April 1, 2000. The Board also announced that Beverly A. Barker, currently
serving as Senior Vice-President and Treasurer of the Company, will assume the
position of Executive Vice-President and Treasurer of the Company effective
April 1, 2000.
Compensation Committee Interlocks and Insider Participation
As indicated, the Personnel and Salary Committee has responsibility for
annual raises and bonuses to the executive officers of the Company. The
members of the committee consist of directors and presently include S.J.
Dlesk, chairman, James C. Inman, Jr., R. Clark Morton, Karl W. Neumann, and
William G. Petroplus. Mr. Inman was formerly an officer of Wellsburg Banking
and Trust Company, Wellsburg, West Virginia, which bank merged into
Progressive Bank, N.A., a subsidiary of the Company. The Personnel and
9
<PAGE>
Salary Committee reviews the Company's overall progress and projections to
year end. All actions by the Personnel and Salary Committee are presented to
the full Board of Directors for final approval.
James C. Inman, Director of the Company and of Progressive Bank, N.A., is
a member of the Personnel and Salary Committee. Mr. Inman is the spouse of
Laura G. Inman, Chairman of the Board and Director of the Company, and also
Senior Vice President and Director of Progressive Bank, N.A. However, Mrs.
Inman has voluntarily withdrawn from participation in the Company's executive
bonus program. No other family relationships exist between the Personnel and
Salary Committee and the Company's executive officers, nor do any of the
directors of the Company serve on personnel committees of any other
corporation.
Executive Officers; Additional Compensation
The subsidiary banks have paid bonuses in each of the preceding five
years to their executive officers. Decisions as to the issuance of a bonus
and the amount paid in each year are determined by the Company's Board of
Directors. The aggregate amount of bonuses to the executive officers of the
Company accrued for 1997 and paid in 1998 was $221,200.00; accrued for 1998
and paid in 1999 was $206,400.00 and accrued as of December 31, 1999 was
$153,009.00. The 1999 accrual for bonuses will be paid in 2000.
Other than bonuses paid to its executive officers, neither the Company
nor its existing subsidiaries has any type or plan of additional compensation
that may discriminate in scope, terms or operation in favor of the officers or
directors of the Company.
The Company does maintain a noncontributory profit-sharing plan for
employees of its existing subsidiaries who are 21 years of age or older, have
worked for the bank in excess of one year and are not parties to a collective
bargaining agreement. This plan has received a favorable determination letter
from the Internal Revenue Service. The Company makes contributions to the
profit-sharing plan based upon a discretionary contribution ranging from zero
percent to 15 percent of total compensation as fixed by appropriate action of
the banks before the close of the year. This contribution is distributed
according to a three-tiered integrated allocation formula. In the first tier,
the allocation is made by taking each participant's compensation to total
compensation percentage on a pro rata basis not to exceed the employer's
integration percentage. This amount is then distributed to the employee's
separate retirement accounts. In the second tier, any amount of the total
contribution remaining undistributed by the first tier is then allocated and
distributed by taking each participant's compensation in excess of $15,000 and
multiplying that amount by the employer's integration percentage. Any amount
of the total contribution remaining undistributed by the first and second tier
is then allocated and distributed to the employee's retirement accounts on a
pro rata basis based upon the percentage of each employee's compensation
compared to total compensation. Employees are entitled to the balances in
their separate retirement accounts at either normal retirement age, disability
or death, but the amount of such benefits cannot accurately be predicted due
to the discretionary nature of the contributions. Contributions during 1997
amounted to $127,600.00, of which $52,848.74 accrued to the benefit of the 7
persons who are executive officers of the Company. For 1998 the contribution
was $143,100.00, of which $54,585.39 accrued to the benefit of the 7 persons.
Contributions during 1999 amounted to $123,700.00, of which $50,401.84 accrued
to the benefit of the 7 persons.
In 1998 the Company amended its profit sharing plan to add a 401(k)
feature. That feature qualifies as a tax-deferred savings plan under Section
401(k) of the Internal Revenue Code (The "401(k) Plan") for Company employees
who are at least 21 years old and who have completed one year of service with
the bank. Under the 401(k) Plan, eligible employees may contribute up to 15%
of their gross salary to the 401(k) Plan or $10,000.00, whichever is less
($10,500.00 as of January 1, 2000). Each participating employee is fully
vested in contributions made by such employee. The bank has elected to
provide a matching contribution for participants which elect to make employee
401(k) contributions. The matching contribution is 50% of the
10
<PAGE>
participant's contribution up to 2% of the participant's covered compensation
and 25% of the participant's contribution up to the next 2% of the
participant's covered compensation. The Company's share of the contribution
during 1999 was $20,693.00 of which $7,243.59 was for the benefit of the
executive officers of the Company. For 1998, the Company's share of the
contribution was $15,119.00 of which $4,218.30 was to the benefit of the
executive officers.
The Company also has a non-qualified deferred compensation plan for its
executive officers. Under the plan, each executive officer may elect to defer
up to 50 percent of their bonus. The executive officers are generally
entitled to the balances in their separate deferred compensation accounts at
either normal retirement age, disability or death, or other termination of
employment. The amount of such benefits cannot be accurately predicted due to
the discretionary nature of the underlying bonus and the deferral percentage.
III. Security Ownership of Management and Certain Beneficial Owners
Security Ownership of Management
The following table sets forth, as of February 9, 2000, the name and
address of each director and nominee who owns of record to be the beneficial
owner of more than 5 percent of the Company's 1,508,526 issued and outstanding
shares of stock, the number of shares beneficially owned, the percentage of
stock so owned, and the percent of stock beneficially owned by all directors
and executive officers of the Company as a group. The "beneficial ownership"
of a security by an individual is determined in accordance with the rules of
the Securities and Exchange Commission. Unless otherwise noted, sole voting
power and sole investment power with respect to the shares shown in the table
below are held either by each individual listed or by such individual together
with their spouse.
Name & Shares of Stock Percent
Address Beneficially Owned of Total
- ------- ------------------ --------
George F. Beneke 89,967(1) 5.96%
Oglebay View Acres
Wheeling, WV 26003
Sylvan J. Dlesk 123,483(2) 8.19%
Highland Park
Wheeling, WV 26003
James C. Inman, Jr. 111,652(3) 7.40%
R.D. 1
Wellsburg, WV 26070
Laura G. Inman 111,652(4) 7.40%
R.D. 1
Wellsburg, WV 26070
Officers and Directors 492,821 32.67%
as a Group (15 persons)
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Notes (1) Includes 35,258 shares held by WesBanco Bank Wheeling, as
trustee under the will of Sarah E. Beneke, deceased, and
includes 13,373 shares owned by the Beneke Corporation,
of which Mr. Beneke is a principal and 4,039 shares owned by
Nada Beneke, his daughter.
(2) Includes 1,782 shares owned by Rosalie J. Dlesk, his wife,
and 119,029 shares owned jointly by Sylvan J. Dlesk and
Rosalie J. Dlesk.
(3) Includes 94,824 shares owned by Laura G. Inman, his wife.
(4) Includes 16,828 shares owned by James C. Inman, Jr., her husband.
Other than those individuals listed above, as of February 9, 2000, no
person was known by the Company to be the beneficial owner of more than 5
percent of the Company's stock.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's directors, executive officers, and beneficial owners of more than 10
percent of the common stock to file reports of ownership and changes in
ownership with the Securities and Exchange Commission (SEC). Reporting
persons are required by SEC regulations to furnish the Company with copies of
all Section 16(a) forms filed by them. Based on a review of the copies of
Section 16(a) forms received by the Company, and on written representations
from reporting persons concerning the necessity of filing a Form 5 - Annual
Statement of Changes in Beneficial Ownership, the Company believes that,
during 1999, all filing requirements applicable to reporting persons were met.
V. Transactions with Management and Others
Management personnel of the Company and its subsidiary banks have had and
expect to continue to have banking transactions with the banks in the ordinary
course of business. Extensions of credit to such persons are made on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons.
Management believes that these transactions do not involve more than a normal
risk of collectibility or present other unfavorable features.
None of the directors, executive officers, beneficial owners or
immediate family members have an interest or are involved in any transactions
with the Company or its banks in which the amount involved exceeds $60,000.00,
or was not subject to the usual terms and conditions, or was not determined by
competitive bids. Similarly, no director, executive officer or beneficial
owner has an equity interest in excess of 10 percent in a business or
professional entity that has made payments to or received payments from the
Company or its banks in 1997, 1998 or 1999 which exceed 5 percent of either
party's gross revenue for those periods, respectively.
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VI. Voting
The affirmative vote of the holders of a majority of the shares entitled
to vote which are present in person or represented by proxy at the 2000 Annual
Meeting is required to elect directors and to act on any other matters
properly brought before the meeting. Shares represented by proxies which are
marked "withhold authority" with respect to the election of any one or more
nominees for election as directors and proxies which are marked to deny
discretionary authority on other matters will be counted for the purpose of
determining the number of shares represented by proxy at the meeting. Such
proxies will thus have the same effect as if the shares represented thereby
were voted against such nominee or nominees or against such other matters. If
a broker indicates on a proxy that the broker does not have discretionary
authority as to certain shares to vote on a particular matter, those shares
will not be considered as present and entitled to vote with respect to that
matter.
In the election for directors every shareholder entitled to vote shall
have the right to vote, in person or by proxy, the number of shares owned by
him or her for as many persons as there are directors to be elected and for
whose election he or she has a right to vote, or to cumulate his or her votes
by giving one candidate as many votes as the number of such directors
multiplied by the number of his or her shares shall equal, or by distributing
such votes on the same principal among any number of such candidates. Such
rights may be exercised by a clear indication of the shareholder's intent on
the form of proxy. Under applicable law, there are no dissenter's rights of
appraisal as to the election of directors.
VII. Independent Auditors
S.R. Snodgrass, A.C. were the auditors for the year ended December 31,
1999, and the Audit Committee has selected them as auditors for the year
ending December 31, 2000. Shareholder ratification of this selection is not
required. A representative of S.R. Snodgrass, A.C. will be present at the
meeting with the opportunity to make a statement and/or to respond to
appropriate questions from shareholders.
VIII. Shareholder Proposals
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting scheduled to be held on April 10, 2001 must be received by the Company
by November 17, 2000 for inclusion in the Company's proxy statement and proxy
relating to that meeting. Upon receipt of any such proposal, the Company will
determine whether or not to include such proposal in the proxy statement and
proxy in accordance with regulations governing the solicitation of proxies.
In order for a shareholder to nominate a candidate for director, under
the Company's Bylaws nominations must be made in writing and shall be
delivered or mailed to the president of the Company or to the chairman of the
Board not less than 14 days nor more than 40 days prior to any meeting of
shareholders called for the election of directors, provided, however, that if
less than 21 days' notice of the meeting is given to shareholders, such
nominations shall be mailed or delivered to the president of the Company or
the chairman of the Board not later than the close of business on the seventh
day following the day on which the
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notice of the meeting was mailed. Such notification shall contain the
following information to the extent known to the notifying shareholder: (a)
the name and address of each proposed nominee; (b) the principal occupation of
each proposed nominee; (c) the total number of shares of stock of the Company
that will be voted by him or her for each proposed nominee; (d) the name and
residence address of the notifying shareholder; and (e) the number of shares
of stock of the Company owned by the notifying shareholder. Nominations not
made in accordance with such procedure may, in the discretion of the presiding
officer, be disregarded, and upon the presiding officer's instructions, the
vote teller shall disregard all votes cast for each such nominee.
In order for a shareholder to bring other business before a shareholder
meeting, timely notice must be received by the Company. Such notice must
include a description of the proposed business, the reasons therefor, and
other specified matters. These requirements are separate from and in addition
to the requirements a shareholder must meet to have a proposal included in the
Company's proxy statement.
In each case the notice must be given to the Secretary of the Company,
whose address is 1701 Warwood Avenue, Wheeling, West Virginia 26003. Any
shareholder desiring a copy of the Company's Bylaws will be furnished one
without charge upon written request to the Secretary.
IX. Legal Proceedings
The Company is unaware of any litigation other than ordinary routine
litigation incident to the business of the Company, to which it or any of its
subsidiaries is a party or of which any of their property is the subject.
X. Other Matters
The Company knows of no other matters to come before the meeting. If any
other matters properly come before the meeting, the proxies solicited hereby
will be voted on such matters in accordance with the judgment of the persons
voting such proxies.
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PLEASE MARK VOTES REVOCABLE PROXY
AS IN THIS EXAMPLE First West Virginia Bancorp, Inc.
ANNUAL MEETING OF SHAREHOLDERS 1. ELECTION OF DIRECTORS:
APRIL 11, 2000
With- For All
For hold Except
Sylvan J. Dlesk
The undersigned does hereby appoint Benjamin R. Honecker
GEORGE F. BENEKE, KARL W. NEUMANN and James C. Inman, Jr.
R. CLARK MORTON or any of them, the true Thomas A. Noice
and lawful attorneys in fact, agents and
proxies of the undersigned to represent the
undersigned at the Annual Meeting of the
Shareholders of FIRST WEST VIRGINIA BANCORP,
INC., to be held on April 11, 2000, commencing
at 4:00 p.m., at the Warwood Office of the INSTRUCTION: To withhold
Company at 1701 Warwood Avenue, Wheeling, West authority to vote for any
Virginia, and at any and all adjournments of individual nominee, mark "For
said meeting, and to vote all the shares of All Except" and write that
Common Stock of the Company standing on the nominee's name in the space
books of the Company in the name of the provided below.
undersigned as specified and in their discretion
on such other business as may properly come
before the meeting.
------------------------------
The undersigned hereby
acknowledges receipt of Notice of
said Annual Meeting and accompanying
Proxy Statement each dated
March 15, 2000.
This Proxy will be voted as
specified, if no specification is
made, this Proxy will be "FOR" the
nominees named.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS
Please be sure to sign and date Date
this Proxy in the box below. ------------------
-------------------------------------------------------------
Shareholder sign above Co-holder (if any) sign above
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
Detach above card, sign, date and mail in postage paid envelope provided.
First West Virginia Bancorp, Inc.
YOUR VOTE IS IMPORTANT TO US
PLEASE ACT PROMPTLY
SIGN, DATE & MAIL YOUR PROXY CARD TODAY
