<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
Pocahontas Bankshares Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
POCAHONTAS BANKSHARES CORPORATION
500 Federal Street
Bluefield, West Virginia 24701
March 28, 1997
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders of
Pocahontas Bankshares Corporation ("Corporation"), a West Virginia Corporation
and owner of 100% of the outstanding common stock of its subsidiaries, First
Century Bank, N.A., Bluefield, West Virginia ("Bluefield") and First Century
Bank, Wytheville, Virginia, ("Wytheville") which will be held on Tuesday, April
15, 1997, at 11:00 o'clock a.m., at Fincastle Country Club, Route 720, Double
Gates, Bluefield, Virginia.
It is important that your shares be represented at the meeting. Whether or
not you plan to attend the meeting, you are requested to complete, date, sign
and return the enclosed proxy in the enclosed envelope for which postage has
been paid. If you have any questions regarding the information in the attached
proxy materials, please do not hesitate to call the office of First Century
Bank, N.A., (304) 325-8181.
You will be asked at the meeting to fix the number of directors for the
Corporation for the ensuing year at fourteen (14), and to elect the nominees
submitted for your consideration in the accompanying Proxy Statement. You will
also be asked to ratify the selection of independent auditors for the
Corporation for the year ending December 31, 1997. You are urged to read this
accompanying Proxy Statement carefully, as it contains detailed information
regarding the nominees for directors of the Corporation and the independent
auditors of the Corporation.
Very truly yours,
/s/ B. L. Jackson, Jr.
B. L. Jackson, Jr.
Chairman of the Board
/s/ R. W. Wilkinson, President
R. W. Wilkinson, President
and Chief Executive Officer
<PAGE>
Pocahontas Bankshares Corporation
500 Federal Street, P. O. Box 1559
Bluefield, West Virginia 24701
(304) 325-8181
----------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 15, 1997
----------------------------------------------
The Annual Meeting of Stockholders of the Corporation will be held on Tuesday,
April 15, 1997, at 11:00 a.m. at Fincastle Country Club, Route 720, Double
Gates, Bluefield, Virginia, for the following purposes:
(1) to fix the number of directors to be elected for the ensuing year at
fourteen (14) and to elect the fourteen (14) nominees submitted for
consideration in the Proxy Statement accompanying this Notice, and,
(2) to ratify the selection of Coopers & Lybrand, Certified Public
Accountants, to serve as independent auditors for the Corporation for the
year ending December 31, 1997, and,
(3) such other business as may lawfully come before the meeting or any
adjournment thereof.
The Board of Directors has fixed the close of business on March 25, 1997, as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting.
Whether or not you plan to attend the meeting, please mark, date, sign and
return the enclosed form of proxy to the Corporation as soon as possible. If
you attend the meeting and wish to vote your shares in person, you may do so at
any time before the proxy is exercised.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/ Charles A. Peters
Secretary
March 28, 1997
Bluefield, West Virginia
<PAGE>
POCAHONTAS BANKSHARES CORPORATION
500 Federal Street, P.O. Box 1559
Bluefield, West Virginia 24701
(304)325-8181
PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 15, 1997
PRELIMINARY STATEMENT
This statement is furnished in connection with the solicitation of proxies for
use at the Annual Meeting ("Annual Meeting") of Stockholders of Pocahontas
Bankshares Corporation ("Corporation"), to be held Tuesday, April 15, 1997, at
11:00 a.m. at Fincastle Country Club, Route 720, Double Gates, Bluefield,
Virginia, and any adjournments thereof.
SOLICITATION AND REVOCATION OF PROXIES
All costs of this solicitation of proxies will be borne by the Corporation.
In addition to solicitation by mail, certain directors, officers and employees
of the Corporation and the banks may solicit proxies in person or by telephone.
Such persons will not receive compensation for such solicitation. Banks,
brokerage houses and other custodians, nominees and fiduciaries will be
reimbursed for their reasonable out-of-pocket expenses, if any, incurred in
forwarding materials to their respective clients.
A stockholder who executes a proxy may revoke it at any time before it is
voted. Proxies may be revoked by written notice received prior to the Annual
Meeting or by timely submission of a subsequently dated proxy. If the enclosed
form of proxy is properly executed, returned and not revoked, it will be voted
in accordance with the specifications, if any, made by the stockholder. If the
form of proxy is signed and returned but specifications are not made, the proxy
will be voted in favor of the proposals set forth in the Notice of Annual
Meeting which accompanies the Proxy Statement. Attendance at the Annual Meeting
by a stockholder who has given a proxy shall not have the effect of revoking the
proxy unless he or she shall so notify the Secretary of the Annual Meeting
before the proxy is voted. The persons named as proxies on the accompanying
form of proxy were selected by the Board of Directors of the Corporation and are
currently directors of the Corporation.
VOTING AT THE ANNUAL MEETING
The close of business on March 25, 1997, has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Annual Meeting. As of the close of business on March 25, 1997, there were
10,000,000 authorized shares of capital stock, $1.25 par value, of the
Corporation ("Capital Stock"), 2,000,000 of which shares were issued and
outstanding and entitled to vote at the Annual Meeting.
First Century Bank, N.A., a wholly-owned subsidiary of Pocahontas Bankshares
Corporation, holds of record as trustee, co-trustee, executor, co-executor or
agent, but not beneficially, 219,464 shares of Capital Stock representing 10.97%
of the outstanding Capital Stock of the Corporation. Of these shares the bank
holds 174,824 shares as sole trustee of certain revocable and irrevocable trusts
and as sole executor of certain estates. The shares held by the bank as co-
trustee will be voted by the individual co-trustee and not by the bank. The
shares held by the bank as sole trustee or as sole executor will be voted by the
bank in accordance with the terms of the trust agreement or at the direction of
either (a) the principal or the grantor in the case of revocable trusts, or (b)
at the direction of the majority of the adult beneficiaries in the case of
irrevocable trusts and estates in which the bank serves as sole executor.
Each stockholder will be entitled to one vote for each share of Capital
Stock registered in his or her name on the books of the Corporation as of the
close of business on March 25, 1997. The approval of the holders of a majority
of the shares eligible to vote at the meeting is required to elect an individual
to serve as director. Cumulative voting is permitted in the election of
directors. Accordingly, in voting for directors each shareholder has the right
to vote the number of shares owned by him 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 directors multiplied by the number his shares shall
equal, or
1
<PAGE>
to distribute such vote on the same principle among as many candidates as he
shall think fit. The Board of Directors reserves the right to instruct its
proxies to vote cumulatively unless otherwise directed by the shareholder.
PRINCIPAL STOCKHOLDERS
The following table sets forth, as of March 25, 1997, the persons or entities
who to the best information and knowledge of the Corporation, beneficially own
more than 5% of the outstanding shares of the Corporation's Capital Stock.
Except where otherwise indicated, the following stockholders are the record
owners of, and possess sole voting and investment powers with respect to, all of
their shares.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------- -------------------- ---------
<S> <C> <C>
R. W. Wilkinson 230,000/(1)/ 11.5000%
2207 Orchard Way
Bluefield, West Virginia 24701
The Ethel N. Bowen Foundation 130,000/(2)/ 6.5000%
500 Federal Street
Bluefield, West Virginia 24701
</TABLE>
- -------------------
(1) Includes 220,000 shares owned of record by Mr. Wilkinson. Also includes
10,000 shares owned of record by Mr. Wilkinson's wife, as to which Mr. Wilkinson
disclaims beneficial ownership.
(2) These shares are held by First Century Bank, N.A. as a safekeeping
custodian for The Ethel N. Bowen Foundation. The Ethel N. Bowen Foundation is a
private charitable foundation, the affairs of which are governed by a board of
directors composed of five persons. Three of these directors are also directors
of the Pocahontas Bankshares Corporation and First Century Bank, N.A. and
include: B. L. Jackson, Jr., R. W. Wilkinson, and B. K. Satterfield. The
fourth director, F.W. Wilkinson, is a director of First Century Bank, N.A. The
fifth director is Henry C. Bowen.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth, as of March 25, 1997, to the best
information and knowledge of the Corporation, (a) the name and age of each
nominee currently serving as a director of the Corporation, (b) certain
information regarding his principal occupation during the last five years, (c)
the year in which he first became a director, (d) the number and percentage
ownership of the Corporation's Capital Stock beneficially owned by him, and (e)
the number and percentage ownership of shares of the Corporation's Capital Stock
beneficially owned by all officers and directors as a group. Unless otherwise
indicated, each director is the record owner of, and possesses sole voting and
investment power with respect to, all of his shares and has been primarily
engaged in the occupation indicated for the past five years.
<TABLE>
<CAPTION>
Amount and
Nature of
Served as a Beneficial
Principal Director of Ownership
Occupation Pocahontas Bankshares and % of
Name and Age (Five Years) Since Class
- ------------ ------------ --------------------- --------------
<S> <C> <C> <C>
Eustace Frederick Mining Engineering Consultant; 1987 3,200/(1)/
66 Formerly, Senior Vice President .1600%
Consolidation Coal Company
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Served as a Beneficial
Principal Director of Ownership
Occupation Pocahontas Bankshares and % of
Name and Age (Five Years) Since Class
- ------------ ------------ --------------------- --------------
<S> <C> <C> <C>
B. L. Jackson, Jr. Chairman of the Board of the Corporation 1983 12,612/(2)/
72 Formerly, President, The First National .6306%
Bank of Bluefield
Robert M. Jones, Jr., M.D. Physician and Surgeon 1993 53,032
44 2.6516%
Harold L. Miller President, Flat Top Insurance Agency 1984 3,000
62 .1500%
Charles A. Peters Secretary of the Corporation, 1983 13,260
74 President, Peters Equipment Inc. .6630%
C. E. Richner President, C. E. Richner Drilling 1989 2,924
73 Company .1462%
Byron K. Satterfield Executive Vice President and Trust 1984 17,140/(3)/
57 Officer of First Century Bank, N.A. .8570%
John C. Shott Chairman of the Board, 1987 10,480
73 Paper Supply Company .5240%
Scott H. Shott Vice President, The Hugh I. 1985 25,148
70 Shott, Jr. Foundation 1.2574%
Walter L. Sowers President, Pemco Corporation, 1983 9,800
57 Manufacturer of Electrical Products .4900%
J. Brookins Taylor, M.D. Physician 1984 34,896/(4)/
69 1.7448%
James P. Thomas, M.D. Physician and Surgeon, Retired 1986 6,000
67 .3000%
Frank W. Wilkinson Vice President, Marketing and 1996 3,548/(5)/
35 Branch Administration, First .1774%
Century Bank, N.A.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Amount and
Nature of
Served as a Beneficial
Principal Director of Ownership
Occupation Pocahontas Bankshares and % of
Name and Age (Five Years) Since Class
- ------------ ------------ --------------------- --------------
<S> <C> <C> <C>
R. W. Wilkinson President and Chief Executive Officer 1983 230,000/(6)/
64 of the Corporation and First Century 11.5000%
Bank, N.A., Chairman, First Century Bank
All Directors as a 425,040
Group (14 persons) 21.2520%
</TABLE>
- -------------------
(1) Includes 1,600 shares owned of record by Mr. Frederick. Also, includes 400
shares owned of record by Mr. Frederick's wife and 1,200 shares owned of
record by Mr. Frederick's children.
(2) Includes 7,100 shares owned of record by Mr. Jackson. Also, includes 5,160
shares owned of record by Mr. Jackson's wife and 352 shares owned of record
by Mr. Jackson's children.
(3) Includes 12,020 shares owned of record by Mr. Satterfield. Also, includes
1,000 shares controlled by Mr. Satterfield as trustee of a family trust,
3,400 shares owned by Mr. Satterfield's wife and 720 shares owned by Mr.
Satterfield's minor son.
(4) Dr. Taylor disclaims beneficial ownership of 33,296 shares which shares are
held in trust for the benefit of Dr. Taylor's wife.
(5) Includes 3,000 shares owned of record by Mr. Wilkinson. Also includes 548
shares owned by Mr. Wilkinson's minor daughter.
(6) Includes 220,000 shares owned of record by Mr. Wilkinson. Also includes
10,000 shares owned of record by Mr. Wilkinson's wife as to which Mr.
Wilkinson disclaims beneficial ownership. Mr. Wilkinson is a principal
stockholder of the Corporation (see "PRINCIPAL STOCKHOLDERS" above).
- ------------------------------------------------------------------------
SECTION 16(a) BENEFICIAL OWNERSHIP COMPLIANCE
Based upon a review of Forms 3, 4 and 5, and amendments thereto, furnished to
the Corporation during or with respect to its most recent fiscal year, and,
information available to the Corporation in its capacity as transfer agent for
the Corporation's common stock, it was determined that the following individuals
inadvertently failed to file the appropriate reports on a timely basis:
Mr. Miller had one (1) late report on Form 4 involving one (1) transaction.
Mr. Peters had three (3) late reports on Form 4 involving three (3)
transactions.
Based upon information available to it, the Corporation believes that,
subsequently, all other reports and transactions have been timely filed.
4
<PAGE>
IDENTIFICATION OF EXECUTIVE OFFICERS
The table below shows the names and ages of all executive officers of the
Corporation and/or its subsidiaries and the position held by them and the dates
when elected as an executive officer of the Corporation and/or its subsidiaries
and the number of shares and percentage owned.
<TABLE>
<CAPTION>
Year Present Position with the Number of Shares
Name Age Elected Corporation and/or Banks and Percentage
- -------------- ------------- ---------------- ------------------------------------- ------------------
<S> <C> <C> <C> <C>
B. L. Jackson 72 1983 Chairman of the Board of the 12,612 - .6306%
Corporation
R. W. Wilkinson 64 1983 President and Chief Executive Officer 230,000 - 11.5000%
of the Corporation and First Century
Bank, N.A.; Chairman, First Century Bank
Charles A. Peters 74 1983 Secretary of the Corporation 13,260 - .6630%
William E. Albert 45 1984 Assistant Secretary of the 600 - .0300%
Corporation; Vice President and
Cashier, First Century Bank, N.A.
Byron K. Satterfield 57 1989 Executive Vice President and 17,140 - .8570%
Trust Officer, First Century
Bank, N.A.
Ronnie S. Kennett 58 1989 Senior Vice President/Loans, 1,000 - .0500%
First Century Bank, N.A.
J. Ronald Hypes 35 1994 Treasurer of the Corporation; 128 - .0064%
Vice President and Comptroller
First Century Bank, N.A.
</TABLE>
COMMITTEES OF THE BOARD
The Corporation has a standing Audit and Compliance Committee which consists
of five (5) members: Messrs. Frederick, J. Shott and Richner, as well as two
(2) directors from the subsidiary banks' boards of directors. The Audit and
Compliance Committee met four (4) times during 1996. This committee reviews and
evaluates significant matters relating to audit, internal control and
compliance. It reviews, with representatives of the independent auditors, the
scope and results of the examination of financial statements, audit fees and any
recommendations with respect to internal controls and financial matters. The
Audit and Compliance Committee is also responsible for monitoring trust
activities, including the review of the assets in each trust as to their safety
and current value, the advisability of retaining or disposing of such assets,
and whether trust funds awaiting investment or distribution have been held
longer than was reasonably necessary.
Although the Board of the Corporation has no standing nominating committee,
the Executive Committee makes recommendations regarding nominees to the Board of
Directors. The members of the committee are Messrs. Jones, Peters, Satterfield,
Scott Shott and R.W. Wilkinson. This committee met two (2) times during 1996.
Additionally, the Executive Committee is responsible for the management of the
budget, the development of policies and implementation of such policies, review
of personnel and salaries and to exercise, when the board is not in session, all
powers of the Board of Directors that may lawfully be delegated.
5
<PAGE>
The Board of the Corporation has no standing compensation committee. The
officers and directors of Pocahontas Bankshares who are also directors or
officers of the subsidiary banks do not receive compensation from the
Corporation. The salaries of the officers and employees of the Corporation's
wholly-owned subsidiaries are established by the boards of directors and
committees of those respective subsidiaries.
The Board of the Corporation met five (5) times in 1996. The following
directors attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors and all committees of the board on which he
served: Messrs. Frederick, Jones, S. Shott, Sowers and Thomas.
COMPENSATION OF DIRECTORS
The directors of the Corporation were paid $300 for each Corporation board
meeting attended during 1996. Also, non-employee directors were paid $100 for
each committee meeting attended. Employee directors were not paid for committee
meetings. Directors of the Corporation who were also directors of the various
subsidiaries received compensation as follows: First Century Bank, N.A. - $200
for each board meeting attended and $100 for each committee meeting attended;
First Century Bank - $100 for each board meeting attended and $50 for each
committee meeting attended. During 1996 there were no other arrangements
pursuant to which any director of the Corporation was compensated for services
as a director.
Also, in lieu of paying fees for attending committee meetings of the various
boards of directors of the Corporation and its subsidiaries, Messrs. Satterfield
and Wilkinson, officers of First Century Bank, N.A., were paid monthly fees for
each of the boards of directors of the Corporation and its subsidiaries on which
they serve.
EXECUTIVE COMPENSATION
The following summary compensation table sets forth through December 31, 1996,
the information concerning compensation for services rendered during the
Corporation's past three fiscal years to the Corporation and/or its subsidiaries
in all capacities paid to or accrued for the Chief Executive Officer, and any
other executive officer whose salary and bonus exceeded $100,000.00 for those
years.
<TABLE>
<CAPTION>
Name of Individual Other All
and Capacities Cash Annual Other
in which served Year Salary Bonus/(1)/ Compensation/(2)/ Compensation/(3)/
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
R. W. Wilkinson 1996 $181,680 $29,533 $4,600 $28,669
President, Chief 1995 174,480 28,113 4,050 25,316
Executive Officer 1994 167,190 26,628 4,650 22,436
and Director of the
Corporation and Bluefield;
Chairman of the Board,
Wytheville
Byron K. Satterfield 1996 $ 92,868 $13,361 $3,700 $10,998
Director of the 1995 89,280 12,637 2,850 9,731
Corporation and 1994 85,020 11,847 4,000 9,305
Executive Vice President
and Trust Officer of
Bluefield
</TABLE>
(1) The amounts in the Bonus column include cash bonuses paid pursuant to a
plan approved by the Board of
6
<PAGE>
Directors covering officers and employees, providing for cash bonus
payments calculated on the basis of the interaction between the
Corporation's net income and a percentage of salary formula. The
interaction of the percentage of salary formula with net income produced a
progressive scale of bonus payments from 9.03% of the participant's salary
to 11.12% of the participant's salary depending upon whether the
participant was an employee or executive officer. Mr. Wilkinson received
the following amounts under this plan: 1996 - $20,603; 1995 - $19,803; and
1994 - $18,868. Mr. Satterfield received the following amounts under this
plan: 1996 -$10,528; 1995 - $10,128; and 1994 - $9,594. A similar bonus
plan is in effect for the fiscal year ending December 31, 1997.
Additionally, under a split-dollar life insurance arrangement, Mr.
Wilkinson received the following bonus amounts to be applied to the cost of
insurance: 1996 - $8,930; 1995 - $8,310; and 1994 - $7,760. Mr.
Satterfield received the following amounts under a similar split-dollar
life insurance arrangement: 1996 - $2,833; 1995 - $2,509; and 1994 -
$2,253.
(2) Includes amounts paid for services as a director.
(3) Includes amounts contributed by the Corporation pursuant to its qualified
401(k) retirement savings plan as follows: Mr. Wilkinson, 1996 - $4,220;
1995 - $4,255; and 1994 - $4,620; Mr. Satterfield, 1996 - $4,200; 1995 -
$3,910; and 1994 - $4,397. Additionally, the current dollar value of the
benefit to executive officers of the remainder of the premiums paid by the
Corporation under a split-dollar life insurance arrangement, projected on
an actuarial basis, is as follows: Mr. Wilkinson, 1996 - $24,449; 1995 -
$21,061; and 1994 - $17,816; Mr. Satterfield, 1996 - $6,798; 1995 - $5,821;
and 1994 - $4,908.
The Corporation provides certain personal benefits to officers not directly
related to job performance, such as personal use of automobiles and the portion
of club dues and fees which may be attributable to personal use. Management of
the Corporation has concluded that the aggregate amounts of such personal
benefits do not exceed the lesser of either $50,000 or 10% of total salary and
bonus for any individual officer.
RETIREMENT SAVINGS PLAN
The Corporation maintains a qualified 401(k) retirement savings plan. All
full time employees are eligible to participate on a voluntary basis, after
completing their first year of service. All employee contributions were matched
by the Corporation at a rate of fifty percent (50%) of the employee contribution
for 1996.
PENSION PLAN
The Corporation and its subsidiaries have maintained a qualified,
noncontributory pension plan for which each year's accrued costs are funded by
the bank. This plan was amended January 1, 1989, to incorporate any new
subsidiaries which may become associated with the Corporation. Amounts are
accrued or set aside each fiscal year to provide fixed benefits to employees in
the event of retirement at a specified age after a specified number of years of
service. The amount of estimated annual benefits upon retirement assumes that
the employee will continue to be employed at his or her present compensation
until retirement at age 65. All employees who have attained the age of 20 1/2
and who have been employed for at least six (6) months are eligible to
participate. Benefits are determined on an actuarial basis under a formula
which takes into consideration the participant's years of service and highest
average earnings. The cost of contributions to the plan is not included in the
table contained under the caption "EXECUTIVE COMPENSATION" because the regular
actuaries of the plan cannot readily calculate the amount of the contribution
applicable to individual members of the plan. Because of the present excess
funded position of the pension plan, no contributions have been made since 1985.
7
<PAGE>
The table set forth below illustrates the estimated annual retirement
benefits payable to salaried employees, based on approximate current salary
levels, assuming retirement at age 65 on January 1, 1997.
<TABLE>
<CAPTION>
Average Annual Years of Service
Salary, Highest -----------------------------------
Five Years 15 20 25 30 35 40
- ---------------- ------- ------- ------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
15,000 $ 4,275 $ 5,700 $ 7,125 $ 8,550 $ 9,975 $ 11,400
25,000 7,125 9,500 11,875 14,250 16,625 19,000
35,000 9,975 13,300 16,625 19,950 23,275 26,600
45,000 12,825 17,100 21,375 25,650 29,925 34,200
55,000 15,675 20,900 26,125 31,350 36,575 41,800
65,000 18,525 24,700 30,875 37,050 43,225 49,400
75,000 21,375 28,500 35,625 42,750 49,875 57,000
85,000 24,225 32,300 40,375 48,450 56,525 64,600
95,000 27,075 36,100 45,125 54,150 63,175 72,200
105,000 29,925 39,900 49,875 59,850 69,825 79,800
115,000 32,775 43,700 54,625 65,550 76,475 87,400
125,000 35,625 47,500 59,375 71,250 83,125 95,000
135,000 38,475 51,300 64,125 76,950 89,775 102,600
145,000 41,325 55,100 68,875 82,650 96,425 110,200
150,000 42,750 57,000 71,250 85,500 99,750 114,000
155,000 44,175 58,900 73,625 88,350 103,075 117,800
160,000 45,600 60,800 76,000 91,200 106,400 121,000
</TABLE>
As of December 31, 1996, Mr. Wilkinson had 34 credited years of service and
Mr. Satterfield had 33 credited years of service under the pension plan.
CERTAIN TRANSACTIONS
EXTENSIONS OF CREDIT
The Corporation, through its wholly-owned subsidiaries, has had, and expects
to have in the future, banking transactions in the ordinary course of its
business with some of its directors, officers, principal stockholders, and the
companies with which they are associated. All loans and commitments to extend
loans included in such transactions were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons. In the opinion of management, at
the time these credits were made they did not present more than normal risk of
collectibility or present other unfavorable circumstances.
INDEPENDENT AUDITORS
A proposal will be submitted at the Annual Meeting seeking the ratification of
the firm of Coopers & Lybrand L.L.P., Certified Public Accountants, as the
Corporation's independent auditors for the fiscal year ending December 31, 1997.
Coopers & Lybrand has served as the Corporation's independent auditors since
1993.
A representative of Coopers & Lybrand will be present at the Annual Meeting
with the opportunity to make a statement if they desire and will be available to
respond to questions of stockholders.
8
<PAGE>
OTHER BUSINESS
The Board of Directors and management of the Corporation are not aware of any
other matters not referred to in the enclosed Proxy which may be brought before
the Annual Meeting. However, if any matter other than the election of
directors, the ratification of the selection of independent auditors or matters
incident thereto should properly come before the Annual Meeting, the persons
named in the enclosed proxy will vote such proxy in accordance with their
judgment on such matters. As of the date of the preparation of this Proxy
Statement, no stockholder has submitted to management any proposal to be acted
upon at the Annual Meeting.
1998 ANNUAL MEETING-PROPOSALS OF STOCKHOLDERS
Any stockholder who intends to present a proposal at the Corporation's Annual
Meeting, to be held in April 1998, must submit the proposal to its principal
executive office at P. O. Box 1559, Bluefield, West Virginia 24701, (304) 325-
8181, on or before December 31, 1997, for inclusion in the Corporation's Proxy
Statement and form of Proxy for the Annual Meeting. All stockholders' proposals
should be sent by registered mail return receipt requested.
FINANCIAL INFORMATION
A COPY OF THE CORPORATION'S 1996 ANNUAL REPORT TO STOCKHOLDERS ACCOMPANIES
THIS PROXY STATEMENT. ADDITIONAL COPIES OF THE 1996 ANNUAL REPORT MAY BE
OBTAINED FREE OF CHARGE FROM J. RONALD HYPES, TREASURER, POCAHONTAS BANKSHARES
CORPORATION, P. O. BOX 1559, BLUEFIELD, WEST VIRGINIA 24701, (304) 325-8181.
THE CORPORATION WILL FILE ITS ANNUAL REPORT ON FORM 10-K WITH THE SECURITIES
AND EXCHANGE COMMISSION. A COPY OF THE ANNUAL REPORT ON FORM 10-K MAY BE
OBTAINED FROM THE CORPORATION AT THE ADDRESS INDICATED ABOVE.
B. L. JACKSON, JR.
CHAIRMAN OF THE BOARD
R. W. WILKINSON, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
Bluefield, West Virginia
March 28, 1997
9
<PAGE>
PROXY SOLICITED BY BOARD OF DIRECTORS FOR
ANNUAL MEETING OF STOCKHOLDERS OF
POCAHONTAS BANKSHARES CORPORATION
The undersigned stockholder(s) of POCAHONTAS BANKSHARES CORPORATION, hereby
appoints and constitutes HAROLD L. MILLER, CHARLES A. PETERS, BYRON K.
SATTERFIELD AND WALTER L. SOWERS, or any one of them, but if more than one
present, a majority of them present, to act as lawful attorney or proxy of the
undersigned, with the power of substitution for and in the name, place and
stead of the undersigned, to vote at the Annual Meeting of Stockholders of the
Corporation to be held on April 15, 1997, at Fincastle Country Club, Route
720, Double Gates, Bluefield, Virginia, at 11:00 a.m. or any adjournment
thereof, for the following purposes and upon any other matters that may come
before the meeting or any adjournment thereof, with all the powers the
undersigned would possess if personally present, hereby revoking all previous
proxies:
1.To elect fourteen (14) directors of the Corporation for terms of one year,
and until their successors are elected and qualified.
[_] FOR all nominees listed below [_] WITHHOLD AUTHORITY You may withhold
(except as marked to the contrary authority to vote for any nominee by
below) lining through or otherwise striking
out his name.
Eustace Frederick C. E. Richner J. Brookins Taylor, M.D.
B. L. Jackson, Jr. Byron K. Satterfield James P. Thomas, M.D.
Robert M. Jones, M.D. John C. Shott Frank. W. Wilkinson
Harold L. Miller Scott H. Shott R. W. Wilkinson
Charles A. Peters Walter L. Sowers
(Continued and to be signed on reverse side)
<PAGE>
2. To ratify the selection of the firm of Coopers & Lybrand L.L.P., Certified
Public Accountants, as independent auditors of the Corporation for the
fiscal year ending December 31, 1997.
[_] FOR [_] AGAINST [_] ABSTAIN
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly be brought before the meeting or any adjournment
thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER(S). IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR PROPOSALS 1 AND 2.
Dated this ............, 1997
.............................
Signature
.............................
Signature
(When signing as an
attorney, administrator,
trustee or guardian, please
give full title as such. If
a corporation, please sign
in full corporate name by
President or other
authorized officer. If a
partnership, please sign in
partnership name by
authorized person. For joint
accounts, each joint owner
should sign.)
(Please date and sign exactly as name(s) appear on the share certificate.)
