<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-11791
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
COMMERCIAL BANCSHARES, INC., EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
Commercial BancShares, Incorporated
415 Market Street
Parkersburg, West Virginia 26101
<PAGE>
SIGNATURE
The Plan
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
COMMERCIAL BANCSHARES, INC., EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
By: Commercial BancShares, Inc., Employee Stock Ownership Plan
Trustees and Administrative Committee
Date: June 27, 1997 /s/ Larry G. Johnson
Larry G. Johnson
Trustee
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
DECEMBER 31, 1996
TABLE OF CONTENTS
Independent Auditors' Report
Statement of Net Assets Available for Benefits
With Fund Information at December 31, 1996
Statement of Net Assets Available for Benefits
With Fund Information at December 31, 1995
Statement of Changes in Net Assets Available for Benefits
With Fund Information for the Year Ended December 31, 1996
Statement of Changes in Net Assets Available for Benefits
With Fund Information for the Year Ended December 31, 1995
Notes to Financial Statements
SUPPLEMENTAL INFORMATION
Form 5500 - Schedule G Information
Schedule I Assets held for investment purposes
Schedule II Assets held for investment purposes that
were both acquired and disposed of within the
plan year
Schedule III Loans or fixed income obligations
in default (None)
Schedule IV Leases in default (None)
Schedule V Reportable transactions
Schedule VI Nonexempt transactions disclosed in financial
statement notes (None)
Schedule VII Other nonexempt transactions (None)
EXHIBITS
Exhibit 23 - Consent of Independent Auditors
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
Commercial BancShares, Inc.
Employee Stock Ownership Plan
(Containing Section 401(k) Provisions)
Parkersburg, West Virginia
We have audited the accompanying statements of net assets available
for benefits with fund information of Commercial BancShares, Inc. Employee Stock
Ownership Plan (Containing Section 401(k) Provisions) as of December 31, 1996
and 1995, and the related statements of changes in net assets available for
benefits with fund information for the years ended December 31, 1996 and 1995.
These financial statements are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
Except as discussed in the following paragraph, we conducted our
audits in accordance with generally accepted auditing standards. Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As permitted by 29 CFR 2520.103-8 of the Department of Labor's Rules
and Regulations for Reporting and Disclosure under the Employee Retirement
Income Security Act of 1974, investment assets held by Commercial Banking and
Trust Company, Trust Department, the custodian of the Plan, and transactions in
those assets were excluded from the scope of our audit of the Plan's 1995
financial statements, except for comparing the information provided by the
custodian, which is summarized in Note 3, with the related information included
in the financial statements.
Because of the significance of the information that we did not audit,
we are unable to, and do not, express an opinion on the Plan's financial
statements as of December 31, 1995. The form and content of the information
included in the 1995 financial statements, other than that derived from the
information certified by the custodian, have been audited by us and, in our
opinion, are presented in compliance with the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974.
<PAGE>
To the Administrative Committee
Commercial BancShares, Inc.
Employee Stock Ownership Plan
(Containing Section 401(k) Provisions)
Parkersburg, West Virginia
Page Two
In our opinion, the financial statements, referred to above, of
Commercial BancShares, Inc. Employee Stock Ownership Plan (Containing Section
401(k) Provisions) as of December 31, 1996 and for the year then ended present
fairly, in all material respects, the net assets available for benefits with
fund information of Commercial BancShares, Inc. Employee Stock Ownership Plan
(Containing Section 401(k) Provisions) as of December 31, 1996, and changes in
net assets available for benefits with fund information for the year then ended
in conformity with generally accepted accounting principles.
Our audit of the Plan's financial statements as of and for the year
ended December 31, 1996, was conducted for the purpose of forming an opinion on
the financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes, loans or fixed income obligations, leases in
default or classified as uncollectible, reportable transactions, and nonexempt
transactions as of and for the year ended December 31, 1996 are presented for
the purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements for the year ended December 31, 1996 and, in our opinion,
are fairly stated in all material respects in relation to the basic financial
statements taken as a whole.
/s/ Harman, Thompson, Mallory & Ice, A.C.
Harman, Thompson, Mallory & Ice, A.C.
Certified Public Accountants
Parkersburg, West Virginia
June 5, 1997
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
-------------------------------------------------------------------------------
GROWTH
AGGRESSIVE AND
GENERAL GROWTH GROWTH INCOME INCOME STOCK
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Fair
Value
Money Market Funds :
Federal Portfolio
Goldman Sachs Fund $ 60,574 $ $ $ $ $ 14,043
Certificates of Deposit 10,000
U. S. Government
Securities 524,461
State and Municipal
Government Securities 25,055
Corporate Bonds and
Debentures 103,816
Shares of Registered
Investment Companies:
Federated Managed
Aggressive Growth
Fund 97,595
Federated Managed
Growth Fund 128,488
Federated Managed
Income Fund 31,598
Federated Managed
Growth and Income
Fund 51,692
Common Stock 1,219,907
Commercial BancShares,
Inc. Common Stock 1,517,434
Participant Loans
Receivable
---------- ---------- -------- ------- ------- ----------
TOTAL INVESTMENTS $1,943,813 $ 97,595 $128,488 $31,598 $51,692 $1,531,477
---------- ---------- -------- ------- ------- ----------
Cash, Non-Interest
Bearing $ -0- $ 301 $ 401 $ 228 $ 101 $ -0-
---------- ---------- -------- ------- ------- ----------
Receivables:
Employer's Contribution $ $ $ $ $ $
Interest and Dividends 342 3,482 4,399 451 1,204 39
---------- ---------- -------- ------- ------- ----------
TOTAL RECEIVABLES $ 342 $ 3,482 $ 4,399 $ 451 $ 1,204 $ 39
---------- ---------- -------- ------- ------- ----------
TOTAL ASSETS $1,944,155 $ 101,378 $133,288 $32,277 $52,997 $1,531,516
---------- ---------- -------- ------- ------- ----------
LIABILITIES
Due to Broker for
Securities Purchased $ $ $ $ $ $ 12,473
Assets Held in Suspense
under IRC Section 415
Limits
---------- ---------- -------- ------- ------- ----------
TOTAL LIABILITIES $ -0- $ -0- $ -0- $ -0- $ -0- $ 12,473
---------- ---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS BEFORE
INTERFUND TRANSFERS
PENDING $1,944,155 $ 101,378 $133,288 $32,277 $52,997 $1,519,043
INTERFUND TRANSFERS PENDING (214) 38 (38) -0- -0- -0-
---------- ---------- -------- ------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $1,943,941 $ 101,416 $133,250 $32,277 $52,997 $1,519,043
========== ========== ======== ======= ======= ==========
<CAPTION>
NON-PARTICIPANT
DIRECTED
---------------
STOCK
FUND TOTAL
<S> <C> <C>
ASSETS
Investments, at Fair
Value
Money Market Funds :
Federal Portfolio
Goldman Sachs Fund $ 55,491 $ 130,108
Certificates of Deposit 10,000
U. S. Government
Securities 524,461
State and Municipal
Government Securities 25,055
Corporate Bonds and
Debentures 103,816
Shares of Registered
Investment Companies:
Federated Managed
Aggressive Growth
Fund 97,595
Federated Managed
Growth Fund 128,488
Federated Managed
Income Fund 31,598
Federated Managed
Growth and Income
Fund 51,692
Common Stock 1,219,907
Commercial BancShares,
Inc. Common Stock 4,487,558 6,004,992
Participant Loans
Receivable 40,244 40,244
---------- ----------
TOTAL INVESTMENTS $4,583,293 $8,367,956
---------- ----------
Cash, Non-Interest
Bearing $ -0- $ 1,031
---------- ----------
Receivables:
Employer's Contribution $ 376,680 $ 376,680
Interest and Dividends 624 10,541
---------- ----------
TOTAL RECEIVABLES $ 377,304 $ 387,221
---------- ----------
TOTAL ASSETS $4,960,597 $8,756,208
---------- ----------
LIABILITIES
Due to Broker for
Securities Purchased $ 50,186 $ 62,659
Assets Held in Suspense
under IRC Section 415
Limits 1,825 1,825
---------- ----------
TOTAL LIABILITIES $ 52,011 $ 64,484
---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS BEFORE
INTERFUND TRANSFERS
PENDING $4,908,586 $8,691,724
INTERFUND TRANSFERS PENDING 214 -0-
---------- ----------
NET ASSETS AVAILABLE FOR $4,908,800 $8,691,724
BENEFITS ---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------------
GROWTH
AGGRESSIVE AND
GENERAL GROWTH GROWTH INCOME INCOME STOCK
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Fair
Value
Money Market Funds :
Federal Portfolio
Goldman Sachs Fund $ 164,722 $ $ $ $ $ 1,750
U. S. Government
Securities 397,085
Corporate Bonds and
Debentures 86,731
Shares of Registered
Investment Companies:
Federated Managed
Aggressive Growth
Fund 49,181
Federated Managed
Growth Fund 87,540
Federated Managed
Income Fund 26,734
Federated Managed
Growth and Income
Fund 30,023
Common Stock 996,394
Commercial BancShares,
Inc. Common Stock 117,187
Participant Loans
Receivable
---------- ------- ------- ------- ------- ----------
TOTAL INVESTMENTS $1,644,932 $49,181 $87,540 $26,734 $30,023 $ 118,937
---------- ------- ------- ------- ------- ----------
Cash, Non-Interest
Bearing $ -0- $ 1,623 $ 1,291 $ 36 $ 873 $ -0-
---------- ------- ------- ------- ------- ----------
Receivables:
Employer's Contribution $ $ $ $ $ $
Participants'
Contribution 1,370 185 273 137 19 1,801
Interest and Dividends 742 1,725 2,910 435 863
---------- ------- ------- ------- ------- ----------
TOTAL RECEIVABLES $ 2,112 $ 1,910 $ 3,183 $ 572 $ 882 $ 1,801
---------- ------- ------- ------- ------- ----------
TOTAL ASSETS $1,647,044 $52,714 $92,014 $27,342 $31,778 $ 120,738
---------- ------- ------- ------- ------- ----------
LIABILITIES
Assets Held in Suspense
under IRC Section 415
Limits $ -0- $ -0- $ -0- $ -0- $ -0- $ -0-
---------- ------- ------- ------- ------- ----------
TOTAL LIABILITIES $ -0- $ -0- $ -0- $ -0- $ -0- $ -0-
---------- ------- ------- ------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS BEFORE
INTERFUND TRANSFERS
PENDING $1,647,044 $52,714 $92,014 $27,342 $31,778 $ 120,738
INTERFUND TRANSFERS PENDING 66,887 287 63 (79) (90) 1,104,951
---------- ------- ------- ------- ------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $1,713,931 $53,001 $92,077 $27,263 $31,688 $1,225,689
---------- ------- ------- ------- ------- ----------
<CAPTION>
NON-PARTICIPANT
DIRECTED
------------------
STOCK
FUND TOTAL
<S> <C> <C>
ASSETS
Investments, at Fair
Value
Money Market Funds :
Federal Portfolio
Goldman Sachs Fund $ 158,945 $ 325,417
U. S. Government
Securities 397,085
Corporate Bonds and
Debentures 86,731
Shares of Registered
Investment Companies:
Federated Managed
Aggressive Growth
Fund 49,181
Federated Managed
Growth Fund 87,540
Federated Managed
Income Fund 26,734
Federated Managed
Growth and Income
Fund 30,023
Common Stock 996,394
Commercial BancShares,
Inc. Common Stock 4,767,788 4,884,975
Participant Loans
Receivable 19,529 19,529
----------- ----------
TOTAL INVESTMENTS $ 4,946,262 $6,903,609
----------- ----------
Cash, Non-Interest
Bearing $ -0- $ 3,823
----------- ----------
Receivables:
Employer's Contribution $ 360,000 $ 360,000
Participants'
Contribution 3,785
Interest and Dividends 549 7,224
----------- ----------
TOTAL RECEIVABLES $ 360,549 $ 371,009
----------- ----------
TOTAL ASSETS $ 5,306,811 $7,278,441
----------- ----------
LIABILITIES
Assets Held in Suspense
under IRC Section 415
Limits $ 6,738 $ 6,738
----------- ----------
TOTAL LIABILITIES $ 6,738 $ 6,738
----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS BEFORE
INTERFUND TRANSFERS
PENDING $ 5,300,073 $7,271,703
INTERFUND TRANSFERS PENDING (1,172,019) -0-
----------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 4,128,054 $7,271,703
----------- ----------
The accompanying notes are an integral part of these financial statements.
</TABLE>
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------
GROWTH
AGGRESSIVE AND
GENERAL GROWTH GROWTH INCOME INCOME STOCK
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to Net Assets
Attributed To:
Investment Income:
Net Appreciation
(Depreciation) in
Fair Value of $ 209,031 $ 5,023 $ 4,454 $ (251) $ 292 $ 150,340
Investments
Interest 36,281
Dividends 31,018 6,962 10,215 2,296 3,499 42,952
---------- -------- -------- ------- ------- ----------
TOTAL INVESTMENT INCOME $ 276,330 $ 11,985 $ 14,669 $ 2,045 $ 3,791 $ 193,292
---------- -------- -------- ------- ------- ----------
Contributions:
Participants'
Employer's $ 63,908 $ 38,639 $ 27,665 $ 4,284 $17,703 $ 137,672
---------- -------- -------- ------- ------- ----------
TOTAL CONTRIBUTIONS $ 63,908 $ 38,639 $ 27,665 $ 4,284 $17,703 $ 137,672
---------- -------- -------- ------- ------- ----------
TOTAL ADDITIONS $ 340,238 $ 50,624 $ 42,334 $ 6,329 $21,494 $ 330,964
---------- -------- -------- ------- ------- ----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to
Participants $ 110,014 $ 2,209 $ 1,161 $ 1,315 $ 185 $ 37,610
---------- -------- -------- ------- ------- ----------
TOTAL DEDUCTIONS $ 110,014 $ 2,209 $ 1,161 $ 1,315 $ 185 $ 37,610
---------- -------- -------- ------- ------- ----------
Net Increase Prior to
Interfund Transfers $ 230,224 $ 48,415 $ 41,173 $ 5,014 $21,309 $ 293,354
Interfund Transfers (214)
---------- -------- -------- ------- ------- ----------
NET INCREASE $ 230,010 $ 48,415 $ 41,173 $ 5,014 $21,309 $ 293,354
NET ASSETS AVAILABLE FOR
BENEFITS
Beginning of Year 1,713,931 53 001 92,077 27,263 31,688 1,225,689
---------- -------- -------- ------- ------- ----------
END OF YEAR $1,943,941 $101,416 $133,250 $32,277 $52,997 $1,519,043
========== ======== ======== ======= ======= ==========
<CAPTION>
NON-PARTICIPANT
DIRECTED
------------------
STOCK
FUND TOTAL
<S> <C> <C>
ADDITIONS
Additions to Net Assets
Attributed To:
Investment Income:
Net Appreciation
(Depreciation) in
Fair Value of $ 460,213 $ 829,102
Investments
Interest 2,679 38,960
Dividends 128,462 225,404
---------- ----------
TOTAL INVESTMENT INCOME $ 591,354 $1,093,466
---------- ----------
Contributions:
Participants' $ $ 289,871
Employer's 381,912 381,912
---------- ----------
TOTAL CONTRIBUTIONS $ 381,912 $ 671,783
---------- ----------
TOTAL ADDITIONS $ 973,266 $1,765,249
---------- ----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to
Participants $ 192,734 $ 345,228
---------- ----------
TOTAL DEDUCTIONS $ 192,734 $ 345,228
---------- ----------
Net Increase Prior to
Interfund Transfers $ 780,532 $1,420,021
Interfund Transfers 214 -0-
---------- ----------
NET INCREASE $ 780,746 $1,420,021
NET ASSETS AVAILABLE FOR
BENEFITS
Beginning of Year 4,128,054 7,271,703
---------- ----------
END OF YEAR $4,908,800 $8,691,724
========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
<TABLE>
<CAPTION>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------------
GROWTH
AGGRESSIVE AND
GENERAL GROWTH GROWTH INCOME INCOME STOCK
FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to Net Assets
Attributed To:
Investment Income:
Net Appreciation
(Depreciation) in
Fair Value of $ 332,884 $ 4,089 $ 1,100 $ 52 $ 1,181 $ 17,187
Investments
Interest 31,173
Dividends 31,108 2,353 3,479 626 1,300 1,750
---------- ------- ------- ------- ------- ----------
TOTAL INVESTMENT INCOME $ 395,165 $ 6,442 $ 4,579 $ 678 $ 2,481 $ 18,937
---------- ------- ------- ------- ------- ----------
Contributions:
Participants' $ 62,917 $44,788 $24,496 $ 1,680 $20,063 $ 139,711
Employer's
---------- ------- ------- ------- ------- ----------
TOTAL CONTRIBUTIONS $ 62,917 $44,788 $24,496 $ 1,680 $20,063 $ 139,711
---------- ------- ------- ------- ------- ----------
Net Assets
Transferred-In Hometown
Bancshares, Inc. $ 122,001 $ 1,869 $56,208 $22,426 $10,797 $ 214,640
---------- ------- ------- ------- ------- ----------
TOTAL ADDITIONS $ 580,083 $53,099 $85,283 $24,784 $33,341 $ 373,288
---------- ------- ------- ------- ------- ----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to
Participants $ 68,007 $ 492 $ 228 $ $ 3,111 $ 1,543
Administrative Expense 5,143
Trust Fees 6,634 117 78 12 45
Interest Expense 637
---------- ------- ------- ------- ------- ----------
TOTAL DEDUCTIONS $ 80,421 $ 609 $ 306 $ 12 $ 3,156 $ 1,543
---------- ------- ------- ------- ------- ----------
Net Increase Prior to
Interfund Transfers $ 499,662 $52,490 $84,977 $24,772 $30,185 $ 371,745
Interfund Transfers 27,080 511 7,100 2,491 1,503 643,674
---------- ------- ------- ------- ------- ----------
NET INCREASE $ 526,742 $53,001 $92,077 $27,263 $31,688 $1,015,419
NET ASSETS AVAILABLE FOR
BENEFITS
Beginning of Year 1,187,189 -0- -0- -0- -0- 210,270
---------- ------- ------- ------- ------- ----------
END OF YEAR $1,713,931 $53,001 $92,077 $27,263 $31,688 $1,225,689
---------- ------- ------- ------- ------- ----------
<CAPTION>
NON-PARTICIPANT
DIRECTED
------------------
STOCK
FUND TOTAL
<S> <C> <C>
ADDITIONS
Additions to Net Assets
Attributed To:
Investment Income:
Net Appreciation
(Depreciation) in
Fair Value of $ 581,111 $ 937,604
Investments
Interest 4,452 35,625
Dividends 127,115 167,731
---------- ----------
TOTAL INVESTMENT INCOME $ 712,678 $1,140,960
---------- ----------
Contributions:
Participants' $ $ 293,655
Employer's 456,032 456,032
---------- ----------
TOTAL CONTRIBUTIONS $ 456,032 $ 749,687
---------- ----------
Net Assets
Transferred-In Hometown
Bancshares, Inc. $ 602,499 $1,030,440
---------- ----------
TOTAL ADDITIONS $1,771,209 $2,921,087
---------- ----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to
Participants $ 96,599 $ 169,980
Administrative Expense 17,898 23,041
Trust Fees 15,351 22,237
Interest Expense 637
---------- ----------
TOTAL DEDUCTIONS $ 129,848 $ 215,895
---------- ----------
Net Increase Prior to
Interfund Transfers $1,641,361 $2,705,192
Interfund Transfers (682,359) -0-
---------- ----------
NET INCREASE $ 959,002 $2,705,192
NET ASSETS AVAILABLE FOR
BENEFITS
Beginning of Year 3,169,052 4,566,511
---------- ----------
END OF YEAR $4,128,054 $7,271,703
---------- ----------
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN
The following brief description of Commercial BancShares, Inc.
Employee Stock Ownership Plan (Containing Section 401(k) Provisions) (the Plan)
provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering substantially all
employees of Commercial BancShares, Inc. and its Subsidiaries (Commercial
Banking and Trust Company, Jackson County Bank, Farmers & Merchants Bank of
Ritchie County, Dime Bank, Union Bank of Tyler County, The Community Bank, and
The Bank of Paden City). The Plan operates as an employee stock ownership plan
with Section 401(k) provisions and is designed to comply with Section 4975(e)(7)
and the regulations thereunder of the Internal Revenue Code of 1986 and is
subject to the applicable provisions of the Employee Retirement Income Security
Act of 1974 (ERISA). The Plan is administered by an Administrative Committee
appointed by Commercial BancShares, Inc.'s Board of Directors. The Trust
Department of Commercial Banking and Trust Company (A Wholly-Owned Subsidiary of
Commercial BancShares, Inc.) is the custodian of the Plan's assets.
Plan Merger
On January 1, 1995, the Hometown BancShares, Inc. Employee Stock
Ownership Plan and the Hometown BancShares, Inc. 401(k) and Profit Sharing Plan
were merged into the Commercial BancShares, Inc. Employee Stock Ownership Plan
(Containing Section 401(k) Provisions). The transferred net assets have been
recognized in the accounts of the Commercial BancShares, Inc. Plan as of January
1, 1995, at their balances as previously carried in the accounts of the Hometown
BancShares, Inc. Plan. The changes in net assets of the combined Plans are
included in the accompanying Statement of Changes in Net Assets Available for
Benefits from January 1, 1995. A summary of the transferred net assets follows:
<TABLE>
<CAPTION>
<S> <C>
Cash $ 605,825
Investments at Estimated Value
Commercial BancShares, Inc., Common Stock - 10,901 Shares 365,184
Accrued Investment Income and Gains 59,431
----------
TOTAL NET ASSETS TRANSFERRED-IN $1,030,440
==========
</TABLE>
Eligibility and Participation
Employees who are employed by the Company and its Subsidiaries, in a
position requiring at least 1,000 hours of service during the plan year are
eligible to participate in the Plan. Participants who do not have at least
1,000 hours of service during such plan year or are not employed on the last
working day of a plan year are generally not eligible for an allocation of
Company contributions for such year.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
Contributions
Three types of employer contributions may be made to the Plan: (1)
Basic Contributions (discretionary contributions made by the Company as
determined by the Board of Directors), (2) Matching Contributions (Company
matches, up to a certain percentage of salary reduction contributions made by
the participant), and (3) Optional Contributions (additional discretionary
contributions made by the Company as determined by the Board of Directors). The
Employee may make (1) Salary Reduction Contributions and (2) Rollover
Contributions.
Allocations to Participants' Accounts
Each participant's account is credited with any salary deferrals as
well as an allocation of (a) the Company's contribution, (b) Plan earnings, and
(c) forfeitures of terminated participants' non-vested accounts. Allocations of
Company Basic and Optional Contributions are prorated based on the participants'
compensation. Company Matching contributions are allocated on a prorated basis
based on the participants' Salary Reduction Contributions. A participant must
be employed by the Company on December 31 of the Plan year to be eligible to
receive an allocation of Company Basic, Matching, or Optional Contributions.
The Optional Account is subject to vesting provisions.
Vesting
Vesting is based on years of service. Vesting commences after two
years of credited service, at which time the participant is 20 percent vested.
A participant is 100 percent vested after six years of credited service from the
date of employment. Upon death, retirement, or total disability, a participant
is also 100 percent vested. A participant is always 100 percent vested in any
salary deferral, rollover, basic, and matching contributions.
Investment Options
Upon enrollment in the Plan, a participant may direct his salary
reduction contribution into as many as six investment options.
General Fund - Funds are invested in securities of the U. S.
------------
Government or its agencies, corporate bonds, and equity securities of
established companies.
Stock Fund - Funds are invested primarily in Company stock. If no
----------
stock is currently available for purchase, funds are deposited into
money market funds and/or mutual funds until stock does become
available.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
Investment Options (Continued)
Aggressive Growth Fund - Funds are invested in the Federated Managed
----------------------
Aggressive Growth Fund. This fund invests 60 to 100 percent of its
assets in equity securities and 0 to 40 percent in bonds.
Growth Fund - Funds are invested in the Federated Managed Growth Fund.
-----------
This fund invests 50 to 70 percent of its assets in equity securities
and 30 to 50 percent in bonds.
Income Fund - Funds are invested in the Federated Managed Income Fund.
-----------
The Fund invests 10 to 30 percent of its assets in equity securities
and 70 to 90 percent in bonds.
Growth and Income Fund - Funds are invested in the Federated Managed
----------------------
Growth and Income Fund. This Fund invests 30 to 50 percent of its
assets in equity securities and 50 to 70 percent in bonds.
Participant Loans Receivable
Participants may apply for a loan from their vested account under the
Plan. Certain legal restrictions impose limits on the amount of the loan and
repayment terms. The maximum loan amount is $50,000. The specific limit for
any participant is 50% of their vested account balance. If a participant has an
existing loan at the time of application, the $50,000 limit is reduced by the
highest outstanding balance of the participant's loan over the previous twelve-
month period or the total of all outstanding loans the day the new loan is
granted. Generally, the participant's loan must be repaid within five years,
unless the proceeds are used to purchase or construct a principal residence.
Voting Rights
The Plan document states that Company stock in the Plan shall normally
be voted by the Trustees as determined by their sole discretion. However, with
respect to any corporate matter which involves the voting of Company stock as to
the approval or disapproval of any corporate merger or consolidation,
recapitalization, reclassification, liquidation, dissolution, sale of
substantially all assets of a trade or business, or such similar transactions as
may be prescribed in Code regulations, each participant will be entitled to
direct the Trustees as to the exercise of any voting rights attributable to
shares of Company stock then allocated to his Company stock account but only to
the extent required by Sections 401(a)(22) and 409(e)(3) of the Code and the
regulations thereunder. In that event, any allocated Company stock with respect
to which voting instructions are not received from participants shall not be
voted and all Company stock which is not then allocated to participants' company
stock accounts shall be voted in the manner determined by the Trustees.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
Plan Distributions
Distributions from the Plan will be made upon termination of service
due to a participant's retirement, death (in which case, payment shall be made
to his or her beneficiary or, if none, his or her legal representatives),
disability, or otherwise terminates employment with the Company and its
Subsidiaries. Distributions are made in cash or, if a participant elects, in
the form of Company common shares plus cash for any fractional share.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements of the Plan are prepared using
the accrual method of accounting.
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make estimates
and assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
Investment Valuation and Income Recognition
In 1995, the fair value of the Commercial BancShares, Inc. common
stock was determined by an independent appraiser. For 1996, investment in
Commercial BancShares, Inc. common stock is valued at quoted market prices.
Investments in money market funds, government securities, corporate
bonds, and common stock are carried at quoted market prices.
Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan at year
end.
The investment in Commercial Banking and Trust Company certificates of
deposit and the participant loans are recorded at cost which approximates fair
market value.
Dividends and interest received from investments are recorded as
earned on an accrual basis.
The Plan presents in the Statement of Changes in Net Assets Available
for Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Investment Valuation and Income Recognition (Continued)
Purchases and sales of securities are recorded on a trade-date basis.
Employer Contributions
Employer contributions are accrued during the plan year to which the
contribution is attributed by the Employer Company's Board of Directors.
Payment of Benefits
Benefits are recorded when paid.
Stock Fund Transactions
In 1995, the participant directed and non-participant directed
contributions designated to purchased Company stock were maintained in a single
investment fund (i.e. stock fund). To conform to presentation requirements
promulgated by Practice Bulletin 12, Reporting Separate Investment Fund Option
Information of Defined-Contribution Pension Plans, issued September, 1994 by the
Accounting Standards Executive Committee and the Employee Benefit Plans
Committee of the American Institute of Certified Public Accountants, the Plan's
Administrative Committee has adopted a procedure of allocating certain income
and expense transactions on a weighted-average method for participant directed
and non-participant directed presentation.
In 1996, separate stock funds were established to record all
participant directed and non-participant directed transactions.
Forfeited Accounts
At December 31, 1996 and 1995, forfeited nonvested accounts totalled
$8,883 and $4,081, respectively. These accounts were allocated to all remaining
participants of the Plan.
Reclassification of Prior Years' Statements
Certain items previously reported have been reclassified to conform
with current year's classification.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 3: INVESTMENTS
The Plan's investments are held by a bank-administered trust fund.
The following table presents the fair values of investments at December 31, 1996
and 1995. Investments that represent 5 percent or more of the Plan's net assets
are separately identified.
<TABLE>
<CAPTION>
1996 1995
---------- ----------
<S> <C> <C>
Investments at Fair Value as Determined by Quoted Market Price
Money Market Funds $ 130,108 $ 325,417
U. S. Government Securities 524,461 397,085
State and Municipal Government Securities 25,055 -0-
Corporate Bonds and Debentures 103,816 86,731
Shares in Registered Investment Companies 309,373 193,478
Common Stock 1,219,907 996,394
Commercial BancShares, Inc. Common Stock - 142,976 Allocated
Shares in 1996 6,004,992 -0-
---------- ----------
$8,317,712 $1,999,105
---------- ----------
Investments at Estimated Value
Commercial BancShares, Inc. Common Stock - 130,266 Allocated
Shares in 1995 $ -0- $4,884,975
Participant Loans 40,244 19,529
Certificates of Deposit 10,000 -0-
---------- ----------
$ 50,244 $4,904,504
---------- ----------
TOTAL INVESTMENTS $8,367,956 $6,903,609
========== ==========
</TABLE>
The Plan's investments (including investments bought, sold, and held
during the year) appreciated in value by $829,102 and $937,604 for the years
ended December 31, 1996 and 1995, respectively.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 3: INVESTMENTS (CONTINUED)
<TABLE>
<CAPTION>
1996 1995
--------- --------
<S> <C> <C>
Investments at Fair Value as Determined by Quoted Market Price
U. S. Government Securities $ (5,912) $ 17,835
State and Municipal Government Securities 55 -0-
Corporate Bonds and Debentures (2,895) 9,599
Shares in Registered Investment Companies 9,518 6,422
Common Stock 217,783 305,449
Commercial BancShares, Inc. Common Stock 610,553 -0-
-------- --------
$829,102 $339,305
-------- --------
Investments at Estimated Value
Commercial BancShares, Inc. Common Stock $ -0- $598,299
-------- --------
$ -0- $598,299
-------- --------
NET CHANGE IN FAIR VALUE $829,102 $937,604
======== ========
</TABLE>
NOTE 4: CERTIFIED INFORMATION
The financial information presented in Note 3 is prepared from
information supplied by Commercial Banking and Trust Company, a Subsidiary of
the Company. Specifically, investments, investment income received, gain/loss
on sale of investments, and net appreciation/depreciation of investments
information as of and for the year ended December 31, 1995 was supplied by
Commercial Banking and Trust Company. Such information has been certified by
Commercial Banking and Trust Company as being correct and the Plan Administrator
has elected to use this information without audit in 1995.
NOTE 5: ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist principally of Commercial BancShares,
Inc. common shares, are held by the Trustee of the Plan.
Company contributions are held and managed by the Trustee which
invests cash received, interest, and dividend income and makes distributions to
participants. The Trustee also administers the payment of interest and
principal on any loan the Plan may have and is reimbursed to the Trustee through
contributions as determined by the Company.
Certain administrative functions are performed by officers or
employees of the Company or its participating Subsidiaries. No such officer or
employee receives compensation from the Plan. Administrative expenses and trust
fees may be paid directly by the Company. Trust fees were paid by the Plan in
1995.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 6: SUSPENSE ACCOUNTS
During the Plan years 1996 and 1995, a suspense account in the amount
of $1,825 and $6,738, respectively, was established to meet qualification
standards of IRC Section 415 annual additions testing. The amount is being held
from allocations of the employer optional contribution. The suspense account
will be allocated to the appropriate participants in the next Plan year while
taking into consideration the annual additions at that time.
NOTE 7: RELATED PARTY TRANSACTIONS
Administrative expenses, trust fees, and legal fees were paid by the
Company at its option. During 1996 and 1995, the Plan purchased 12,710 shares
and 31,938 shares of Employer Securities at a cost of $509,464 and $992,810,
respectively. Investment income consists of dividends received on Company stock
of $159,134 and $121,164 for the years ended December 31, 1996 and 1995,
respectively. The Plan paid trust fees of $22,237 in 1995 to the Trust
Department of a Subsidiary of the Company.
NOTE 8: INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company
by a letter, dated January 31, 1994, stating that the Plan constitutes a
qualified trust under Section 401(a) of the Internal Revenue Code and is,
therefore, exempt from Federal income taxes under present income tax laws. The
Plan has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable requirements
of the Code. Therefore, no provision for income taxes has been included in the
Plan's financial statements.
NOTE 9: PLAN TERMINATION
Although it has not expressed any intent to do so, Commercial
BancShares, Inc. has the right under the Plan to discontinue its contributions
at any time and to terminate the Plan subject to the provisions of ERISA. In
the event of Plan termination, participants will become 100% vested in their
accounts.
NOTE 10: NON-EXEMPT TRANSACTION
During 1995, a Subsidiary of the Company inadvertently did not remit
employee contributions to the Plan trust on a timely basis. Those contributions
which fell into this category amounted to $7,535 and are disclosed in the 1995
Supplemental Schedule G Information, Part VI. The Plan computed the lost
earnings of the affected participants, credited their respective accounts, and
filed the appropriate information with the Department of Labor. The reporting
of this transaction was made on September 5, 1996, pursuant to the Pension
Payback Program to secure exemption from any Federal criminal sanctions or civil
penalties under ERISA and the Internal Revenue Code.
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1996
PART I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
<CAPTION>
(b) (c)
Identitity of issue, borrower, Description of investmnet
lessor, or similar party including maturity date, rate of
interest, collateral, par or (d) (e)
(a) maturity value Cost Current Value
<S> <C> <C> <C> <C>
U. S. Treasury Note Due 8/31/97, 5.625%, 10,000 $10,000 $ 9,984
U. S. Treasury Note Due 2/15/03, 6.25%, 25,000 $25,273 $24,976
U. S. Treasury Note Due 9/30/99, 7.125%, 20,000 $19,813 $20,544
U. S. Treasury Note Due 9/30/00, 6.125% 10,000 $ 9,970 $ 9,994
U. S. Treasury Note Due 10/15/97, 8.75%, 10,000 $ 9,995 $10,215
U. S. Treasury Note Due 11/15/00, 8.5%, 20,000 $19,973 $21,600
U. S. Treasury Note Due 2/15/01, 7.75%, 10,000 $10,381 $10,569
Federal Home Loan Bank Due 3/22/99, 6.1%, 20,000 $19,700 $19,969
Federal Home Loan Bank Due 4/29/98, 5.25% 30,000 $29,800 $29,775
Federal Home Loan Bank Due 11/27/00, 6.52% 10,000 $10,000 $ 9,953
Federal Home Loan Bank Due 12/27/00, 6.25% 35,000 $34,223 $34,606
Federal Home Loan Bank Due 1/22/01, 6.105%, 10,000 $ 9,650 $ 9,847
Federal Home Loan Bank Due 2/28/01, 5.79%, 30,000 $30,000 $29,269
Federal Home Loan Bank Due 3/21/01, 6.53%, 30,000 $30,000 $29,813
Federal Home Loan Bank Due 9/26/01, 7.01%, 20,000 $20,000 $20,025
Federal Home Loan Bank Due 9/18/01, 7.04%, 10,000 $10,000 $10,122
Federal Home Loan Bank Due 10/17/01, 7.25%, 20,000 $20,000 $20,081
Federal Home Loan Bank Due 10/30/01, 7.01%, 10,000 $10,000 $10,016
Federal Home Loan Due 6/15/22, 7.0%, 20,000 $19,625 $19,406
Mortgage Corporation
Federal Home Loan Due 2/15/23, 6.5%, 10,000 $ 9,800 $ 9,662
Mortgage Corporation
Federal Home Loan Due 11/18/97, 6.18%, 50,000 $50,000 $50,203
Mortgage Corporation
Federal Home Loan Due 8/26/98, 5.18%, 20,000 $20,000 $19,756
Mortgage Corporation
Federal Home Loan Due 10/22/03, 5.78%, 30,000 $28,781 $28,463
Mortgage Corporation
Federal Home Loan Due 8/1/03, 7.2%, 20,000 $20,000 $20,425
Mortgage Corporation
Federal Home Loan Due 5/15/06, 8.0%, 20,000 $20,000 $20,188
Mortgage Corporation
</TABLE>
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1996
PART I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
<TABLE>
<CAPTION>
(b) (c)
Identitity of issue, borrower, Description of investmnet
lessor, or similar party including maturity date, rate of
interest, collateral, par or (d) (e)
(a) maturity value Cost Current Value
<S> <C> <C> <C> <C>
Federal National Due 12/12/06, 7.04%, 25,000 $25,000 $ 25,000
Mortgage Association
Berkeley County West Due 7/15/02, 6.85%, 25,000 $25,000 $ 25,055
Virginia
AT&T Corporation Due 5/15/05, 7.0%, 20,000 $19,981 $ 20,225
General Electric Due 9/20/10, 7.05%, 20,000 $20,000 $ 19,934
Capital Step Up
Chesapeake & Potomac Due 2/1/13, 7.25%, 25,000 $24,355 $ 24,468
Telephone
Cincinnati Bell, Inc. Due 8/1/11, 7.375%, 10,000 $10,001 $ 9,923
E. I. DuPont DeNemours & Company Due 12/01/01, 6%, 10,000 $ 8,862 $ 9,813
Ohio Bell Due 5/15/03, 6.125%, 20,000 $19,642 $ 19,453
Walt Disney Company 800 Shares Common $15,106 $ 55,800
Hillenbrand Industries 500 Shares Common $ 5,933 $ 18,125
Bristol Myers Squibb 600 Shares Common $28,770 $ 65,400
Company
Merck & Company 1,000 Shares Common $18,607 $ 79,625
Pfizer, Inc. 400 Shares Common $13,128 $ 33,200
General Electric 2,000 Shares Common $40,006 $197,750
Company
Coca Cola Company 2,000 Shares Common $25,813 $105,250
McDonald's Corp. 600 Shares Common $ 8,039 $ 27,225
Pepsico 1,000 Shares Common $17,610 $ 29,250
Proctor & Gamble 1,000 Shares Common $41,620 $107,625
Sara Lee Corporation 1,000 Shares Common $11,877 $ 37,250
Automatic Data 500 Shares Common $19,104 $ 21,437
Processing
Exxon Corp. 200 Shares Common $11,928 $ 19,600
Philip Morris 500 Shares Common $29,452 $ 56,500
Companies, Inc.
American Home Products 400 Shares Common $30,680 $ 46,900
Banc One Corporation 1,650 Shares Common $45,021 $ 78,045
</TABLE>
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1996
PART I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES (CONTINUED)
<TABLE>
<CAPTION>
(b) (c)
Identitity of issue, borrower, Description of investmnet
lessor, or similar party including maturity date, rate of
interest, collateral, par or (d) (e)
(a) maturity value Cost Current Value
<S> <C> <C> <C> <C>
Nationsbank Corporation 300 Shares Common $ 14,536 $ 29,325
One Valley Banccorp, Inc. 375 Shares Common $ 8,191 $ 13,922
Suntrust Banks, Inc. 600 Shares Common $ 13,743 $ 29,550
American Telephone & Telegraph 700 Shares Common $ 16,076 $ 30,362
Corporation
Bellsouth Corporation 1,000 Shares Common $ 25,253 $ 40,500
Lucent Technologies 226 Shares Common $ 6,225 $ 10,453
Allegheny Power System 1,000 Shares Common $ 17,526 $ 30,375
American Electric 500 Shares Common $ 15,692 $ 20,563
Power Company
FPL Group, Inc. 500 Shares Common $ 16,848 $ 23,000
Potomac Electric Power Company 500 Shares Common $ 6,244 $ 12,875
* Commercial BancShares, Inc. 142,976 Shares Common $3,509,487 $6,004,992
* Commercial Banking and Trust Due 5/18/98, 6.10%, 10,000 $ 10,000 $ 10,000
Certificate of Deposit
Federal Portfolio Money Market Fund $ 130,108 $ 130,108
Goldman Sachs Fund 130,107.69 Units
Federated Managed Registered Investment Co. $ 31,789 $ 31,598
Income Fund 3,038.287 Shares
Federated Managed Registered Investment Co. $ 50,243 $ 51,692
Growth & Income Fund 4,669.544 Shares
Federated Managed Registered Investment Co. $ 123,010 $ 128,488
Growth Fund 10,898.074 Shares
Federated Managed Registered Investment Co. $ 88,642 $ 97,595
Aggressive Growth 8,072.395 Shares
Fund
* Loans to Participants Varied Term Through 2001 $ 40,244 $ 40,244
Interest Rate 8.0%-9.3% ---------- ----------
TOTAL INVESTMENTS $5,136,376 $8,367,956
---------- ----------
</TABLE>
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1996
PART II - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES THAT WERE BOTH
ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
<TABLE>
<CAPTION>
(b)
Description
of investment
including
maturity date,
rate of
(a) interest,
Identity of issue, collateral, (c) (d)
borrower, lessor or par or Costs of Proceeds of
similar party maturity value acquisition dispositions
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
Federated Managed Registered Inv. Co. $ 270.00 $ 273.00
Growth Fund 22.801 Shares
Federated Managed Registered Inv. Co. $ 188.00 $ 185.00
Growth Fund 15.38 Shares
Federated Managed Registered Inv. Co. $7,132.00 $7,197.00
Aggressive Fund 584.192 Shares
AT&T Corporation Common Stock 0.859 $ 24.00 $ 37.00
Shares
</TABLE>
PART III - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
<TABLE>
<CAPTION>
Amount received Amount Overdue
during reporting year
- ------------------------------------------------------------------------------------------------------------------
(g)
Detailed description
of loan including
dates of making and
maturity, interest
rate, the type and
value of collateral,
(b) any renegotiation of
Identity (c) (f) the loan and the
and Original Unpaid terms of the
address amount of (d) (e) balance at renegotiation and (h) (i)
(a) of obligor loan Principal Interest end of year other material items Principal Interest
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1996
PART IV - SCHEDULE OF LEASES IN DEFAULT OR CLASSIFIED AS UNCOLLECTIBLE
<TABLE>
<CAPTION>
(d)
Terms and
description
(type of
property,
location
and date
it was
purchased,
terms
regarding
(c) rent,
Relationship taxes,
to insurance,
plan, repairs, (g)
employer, expenses, Gross (h)
(b) employee renewal (f) rental Expenses
Identity organiza- options, Current receipts paid (j)
of tion, or date (e) value during during (i) Amount
lessor/ other party- property Original at time the plan the plan Net in
(a) lessee in-interest was leased) cost of lease year year receipts arrears
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
PART V - SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
<CAPTION>
(b)
Description
of asset
(include (h)
(a) interest (f) Current (i)
Identity rate and Expense value Net
of maturity ( c) (d) (e) incurred (g) of asset on gain
party in case Purchase Selling Lease with Cost of transaction or
involved of a loan) price price rental transaction asset date (loss)
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Goldman Money Market
Sachs Purchases
275 $1,071,098 $1,071,098
Goldman Money Market
Sachs Sales 116 $1,262,911 $1,262,911 $1,262,911 $-0-
Commercial Common Stock
BancShares, Purchases 31
Inc. $ 509,464 $ 509,464
</TABLE>
<PAGE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(CONTAINING SECTION 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1996
PART VI - SCHEDULE OF NONEXEMPT TRANSACTIONS
<TABLE>
<CAPTION>
(c)
Description of
transactions
including
maturity
date, rate of (g) (j)
(b) interest, Expenses (i) Net
(a) Relationship collateral, incurred in (h) Current gain or
Identity to plan, par or (d) (e) (f) connection Cost value (loss) on
of party employer, maturity Purchase Selling Lease with of of each
involved or other party-in-interest value price price rental transaction asset asset transaction
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
PART VII - SCHEDULE OF NONEXEMPT TRANSACTIONS
<TABLE>
<CAPTION>
(c)
Description of
transactions
including
maturity
date, rate of (g) (j)
(b) interest, Expenses (i) Net
(a) Relationship collateral, incurred in (h) Current gain or
Identity to plan, par or (d) (e) (f) connection Cost value (loss) on
of party employer, maturity Purchase Selling Lease with of of each
involved or other party-in-interest value price price rental transaction asset asset transaction
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
To the Plan Administrative Committee
Commercial BancShares, Inc. Employee Stock Ownership
Plan (Containing Section 401(k) Provisions)
Parkersburg, West Virginia
We consent to incorporation by reference of our report dated June 5,
1997 relating to the statements of net assets available for benefits with fund
information of Commercial BancShares, Inc. Employee Stock Ownership Plan
(Containing Section 401(k) Provisions) as of December 31, 1996 and 1995 and the
related statements of changes in net assets available for benefits with fund
information for the years then ended, which appears in Commercial BancShares,
Inc.'s Form 11K for 1996.
/s/ Harman, Thompson, Mallory & Ice, A.C.
Harman, Thompson, Mallory & Ice, A.C.
Certified Public Accountants
Parkersburg, West Virginia
June 26, 1997
