<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 (FEE REQUIRED) For the fiscal year ended December 31, 1993
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
COMMISSION FILE NO. 0-13322
A. Full title of the plan and address of the plan, if different from that of
issuer named below:
United Bankshares, Inc. Savings and Stock
Investment Plan
B. Name of issuer of the securities held pursuant to the plan and address of its
principal executive office:
United Bankshares, Inc.
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
1
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REQUIRED INFORMATION
The United Bankshares, Inc. Savings and Stock Investment Plan (the "Plan") is
subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Accordingly, in lieu of the requirements of Items 1-3 of this
section, the Plan is filing financial statements and schedules prepared in
accordance with the financial reporting requirements of ERISA. The following
financial statements, attached hereto, are filed as part of the Annual Report:
Financial Statements and Schedules - Modified Cash Basis
--------------------------------------------------------
(i) Report of Independent Auditors
(ii) Statements of Net Assets Available for Benefits
(iii) Statements of Changes in Net Assets Available for Benefits
(iv) Notes to Financial Statements
(v) Supplemental Schedules
Index to Exhibits
-----------------
<TABLE>
<CAPTION>
S-K Item 601 Sequential
Description Table Reference Page Number
- - -------------------------- ---------------- -----------
<S> <C> <C>
Consent of Ernst & Young (24) 3
</TABLE>
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees or other persons who administer the Plan have duly caused this annual
report to be signed on its behalf by the undersigned hereunto duly authorized.
United Bankshares, Inc. Savings and
Stock Investment Plan
June 29, 1994
/s/ Jack C. Stokes
Plan Administrator
United Bankshares, Inc. Savings
and Stock Investment Plan
2
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United Bankshares, Inc.
Savings and Stock Investment Plan
Audited Financial Statements and Schedules
December 31, 1993
Contents
Report of Independent Auditors................................................ 1
Audited Financial Statements
Statements of Net Assets Available for Benefits--Modified Cash Basis.......... 2
Statements of Changes in Net Assets Available for Benefits--Modified Cash
Basis....................................................................... 3
Notes to Financial Statements................................................. 4
Schedules
Assets Held for Investment.................................................... 9
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets............................................... 10
<PAGE>
Report of Independent Auditors
United Bankshares, Inc. Plan Sponsor
We have audited the accompanying statements of net assets available for
benefits--modified cash basis of the United Bankshares, Inc. Savings and Stock
Investment Plan as of December 31, 1993 and 1992, and the related statements of
changes in net assets available for benefits--modified cash basis for the years
then ended. 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.
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 more fully described in Note 1 and as permitted by the Department of Labor,
these financial statements have been prepared on a modified cash basis of
accounting, which is a comprehensive basis of accounting other than generally
accepted accounting principles.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1993 and 1992, and the changes in its net assets available for
benefits for the years then ended, on the basis of accounting described in
Note 1.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment as of December 31, 1993, and transactions or
series of transactions in excess of 5 percent of the current value of plan
assets for the year then ended, are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974, and are not a required part
of the basic financial statements. The supplemental schedules have been
subjected to the auditing procedures applied in our audit of the 1993 financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the 1993 basic financial statements taken as a whole.
/s/ Ernst & Young
June 23, 1994
1
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United Bankshares, Inc.
Savings and Stock Investment Plan
Statements of Net Assets Available for Benefits--
Modified Cash Basis
<TABLE>
<CAPTION>
December 31
1993 1992
--------------------------
Assets
<S> <C> <C>
Cash and equivalents $ 225,021 $ 205,004
Contributions receivable 97,288 76,598
Loans receivable 25,704 16,037
Investments, at fair value--Note 3 3,495,280 2,245,193
--------------------------
Net assets available for benefits $3,843,293 $2,542,832
==========================
</TABLE>
See notes to financial statements.
2
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United Bankshares, Inc.
Savings and Stock Investment Plan
Statements of Changes in Net Assets Available for Benefits--
Modified Cash Basis
<TABLE>
<CAPTION>
Year Ended December 31
1993 1992
--------------------------
<S> <C> <C>
Additions
Contributions:
Employees $ 479,544 $ 396,302
Employer 291,588 243,976
Investment income 125,645 110,433
Interest income on loans receivable 1,417 317
--------------------------
898,194 751,028
Deductions
Withdrawals and benefit payments 137,432 33,881
--------------------------
760,762 717,147
Net realized and unrealized
appreciation in fair value of
investments--Note 3 539,699 394,265
--------------------------
Net increases 1,300,461 1,111,412
Net assets available for benefits at
beginning of year 2,542,832 1,431,420
--------------------------
Net assets available for benefits at
end of year $3,843,293 $2,542,832
==========================
</TABLE>
See notes to financial statements.
3
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United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
December 31, 1993
1. Significant Accounting Policies
Accounting Method
The accounting records of the United Bankshares, Inc. (United) Savings and Stock
Investment Plan (the Plan) are maintained on a modified cash basis of
accounting, a basis of accounting permitted by the Department of Labor. Such
accounting method includes recording investments at fair value and the recording
of contributions receivable. Other additions and deductions are recognized as
received or paid rather than as earned or incurred. Accordingly, the
accompanying financial statements are not intended to be presented in accordance
with generally accepted accounting principles.
Cash Equivalents
Cash equivalents are short-term (maturities of less than ninety days), highly
liquid investments. The market value of cash equivalents approximates cost.
Investments
Investments are recorded at market value based upon published quoted prices,
determined primarily by the last reported sales price on the last business day
of the year.
2. Description of the Plan
The Plan is a contributory defined contribution plan which is available to all
full-time employees of United or any of its subsidiaries who have completed one
year of service. The Plan was established December 29, 1989 and is subject to
the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
Active participants may defer up to 10% of their annual pre-tax compensation.
United contributes an amount equal to 100% of the first 2% of the employee's
deferral and 25% of the next 2% of the employee's deferral. Contributions are
made by United on the last day of March, June, September, and December of each
year and consist of cash which is used by the Plan to purchase shares of United
common stock. The minimum funding requirements of ERISA have been met in 1993
and 1992. Plan earnings are allocated to each participant's account based upon
the respective account balances. Participating employees are immediately fully
vested as to employee and employer contributions to the Plan. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's account.
In the event of termination, partial termination, or complete discontinuance of
contributions to the Plan, all affected participants' accounts shall be fully
vested and thereafter not subject to forfeiture. The assets of the Plan will
remain in trust and will be distributed in accordance with the Plan Agreement.
4
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United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements (continued)
The above description of the Plan provides only general information.
Participants should refer to the Summary Plan Description for a complete
description of the Plan's provisions.
Participants may choose to have their contributions directed to any of the
following investment options provided that investment elections are made in
multiples of 25%.
United Common Stock
Investments are made in United common stock which is listed so that its price is
quoted in the National Association of Securities Dealers Automated Quotations
System (NASDAQ).
Mutual Stock Fund
Investments are intended to be in a diversified portfolio of common stocks of
highly capitalized companies.
Money Market Fund
Investments are intended to be in a portfolio of short-term United States
Government securities not subject to market value fluctuations.
Fixed Income Fund
Investments are intended to be in a portfolio of United States Treasury and
Government Agency securities with an average maturity of 3-4 years.
The allocation of Plan assets by investment program at December 31, 1993
follows:
<TABLE>
<CAPTION>
Investment Program
-----------------------------------------------
United Mutual Money Fixed
Common Stock Market Income
Stock Fund Fund Fund
------------------------------------------------
<S> <C> <C> <C> <C>
Cash and equivalents $ -- $ -- $225,021 $ --
Contributions receivable 85,376 4,080 2,464 5,368
Loans receivable -- -- 25,704 --
Investments--Note 3 2,569,324 354,214 -- 571,742
------------------------------------------------
Net assets available for benefits $2,654,700 $358,294 $253,189 $577,110
================================================
</TABLE>
5
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United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements (continued)
3. Investments
The aggregate cost and market value of investment securities at December 31 are
as follows:
<TABLE>
<CAPTION>
1993 1992
------------------------------------------------------------
Market Market
Cost Value Cost Value
------------- ----------- ------------ ----------
<S> <C> <C> <C> <C>
Federated Intermediate Government Trust
Fund (fixed income fund) $ 540,339 $ 571,742 $ 421,797 $ 442,754
SEI Managed Value Trust Fund (mutual
stock fund) 365,628 354,214 279,038 279,759
United Bankshares, Inc. common stock
(United common stock) 1,578,466 2,569,324 1,060,918 1,522,680
------------------------- ------------------------
$2,484,433 $3,495,280 $1,761,753 $2,245,193
========================= ========================
</TABLE>
Each of the above investments is subject to market risk. The degree of market
risk varies by investment type based upon the nature of the applicable
underlying net assets. The Plan's maximum exposure to accounting loss from such
investments is represented by the amounts appearing in the statements of net
assets available for benefits.
The change in net realized and unrealized appreciation (depreciation) in fair
value of investments by investment program follows:
<TABLE>
<CAPTION>
Year Ended December 31
1993 1992
--------------------------
<S> <C> <C>
Fixed income fund $ 11,396 $ 3,567
Mutual stock fund (11,945) (14,933)
United common stock 540,248 405,631
--------------------------
$ 539,699 $ 394,265
==========================
</TABLE>
The fair value of individual investments representing 5% or more of the Plan's
net assets is as follows:
<TABLE>
<CAPTION>
December 31
1993 1992
--------------------------
<S> <C> <C>
Goldman Sachs Treasury Obligation Fund $ 225,021 $ 205,004
Federated Intermediate Government Trust Fund 571,742 442,754
SEI Managed Value Trust Fund 354,214 279,759
United Bankshares, Inc. Common Stock 2,569,324 1,522,680
</TABLE>
6
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements (continued)
4. Statements of Changes in Net Assets Available for Benefits by Investment
Program
<TABLE>
<CAPTION>
Investment Program
---------------------------------------------------
United Mutual Money Fixed
Common Stock Market Income
Stock Fund Fund Fund
---------------------------------------------------
<S> <C> <C> <C> <C>
Year Ended December 31, 1993
Additions:
Contributions from employees $ 187,422 $ 94,606 $ 61,393 $136,123
Contributions from employers 291,588 -- -- --
Investment income 77,183 19,656 6,427 22,379
Interest income on loans -- -- 1,417 --
---------------------------------------------------
556,193 114,262 69,237 158,502
Deductions:
Withdrawals and benefit payments 14,055 -- 123,377 --
---------------------------------------------------
542,138 114,262 (54,140) 158,502
Net realized and unrealized
appreciation (depreciation) 540,248 (11,945) -- 11,396
---------------------------------------------------
Net increases 1,082,386 102,317 (54,140) 169,898
Interfund transfers (15,364) (27,249) 83,506 (40,893)
Net assets available for benefits at
beginning of year 1,587,678 283,226 223,823 448,105
---------------------------------------------------
Net assets available for benefits at
end of year $2,654,700 $ 358,294 $ 253,189 $577,110
===================================================
</TABLE>
<TABLE>
<CAPTION>
Investment Program
-------------------------------------------------
United Mutual Money Fixed
Common Stock Market Income
Stock Fund Fund Fund
-------------------------------------------------
<S> <C> <C> <C> <C>
Year Ended December 31, 1992
Additions:
Contributions from employees $ 116,613 $ 81,521 $ 70,309 $127,859
Contributions from employers 243,976 -- -- --
Investment income 52,680 31,544 6,829 19,380
Interest income on loans -- -- 317 --
-------------------------------------------------
413,269 113,065 77,455 147,239
Deductions:
Withdrawals and benefit payments 19,478 4,381 4,019 6,003
-------------------------------------------------
393,791 108,684 73,436 141,236
Net realized and unrealized
appreciation (depreciation) 405,631 (14,933) -- 3,567
-------------------------------------------------
Net increases 799,422 93,751 73,436 144,803
Interfund transfers (16,178) 11,204 (2,011) 6,985
Net assets available for benefits at
beginning of year 804,434 178,271 152,398 296,317
-------------------------------------------------
Net assets available for benefits at
end of year $1,587,678 $283,226 $223,823 $448,105
=================================================
</TABLE>
7
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements (continued)
5. Income Tax Status
Though the Plan has not received tax-exempt status from the Internal Revenue
Service under Section 401(k) of the Internal Revenue Code (IRC), the Plan
administrator is not aware of any course of action or series of events that have
occurred that might adversely affect the Plan's qualified status. Once
qualified, the Plan is required to operate in conformity with the IRC to
maintain its exempt status.
6. Transactions with Parties-in-Interest
The Plan holds 97,879 shares of United common stock, which had a market value of
$26.25 per share at December 31, 1993.
United pays certain administrative expenses on behalf of the Plan and provides
certain services at no cost to the Plan.
United National Bank, a wholly-owned subsidiary of United, acts as Trustee for
the Plan.
8
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Assets Held for Investment
December 31, 1993
<TABLE>
<CAPTION>
Current
Description Cost Value
----------- ----------------------------
<S> <C> <C>
Goldman Sachs Treasury Obligation
Portfolio Fund (cash and equivalents) $ 225,021 $ 225,021
Federated Intermediate Government
Trust Fund (fixed income fund) 540,339 571,742
SEI Managed Value Trust Fund (mutual 365,628 354,214
stock fund)
United Bankshares, Inc. common stock 1,578,466 2,569,324
(United common stock)
Loans to participants 25,704 25,704
--------------------------
$2,735,158 $3,746,005
==========================
</TABLE>
9
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Transactions or Series of Transactions in Excess of 5% of the
Current Value of Plan Assets
Year Ended December 31, 1993
<TABLE>
<CAPTION>
Total Number
Total of Shares Total
Number of or Units Cost of
Description Purchases Purchased Purchases
- - ----------------------------------------------------------------------------
<S> <C> <C> <C>
Federated Intermediate Government Trust
(Fixed Income Fund) 13 11,755 $125,783
United Bankshares, Inc. Common Stock 22 23,868 547,178
Goldman Sachs Treasury Obligation
Portfolio (Cash Equivalents) 131 403,024 403,024
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Total Number
of Shares
Total Number or Units Realized
of Sales or Sold or Total Cost Total Proceeds Gain
Redemptions Redeemed of Sales From Sales on Sales
- - ------------------------------------------------------------------
<S> <C> <C> <C> <C>
4 758 $ 7,241 $ 8,191 $ 950
4 1,289 17,135 28,289 11,154
63 383,007 383,007 383,007 --
</TABLE>
11
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 33-32522) pertaining to the Savings and Stock Investment Plan of
United Bankshares, Inc. and in the related Prospectus of our report dated
June 23, 1994, with respect to the financial statements and schedules of the
United Bankshares, Inc. Savings and Stock Investment Plan included in this
Annual Report (Form 11-K) for the year ended December 31, 1993.
/s/ Ernst & Young
Charleston, West Virginia
June 28, 1994
