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 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1996
[ ] 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
<PAGE>
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
-----------------
S-K Item 601 Sequential
Description Table Reference Page Number
----------- --------------- -----------
Consent of Ernst & Young LLP (23) 3
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 24, 1997 /s/ Jack C. Stokes
----------------------
Jack C. Stokes
Plan Administrator
United Bankshares, Inc. Savings
and Stock Investment Plan
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Audited Financial Statements and Schedules
December 31, 1996
Contents
<TABLE>
<S> <C>
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
</TABLE>
<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, 1996 and 1995, 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 described in Note 1, the financial statements and supplemental schedules were
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--modified cash
basis of the Plan at December 31, 1996 and 1995, and the changes in its net
assets available for benefits--modified cash basis for the years then ended, on
the basis of accounting described in Note 1.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
(modified cash basis) of assets held for investment as of December 31, 1996, 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 basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ Ernst & Young LLP
Charleston, West Virginia
June 6, 1997
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Statements of Net Assets Available for Benefits--
Modified Cash Basis
December 31
1996 1995
----------------------------
Assets
Cash and equivalents ........................ $ 486,244 $ 384,768
Investments, at fair value (Note 3) ......... 12,857,817 5,638,051
Contributions receivable .................... 174,826 103,204
Loans receivable ............................ 30,019 30,225
----------- ----------
Net assets available for benefits ........... $13,548,906 $6,156,248
=========== ==========
See notes to financial statements
2
<PAGE>
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
1996 1995
------------------------
<S> <C>
Additions
Contributions:
Employees ............................................. $ 654,792 $ 570,885
Employer .............................................. 373,804 333,965
Investment income ....................................... 490,848 240,426
Interest income on loans receivable ..................... 2,698 2,138
Transfer of net assets from Employee Stock Ownership Plan 4,921,403 --
----------- ----------
6,443,545 1,147,414
Deductions
Withdrawals and benefit payments ........................ 847,251 195,616
----------- ----------
5,596,294 951,798
Net realized and unrealized appreciation in fair value of
investments (Note 3) .................................. 1,796,364 766,798
----------- ----------
Net increases ........................................... 7,392,658 1,718,596
Net assets available for benefits at beginning of year .. 6,156,248 4,437,652
----------- ----------
Net assets available for benefits at end of year ........ $13,548,906 $6,156,248
=========== ==========
</TABLE>
See notes to financial statements.
3
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements
December 31, 1996
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.
The preparation of financial statements requires management to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual amounts could differ from those estimates.
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 estimated fair 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).
On April 12, 1996, Eagle Bancorp, Inc. merged with and into United. On July 24,
1996, the net assets of the Eagle Bancorp, Inc. Employee Stock Ownership Plan
were transferred into United's Savings and Stock Investment Plan for the benefit
of plan beneficiaries. Participants were 100% vested.
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 a quarterly basis and consist of cash which is used by the
Plan to purchase shares of United common stock. 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.
4
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements (continued)
In the event of termination, partial termination, or complete discontinuance of
contributions to the Plan, the assets will remain in trust and will be
distributed in accordance with the Plan Agreement.
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 significant 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, 1996
follows:
Investment Program
--------------------------------------------
United Mutual Money Fixed
Common Stock Market Income
Stock Fund Fund Fund
--------------------------------------------
Cash and equivalents ............ $ 75,163 $ 40,834 $345,682 $ 24,565
Investments (Note 3) ............ 11,312,895 863,673 -- 681,249
Contributions receivable ........ 137,832 18,512 6,589 11,893
Loans receivable ................ -- -- 30,019 --
----------- -------- -------- --------
Net assets available for benefits $11,525,890 $923,019 $382,290 $717,707
=========== ======== ======== ========
5
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements (continued)
3. Investments
The aggregate cost and estimated fair value of investment securities at December
31 are as follows:
1996 1995
------------------------ -----------------------
Estimated Estimated
Fair Fair
Cost Value Cost Value
------------------------- -----------------------
Federated Intermediate
Government Trust Fund
(fixed income fund) $ 669,143 $ 681,249 $ 608,309 $ 632,036
Federated United States
Government Trust Fund
(fixed income fund) -- -- 81,565 83,553
Goldman Sachs Capital
Growth Fund .......... 858,814 863,673 526,950 476,491
United Bankshares, Inc.
common stock (United
common stock) ....... 5,339,157 11,312,895 3,070,801 4,445,971
----------- ----------- ---------- ----------
$ 6,867,114 $12,857,817 $4,287,625 $5,638,051
=========== =========== ========== ==========
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
estimated fair value of investments by investment program follows:
Year Ended December 31
1996 1995
------------------------------
Fixed income fund ...................... $ (13,852) $ 43,630
Mutual stock fund ...................... 55,317 12,375
United common stock .................... 1,754,899 710,793
----------- --------
$ 1,796,364 $766,798
=========== ========
The estimated fair value of individual investments representing 5% or more of
the Plan's net assets is as follows:
December 31
1996 1995
--------------------------
Goldman Sachs Treasury Obligation Fund ........... $ -- $ 384,768
Federated Intermediate Government Trust Fund ..... 681,249 632,036
Goldman Sachs Capital Growth Fund ................ 863,673 476,491
United Bankshares, Inc. Common Stock ............. 11,312,895 4,445,971
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>
Year Ended December 31, 1996
Additions:
Contributions from employees ................................. $ 367,056 $ 137,656 $ 53,797 $ 96,283
Contributions from employers ................................. 373,804 -- -- --
Investment income ............................................ 253,946 181,991 16,424 38,487
Transfer of net assets from ESOP ............................. 4,921,403 -- -- --
Interest income on loans ..................................... -- -- 2,698 --
------------ --------- --------- ---------
5,916,209 319,647 72,919 134,770
Deductions:
Withdrawals and benefit payments ............................. 730,021 28,239 46,852 42,139
------------ --------- --------- ---------
5,186,188 291,408 26,067 92,631
Net realized and unrealized appreciation (depreciation) ......... 1,754,899 55,317 -- (13,852)
------------ --------- --------- ---------
Net increases ................................................... 6,941,087 346,725 26,067 78,779
Interfund transfers ............................................. 7,401 90,779 (13,224) (84,956)
Net assets available for benefits at beginning of year .......... 4,577,403 485,515 369,446 723,884
------------ --------- --------- ---------
Net assets available for benefits at end of year ................ $ 11,525,891 $ 923,019 $ 382,289 $ 717,707
============ ========= ========= =========
Year Ended December 31, 1995
Additions:
Contributions from employees ................................. $ 302,180 $ 100,750 $ 56,317 $ 111,638
Contributions from employers ................................. 333,965 -- -- --
Investment income ............................................ 156,438 25,611 16,492 41,885
Interest income on loans ..................................... -- -- 2,138 --
------------ --------- --------- ---------
792,583 126,361 74,947 153,523
Deductions:
Withdrawals and benefit payments ............................. 26,543 -- 169,493 (420)
------------ --------- --------- ---------
766,040 126,361 (94,546) 153,943
Net realized and unrealized appreciation ........................ 710,793 12,375 -- 43,630
------------ --------- --------- ---------
Net increases (decreases) ....................................... 1,476,833 138,736 (94,546) 197,573
Interfund transfers ............................................. (82,154) (9,687) 182,413 (90,572)
Net assets available for benefits at beginning of year .......... 3,182,724 356,466 281,579 616,883
------------ --------- --------- ---------
Net assets available for benefits at end of year ................ $ 4,577,403 $ 485,515 $ 369,446 $ 723,884
============ ========= ========= =========
</TABLE>
For purposes of this disclosure, loans receivable have been combined with the
money market fund.
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 342,815 shares of United common stock, which had an estimated
fair value of $33.00 per share at December 31, 1996.
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, 1996
<TABLE>
<CAPTION>
Estimated
Fair
Description Cost Value
- ---------------------------------------------------------- ----------- -----------
<S> <C>
Goldman Sachs Treasury Obligation Portfolio Fund (cash
equivalents) .......................................... $ 345,723 $ 345,723
Federated Intermediate Government Trust Fund (fixed income
fund) ................................................. 669,143 681,249
Goldman Sachs Capital Growth Fund ........................ 858,814 863,673
United Bankshares, Inc. Common Stock (United Common Stock) 5,339,157 11,312,895
Loans to participants (interest rates ranging from 5.5% to
10.0%) 30,019 30,019
---------- -----------
$7,242,856 $13,233,559
========== ===========
</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, 1996
<TABLE>
<CAPTION>
Total Number
Total of Shares Total
Number of or Units Cost of
Description Purchases Purchases Purchases
- --------------------------------------------------------------------------------------------------------
<S> <C>
Category (i) - Individual Transactions in Excess of 5% of Plan Assets
On July 24, 1996, the net assets of the Eagle Employee Stock Ownership Plan of
$4,921,403 were transferred into the United Bankshares, Inc. Savings and Stock
Investment Plan.
Goldman Sachs Treasury Obligation Portfolio
(cash equivalents) 1 323,152 $323,152
UNB Liquid Asset Fund 1 317,414 317,414
Category (iii) - Series of Transactions in Excess of 5% of Plan Assets
United Bankshares, Inc. Common Stock 22 24,732 704,372
Goldman Sachs Treasury Obligation Portfolio
(cash equivalents) 106 719,988 719,988
UNB Liquid Asset Fund 38 566,089 566,089
</TABLE>
There were no category (ii) or (iv) reportable transactions during fiscal year
1996.
10
<PAGE>
<TABLE>
<CAPTION>
Total Number
Total Number of Shares or
of Sales Units Sold, Realized
Redemptions or Redeemed Total Cost Total Proceeds Gain on
Distributions or Distributed of Sales From Sales Sales
----------------------------------------------------------------------------
<S> <C>
Category (i) - Individual Transactions in Excess of 5% of Plan Assets
On July 24, 1996, the net assets of the Eagle Employee Stock Ownership Plan of
$4,921,403 were transferred into the United Bankshares, Inc. Savings and Stock
Investment Plan.
Goldman Sachs Treasury Obligation Portfolio
(cash equivalents) 1 317,414 $317,414 $317,414 $ --
UNB Liquid Asset Fund 1 320,946 320,946 320,946 --
Category (iii) - Series of Transactions in Excess of 5% of Plan Assets
United Bankshares, Inc. Common Stock 20 15,153 148,447 449,148 300,701
Goldman Sachs Treasury Obligation Portfolio
(cash equivalents) 42 720,236 720,236 720,236 --
UNB Liquid Asset Fund 17 547,459 547,459 547,459 --
</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 6, 1997,
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, 1996.
/s/ Ernst & Young LLP
Charleston, West Virginia
June 23, 1997
12
