<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
UNITED BANKSHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
[LOGO]
UNITED BANKSHARES, INC.
P. O. BOX 1508
UNITED SQUARE
FIFTH AND AVERY STREETS
PARKERSBURG, WEST VIRGINIA 26101
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS
NOTICE IS HEREBY GIVEN that, pursuant to the call of its Board of
Directors, the 2000 Annual Meeting of Shareholders of UNITED BANKSHARES, INC.
("United") will be held at The Blennerhassett Hotel, Fourth and Market Streets,
Parkersburg, West Virginia on Monday, May 15, 2000, at 4:00 p.m., local time,
for the purpose of considering and voting upon the following matters:
1. To elect seventeen (17) persons to serve as Directors of United. The
nominees selected by the current Board of Directors are listed in the
accompanying Proxy Statement for this Annual Meeting.
2. To act upon any other business which may properly come before this
Annual Meeting or any adjournment or adjournments thereof. The Board of
Directors at present knows of no other business to come before this Annual
Meeting.
The close of business on March 27, 2000, has been fixed by the Board of
Directors as the record date for determining shareholders entitled to notice of
and to vote at this Annual Meeting.
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS
POSSIBLE REGARDLESS OF YOUR PLANS TO ATTEND THIS MEETING. IF YOU DO ATTEND, YOU
MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON.
TWO INDIVIDUALS, WHO ARE NOT DIRECTORS OF UNITED, HAVE BEEN NAMED IN
THE PROXY TO VOTE THE SHARES REPRESENTED BY PROXY, IF YOU WISH TO CHOOSE SOME
OTHER PERSON TO ACT AS YOUR PROXY, MARK OUT THE PRINTED NAME AND WRITE IN THE
NAME OF THE PERSON YOU SELECT.
By Order of the Board of Directors
/s/ Richard M. Adams
_________________________
Richard M. Adams
Chairman of the Board and
Chief Executive Officer
April 3, 2000
<PAGE>
United Bankshares, Inc.
United Square
Fifth and Avery Streets
Parkersburg, West Virginia 26101
PROXY STATEMENT
- --------------------------------------------------------------------------------
These proxy materials are delivered in connection with the solicitation
by the Board of Directors of United Bankshares, Inc. ("United," the "Company,"
"we," or "us"), a West Virginia corporation, of proxies to be voted at our 2000
Annual Meeting of Shareholders and at any adjournment or postponement.
You are invited to attend our Annual Meeting of Shareholders on May 15,
2000, beginning at 4:00 p.m. The Meeting will be held at The Blennerhassett
Hotel, Fourth and Market Streets, Parkersburg, West Virginia.
This Proxy Statement, form of proxy and voting instructions are being
mailed starting April 3, 2000.
Shareholders Entitled to Vote
Holders of record of United common shares at the close of business on
March 27, 2000 are entitled to receive this notice and to vote their shares at
the Annual Meeting. As of that date, there were 42,053,179 common shares
outstanding. Each common share is entitled to one vote on each matter properly
brought before the Meeting.
Proxies
Your vote is important. Shareholders of record may vote their proxies
by mail. A postage-paid envelope is provided.
Proxies may be revoked at any time before they are exercised by (1)
written notice to the Secretary of the Company, (2) timely delivery of a valid,
later-dated proxy or (3) voting at the Annual Meeting.
You may save us the expense of a second mailing by voting promptly.
Choose one of the following voting methods to cast your vote.
Vote By Mail
If you choose to vote by mail, simply mark your proxy, date and sign
it, and return it to us in the postage-paid envelope provided.
Vote at the Annual Meeting
The method by which you vote now will in no way limit your right to
vote at the Annual Meeting if you later decide to attend in person. If your
shares are held in the name of a bank, broker or other holder of record, you
must obtain a proxy, executed in your favor, from the holder of record to be
able to vote at the Meeting.
All shares that have been properly voted and not revoked will be voted
at the Annual Meeting in accordance with your instructions. If you sign your
proxy card but do not give voting instructions, the shares represented by that
proxy will be voted as recommended by the Board of Directors.
1
<PAGE>
Voting of Other Matters
If any other matters are properly presented at the Annual Meeting for
consideration, the persons named in the enclosed form of proxy will have the
discretion to vote on those matters for you. At the date this proxy statement
went to press, we do not know of any other matter to be raised at the Annual
Meeting.
Required Vote
The presence, in person or by proxy, of the holders of a majority of
the votes entitled to be cast by the shareholders entitled to vote at the Annual
Meeting is necessary to constitute a quorum. Abstentions and broker "non-votes"
are counted as present and entitled to vote for purposes of determining a
quorum. A broker "non-vote" occurs when a nominee holding shares for a
beneficial owner does not vote on a particular proposal because the nominee does
not have discretionary voting power for that particular item and has not
received instructions from the beneficial owner.
A plurality of the votes cast is required for the election of
Directors. Abstentions and broker "non-votes" are not counted for purposes of
the election of Directors.
In the election of directors, shareholders cast one (1) vote for each
nominee for each share held. However, every shareholder has the right of
cumulative voting, in person or by proxy, in the election of directors.
Cumulative voting gives each shareholder the right to aggregate all votes which
he or she is entitled to cast in the election of directors and to cast all such
votes for one candidate or distribute them among as many candidates and in such
a manner as the shareholder desires.
At our 2000 Annual Meeting, the number of directors to be elected is
seventeen (17). Each shareholder has the right to cast seventeen (17) votes in
the election of directors for each share of stock held on the record date. If
you wish to exercise, by proxy, your right to cumulative voting in the election
of directors, you must provide a proxy showing how your votes are to be
distributed among one or more candidates. Unless contrary instructions are given
by a shareholder who signs and returns a proxy, all votes for the election of
directors represented by such proxy will be divided equally among the seventeen
(17) nominees. If cumulative voting is invoked by any shareholder, the vote
represented by the proxies delivered pursuant to this solicitation, which do not
contain contrary instructions, may be cumulated at the discretion of the Board
of Directors of United Bankshares, Inc. in order to elect to the Board of
Directors the maximum nominees named in this proxy statement.
On the record date, there were 42,053,179 shares of common stock
outstanding which are held by approximately 11,778 shareholders of record. A
majority of the outstanding shares of United Bankshares, Inc. will constitute a
quorum at the meeting.
Cost of Proxy Solicitation
We will pay the expenses of soliciting proxies. Proxies may be
solicited on our behalf by Directors, officers or employees in person or by
telephone, electronic transmission, facsimile transmission or by telegram.
Brokers, fiduciaries, custodians and other nominees have been requested to
forward solicitation materials to the beneficial owners of the Company's common
stock. Upon request we will reimburse these entities for their reasonable
expenses.
2
<PAGE>
In order to facilitate and expedite distribution of these proxy
solicitation materials to brokers, fiduciaries, custodians, nominee holders and
institutional investors, United has retained Corporate Investor Communications,
Inc. of Carlstadt, New Jersey ("CIC"). Pursuant to a retention letter dated
March 8, 2000, CIC will contact all broker and other nominee accounts identified
on United's shareholder mailing list in order to facilitate determination of the
number of sets of proxy materials such accounts require for purposes of
forwarding the same to the beneficial owners. CIC will then assist in the
delivery of proxy materials to these accounts for distribution. CIC will also
assist in the distribution of proxy materials to institutional investors. CIC
will follow-up with the brokers, other nominee accounts and institutional
investors, requesting return of proxies. United is not retaining CIC to solicit
proxies from registered holders or from non-objecting beneficial owners. CIC's
fee for the above services is $3,500 plus reasonable disbursements which may
include the broker search, printing, postage, courier charges, filing reports,
data transmissions and other expenses approved by United.
Shareholder Account Maintenance
ChaseMellon Shareholder Service, L.L.C. acts as our Transfer Agent. All
communications concerning accounts of shareholders of record, including address
changes, name changes, inquiries as to requirements to transfer common shares
and similar issues can be handled by contacting the Shareholder Relations
Department, (304) 424-8800, or by writing to us at the corporate offices located
at United Square, Fifth and Avery Streets, Parkersburg, West Virginia 26101.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires our
Directors and executive officers to file reports of holdings and transactions in
United shares with the Securities and Exchange Commission ("SEC"). Based on our
records and other information, we believe that in 1999 our Directors and
executive officers met all applicable SEC filing requirements, except for
William C. Pitt, III. Mr. Pitt inadvertently failed to file two reports
involving three transactions to report the sale of 200 and 1,400 shares of
common stock in September, 1999 and to report the sale of 900 shares in December
1999. Mr. Pitt reported the transactions on a subsequent Form 4 in March, 2000.
3
<PAGE>
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GOVERNANCE OF THE COMPANY
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Board and Committee Membership
During 1999, three members of the Company's Board of Directors, Messrs.
C. Barrie Cook, William A. Hazel and Arthur Kellar resigned and two members,
Messrs. Bernard H. Clineburg and William W. Wagner elected not to stand for re-
election. As a result, the committees described below will change in 2000. The
committee descriptions and membership set forth below are for the year ended
December 31, 1999.
During 1999, the Board of Directors met five (5) times. The Board of
Directors of the Company has three (3) standing committees: The Executive
Committee, Audit Committee and Compensation Committee. During 1999 each director
attended 75% or more of the aggregate of the total number of meetings of the
Board of Directors and all committees of the Board on which he served except W.
Gaston Caperton, III and William C. Pitt, III.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
Executive Audit Compensation
Name Board Committee Committee Committee
- ---- ----- --------- --------- ---------
<S> <C> <C> <C> <C>
Richard M. Adams X X*
Robert G. Astorg X X*
Thomas L. Blair, III X X X
Harry L. Buch X X X
W. Gaston Caperton, III X X X
Bernard H. Clineburg X X
H. Smoot Fahlgren X X X
Theodore J. Georgelas X X X
F. T. Graff, Jr. X X X
Alan E. Groover X
Russell L. Isaacs X X X*
John M. McMahon X X X
G. Ogden Nutting X X X
William C. Pitt, III X X X
I. N. Smith, Jr. X X
Warren A. Thornhill, III X X X
William W. Wagner X X X
P. Clinton Winter, Jr. X X
James W. Word, Jr. X X
1999 Meetings 5 3 4 1
- -----------
* Chair
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
The Executive Committee
During 1999, the Executive Committee was comprised of fifteen (15)
directors, Richard M. Adams, Chairman, Thomas L. Blair, III, Harry L. Buch, W.
Gaston Caperton, III, Bernard H. Clineburg, H. Smoot Fahlgren, Theodore J.
Georgelas, F. T. Graff, Jr., Russell L. Isaacs, John M. McMahon, G. Ogden
Nutting,
4
<PAGE>
William C. Pitt, III, I. N. Smith, Jr., Warren A. Thornhill, III, and William W.
Wagner. The Executive Committee makes recommendations regarding nominees to the
Board of Directors, and is responsible for the management of the budget,
development of policies and implementation of such policies and review of
personnel and salaries. The Executive Committee performs such duties and
exercises the powers delegated to it by the Board of Directors.
The Audit Committee
The Audit Committee has the primary responsibility to review and
evaluate significant matters relating to audit, internal control and compliance.
It reviews, with representatives of the independent auditors, the scope and
results of the examination of financial statements, audit fees and any
recommendations with respect to internal controls and financial matters. This
committee is also responsible for monitoring trust activities, including the
review of the assets in each trust as to their safety and current value, and the
advisability of retaining or disposing of such assets. During 1999, members of
this committee were Robert G. Astorg, Chairman, P. Clinton Winter, Jr., James W.
Word, Jr., and R. Terry Butcher and Paul E. Kyle, who are directors of United's
subsidiary banks.
Compensation Committee
The Compensation Committee makes recommendations regarding officer
compensation and budgetary matters to the Board of Directors. During 1999,
members of this committee were Thomas L. Blair, III, Harry L. Buch, W. Gaston
Caperton, III, H. Smoot Fahlgren, Theodore J. Georgelas, F. T. Graff, Jr.,
Russell L. Isaacs, Chairman, John M. McMahon, G. Ogden Nutting, William C. Pitt,
III, Warren A. Thornhill, III, and William W. Wagner.
Related Transactions
United's subsidiaries have had, and expect to have in the future,
banking transactions with United and with its officers, directors, principal
shareholders, or their interests (entities in which they have more than a 10%
interest). The transactions were in the ordinary course of business and, with
respect to loans, were made on substantially the same terms, including interest
rates, collateral and repayment terms as those prevailing at the time for
comparable transactions. United's subsidiary banks are subject to federal
statutes and regulations governing loans to officers and directors and extend
loans in compliance with such laws and only with the approval of the Board of
Directors.
The building utilized by United National Bank ("UNB") to house its
Rosemar Circle Branch in North Parkersburg, West Virginia, is owned by Richard
M. Adams, Chairman and Chief Executive Officer of United and United National
Bank, his brother, Douglass H. Adams, Executive Vice President of United and
their step-mother, Dorothy D. Adams. The Adams' lease the land from United
National Bank at a nominal annual rental and lease the branch facility they
constructed to United National Bank. The leases were entered into prior to
United National Bank's ownership of the branch facility and were assumed by
United National Bank upon its acquisition of the previous lessee, United Bank.
Management believes the lease terms are comparable with lease terms for similar
property in the market area.
H. Smoot Fahlgren, a member of the Board of Directors of United, is
Chairman of Fahlgren, Inc., an advertising agency with its headquarters in
Parkersburg, West Virginia. The agency has provided the advertising for United
since 1978. During 1999, payment for the advertising by United to Fahlgren, Inc.
was less than 5% of that firm's revenues during the year 1999.
5
<PAGE>
F. T. Graff, Jr., a member of the Board of Directors of United, is a
partner in the law firm of Bowles Rice McDavid Graff & Love PLLC in Charleston,
West Virginia. Bowles Rice McDavid Graff & Love PLLC rendered legal services to
United and UNB during 1999 and it is expected that the firm will continue to
render certain services to both in the future. The fees paid to Bowles Rice
McDavid Graff & Love PLLC represent less than 5% of that firm's revenues for
1999.
UNB leases its Wheeling main branch premises and a drive-in facility
from The Ogden Newspapers, Inc. pursuant to a written lease agreement dated
August 1, 1979 (the "Lease"). The Ogden Newspapers, Inc. is a shareholder of
United, and the voting and investment authority for its shares are beneficially
owned by its President, G. Ogden Nutting who is a director of United. Management
believes the Lease is on terms comparable to market terms for similar rental
space in Wheeling, West Virginia. The Lease provided for five (5) successive
options to renew and extend the terms of the Lease for five (5) years each.
United exercised its option to renew the Lease for five (5) years in 1989 and
again in 1994. Effective August 1, 1999, UNB and The Ogden Newspapers, Inc.
entered into a written lease agreement that modified the Lease (the "Modified
Lease") as it related to the main branch premises only. The Modified Lease
extended the term on the main branch premises through July 31, 2000, with no
provision for renewal. Additionally, the modified Lease provided that The Ogden
Newspapers, Inc. may, at its option, terminate the Modified Lease insofar as it
relates to the main branch premises, at any time effective after January 31,
2000, upon ninety (90) days prior written notice to UNB. As of the date of this
Proxy Statement, The Ogden Newspapers, Inc. had not exercised its option to
terminate the Modified Lease as it pertains to the main branch premises. United
exercised its option in 1999 to renew the Lease for five (5) years as it relates
to the drive-in facility. In addition, during the year subsidiaries of United
advertised, at market rates, in newspapers published by The Ogden Newspaper,
Inc. The fees paid in such advertising and the rent paid to The Ogden
Newspapers, Inc. represent less than 5% of that firm's revenue for the year
1999.
Directors Fees
Non-employee Directors of the Company receive a retainer of $600 per
month regardless of meeting attendance.
Each non-employee director who serves on the Executive and Compensation
Committees receives a fee of $600 for each United Board Meeting attended except
for Mr. Isaacs. Mr. Isaacs, as Chairman of the Compensation Committee, receives
a retainer payment of $600 per quarter without regard to committee meeting
attendance. Except for Mr. Astorg, each outside director who serves on the Audit
Committee receives a fee of $600 for each committee meeting attended. Mr.
Astorg, as Chairman of the Audit Committee, receives a retainer payment of $600
per month without regard to committee meeting attendance.
6
<PAGE>
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ITEM 1 -- ELECTION OF DIRECTORS
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The Board of Directors consists of one class of nineteen (19)
Directors. Seventeen (17) Directors will be elected at our 2000 Annual Meeting
to serve for a one-year term expiring at our Annual Meeting in the year 2001.
The Company's Bylaws provide that the number of directors shall be at least five
(5) and no more than thirty-five (35) with the composition and number of
nominees to be set at the discretion of the Board of Directors. For the election
of directors at the 2000 Annual Meeting, the Board of Directors established the
composition and number of nominees to be elected at seventeen (17).
The persons named in the enclosed proxy intend to vote the proxy for
the election of each of the seventeen (17) nominees, unless you indicate on the
proxy card that your vote should be withheld from any or all of such nominees.
Each nominee elected as a Director will continue in office until his successor
has been elected, or until his death, resignation or retirement.
The Board of Directors has proposed the following nominees for election
as Directors with terms expiring in 2001 at the Annual Meeting: Richard M.
Adams, Robert G. Astorg, Thomas L. Blair, III, Harry L. Buch, W. Gaston
Caperton, III, H. Smoot Fahlgren, Theodore J. Georgelas, F. T. Graff, Jr., Alan
E. Groover, Russell L. Isaacs, John M. McMahon, G. Ogden Nutting, William C.
Pitt, III, I. N. Smith, Jr., Warren A. Thornhill, III, P. Clinton Winter, Jr.,
and James W. Word, Jr.
The Board of Directors recommends a vote FOR the election of these
nominees for election as Directors.
We expect each nominee for election as a Director to be able to serve
if elected. If any nominee is not able to serve, proxies will be voted in favor
of the remainder of those nominated and may be voted for substitute nominees,
unless the Board chooses to reduce the number of Directors serving on the Board.
The principal occupation and certain other information about the
nominees for Director are set forth on the following pages.
Family Relationships
H. Smoot Fahlgren is the father-in-law of F. T. Graff, Jr.
Security Ownership of Directors and Officers
As of February 29, 2000, Directors and the named executive officers of
the Company:
. owned beneficially, directly or indirectly, the number of
shares of common stock indicated; and
. held the number of options exercisable within sixty (60) days
after that date, to purchase the number of shares indicated
pursuant to the Company's Stock Option Plans.
All Directors and executive officers as a group owned 7,399,977 shares
or 17.55% of the Company's common stock.
7
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial
Name and Age as of the Position, Principal Occupation, Ownership of Shares of
May 15, 2000 Meeting Date Business Experience and Directorships Common Stock and Options
- --------------------------------------------------------------------------------------------------------------------------------
NOMINEES FOR DIRECTORS WHOSE TERMS EXPIRE IN 2001
- --------------------------------------------------------------------------------------------------------------------------------
Shares/(a)/ Options/(b)/ %
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard M. Adams ...........53 Chairman and Chief Executive Officer of 545,000 182,856 1.73%
both United and UNB; Director of the
Company since 1984.
- --------------------------------------------------------------------------------------------------------------------------------
Robert G. Astorg............56 CPA and Managing Director of American 30,983 - *
Express Tax and Business Services, Inc.
Partner of Astorg, Estep and Weyer, CPA's.
Former Partner of Astorg and Altizer,
CPA's. Director of the Company since
1991.
- --------------------------------------------------------------------------------------------------------------------------------
Thomas J. Blair, III........68 Consulting Engineer and former President 246,030 - *
and Chief Executive Officer of Kelley,
Gidley, Blair & Wolfe, Inc. Former
Chairman of the Board of UNB-Central.
Director of the Company since 1988.
- --------------------------------------------------------------------------------------------------------------------------------
Harry L. Buch...............69 Attorney and Partner with Bailey, Riley, 24,726 - *
Buch & Harman. Former partner with
Gompers, Buch, McCarthy & McLure.
Director of the Company since 1990.
- --------------------------------------------------------------------------------------------------------------------------------
W. Gaston Caperton, III.....60 Director of the Institute on Education and 23,722 - *
Government, Teachers College at Columbia
University. President of the Caperton
Group. Former Governor of West Virginia.
Director of the Company since 1997.
- --------------------------------------------------------------------------------------------------------------------------------
H. Smoot Fahlgren...........69 Chairman and Former Chief Executive 355,035 - *
Officer of Fahlgren, Inc. Director of the
Company since 1984.
- --------------------------------------------------------------------------------------------------------------------------------
Theodore J. Georgelas ......53 President of Georgelas & Sons, Inc. 62,914 - *
Chairman of the Board of Sector
Communications. Former Chairman of the
Board of United Bank. Director of the
Company since 1990.
- --------------------------------------------------------------------------------------------------------------------------------
F. T. Graff, Jr.............61 Practicing Attorney and Partner of Bowles 24,000 - *
Rice McDavid Graff & Love PLLC.
Director of the Company since 1984.
- --------------------------------------------------------------------------------------------------------------------------------
Alan E. Groover.............52 Former Chairman of the Board, President 118,503 - *
and Chief Executive Officer of Fed One
Bancorp, Inc. Director of the Company
since 1998.
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Amount of Beneficial
Name and Age as of the Position, Principal Occupation, Ownership of Shares of
May 15, 2000 Meeting Date Business Experience and Directorships Common Stock and Options
- --------------------------------------------------------------------------------------------------------------------------------
Shares/(a)/ Options/(b)/ %
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Russell L. Isaacs...........67 Owner of Russell L. Isaacs and Company. 41,316 - *
Director of the Company since 1984.
- --------------------------------------------------------------------------------------------------------------------------------
John M. McMahon.............59 Chairman of the Board of Miller & Long 239,025 - *
Co., Inc. Director of the Company since
1998.
- --------------------------------------------------------------------------------------------------------------------------------
G. Ogden Nutting ...........64 President of The Ogden Newspapers, Inc. 654,656 - 1.55%
Former Chairman of the Board of UNB-N.
Director of the Company since 1986.
- --------------------------------------------------------------------------------------------------------------------------------
William C. Pitt, III........55 Hotel and Resort Developer. Director of 3,300 - *
the Company since 1987.
- --------------------------------------------------------------------------------------------------------------------------------
I. N. Smith, Jr. ...........67 Consultant for United. Former President of 449,127 - 1.06%
United. Former President of UNB.
Director of the Company since 1986.
- --------------------------------------------------------------------------------------------------------------------------------
Warren A. Thornhill, III....71 Attorney at Law. Former Chairman of the 449,454 - 1.07%
Board of Summit Holding Corporation and
Raleigh County National Bank and UNB-
South. Director of the Company since
1992.
- --------------------------------------------------------------------------------------------------------------------------------
P. Clinton Winter, Jr.......52 President of Bray & Oakley Insurance 379,542 - *
Agency. Former Director of Eagle
Bancorp, Inc. Director of the Company
since 1996.
- --------------------------------------------------------------------------------------------------------------------------------
James W. Word, Jr...........76 President of Beckley Loan Company. Vice 125,417 - *
President of Beckley Loan and Industrial
Corporation. Director of the Company
since 1992.
- --------------------------------------------------------------------------------------------------------------------------------
All Directors, Nominees and 7,399,977 17.55%
Executive Officers as a Group
(24 persons)
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Indicates the Director owns less than 1% of the Company's issued and
outstanding shares.
/(a)/ Includes shares held by United National Bank's Trust Department as
follows: Mr. Adams, 131,265 shares; Mr. Astorg, 5,587 shares; Mr. Buch,
12,600 shares; Mr. Fahlgren, 354,968 shares; Mr. Smith, 405,363 shares;
non-director executive officers as a group, 34,438 shares; and
2,464,876 shares in which the voting authority is exercised by United
National Bank's Board of Directors.
/(b)/ Includes shares of Common Stock that may be acquired within sixty (60)
days of February 29, 2000 through the exercise of stock options
pursuant to the Company's Stock Option Plans.
9
<PAGE>
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EXECUTIVE COMPENSATION
- -------------------------------------------------------------------------------
Cash Compensation
The following table is a summary of certain information concerning the
compensation awarded or paid to, or earned by, the Company's chief executive
officer and each of the Company's other four most highly compensated executive
officers during the last three fiscal years.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Summary Compensation Table
- -----------------------------------------------------------------------------------------------------------------------------
Long-term
Annual Compensation Compensation
----------------------------------------------------------------------------
Securities All Other
Name and Other Compen- Underlying Compen-
Principal Position Year Salary Bonus sation/(1)(2)/ Options sation/(3)/
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Adams 1999 $419,832 $250,000 $0 24,000 $ 4,000
Chairman of the Board and Chief 1998 $392,179 $200,000 $0 24,000 $ 4,000
Executive Officer 1997 $357,679 $140,400 $0 28,000 $ 6,081
- -----------------------------------------------------------------------------------------------------------------------------
Bernard H. Clineburg/(4)/ 1999 $284,998 $114,000 $0 10,000 $ 8,000
President 1998 $288,917 $0 $1,750,000 10,000 $14,250
- -----------------------------------------------------------------------------------------------------------------------------
Steven E. Wilson 1999 $190,151 $76,000 $0 12,000 $ 4,000
Executive Vice President, Chief 1998 $178,433 $70,000 $0 10,000 $ 4,000
Financial Officer and Treasurer 1997 $167,730 $43,200 $0 14,000 $ 5,253
- -----------------------------------------------------------------------------------------------------------------------------
James B. Hayhurst, Jr. 1999 $169,622 $48,000 $0 7,500 $4,000
Executive Vice President 1998 $159,780 $48,000 $0 7,000 $ 4,000
- -----------------------------------------------------------------------------------------------------------------------------
Joe L. Wilson 1999 $157,163 $45,000 $0 7,500 $ 4,000
Executive Vice President
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ The aggregate value of all perquisites and other personal benefits did
not exceed either $50,000 or 10% of the total annual salary and bonus
reported for the named executive officers; therefore, no disclosure has
been made.
/(2)/ Included in "Other Compensation" for Mr. Clineburg is a lump-sum
payment of $1,750,000 for substituting a new employment agreement with
United and waiving all rights and benefits under his prior employment
contract with George Mason Bankshares, Inc.
/(3)/ The amounts included in "All Other Compensation" consist of United's
contributions on behalf of the listed officers to the 401(K) Plan.
/(4)/ Resigned as an officer of United effective February 29, 2000.
10
<PAGE>
STOCK OPTION GRANTS IN 1999
The following table sets forth information concerning individual grants
of options to purchase the Company's Common Stock made to the named executives
in 1999.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
Stock Option Grants in Last Fiscal Year
-----------------------------------------------------------------------------------------------
Potential Realization Value
at Assumed Annual Rates of
Stock Appreciation for
Individual Grants Option Term
-----------------------------------------------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to All Exercise of
Options Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Share) Date 5% $ 10% $
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Richard M. Adams 24,000/(1)/ 10.54% 25.625 11/04/2009 386,767 980,150
Bernard H. Clineburg/(2)/ 10,000/(1)/ 4.39% 25.625 11/04/2009 161,153 408,396
Steven E. Wilson 12,000/(1)/ 5.27% 25.625 11/04/2009 193,384 490,075
James B. Hayhurst, Jr. 7,500/(1)/ 3.29% 25.625 11/04/2009 120,865 306,297
Joe L. Wilson 7,500/(1)/ 3.29% 25.625 11/04/2009 120,865 306,297
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
/(1)/ Granted under the 1996 Incentive Stock Option Plan. The option exercise
price is the market value of United's stock at the date the option was
granted. All options granted under this plan are exercisable in
accordance with a three-year vesting schedule: 50% after the first
year; 75% after the second year; and 100% after three years.
/(2)/ Resigned as an officer of United effective February 29, 2000.
STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
The following table sets forth certain information regarding individual
exercises of stock options during 1999 by each of the named executives.
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
Aggregate Stock Option Exercises in Last Fiscal Year and FY-End Stock Option Plan
--------------------------------------------------------------------------------------------------
Shares Value of Unexercised
Acquired Value Number of Unexercised In-the-Money Stock Options
Name Exercise(#) Realized($) Stock Options at FY-End # at FY-End ($)
- -----------------------------------------------------------------------------------------------------------------------------
Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Richard M. Adams 15,000 259,695 182,856/43,000 2,228,912/154,000
Bernard H. Clineburg 0 0 43,590/15,000 488,164/ 0
Steven E. Wilson 0 0 27,556/20,500 410,333/ 77,000
James B. Hayhurst, Jr. 7,600 138,000 62,450/13,500 765,025/ 55,000
Joe L. Wilson 0 0 52,737/13,225 643,430/ 44,000
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>
11
<PAGE>
- --------------------------------------------------------------------------------
EXECUTIVE COMPENSATION COMMITTEE REPORT
- --------------------------------------------------------------------------------
Board Compensation Committee Report
The Compensation Committee is responsible for administration of United
Bankshares, Inc.'s (United's) Executive Compensation programs. This includes
recommendations related to base salary, short-term incentives and long-term
stock option incentives for all Executive Officers of the Company.
The Compensation Committee's Executive Compensation policies, developed
based on competitive information and designed by William M. Mercer, Inc. to
provide competitive levels of compensation that integrate pay with United's
annual and long-term performance goals and assist in attracting and retaining
qualified executives.
Periodically the Committee retains the services of nationally
recognized compensation consulting firms to do an extensive review of the
compensation program for all Executive Officers.
The Committee determined that the total compensation plan for Executive
Officers was reasonable and competitive in view of the Company's performance and
the contribution of those officers to that performance. The Bank Compensation
Strategies Group report indicated similar findings.
Executive Officers are paid base salaries determined by the value of
their position compared to published survey data, information gathered on
competing banks of similar size and the officer's individual performance level.
The short-term Incentive Plan stresses reward for achievement of
performance goals set each year. Each Executive Officer participates in a pool
of funds set aside for this purpose. Participation level is based on a rating
system tied to accomplishment of assigned goals as well as a specific formula
which relates the incentive award to a percentage of salary range midpoint.
Company performance must exceed peer performance to activate compensation
incentives.
The United management team should share the same goals as its
shareholders. Toward this end, the long-term Incentive Stock Option Plan is
designed to provide an ownership opportunity to key management personnel. Stock
ownership provides an ever important stockholder perspective necessary for
successful management of the company. Awards are based on industry guidelines
which relate base compensation to stock price. Grant calculations are tested for
reasonableness against competitive industry data, keeping in mind cumulative
ownership targets.
The Bank Compensation Strategies Group report showed that comparative
information presented indicated that stock option grants to Executive Officers
have historically been conservative when compared to general industry and
practices for major regional banking organizations. The most recent share
allocations as a percentage of outstanding shares have been consistent with
competitive practices in the banking industry.
Peer group performance analysis is a continual process at United. Data
provided by the Federal Reserve Bank Holding Company Performance Report is
analyzed quarterly. Proxy data on an appropriate group of individual financial
institutions is used to evaluate operating performance and profitability. United
consistently performs well compared to peer. The Committee concluded that for
the year Company performance exceeded peer performance and activated
compensation incentives.
12
<PAGE>
The Committee determined that the base pay for Richard Adams, Chief
Executive Officer, was slightly below the median when compared to published
compensation surveys from Watson Wyatt Data Services.
Mr. Adams was awarded a pro-rata share of the established short-term
incentive pool based on his performance rating assigned by the Committee. The
Committee concluded that total cash compensation for the position of CEO is
appropriate in view of performance levels attained for companies of similar
size. The Bank Compensation Strategies Group report showed that cash
compensation for the CEO was somewhat low based on the performance levels of the
peer group.
Stock option shares granted to Mr. Adams were determined to be
competitive when compared by the Committee to the grant practices of a broad
spectrum of banking organizations.
Adams at age 53 has served the company for 31 years; 25 of those years
he has been responsible for motivating and building the organization.
United's stock price over the past 25 years of the current
administration has increased 2,175%, or an annual compound growth rate of
13.31%. United's stock price, with significant price growth over a five-year
time period, has performed favorably when compared to regional peer groups,
individual bank competitors and stock market index groups.
Dividends have increased 1,267%, or an annual compound growth rate of
11.03%. United's pay for performance compensation program emphasizing written
performance objectives has been a major contributor to our ability to
consistently enhance long-term shareholder value.
No member of the Committee is a former or current officer or employee
of United.
COMPENSATION COMMITTEE
----------------------
Thomas J. Blair, III Harry L. Buch W. Gaston Caperton, III
H. Smoot Fahlgren Theodore J. Georgelas F. T. Graff, Jr.
Russell L. Isaacs John M. McMahon G. Ogden Nutting
William C. Pitt, III Warren A. Thornhill, III William W. Wagner
13
<PAGE>
Compensation Committee Interlocks and Insider Participation
F. T. Graff, Jr., a member of the Board of Directors of United, its
Executive Committee and the Board's Compensation Committee, is a partner in the
law firm of Bowles Rice McDavid Graff & Love in Charleston, West Virginia.
Bowles Rice McDavid Graff & Love rendered legal services to United and UNB
during 1998 and it is expected that the firm will continue to render certain
services to both in the future. The fees paid to Bowles Rice McDavid Graff &
Love represent less than 5% of that firm's revenues for 1998.
PERFORMANCE GRAPH
The following graph compares United's cumulative total shareholder
return on its common stock for the five year period ending December 31, 1999,
with the cumulative total return of the Standard and Poor's Midcap 400 Index and
with the NASDAQ OTC Bank Index. There is no assurance that United's common stock
performance will continue in the future with the same or similar trends as
depicted in the graph. The graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or the Securities Exchange Act of
1934 except to the extent United specifically incorporates this graph by
reference, and shall not otherwise be filed under such Acts.
[PERFORMANCE GRAPH APPEARS HERE -- SEE PLOT POINTS BELOW]
NASDAQ S&P
UBSI OTC MIDCAP
----------------------------------
1994 100.000 100.000 100.000
1995 127.119 144.812 128.565
1996 149.534 182.688 150.838
1997 223.420 298.854 222.129
1998 254.743 263.675 231.533
1999 237.347 242.628 262.435
14
<PAGE>
United Bankshares, Inc. Plans
Officer Employment Contracts. Richard M. Adams, Chairman and Chief
Executive Officer of United and United National Bank entered into an employment
contract with United effective April 11, 1986. This contract was amended in
1989, again in January and November 1991, in April 1992 and again in November
1993. This most recent amendment initiated a new rolling five year term contract
that is extended annually. Under the contract Mr. Adams is required to devote
his full-time energies to performing his duties as Chairman and CEO on behalf of
United and UNB. In November 1999, the Board extended Mr. Adams' contract to
initiate a new five year term expiring on March 31, 2005. The contract provides
for a base compensation of $452,400 and additional benefits consistent with the
office. This base compensation may be increased but not decreased. If the
contract is terminated by Mr. Adams for change in control, or for any reason
other than mutual consent or criminal misconduct, Mr. Adams, or his family or
estate, is entitled to his base salary for the remainder of the contract term.
On July 27, 1990, United also entered into a Supplemental Retirement
Plan with Mr. Adams. This plan provides for an annual supplemental retirement
benefit upon his reaching age 65 or upon the later termination of his employment
with United. The annual benefit will be equal to seventy percent of the average
of Mr. Adams' three highest base salaries during his employment with United,
reduced by benefits. The plan also provides for reduced benefits for early
retirement after age 62 as well as payments to his spouse in the event of his
death.
United and United National Bank entered into an employment agreement
with I. N. Smith, Jr., the now former President of United and Vice-Chairman of
United National Bank, on December 17, 1985. The term of the agreement extends
until Mr. Smith reaches the age of 75. In June of 1997, Mr. Smith retired from
United. Until he reaches the age of 75, Mr. Smith shall render such consulting
and advisory services as United may request, and shall receive for such services
an annual fee of $36,000 until he reaches age 70, and $30,000 thereafter. The
agreement also contains a provision which addresses the death of Mr. Smith. In
addition, Mr. Smith has agreed to serve as a director of United and United has
agreed to use its best efforts to nominate and elect him.
On September 10, 1997, United and United Bank entered into an
employment agreement with Bernard H. Clineburg, then Chief Executive Office of
GMBS and now former President of United. Under the agreement, Mr. Clineburg
served as President of United and as Chairman and Chief Executive Officer of
United Bank commencing from April 2, 1998 (the effective date of the merger
between United and George Mason Bankshares, Inc.) and continuing for a period of
three years. The term automatically extended from day to day so that any day the
remaining term shall be three years; provided however, that in no event shall
the term extend beyond April 2, 2004. The contract provided for a base salary of
$285,000 that was subject to increases based upon usual review practices. Mr.
Clineburg was eligible to receive an annual bonus under United's bonus incentive
plan and to participate in additional benefits provided by United. In return,
Mr. Clineburg was required to devote his full business time, best efforts and
business judgement in performing his duties as President of United and Chairman
and CEO of United Bank. Additionally, in consideration for entering into this
agreement and waiving all rights to any benefits under his prior agreement with
George Mason Bankshares, Inc., Mr. Clineburg received a lump-sum payment of
$1,750,000. The agreement also contained provisions regarding the issues of
death, termination, disability, health and supplemental retirement benefits.
Effective February 29, 2000, Mr. Clineburg resigned as President of
United and as Chairman, Director and Chief Executive Officer of United Bank
pursuant to a written Settlement Agreement and General Release (the "Settlement
Agreement") dated January 13, 2000. In accordance with the Settlement Agreement,
Mr. Clineburg will remain an employee of United for a period of eighteen months
beginning on March 1, 2000, and will continue to receive his monthly base salary
and health insurance benefits. The covenant not to compete in
15
<PAGE>
Mr. Clineburg's original Employment Agreement remained in place and, the
eighteen month period began to run on March 1, 2000. Mr. Clineburg will not be
required to perform any services unless mutually agreed upon by United and Mr.
Clineburg. Additionally, upon attaining the age of fifty-five, Mr. Clineburg
will begin to receive payments as calculated and detailed pursuant to the
Supplemental Retirement Benefits Agreement (SERP) between United Bank and Mr.
Clineburg. The Settlement Agreement also contains provisions regarding the
issues of Mr. Clineburg's continued use of a company owned vehicle and office
equipment. All other provisions of Mr. Clineburg's contracts with United,
specifically the Employment Agreement, SERP and stock option agreements not
expressly modified by the Settlement Agreement shall remain in effect.
Change of Control Agreements. In March of 1994, United entered into
agreements with Steven E. Wilson, James B. Hayhurst, Jr. and Joe L. Wilson to
encourage those executive officers not to terminate their employment with United
because of the possibility that United might be acquired by another entity. In
November of 1996 United entered into a change of control agreement with Douglass
H. Adams. The Board of Directors determined that such an arrangement was
appropriate, especially in view of the recent entry of large regional bank
holding companies into West Virginia. The agreements were not undertaken in the
belief that a change of control of United was imminent.
Generally, the agreements provide severance compensation to those
officers if their employment should end under certain specified conditions after
a change of control of United. Compensation is paid upon any involuntary
termination following a change of control unless the officer is terminated for
cause. In addition, compensation will be paid after a change of control if the
officer voluntarily terminates employment because of a decrease in the total
amount of the officer's base salary below the level in effect on the date of
consummation of the change of control, without the officer's consent; a material
reduction in the importance of the officer's job responsibilities without the
officer's consent; geographical relocation of the officer without consent to an
office more than fifty (50) miles from the officer's location at the time of a
change of control; failure by United to obtain assumption of the contract by its
successor or any termination of employment within thirty-six (36) months after
consummation of a change of control which is effected for any reason other than
good cause.
Under the agreements, a change of control is deemed to occur in the
event of a change of ownership of United which must be reported to the
Securities and Exchange Commission as a change of control, including but not
limited to the acquisition by any "person" (as such term is used in Sections
13(d) and 14(d) of the Securities and Exchange Act of 1934 (the "Exchange Act")
of direct or indirect "beneficial ownership" (as defined by Rule 13d-3 under the
Exchange Act) of twenty-five percent (25%) or more of the combined voting power
of United's then outstanding securities, or the failure during any period of two
(2) consecutive years of individuals who at the beginning of such period
constitute the Board for any reason to constitute at least a majority thereof,
unless the election of each director who was not a director at the beginning of
such period has been approved in advance by directors representing at least two-
thirds (2/3) of the directors at the beginning of the period.
Under the agreements, severance benefits include: (a) cash payment
equal to the officers monthly base salary in effect on either (i) the date of
termination; (ii) the date immediately preceding the change of control,
whichever is higher, multiplied by the number of full months between the date of
termination and the date that is thirty-six (36) months after the date of
consummation of the change of control; (b) payment of cash incentive award, if
any, under United's Incentive Plan; (c) continuing participation in employee
benefit plans and programs such as retirement, disability and medical insurance
for a period of thirty-six (36) months following the date of termination.
The agreements do not effect the right of United to terminate the
officer, or change the salary or benefits of the officer, with or without good
cause, prior to any change of control; provided, however, any termination or
change which takes place after discussions have commenced which result in a
change of control will be presumed
16
<PAGE>
to be a violation of the agreement and will entitle the officer to the benefits
under the agreement, absent clear and convincing evidence to the contrary.
Employee Benefit Plans. No directors or principal shareholders of
United and its subsidiaries, other than those persons who are salaried officers,
participate in any type of benefit plan of United.
United's subsidiaries provide, on a substantially non-contributory
basis for all full-time employees, life, disability, health and dental
insurance. Life insurance with value of 250% of base salary is provided to all
full- time employees, including executive officers. The premiums paid by United
for life insurance on any individual which has a face value greater than $50,000
is properly reported as compensation. These plans do not discriminate, in scope,
terms or operation, in favor of the executive officers of United or its
subsidiaries and are available generally to all salaried employees of United and
its subsidiaries.
Each employee of United, or its participating subsidiaries, who
completes one year of eligible service and is 21 years of age is eligible to
participate in the Pension Plan. The plan is noncontributory on the part of the
employee. Vesting is attained with five years of participation.
- ------------------------------------------------------------------------------
PENSION PLAN TABLE
- ------------------------------------------------------------------------------
Years of Service
Remuneration 15 20 25 30 35
- ------------ -- -- -- -- --
$ 125,000 $ 30,744 $ 40,992 $ 51,241 $ 51,241 $ 51,241
150,000 37,307 49,742 62,178 62,178 62,178
175,000 37,307 49,742 62,178 62,178 62,178
200,000 37,307 49,742 62,178 62,178 62,178
225,000 37,307 49,742 62,178 62,178 62,178
250,000 37,307 49,742 62,178 62,178 62,178
275,000 37,307 49,742 62,178 62,178 62,178
300,000 37,307 49,742 62,178 62,178 62,178
325,000 37,307 49,742 62,178 62,178 62,178
350,000 37,307 49,742 62,178 62,178 62,178
375,000 37,307 49,742 62,178 62,178 62,178
400,000 37,307 49,742 62,178 62,178 62,178
425,000 37,307 49,742 62,178 62,178 62,178
450,000 37,307 49,742 62,178 62,178 62,178
475,000 37,307 49,742 62,178 62,178 62,178
500,000 37,307 49,742 62,178 62,178 62,178
The table above illustrates the operation of United's Pension Plan and
Supplemental Retirement Plan ("SERP") by showing various annual benefits, after
reduction for Social Security retirement income, assuming various annual base
salaries and years of credited service. Benefit figures shown are computed on
the assumption that participants retire at the normal retirement age of 65. For
purposes of the table, it is assumed each participant is receiving benefits from
the Pension Plan in the form of a life annuity. Benefits under the SERP are paid
in the form of a life annuity.
17
<PAGE>
The SERP ensures that each participating executive officer, who retires
at age 65, receives a level of retirement benefits, without regard to years of
service, equal to 70% of the executive officer's average three highest base
salary during his employment with United or an affiliated or successor entity.
At the time a participating executive officer retires, the benefit the
participant is entitled to through the SERP is calculated, and then funds from
the following sources are deducted to determine the amount, if any, of the
payment due under the SERP: (i) the benefit under the Pension Plan; (ii) Social
Security benefits payable; and (iii) any benefits under United's Savings and
Stock Investment Plan.
The estimated credited years of service for each of the executive
officers named in the Summary Compensation Table under the Pension Plan as of
December 31, 1999, are as follows: Mr. Adams 31 years; Mr. Clineburg 9 years;
Mr. S. Wilson 28 years; Mr. Hayhurst 28 years; and Mr. J. Wilson 29 years.
Each employee of United, who completes one year of eligible service, is
eligible to participate in the United Savings and Stock Investment Plan, a
deferred compensation plan under Section 401(k) of the Internal Revenue Code.
Each participant may contribute from 1% to 15% of pretax earnings to his/her
account which may be invested in any of four investment options chosen by the
employee. United matches 100% of the first 2% of salary deferred and 25% of the
second 2% of salary deferred with United stock. Vesting is 100% for employee
deferrals and the company match at the time the employee makes his/her deferral.
United employees may participate in an employee stock purchase plan
whereby its employees may purchase shares of United's common stock. Purchases
made by employees under this plan are coordinated by the Trust Department of
UNB, and involve stock purchased at market price for this purpose.
- --------------------------------------------------------------------------------
PRINCIPAL STOCKHOLDERS
- --------------------------------------------------------------------------------
Principal Shareholder of United
The following table lists each shareholder of United who is the
beneficial owner of more than 5% of United's common stock, the only class of
stock outstanding, as of February 29, 2000.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Title of Class Name and Address of Beneficial Owner Beneficial Ownership/(1)/ Class
- -------------- ------------------------------------ ------------------------- ----------
<S> <C> <C> <C>
Common Stock United National Bank Trust Department 3,409,097 8.08%
514 Market Street, Parkersburg, WV 26101
(3,409,097 shares or 8.08% are registered
under the nominee name of Parbanc Co.)
</TABLE>
/(1)/ UNB is a wholly-owned subsidiary of United and its Trust Department holds
in fiduciary or agency capacity 3,409,097 shares of United's stock. The
investment authority for these shares is held by the Trust Department and
is exercised by UNB's Board of Directors. Of these total shares, sole
voting authority for 2,464,876 shares is held by the Trust Department and
is exercised by UNB's Board of Directors.
18
<PAGE>
Beneficial Ownership of Named Executive Officers
The following table sets forth certain information regarding the named
executives beneficial ownership of common stock of United as of February 29,
2000:
<TABLE>
<CAPTION>
Shares of Common
Stock of the Company
Beneficially Owned/(1)/
-----------------------------------------------
Title of Class Name of Officer Number of Shares Percent of Class
- -------------- --------------- ---------------- ----------------
<S> <C> <C> <C>
Common Stock Richard M. Adams 727,856 1.73%
Common Stock Bernard H. Clineburg/(2)/ 68,840 0.16%
Common Stock Steven E. Wilson 118,769 0.28%
Common Stock James B. Hayhurst, Jr. 102,302 0.24%
Common Stock Joe L. Wilson 87,143 0.21%
</TABLE>
/(1)/ The amounts shown represent the total shares owned directly by such named
executive officers together with shares which are owned indirectly. The
direct shares include shares which are issuable upon the exercise of all
stock options currently exercisable. These individuals have the right to
acquire the shares indicated after their names, upon exercise of such
stock options: Mr. Adams, 182,856; Mr. Clineburg, 33,943; Mr. S. Wilson,
27,556; Mr. Hayhurst, 62,540; and Mr. J. Wilson, 52,737. The indirect
shares include those shares owned by spouses and immediate family members,
shares held in trust in which the executive is a beneficiary, and shares
held by a corporation which the executive controls.
/(2)/ Resigned as an officer of United effective February 29, 2000.
19
<PAGE>
- --------------------------------------------------------------------------------
EXECUTIVE OFFICERS
- --------------------------------------------------------------------------------
Set forth below are the executive officers of United and relations that
exist with affiliates and others for the past five years.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
Principal Occupation and
Name Age Present Position Banking Experience During the
Last Five Years
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard M. Adams 53 Chairman of the Board & Chief Chairman of the Board & Chief
Executive Officer - United; Executive Officer - United;
Chairman of the Board & Chief Chairman of the Board & Chief
Executive Officer - UNB Executive Officer - UNB
Douglass H. Adams 61 Executive Vice-President - United; Executive Vice-President -United;
Executive Vice-President - UNB Director - United; Executive
Vice-President - UNB
James J. Consagra, Jr. 39 Executive Vice-President -United; Executive Vice-President -United;
Executive Vice-President & Chief Executive Vice-President & Chief
Financial Officer-United Bank Financial Officer-United Bank;
Treasurer - George Mason
Bankshares, Inc.; Executive
Vice-President - George Mason
Bank
James B. Hayhurst, Jr. 53 Executive Vice-President -United; Executive Vice-President -United;
Executive Vice-President - UNB Executive Vice-President - UNB
Joe L. Wilson 51 Executive Vice-President -United; Executive Vice-President -United;
Executive Vice-President - UNB Executive Vice-President - UNB
Steven E. Wilson 51 Executive Vice-President, Chief Executive Vice-President, Chief
Financial Officer, Treasurer & Financial Officer, Treasurer &
Secretary -United; Executive Secretary -United; Executive
Vice-President, Chief Financial Vice-President, Chief Financial
Officer, Treasurer & Secretary - Officer, Treasurer & Secretary -
UNB UNB
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
Richard M. Adams and Douglass H. Adams are brothers.
Effective February 29, 2000, Bernard H. Clineburg resigned as an officer of
United.
20
<PAGE>
- --------------------------------------------------------------------------------
REQUIREMENTS, INCLUDING DEADLINES, FOR SUBMISSION
OF PROXY PROPOSALS, NOMINATIONS OF DIRECTORS, AND
OTHER BUSINESS OF SHAREHOLDERS
- --------------------------------------------------------------------------------
Nomination of Directors
Nominations may be made only if such nominations are made in accordance
with the procedures set forth in Article II, Section 5 of the Restated Bylaws of
United, which section, in full, is set forth below:
Section 5. Nomination of Directors. Directors shall be nominated by the
Board prior to the giving of notice of any meeting of shareholders wherein
directors are to be elected. Additional nominations of directors may be made by
any shareholder; provided that such nomination or nominations must be made in
writing, signed by the shareholder and received by the Chairman or President no
later than ten (10) days from the date the notice of the meeting of shareholders
was mailed; however, in the event that notice is mailed less than thirteen (13)
days prior to the meeting, such nomination or nominations must be received no
later than three (3) days prior to any meeting of the shareholders wherein
directors are to be elected.
Stock Transfers
United Bankshares, Inc. common stock is listed on NASDAQ, National
Association of Securities Dealers Quotation System, National Market System. The
quotation symbol is "UBSI".
Independent Auditors
Ernst & Young LLP, Charleston, West Virginia, has served as the
independent auditors for United and its subsidiaries since 1986 and has been
selected by the Board of Directors to continue as the independent auditors for
United and its subsidiaries for the next fiscal year. Representatives of Ernst &
Young LLP will be present at the Annual Meeting and will have an opportunity to
make a statement if they desire to do so. Such representatives of the firm will
be available to respond to appropriate shareholder inquiries at the Annual
Meeting.
Shareholder Proposals for 2001 Annual Meeting
Presently, the next annual meeting of United shareholders is scheduled
for May 21, 2001. Any shareholder proposals to be presented at that 2001 Annual
Meeting must be received at the principal office of United no later than
November 18, 2000. If the scheduled date for the 2001 Annual Meeting is changed
by more than thirty (30) days, shareholders will be informed of the new meeting
date and the revised date by which shareholder proposals must be received.
21
<PAGE>
- -------------------------------------------------------------------------------
FORM 10-K
- -------------------------------------------------------------------------------
The Company will furnish without charge to each person whose proxy is
being solicited, upon the request of any such person, a copy of the Company's
annual report on form 10-K For 1999. Requests for copies of such report should
be directed to Shareholder Relations, United Bankshares, Inc., P. O. Box 1508,
Parkersburg, West Virginia 26102.
- -------------------------------------------------------------------------------
Whether or not you plan to attend the Meeting, please mark, sign, date
and promptly return the enclosed proxy in the enclosed envelope. No postage is
required for mailing in the United States.
By Order of the Board of Directors
/s/ Richard M. Adams
_________________________
Richard M. Adams
Chairman of the Board and
Chief Executive Officer
April 3, 2000
22
<PAGE>
UNITED BANKSHARES, INC.
PROXY FOR 2000 ANNUAL SHAREHOLDERS' MEETING
Know all men by these presents that the undersigned shareholder(s) of United
Bankshares, Inc., Charleston, West Virginia does hereby nominate, constitute and
appoint James J. Consagra, Jr. and Steven E. Wilson or either one of them, with
full power to act alone as the true and lawful attorneys for the undersigned
with full power of substitution for and in the name, place and stead of the
undersigned to vote all the common stock of United Bankshares, Inc., standing in
the undersigned's name on its books on March 27, 2000, at the 2000 Annual
Meeting of Shareholders to be held at The Blennerhassett Hotel, Fourth and
Market Streets, Parkersburg, West Virginia, on May 15, 2000 at 4:00 p.m., local
time or any adjournments thereof, with all the powers the undersigned would
possess if personally present as follows:
The undersigned acknowledges receipt of the Notice and Proxy Statement dated
April 3, 2000, and hereby revokes all proxies previously given by the
undersigned for said meeting.
THIS PROXY CONFERS AUTHORITY TO VOTE "FOR" THE PROPOSITIONS LISTED BELOW UNLESS
OTHERWISE INDICATED. THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE
PROPOSALS BELOW. IF ANY MATTER SHALL PROPERLY COME BEFORE THE MEETING, OR ANY
ADJOURNMENTS THEREOF, THIS PROXY WILL BE VOTED ON SUCH MATTERS IN ACCORDANCE
WITH THE JUDGMENT OF THE ABOVE PROXIES, BASED UPON THE CONDITIONS THEN
PREVAILING AND ANY RECOMMENDATION OF THE BOARD OF DIRECTORS.
Unless a different allocation is indicated, the proxies will vote your total
cumulative vote ratably for the directors for whom you are voting unless
directed otherwise by the Board of Directors of United Bankshares, Inc.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF UNITED
BANKSHARES, INC. AND MAY BE REVOKED PRIOR TO ITS EXERCISE.
CONTINUED, AND TO BE MARKED, DATED AND SIGNED, ON THE OTHER SIDE. ALL JOINT
OWNERS MUST SIGN.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title. If more than one trustee, all should sign.
(solid triangle) FOLD AND DETACH HERE (solid triangle)
[UBSI GRAPHIC APPEARS HERE]
Annual Meeting
of
United Bankshares, Inc.
Monday, May 15, 2000 at 4:00 p.m.
The Blennerhassett Hotel,
Fourth and Market Streets,
Parkersburg, WV
<PAGE>
<TABLE>
<CAPTION>
Please mark
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING SEVENTEEN NOMINEES: your votes as [X]
indicated in
this example
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS. 01. Richard M. Adams 07. Theodore J. Georgelas 13. William C. Pitt, III
02. Robert G. Astorg 08. F.T. Graff, Jr. 14. I. N. Smith, Jr.
03. Thomas J. Blair, III 09. Alan E. Groover 15. Warren A. Thornhill, III
FOR all WITHHOLD 04. Harry L. Buch 10. Russell L. Isaacs 16. P. Clinton Winter, Jr.
nominees listed AUTHORITY 05. W. Gaston Caperton, III 11. John M. McMahon 17. James W. Word, Jr.
(except as marked to to vote for all 06. H. Smoot Fahlgren 12. G. Ogden Nutting
the contrary at right) nominees listed
[ ] [ ] IF YOU WISH TO WITHHOLD YOUR VOTE FOR ANY OF THE ABOVE
NOMINEES, SO INDICATE BY STRIKING THE NAME OF THE NOMINEE.
</TABLE>
2. TO TRANSACT OTHER BUSINESS THAT MAY
PROPERLY COME BEFORE THE MEETING.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THIS PROXY WHEN PROPERLY EXECUTED
WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED
SHAREHOLDER. IF NO DIRECTION IS
MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
Dated _________________________, 2000
_____________________________________
By:__________________________________
(Signature or Signatures)
PLEASE SIGN, DATE AND PROMPTLY RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE
"PLEASE MARK INSIDE BOXES SO THAT DATA PROCESSING EQUIPMENT
WILL RECORD YOUR VOTES"
(solid triangle) FOLD AND DETACH HERE (solid triangle)
Your vote is IMPORTANT
Please complete, date and sign the above
proxy card and return it promptly
in the accompanying envelope.
[LOGO] UNITED
BANKSHARES, INC.
THE CHALLENGE TO BE THE BEST NEVER ENDS
