<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 (NO FEE REQUIRED)
For the fiscal year ended December 31, 1999
[_] 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) 11
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 27, 2000 /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
Financial Statements and Supplemental Schedules--
Modified Cash Basis
December 31, 1999
Contents
<TABLE>
<S> <C>
Report of Independent Auditors.......................................................... 1
Financial Statements--Modified Cash Basis
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--Modified Cash Basis...................................... 4
Supplemental Schedules--Modified Cash Basis
Schedule H, Line 4(i)--Schedule of Assets Held for Investment Purposes at
End of Year--Modified Cash Basis....................................................... 9
Schedule H, Line 4(i)--Schedule of Reportable Transactions Held for Investment
Purposes at End of Year--Modified Cash Basis........................................... 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 (the Plan) as of December 31, 1999 and 1998, 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 auditing standards generally accepted
in the United States. 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 accounting principles generally accepted in the United
States.
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, 1999 and 1998, 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 financial
statements taken as a whole. The accompanying supplemental schedules (modified
cash basis) of assets held for investment purposes at December 31, 1999, and
reportable transactions 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 financial statements. These supplemental schedules are
the responsibility of the Plan's management. 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 financial statements taken as a whole.
/s/ Ernst & Young LLP
Charleston, West Virginia
June 16, 2000
1
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Statements of Net Assets Available for Benefits--
Modified Cash Basis
<TABLE>
<CAPTION>
December 31
1999 1998
----------------------------------
<S> <C> <C>
Assets
Cash and equivalents $ 490,408 $ 433,485
Investments, at fair value (Note 3) 20,761,079 21,291,796
Contributions receivable 102,129 142,538
Loans receivable 23,657 21,736
----------------------------------
Net assets available for benefits $21,377,273 $21,889,555
==================================
</TABLE>
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
1999 1998
-----------------------------------
<S> <C> <C>
Additions
Contributions:
Employees $ 1,034,827 $ 1,271,535
Employer 441,025 462,581
Investment income 639,652 541,283
Interest income on loans receivable 2,269 2,249
-----------------------------------
2,117,773 2,277,648
Deductions
Withdrawals and benefit payments 1,539,928 719,057
-----------------------------------
577,845 1,558,591
Net realized and unrealized (depreciation) appreciation in
fair value of investments (Note 3) (1,090,127) 2,293,538
-----------------------------------
Net (decrease) increase (512,282) 3,852,129
Net assets available for benefits at beginning of year 21,889,555 18,037,426
-----------------------------------
Net assets available for benefits at end of year $21,377,273 $21,889,555
===================================
</TABLE>
See notes to financial statements.
3
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements--
Modified Cash Basis (continued)
December 31, 1999
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).
Active participants may defer up to 15% of their annual pre-tax compensation.
United contributes an amount equal to 100% of the first 2% of the participant's
deferral and 25% of the next 2% of the participant'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--
Modified Cash Basis (continued)
In the event of termination, partial termination, or complete discontinuance of
contributions to the Plan, the assets of the Plan 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 and its price 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.
<TABLE>
<CAPTION>
Investment Program
-----------------------------------------------------------
United Mutual Money Fixed
Common Stock Market Income
Stock Fund Fund Fund Total
--------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
1999
----
Cash and equivalents $ 17,898 $ 13,192 $455,872 $ 3,446 $ 490,408
Contributions receivable 102,129 - - - 102,129
Loans receivable - - 23,657 - 23,657
Investments (Note 3) 16,468,307 3,389,799 - 902,973 20,761,079
--------------------------------------------------------------------------
Net assets available for benefits $16,588,334 $3,402,991 $479,529 $906,419 $21,377,273
==========================================================================
1998
----
Cash and equivalents $ 20,598 $ 9,053 $401,439 $ 2,395 $ 433,485
Contributions receivable 125,250 11,463 2,450 3,375 142,538
Loans receivable - - 21,736 - 21,736
Investments (Note 3) 18,147,624 2,302,272 - 841,900 21,291,796
--------------------------------------------------------------------------
Net assets available for benefits $18,293,472 $2,322,788 $425,625 $847,670 $21,889,555
==========================================================================
</TABLE>
5
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements--
Modified Cash Basis (continued)
3. Investments
Each investment 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 estimated fair value of individual investments representing 5% or more of
the Plan's net assets is as follows:
<TABLE>
<CAPTION>
December 31
1999 1998
----------------------------
<S> <C> <C>
Goldman Sachs Capital Growth Fund $ 3,389,799 $ 2,302,272
United Bankshares, Inc. Common Stock 16,468,307 18,147,624
</TABLE>
During 1999 and 1998, the current value of the Plan's investments (including
investments bought, sold, and held during the year), as determined principally
by quoted market values, appreciated (depreciated) as follows:
<TABLE>
<CAPTION>
Year Ended December 31
1999 1998
---------------------------------
<S> <C> <C>
Federated Intermediate Government Trust Fund $ (47,667) $ 12,007
Goldman Sachs Capital Growth Fund 429,120 472,349
United Bankshares, Inc. Common Stock (2,647,670) 1,201,393
---------------------------------
$(2,266,217) $1,685,749
=================================
</TABLE>
6
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements--
Modified Cash Basis (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 Total
----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Year Ended December 31, 1999
Additions:
Contributions from employees $ 579,563 $ 314,109 $ 58,910 $ 82,245 $ 1,034,827
Contributions from employers 441,025 - - - 441,025
Investment income 572,694 5,131 20,228 41,599 639,652
Interest income on loans - - 2,269 - 2,269
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1,593,282 319,240 81,407 123,844 2,117,773
Deductions:
Withdrawals and benefit payments 1,539,928 - - - 1,539,928
----------------------------------------------------------------------------
53,354 319,240 81,407 123,844 577,845
Net realized and unrealized (depreciation)
appreciation (1,763,102) 719,559 - (46,584) (1,090,127)
----------------------------------------------------------------------------
Net (decreases) increases (1,709,748) 1,038,799 81,407 77,260 (512,282)
Interfund transfers 4,610 41,404 (27,503) (18,511) -
Net assets available for benefits at
beginning of year 18,293,472 2,322,788 425,625 847,670 21,889,555
----------------------------------------------------------------------------
Net assets available for benefits at
end of year $16,588,334 $3,402,991 $479,529 $906,419 $21,377,273
============================================================================
Year Ended December 31, 1998
Additions:
Contributions from employees $ 697,375 $ 367,252 $101,263 $105,645 $ 1,271,535
Contributions from employers 462,581 - - - 462,581
Investment income 478,705 325 19,581 42,672 541,283
Interest income on loans - - 2,249 - 2,249
----------------------------------------------------------------------------
1,638,661 367,577 123,093 148,317 2,277,648
Deductions:
Withdrawals and benefit payments 635,644 49,213 17,992 16,208 719,057
----------------------------------------------------------------------------
1,003,017 318,364 105,101 132,109 1,558,591
Net realized and unrealized appreciation 1,719,029 554,298 - 20,211 2,293,538
----------------------------------------------------------------------------
Net increases 2,722,046 872,662 105,101 152,320 3,852,129
Interfund transfers 180,215 10,107 (93,375) (96,947) -
Net assets available for benefits at
beginning of year 15,391,211 1,440,019 413,899 792,297 18,037,426
----------------------------------------------------------------------------
Net assets available for benefits at
end of year $18,293,472 $2,322,788 $425,625 $847,670 $21,889,555
============================================================================
</TABLE>
For purposes of this disclosure, loans receivable has been combined with the
money market fund.
7
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
Notes to Financial Statements--
Modified Cash Basis (continued)
5. Differences Between Financial Statements and Form 5500
For purposes of Form 5500, interest-bearing cash and cash equivalents are
classified as plan investments. The amount of cash and cash equivalents
classified as investments on the Form 5500 was $472,509 and $401,437 as of
December 31, 1999 and 1998, respectively.
6. Income Tax Status
The Internal Revenue Service (IRS) has ruled that the Plan qualifies under
Section 401(a) of the Internal Revenue Code (IRC) and is, therefore, not subject
to tax under present income tax law. Once qualified, the Plan is required to
operate in conformity with the IRC to maintain its qualification. The Plan
administrator and other representatives of the Plan are not aware of any course
of action or series of events that have occurred that might adversely affect the
Plan's qualified status.
7. Transactions with Parties-in-Interest
The Plan holds 689,772 shares of United common stock, which had an estimated
fair value of $23.88 per share at December 31, 1999.
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
EIN: 55-0641179 Plan: 003
Schedule H, Line 4(i)--Schedule of Assets Held for Investment
Purposes at End of Year--Modified Cash Basis
December 31, 1999
<TABLE>
<CAPTION>
Estimated
Fair
Description Units Cost Value
----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
United National Bank Liquid Asset Fund (cash
equivalents) 16,640 $ 16,640 $ 16,640
Goldman Sachs Treasury Obligation Portfolio Fund
(cash equivalents) 455,869 455,869 455,869
Federated Intermediate Government Trust Fund 87,244 920,469 902,973
Goldman Sachs Capital Growth Fund 122,685 2,358,723 3,389,799
United Bankshares, Inc. common stock 689,772 7,521,960 16,468,307
Loans to participants (interest rates ranging from
9.00% to 10.00%) - - 23,657
----------------------------
$11,273,661 $21,257,245
============================
</TABLE>
9
<PAGE>
United Bankshares, Inc.
Savings and Stock Investment Plan
EIN: 55-0641179 Plan: 003
Schedule H, Line 4(i)--Schedule of Reportable Transactions--Modified Cash Basis
Year Ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Total Total Total
Cost Proceeds Cost Realized
of From of Gain or
Description Purchases Sales Assets (Loss)
------------------------------------------------------------------------------------------------------------
Category (iii)--Series of Transactions in Excess of 5% of Plan Assets
United Bankshares, Inc. Common Stock $1,447,752 $998,285 $113,718 $884,567
</TABLE>
There were no category (i), (ii) or (iv) reportable transactions during fiscal
year 1999.
10
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 33-32522) and the related Prospectus, pertaining to the Savings and
Stock Investment Plan of United Bankshares, Inc., of our report dated June 16,
2000, 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, 1999.
/s/ Ernst & Young LLP
Charleston, West Virginia
June 26, 2000
