<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-K
----------------------------------
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the fiscal year ended December 31, 1995
-----------------
or
[ ] TRANSITION REPORT PURSUANT TO SECITON 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File No: 2-96144
-------
CITIZENS FINANCIAL CORP.
------------------------
(exact name of registrant as specified in its charter)
Delaware 55-0666598
- -------------------------------- --------------------------------------
(State of Incorporation) (I.R.S. Employer Identification Number)
213 Third St.
Elkins, West Virginia 26241
- -------------------------------- --------------------------------------
(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (304) 636-4095
Including Area Code: --------------------------------------
Securities Registered Pursuant to Section 12(b) of the Act: None
----
Securities Registered Pursuant to Section 12(g) of the Act: None
----
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No _______
-------
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
Yes X No _______
-------
The aggregate market value of Citizens Financial Corp. common stock,
representing all of its voting stock, that was held by nonaffiliates on February
29, 1996 was approximately
$14,141,000.
As of February 29, 1996, Citizens Financial Corp. had 683,788 shares of
common stock outstanding with a par value of $2.00.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registration Statement of the registrant on Form S-4, dated
February 19, 1987, are incorporated by reference in Part I of this report.
<PAGE>
Citizens Financial Corp.
Form 10-K, Part I
- -----------------
Item 1. Business
- -----------------
Item 2. Properties
- -------------------
The following discussion satisfies the reporting requirements of Items 1
and 2.
Description of Citizens
-----------------------
Organizational History and Subsidiaries
- ---------------------------------------
Citizens Financial Corp., ("Citizens" or "the Company"), was organized as a
Delaware business corporation on September 29, 1986, and its Certificate of
Incorporation was filed with the Delaware Secretary of State on October 2, 1986.
Citizens Financial Corp. was formed at the request of the Board of Directors of
Citizens National Bank of Elkins, Randolph County, West Virginia, for the
purpose of becoming a bank holding company within the meaning of applicable
statutory and regulatory authority.
Citizens National Bank, ("the Bank"), the sole subsidiary of Citizens
Financial Corp., was organized on November 19, 1923 and has operated in Elkins,
Randolph County, West Virginia, as a national banking association continuously
since that time. On March 21, 1987, the stockholders of Citizens National Bank
approved an Agreement and Plan of Reorganization whereby Citizens National Bank
would become the wholly-owned subsidiary of Citizens Financial Corp. This
reorganization became effective on April 30, 1987. To date, Citizens National
Bank is the sole subsidiary of Citizens Financial Corp.
Employees
- ---------
As of December 31, 1995 Citizens Financial Corp. had no employees.
Citizens National Bank employed 71 full-time equivalent employees at that date.
The Bank's employees are not represented by any union or other collective
bargaining agreement and the Bank believes its employee relations are good.
Business of Citizens and Citizens National Bank
- -----------------------------------------------
As a bank holding company registered under the Bank Holding Company
Act of 1956, as amended, Citizens' present business is the operation of
its bank subsidiary. As of December 31, 1995 Citizens' consolidated
assets approximated $126,350,000 and total shareholders' equity approximated
$13,952,000.
While Citizens has not and does not intend to become directly engaged in
any other form of business it is permitted to engage in certain nonbanking
activities which are closely related to banking under the provisions of the Bank
Holding Company Act and the Federal Reserve Boards' Regulation Y. A list of
such activities may be found on pages 47 through 49 of Citizens' Registration
Statement on Form S-4 dated February 19, 1987 which is incorporated herein by
reference.
Citizens National Bank is a full-service commercial bank and, as such,
engages in most types of business permitted by law or regulation. Among these
services are the acceptance of time, demand and savings deposits
2
<PAGE>
including NOW accounts, regular savings accounts, money market deposit accounts,
fixed-rate certificates of deposit and club accounts. In addition safe deposit
box rentals, wire transfer services and 24-hour ATM services through a regional
network known as MPACT are provided. MPACT is a participant in the nationwide
Cirrus and Plus networks.
The Bank offers a full spectrum of lending services to its customers,
including commercial loans and lines of credit, residential real estate loans,
consumer installment loans and other personal loans. Loan terms, including
interest rate, loan to value ratios, and maturities are tailored as much as
possible to meet the needs of the borrower. Commercial loans are generally
secured by various collateral, including commercial real estate, accounts
receivable and business machinery and equipment. Residential real estate loans
consist primarily of mortgages on the borrower's personal residence, and are
typically secured by a first lien on the subject property. Consumer and personal
loans are generally secured, often by first liens on automobiles, consumer goods
or depository accounts. A special effort is made to keep loan products as
flexible as possible within the guidelines of prudent banking practices in terms
of interest rate risk and credit risk. Bank lending personnel adhere to
established lending limits and authorities based on each individual's lending
expertise and experience.
When considering loan requests, the primary factors taken into
consideration by the Bank are the cash flow and financial condition of the
borrower, the value of the underlying collateral, if any, and the character and
integrity of the borrower. These factors are evaluated in a number of ways
including an analysis of financial statements, credit reviews and visits to the
borrower's place of business.
The Bank also maintains a trust department which acts as trustee under
wills, as executor and administrator of estates, as guardian for estates of
minors and incompetents and serves in various corporate trust capacities.
Properties
- ----------
The services described above are offered from Citizens National Banks' main
offices located at 213 Third Street, Elkins, West Virginia. In addition the
Bank owns a drive-in facility directly across from its main offices on Third
Street and it has owned and operated a full service branch bank in Parsons, West
Virginia since 1984.
In February, 1992 an additional branch facility was opened in Beverly, West
Virginia. This newest facility operates as a full service branch and provides
drive-in and ATM service in addition to traditional lobby services.
Citizens Financial Corp. does not own or lease any property. To date it
has utilized the Bank's facilities and has not occupied more than a minimal
amount of space. Citizens does not compensate the Bank in any way for such
usage as it is deemed to be insignificant. Management believes the existing
facilities are adequate to conduct the Company's and Bank's business.
Competition
- -----------
Citizens faces a high degree of competition for all of its services from
local banks. Within its market area of Randolph and Tucker counties in West
Virginia there exists 5 competing commercial banks operating numerous branches.
As of June 30, 1995, the most resent date for which data are available, the Bank
had deposits representing approximately 29.9% of total deposits for the five
commercial banks serving its primary market area. Several in-market mergers
involving local banks were completed in 1992 and
3
<PAGE>
the introduction of a major regional competitor further consolidated the local
banking industry in 1993. Such merger activity is not perceived as reducing
competitive pressure. Rather it is believed to result in the establishment of
stronger institutions and heightened competition.
West Virginia banks are allowed unlimited branch banking throughout the
State. In addition, interstate acquisitions of and by West Virginia banks and
bank holding companies are permissible on a reciprocal basis. West Virginia
also allows reciprocal interstate acquisitions by thrift institutions. These
conditions may serve to intensify future competition within Citizens' market.
As of September 30, 1995 there were 14 multi-bank holding companies and 33
one-bank holding companies in the State of West Virginia registered with the
Federal Reserve System.
Supervision and Regulation
- --------------------------
Citizens, as a bank holding company, is subject to the restrictions of the
Bank Holding Company Act of 1956, as amended, and is registered pursuant to its
provisions. As such, Citizens is subject to the reporting requirements of and
examination by the Board of Governors of the Federal Reserve System ("Board of
Governors").
The Bank Holding Company Act prohibits the acquisition by a bank holding
company of direct or indirect ownership of more than five percent of the voting
shares of any bank within the United States without prior approval of the Board
of Governors. With certain exceptions, a bank holding company also is
prohibited from acquiring direct or indirect ownership or control of more than
five percent of the voting shares of any company which is not a bank, and from
engaging directly or indirectly in business unrelated to the business of
banking, or managing or controlling banks.
As a bank holding company doing business in West Virginia, Citizens is also
subject to regulation and examination by the West Virginia Department of Banking
and must submit annual reports to the Department. Further, any acquisition
application which Citizens must submit to the Board of Governors must also be
submitted to the West Virginia Banking Board for approval.
On September 29, 1994, the Bank Holding Company Act was amended by The
Interstate Banking and Branch Efficiency Act of 1994 which authorizes interstate
bank acquisition any where in the country, effective one year after the date of
enactment and interstate branching by acquisition and consolidation, effective
June 1, 1997 in those states that have not opted out by that date. The impact
of this amendment on the Company cannot be measured at this time.
Citizens National Bank, as a national banking association, is subject to
supervision, examination and regulation by the Office of the Comptroller of the
Currency. It is also a member of the Federal Reserve System, and as such is
subject to applicable provisions of the Federal Reserve Act and regulations
issued thereunder.
The deposits of the Bank are insured by the Federal Deposit Insurance
Corporation ("FDIC") to the extent provided by law. Accordingly, the Bank is
also subject to regulation by the FDIC.
Under the Community Reinvestment Act of 1977, the Comptroller of the
Currency is required to assess the record of all financial institutions
regulated by it to determine if such institutions meet the credit needs of
4
<PAGE>
the community (including low-to-moderate income neighborhoods) served by them
and to take this record into account in its evaluation of any application made
by any such institution for, among other things, approval of a branch or other
deposit facility, office relocation, or the merger with or acquisition of assets
of another bank. The state of West Virginia has a similar statutory regulation.
As a subsidiary bank of a bank holding company, Citizens National Bank is
subject to certain restrictions imposed by the Federal Reserve Act upon any
extensions of credit to Citizens Financial Corp. or, if such existed, any of its
other subsidiaries, on investments in the stock or other securities of that bank
holding company or its subsidiaries, and on the taking of such stock or
securities as collateral for loans to any borrower.
Item 3. Legal Proceedings
- --------------------------
As of December 31, 1995 Citizens Financial Corp. was not involved in any
material legal proceedings. The Bank is currently involved, in the normal
course of business, in various legal proceedings. After consultation with legal
counsel, management believes that all such litigation will be resolved without
materially effecting on the financial position or results of operations. In
addition, there are no material proceedings known to be threatened or
contemplated against the Company or the Bank.
Item 4. Submission of Matters to a Vote of Security Holders
- ------------------------------------------------------------
No matters were submitted to a vote of security holders of Citizens
Financial Corp. during the fourth quarter of 1995.
Part II
- -------
Item 5. Market for Registrant's Common Equity and Related
- ----------------------------------------------------------
Stockholder Matters
-------------------
Historically, the stock of Citizens Financial Corp. and, prior to its
formation, the stock of Citizens National Bank, has traded only sporadically.
The stock is not listed on any security exchange. However, effective November
4, 1991, Citizens established relationships with two regional brokerage firms in
order to provide an efficient and orderly market for transactions involving its
shares and to increase the shares' marketability. There are no further plans,
understandings, arrangements or agreements to list the stock on any exchange at
this time.
Citizens has only one class of stock, that being common stock, and all
voting rights are vested in its holders. The shareholders of Citizens are
entitled to one vote for each share of common stock owned on all matters subject
to a vote of shareholders. The Company has no plans to issue senior securities.
As of December 31, 1995 750,000 shares were issued including 66,212 held as
treasury stock. The Company's outstanding shares are held by approximately 486
shareholders of record.
5
<PAGE>
The following table presents the high and low market prices for Citizens'
common stock for the periods indicated.
<TABLE>
<CAPTION>
High Low
------ ------
<S> <C> <C>
First Quarter through
February 29, 1996 $25.50 $24.50
1995
----
First Quarter $21.13 $21.00
Second Quarter $25.13 $23.00
Third Quarter $25.50 $23.13
Fourth Quarter $25.50 $23.13
1994
----
First Quarter $23.00 $20.00
Second Quarter $23.25 $20.00
Third Quarter $23.00 $21.00
Fourth Quarter $23.00 $20.00
</TABLE>
The prices listed above are based upon information available to Citizens'
management and are believed to accurately represent the amount at which its
stock was traded during the periods indicated. No attempt was made by
management to ascertain the prices for every sale made during these periods.
Citizens shareholders are entitled to receive dividends when and as
declared by its Board of Directors. Dividends are typically paid quarterly.
Aggregate dividends were $.70 per share in 1995 and $.60 per share in 1994.
Dividends are paid out of funds legally available for the payment of dividends
as set forth in the West Virginia Corporation Act.
Payment of dividends by Citizens is dependent upon payment of dividends to
it by the subsidiary bank. The ability of national banks to pay dividends is
subject to certain limitations imposed by national banking laws - See Note 12 of
the Notes to Consolidated Financial Statements found on page 41 of this report,
for further discussion.
6
<PAGE>
Item 6. Selected Financial Data
- --------------------------------
Selected financial data for the five years ended December 31, 1995 is
presented in the following table. This summary should be read in conjunction
with the consolidated financial statements and related notes included in Item 8
of this report.
<TABLE>
<CAPTION>
Citizens Financial Corp.
- -----------------------------------------------------------------------------------------------------
Selected Financial Data Five Year Summary
(in thousands of dollars, except per share data)
- -----------------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991
-------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Total assets................................ $ 126,350 $123,927 $126,576 $120,749 $118,706
Securities.................................. 34,374 49,548 48,239 41,593 41,401
Loans, net.................................. 82,781 67,716 67,488 63,618 63,044
Deposits.................................... 109,671 108,063 111,988 105,897 103,741
Total shareholders' equity.................. 13,952 12,976 12,282 11,543 10,948
SUMMARY OF OPERATIONS:
Total interest income....................... $ 9,475 $ 8,486 $ 8,556 $ 9,361 $ 10,168
Total interest expense...................... 3,530 3,130 3,557 4,196 5,651
-------- -------- -------- -------- --------
Net interest income........................ 5,945 5,356 4,999 5,165 4,517
Provision for loan losses................... 60 49 90 199 228
-------- -------- -------- -------- --------
Net interest income after
provision for loan losses................. 5,885 5,307 4,909 4,966 4,289
Other income................................ 476 418 369 434 353
Other expense............................... 3,912 4,016 3,772 3,779 3,661
-------- -------- -------- -------- --------
Income before income taxes
and cumulative effect
of change in accounting
principle.................................. 2,449 1,709 1,506 1,621 981
Income taxes................................ 823 599 482 396 217
-------- -------- -------- -------- --------
Income before cumulative
effect of change in
accounting principle...................... 1,626 1,110 1,024 1,225 764
Cumulative effect of change
in accounting
for income taxes........................... - - 116 - -
-------- -------- -------- -------- --------
Net income.................................. $ 1,626 $ 1,110 $ 1,140 $ 1,225 $ 764
======== ======== ======== ======== ========
PER SHARE DATA:
Income before cumulative
effect of change in
accounting principle...................... $2.36 $1.60 $1.48 $1.76 $1.07
Cumulative effect of change
in accounting
for income taxes.......................... - - .17 - -
-------- -------- -------- -------- --------
Net income.................................. $2.36 $1.60 $1.65 $1.76 $1.07
======== ======== ======== ======== ========
Cash dividends.............................. $ .70 $ .60 $ .58 $ .56 .48
======== ======== ======== ======== ========
</TABLE>
7
<PAGE>
Distribution of Assets, Liabilities & Shareholders' Equity;
Interest Rates and Interest Differential
<TABLE>
<CAPTION>
1995 1994 1993
----------------------------- ----------------------------- ------------------------------
Avg Bal Interest Yield/Rate Avg Bal Interest Yield/Rate Avg Bal Interest Yield/Rate
------- -------- ---------- ------- -------- ---------- ------- -------- ----------
(in thousands of dollars) (in thousands of dollars) (in thousands of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest Earning Assets:
Federal funds sold $ 677 $ 36 5.32% $ 2,295 $ 100 4.36% $ 5,169 $ 155 3.00%
Securities:
Taxable 38,608 2,150 5.57 44,882 2,522 5.62 41,866 2,556 6.11
Tax-exempt (1) 5,144 438 8.51 2,938 291 9.90 4,396 497 11.31
Loans (net of unearned
interest) (2) 76,093 7,000 9.20 69,292 5,672 8.19 66,453 5,517 8.30
----------------------------- ----------------------------- ------------------------------
Total interest earning
assets 120,522 9,624 7.99 119,407 8,585 7.19 117,884 8,725 7.40
Nonearning assets:
Cash and due from banks 2,979 3,442 3,920
Bank premises and
equipment, net 1,444 1,649 1,780
Other assets 1,915 1,898 2,023
Allowance for loan
losses (1,026) (1,032) (1,004)
-------- -------- --------
Total assets $125,834 $125,364 $124,603
======== ======== ========
Interest Bearing
Liabilities:
Savings deposits $ 29,137 804 2.76 $ 32,090 884 2.75 $ 31,783 966 3.04
Time deposits 46,075 2,156 4.68 43,365 1,709 3.94 44,211 1,984 4.49
NOW accounts 11,489 258 2.25 11,059 246 2.22 10,689 267 2.50
Money market accounts 7,685 191 2.49 8,888 221 2.49 9,170 255 2.78
Borrowings 2,267 121 5.34 1,890 71 3.76 2,564 85 3.32
----------------------------- ----------------------------- ------------------------------
Total interest
bearing liabilities 96,653 3,530 3.65 97,292 3,131 3.22 98,417 3,557 3.61
Noninterest bearing
liabilities:
Demand deposits 14,825 14,758 13,559
Other liabilities 845 675 654
Shareholders' equity 13,511 12,639 11,973
-------- -------- --------
Total liabilities and
shareholder's equity $125,834 $125,364 $124,603
======== ======== ========
------ ------- ------
Net interest income $6,094 $ 5,454 $5,168
====== ======= ======
Net interest income to
average earning assets 5.06% 4.57% 4.38%
===== ===== =====
</TABLE>
(1) Yields are expressed on a tax equivalent basis using a 34% tax rate.
(2) For the purpose of these computations, nonaccruing loans are included in the
amounts of average loans outstanding.
8
<PAGE>
Rate Volume Analysis
The following table sets forth a summary on the changes in interest earned and
interest expense detailing the amounts attributable to (i) changes in volume
(change in the average volume times the prior year's average rate), (ii) changes
in rate (change in the average rate times the prior year's average volume). The
changes in rate/volume (change in the average volume times the change in the
average rate), has been allocated to the changes in volume and changes in rate
in proportion to the relationship of the absolute dollar amounts of the change
in each.
<TABLE>
<CAPTION>
1995 Compared to 1994 1994 Compared to 1993
Increase (Decrease) Due to Increase (Decrease) Due to
--------------------------- -----------------------------
(in thousands of dollars)
Volume Rate Total Volume Rate Total
--------------------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Interest earned on:
Federal funds sold $( 82) $ 18 $( 64) $(107) $ 52 $( 55)
Taxable securities (350) (22) (372) 178 (212) ( 34)
Tax-exempt securities 193 (46) 147 (150) ( 56) (206)
Loans 588 740 1328 230 ( 75) 155
---------------------------- -----------------------------
Total interest earned 349 690 1039 151 (291) (140)
---------------------------- -----------------------------
Interest expense on:
Savings deposits (77) (3) (80) 9 ( 96) ( 87)
Time deposits 112 335 447 (36) (234) (270)
NOW accounts 9 3 12 9 ( 30) ( 21)
Money market accounts (30) 0 (30) (8) ( 26) ( 34)
Other borrowing 16 34 50 (24) ( 10) ( 14)
---------------------------- -----------------------------
Total interest expense 30 369 399 (50) (376) (426)
---------------------------- -----------------------------
Net interest income $ 319 $ 321 $ 640 $ 201 $ 85 $ 286
============================ =============================
</TABLE>
9
<PAGE>
Securities Portfolio
The following table sets forth the amortized cost of securities as of the dates
indicated.
<TABLE>
<CAPTION>
December 31
-------------------------
1995 1994
------------ -----------
(in thousands of dollars)
<S> <C> <C>
U.S. Treasury and other U.S. government
agencies and corporations $20,807 $27,300
State and political subdivisions 4,977 5,281
Other securities 8,574 16,967
------- -------
Total $34,358 $49,548
======= =======
</TABLE>
The following table sets forth the maturities of securities as of December 31,
1995 and the weighted average yields of such securities (calculated on the basis
of the amortized cost and effective yields weighted for the scheduled maturity
of each security).
<TABLE>
<CAPTION>
Within One After One but After Five but After Ten
Year Within Five Years Within Ten Years Years
--------------------------------------------------------------------------------------------
Amount Yield Amount Yield Amount Yield Amount Yield
--------------------------------------------------------------------------------------------
(in thousands of dollars)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and other U.S.
government
agencies and corporations $11,010 5.83% $9,797 5.93% $ - - % $ - - %
State and political
subdivisions (1) 1,385 8.42 2,119 8.78 1,473 10.26 - -
Other securities 7,076 5.13 985 7.01 - - 513 6.73
------- ---- ------- ---- ------ ------ ----- ------
Total $19,471 5.76% $12,901 6.48% $1,473 10.26% $ 513 6.73%
======= ------- ------ =====
</TABLE>
The portfolio contains no securities of any single issuer in which the aggregate
amortized cost of such securities exceeds ten percent of shareholders' equity.
(1) Tax-equivalent adjustments, using a rate of 34%, have been made in
calculating yields on obligations of state and political subdivisions.
10
<PAGE>
Loan Portfolio
- --------------
Types of Loans
- --------------
The following table shows the distribution of loans by major category as of
the dates indicated. All loans in the portfolio are domestic in nature.
<TABLE>
<CAPTION>
December 31
-------------------------
1995 1994
------------ -----------
(in thousands of dollars)
<S> <C> <C>
Commercial, financial and agricultural $10,999 $ 6,856
Real estate - construction 1,734 734
Real estate - mortgage 52,020 49,443
Installment 18,042 11,639
Credit Card 810 0
Other 54 49
------- -------
Total $83,659 $68,721
======= =======
</TABLE>
Loan Maturities and Interest Rate Sensitivity
- ---------------------------------------------
The following table shows the maturity of loans (excluding real estate
mortgages and installment loans) outstanding as of December 31, 1995. Also
provided are the amounts due after one year classified as fixed rate and
variable rate loans.
<TABLE>
<CAPTION>
After One
Within But Within After
One Year Five Years Five Years Total
-------- ---------- -----------------
(in thousands of dollars)
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural $7,859 $2,633 $507 $10,999
Real estate - construction 1,734 0 0 1,734
------ ------ ---- -------
$9,593 $2,633 $507 $12,733
====== ====== ==== =======
Loans maturing after one
year with:
Fixed interest rates $ 2,786
Variable interest rates 354
------
$ 3,140
=======
</TABLE>
Risk Elements
- -------------
Nonperforming Loans
- -------------------
Nonperforming loans consist of loans in nonaccrual status, loans which are
past due 90 days or more and still accruing interest and restructured loans.
The following table sets forth the amounts of such loans as of the dates
indicated:
<TABLE>
<CAPTION>
December 31
-------------------------
1995 1994
------------ -----------
(in thousands of dollars)
<S> <C> <C>
Nonaccrual loans $ 213 $ 282
Loans past due 90 days or more
still accruing interest 144 143
Restructured loans - -
----- -----
Total $ 357 $ 425
===== =====
</TABLE>
11
<PAGE>
Loans are generally placed on nonaccrual status when they are past due 90
days as to principal or interest unless they are both well secured and in the
process of collection. The following table provides a summary of information
pertaining to nonaccrual loans as of December 31, 1995:
<TABLE>
<CAPTION>
(in thousands)
<S> <C>
Total nonaccrual loans $ 213
Interest income which would have been
recorded under original terms 7
Interest income recorded during the year 0
</TABLE>
Potential Problem Loans
- -----------------------
As of December 31, 1995, management is not aware of any potential problem
loans other than those which are on nonaccrual status or are past due 90 days or
more and still accruing interest.
Loan Concentrations
- -------------------
Information concerning loan concentrations is provided in Note 4 - Notes to
Consolidated Financial Statements which may be found on page 33 of this report.
Summary of Loan Loss Experience
- -------------------------------
The following table summarizes loan loss experience for the two years ended
December 31, 1995 and 1994.
<TABLE>
<CAPTION>
December 31
------------------------
1995 1994
---- ----
(in thousands of dollars)
<S> <C> <C>
Balance, beginning of year $1,000 $1,043
Charge-offs:
Commercial, financial and agricultural 0 31
Real estate - mortgage 5 32
Installment 41 35
------ ------
Total charge-offs 46 98
Recoveries:
Commercial, financial and agricultural 1 0
Real estate - mortgage 8 0
Installment 13 6
------ ------
Total recoveries 22 6
------ ------
Net losses 24 92
Additions charged to operations (1) 60 49
------ ------
Balance, end of year $1,036 $1,000
====== ======
Ratio of net losses to
average loans outstanding .03% 0.13%
</TABLE>
(1) The amount charged to operations and the related balance in the allowance
for loan losses is based upon periodic evaluations of the loan portfolio by
management. These evaluations consider several factors including, but not
limited to, its analysis of overall loan quality, changes in the mix and size of
the loan portfolio, previous loss experience, general economic conditions and
information about specific borrowers.
12
<PAGE>
The following table shows an allocation of the allowance for loan losses
for the two years ended December 31, 1995 and 1994.
<TABLE>
<CAPTION>
December 31
----------------------------------------------------
1995 1994
----------------------------------------------------
Percent of Percent of
Loans in Each Loans in Each
Category to Category to
Amount Total Loans Amount Total Loans
-------- ------------- -------- --------------
(in thousands of dollars)
<S> <C> <C> <C> <C>
Commercial, financial and
agricultural $ 160 13% $ 160 10%
Real estate - construction 13 2 4 1
Real estate - mortgage 394 62 256 72
Installment and other 58 23 35 17
Unallocated 411 N/A 545 N/A
------ ------ ------ ------
Total $1,036 100% $1,000 100%
====== ====== ====== ======
</TABLE>
Deposits
- --------
The average daily amount of deposits and rates paid on such deposits are
summarized for the periods indicated in the following table:
<TABLE>
<CAPTION>
Year Ended December 31
--------------------------------
1995 1994
--------------------------------
Amount Rate Amount Rate
--------------------------------
(in thousands of dollars)
<S> <C> <C> <C> <C>
Noninterest bearing demand deposits $ 14,825 - % $ 14,758 - %
Interest bearing demand deposits 11,489 2.25 11,059 2.22
Savings deposits 36,822 2.70 40,978 2.67
Time deposits 46,075 4.68 43,365 3.94
-------- --------
Total $109,211 $110,160
======== ========
</TABLE>
The following table summarizes maturities of time certificates of deposit,
including individual retirement accounts, of $100,000 or more as of December 31,
1995. There were no other time deposits of $100,000 or more.
<TABLE>
<CAPTION>
(in thousands)
--------------
<S> <C>
Three months or less $ 502
Over three through six months 411
Over six through twelve months 525
Over twelve months 2,337
------
Total $3,77
======
</TABLE>
Return on Equity and Assets
- ---------------------------
The following table shows consolidated operating and capital ratios for
the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31
----------------------
1995 1994 1993
----- ------ -----
<S> <C> <C> <C>
Return on assets 1.29% .89% .91%
Return on equity 12.07 8.78 9.52
Dividend payout ratio 29.66 37.50 35.15
Average equity to assets ratio 10.74 10.08 9.61
</TABLE>
13
<PAGE>
Short-term Borrowing
- --------------------
Information concerning the Company's short-term borrowing is presented in
Note 10 - Notes to Consolidated Financial Statements which may be found on pages
39 and 40 of this report.
Item 7. Management's Discussion and Analysis of Financial Condition and
- --------------------------------------------------------------------------
Results of Operations
---------------------
The following discussion and analysis presents the significant changes in
financial condition and results of operations of Citizens Financial Corp., and
its wholly-owned subsidiary Citizens National Bank of Elkins, for the periods
covered by the audited financial statements contained in this report. This
discussion and analysis should be read in conjunction with such financial
statements and the accompanying notes thereto.
Earnings Summary
- ----------------
Net income for the year 1995 was $1,626,000 or $2.36 per share. This
compares to $1,110,000, or $1.60 per share, in 1994 and $1,140,000, or $1.65 per
share, including a $116,000 one-time cumulative benefit from the adoption of
Statement of Financial Accounting Standards No. 109 "Accounting for Income
Taxes" in 1993. Return on average assets was 1.29% in 1995, .89% in 1994 and
.91% in 1993. Returns on average equity were 12.07%, 8.78% and 9.52% in the
three years respectively.
The primary factor contributing to the 46.5% earnings improvement in 1995
was a $589,000 increase in net interest income. Other factors include improved
levels of noninterest income and a reduction in noninterest expense. While
smaller, improvement in 1994's earnings before accounting changes of 8.4% was
also mainly due to improved net interest income of $357,000. However,
noninterest expenses increased $245,000 in 1994 which reduced the level of net
earnings improvement. These and other factors relating to the results of
operations are more fully addressed in the following sections of this report.
Net Interest Income
- -------------------
Net interest income represents the primary component of Citizens' earnings.
It is the difference between interest and fee income related to earning assets
and interest expense incurred to carry interest bearing liabilities. Net
interest income is impacted by changes in the volume and mix of interest earning
assets and interest bearing liabilities, as well as by changing interest rates.
In order to manage these changes, their impact on net interest income and the
risks associated with them, the Company utilizes an ongoing asset/liability
management program. This program includes analysis of the Company's gap,
earnings sensitivity to rate changes, and sources and uses of funds. A
discussion of net interest income and the factors impacting it is presented
below.
Net interest income was $5,945,000 in 1995, $5,356,000 in 1994 and
$4,999,000 in 1993. These year-to-year improvements of 11.0% in 1995 and 7.1%
in 1994 each contributed significantly to the Company's improved earnings.
On a tax equivalent basis net interest income in 1995 increased $640,000 as
a result of two primary factors: increased yields on the Bank's loan portfolio
and increased loan volumes. The yield on this portfolio improved 101 basis
points to 9.20% as adjustable rate mortgages repriced and consumer
14
<PAGE>
loans were added to the portfolio. This increase in yield had the effect of
increasing interest income by $740,000. Higher loan volumes, including consumer
and commercial loans, had the effect of increasing interest income an additional
$588,000. The remaining interest earning assets, securities and federal funds
sold, contributed less to income in 1995 than in 1994 as their volumes were
reduced to fund loan growth. In total the yield on earning assets improved 80
basis points to 7.99% in 1995 while the average volume of earning assets
increased $1,115,000 to $120,522,000.
The cost of interest bearing liabilities used to fund earning assets
increased by $399,000 in 1995 but was more than offset by the $1,039,000
increase in tax equivalent interest income. The net impact of changes in the
volume and mix of interest bearing liabilities was minimal adding just $30,000
to interest expense. Changing rates, particularly those of time deposits,
caused a $369,000 increase in expense. Such changes caused the total cost of
interest bearing liabilities to rise to 3.65% in 1995, a 43 basis point
increase.
Overall, the execution of strategies to increase loan levels and control
funding costs in 1995 increased the Company's net interest margin 49 basis
points from 4.57% to 5.06%.
In 1994 tax equivalent net interest income improved by $286,000 over 1993.
The most significant factors in this improvement were a $1,523,000 increase in
interest earning assets and a $1,125,000 reduction in interest sensitive
liabilities. These two items combined to increase net interest income by
$201,000. Meanwhile changes in interest rates had the effect of increasing net
interest income another $85,000 as the savings from paying lower rates on
deposits exceeded the reductions in interest income from earning assets. These
changes produced a net interest margin of 4.57% in 1994, up 19 basis points from
4.38% in 1993.
Other Income
- ------------
Other income includes all revenues which are not included in interest and
fee income related to earning assets. Total other income has risen from
$369,000 in 1993 to $418,000 in 1994 and to a record $476,000 in 1995. This
positive trend reflects several items. First is management's effort, begun in
1994, to identify and recover costs through the imposition of reasonable service
fees similar to those of the Bank's competitors. This effort has increased
annual fee income from $172,000 in 1993 to $258,000 in 1995. Secondly, new
services have helped raise the levels of fee income. In particular, 1995's
introduction of a VISA card generated nearly $11,000 in merchant fees. Each of
these factors are expected to provide continuing future benefit.
Other income also benefitted in 1995 from the one-time sale of the
Company's student loan portfolio. This sale, which involved approximately $2.5
million of student loans, generated a gain of $25,000.
Trust income, which increased significantly in 1994, fell to more typical
levels in 1995 as expected. The increase in 1994 was due to the settlement of
several large estates. Finally, the Company has realized insignificant
securities gains of $7,000 in 1995, $2,000 in 1994 and $5,000 in 1993. All of
these gains were the result of securities being called at a premium over
amortized cost. It remains the Company's policy not to engage in securities
trading activity.
15
<PAGE>
Other Expenses
- --------------
Other expense includes all items of expense other than interest expense,
the provision for loan losses, and income taxes. Other expense decreased
$104,000, or 2.6%, in 1995 to $3,913,000. Total other expense was $4,016,000
and $3,772,000 on 1994 and 1993, respectively.
The 1995 reduction in other expense is attributable to a reduction of FDIC
insurance premiums of $121,000. Absent this total other expense would have
increased by $17,000, or less than .5%.
The largest component of other expense, salaries and benefits, remained
nearly stable in 1995. Total salaries increased a modest 2.1%. Group insurance
costs were reduced by $60,000 to $353,000 due mostly to engaging a new group
medical administrator. This savings was offset however by the introduction of a
deferred compensation plan for certain senior officers. This plan, which was
implemented following a reduction in pension benefits, is designed to retain key
management personnel by providing retirement benefits in exchange for continued
service to the Bank and carried a cost of $61,000 in 1995. The Company also
provides pension, 401(k) and postretirement life and health coverages to all
qualifying full-time employees. See Note 9 of the accompanying financial
statements for additional information regarding the Company's employee benefit
plans.
The remaining components of other expense, including net occupancy expense,
equipment expense, data processing, advertising, and other, totaled $1,806,000,
up less than 1%, from $1,791,000 in 1994.
The increase in total other expense in 1994 of $245,000, or 6.5%, resulted
from a $130,000 increase in salaries and benefits, including a $95,000 rise in
group insurance costs, and a $41,000 increase in the category of other which
primarily resulted from losses from a robbery of one of the Bank's branch
facilities.
Income Taxes
- ------------
The Company's provision for income taxes, which totaled $823,000 in 1995,
$599,000 in 1994 and $482,000 in 1993, includes both federal and state income
taxes. Also included in these amounts are deferred tax benefits of $21,000 in
1995 and $41,000 in 1994 and deferred tax expense of $8,000 in 1993. The
increase in tax expense in 1995 is mainly due to the increase in pretax
earnings. The effective tax rates for the years 1995, 1994 and 1993 were 33.6%,
35.1% and 32.0%, respectively.
In 1993, the Company adopted Statement of Financial Accounting Standards
No. 109, "Accounting for Income Taxes" (SFAS No. 109). As permitted under the
provisions of SFAS No. 109, the cumulative effect of the accounting change on
years prior to 1993, a benefit of $116,000, was included in 1993's earnings.
Additional information regarding the Company's income taxes is contained in Note
8 of the consolidated financial statements.
Financial Condition
- -------------------
While total assets at December 31, 1995 of $126,350,000 are $2,423,000 over
the prior year's total, average assets during the two years were nearly
unchanged. Average assets during 1995 totaled $125,834,000, $470,000 in excess
of 1994's $125,364,000. This reflects management's efforts to increase the loan
to deposit ratio and net interest margin during 1995 while accepting the limits
placed on deposit growth by a sluggish local economy. The execution of this
strategy proved to be very successful as gross loans
16
<PAGE>
increased $14.9 million during the year raising the loan to deposit ratio from
63.6% to 76.3% and the net interest margin 49 basis points to 5.06%. As
explained previously, this was the primary contributor to the Company's earnings
improvement in 1995.
Loan Portfolio
- --------------
The loan portfolio represents Citizens' largest earning asset. As noted
earlier, management placed major emphasis on increasing loans in 1995 and was
quite successful in doing so. The $14.9 million increase in total loans
resulted primarily from growth in the consumer, commercial and mortgage
portfolios.
Consumer loans, including credit card loans, increased $7,213,000 or 62.0%.
This increase primarily reflects a significant rise in indirect automobile
lending. During the year the Bank availed itself of new opportunities to make
such loans following the completion of a local highway which provided convenient
access to auto dealers in nearby markets. Loans made under this program are
subject to evaluation by the Bank's lending personnel and must satisfy the
Bank's standard lending criteria prior to approval. Also effecting the consumer
loan portfolio was the sale of $2.5 million of student loans in 1995. Proceeds
from the sale of student loans were used to partly fund the increased automobile
business resulting in higher yields and lower administrative cost.
The Bank's new Mountain Playground VISA card was introduced at the end of
the first quarter and has performed better than expected. At December 31, 1995
total outstanding VISA card loans were $810,000. A total of 864 customers now
carry this unique product with approved credit lines exceeding $3,344,000.
At $18,852,000 consumer loans now represent 22.5% of total loans, up from
$16.9% at December 31, 1994.
Commercial loans increased $4,144,000 or 60.4% in 1995 to $10,999,000.
While some of this increase may also be traced to new lending relationships with
automobile dealers in the form of floor plan financing, the Bank's success in
meeting the credit needs of local lumber, oil, building and professional
businesses also contributed to the growth. Management is pleased with this
growth and believes that it adds considerably to the breadth of the Bank's loan
portfolio and services.
Although it increased by a lesser amount, $2,576,000 or 5.2%, mortgage
lending continues to be the largest single loan portfolio held by the Bank.
Totaling $52,020,000 this portfolio makes up 62.2% of total loans. The majority
of the mortgage portfolio, over 69%, is comprised of loans secured by one to
four family primary residence loans in the local area, where real estate values
have historically remained stable.
Additional information on the composition of the loan portfolio, including
concentrations of credit risk, may be found in Note 4 to the financial
statements.
While loan growth has been substantial, Citizens maintains underwriting and
credit standards designed to maintain the quality of the loan portfolio. In
addition, strategic goals limit the loan to deposit ratio to 80%. The Company
also observes a policy requiring loans past due 90 or more days be placed on
nonaccrual status unless the loans are adequately secured and in the process of
collection. As of December 31, 1995 nonaccrual loans totaled $213,000 while
loans past due 90 or more days which are still accruing
17
<PAGE>
interest were $144,000. Together, these two items total $357,000 or .43% of
gross loans. In comparison, the total at December 31, 1994 of $425,000
represented .62% of gross loans.
Management maintains the allowance for loan losses at a level it considers
adequate to absorb potential loan losses based on its analysis of overall loan
quality, changes in the mix and size of the loan portfolio, previous loss
experience, general economic conditions, information about specific borrowers
and other factors. At December 31, 1995 the allowance for loan losses was
$1,036,000 or 1.24% of gross loans. This compares to $1,000,000, or 1.46%, a
year ago.
As more fully explained in Notes 1 and 5 of the financial statements, the
Company adopted Statements of Financial Accounting Standards Nos. 114 and 118
(SFAS Nos. 114 and 118) "Accounting by Creditors for Impairment of a Loan" and
"Accounting by Creditors for Impairment of a Loan - Income Recognition and
Disclosure", respectively. Under SFAS Nos. 114 and 118, certain impaired loans
are required to be reported at the present value of expected future cash flows
discounted using the loan's original effective interest rate or, alternatively,
at the loan's observable market price, or at the fair value of the loan's
collateral if the loan is collateral dependent. The adoption of SFAS Nos. 114
and 118 did not significantly impact the Company's financial position or results
of operations during 1995.
The provision for loan losses is a charge to earnings which is made to
maintain the allowance for loan losses at a sufficient level. This charge
totaled $60,000 in 1995, $49,000 in 1994 and $90,000 in 1993. Net charge-offs
continue to be low reflecting both the quality of the portfolio and management's
effort to pursue all available avenues of recovery. Total net charge-offs were
$24,000 in 1995, $92,000 in 1994 and $2,000 in 1993. Each of these totals
represented less than .15% of average loans.
Although the dollar amount of net charge-offs could increase in the coming
months due to the increase in total loans outstanding, management believes the
balance of the allowance for loan loss is adequate to provide for all reasonably
foreseeable losses and is not aware of any trends, uncertainties or other
information relating to the loan portfolio which it expects will materially
impact future operating results, liquidity or capital resources.
Securities Portfolio and Federal Funds Sold
- -------------------------------------------
With loan demand exceeding deposit growth in 1995 the securities portfolio
was frequently used as a source of liquidity for the purpose of funding loans.
Excluding the fair value adjustment for available for sale securities, the total
portfolio decreased $15,190,000 in 1995, or 30.7%. This decrease was anticipated
as strategies to increase the loan to deposit ratio and alter the earning asset
mix were executed. Further significant reductions are not expected in 1996 as
loan demand is expected to decline. Internal policies concerning the loan to
deposit ratio and earning asset mix also serve to limit further securities
reductions.
The Bank maintains a conservative philosophy with regard to its securities
portfolio placing great importance on safety and liquidity. At year-end 1995
the portfolio was comprised of 29% U.S. Treasury securities, 24% U.S. agency
securities, 8% mortgage backed securities issued by U.S. government agencies,
23% corporate debt securities, 14% municipal securities and 2% Federal Home Loan
Bank stock and Federal Reserve Bank stock. The corporate debt securities carry a
grade of A1 and an average remaining life of 0.63 years. The municipal
securities carry a grade of A with a remaining
18
<PAGE>
life of 4.31 years. In total the portfolio has a grade of AA. The remaining
life, which is normally kept short, has been shortened even more by 1995's heavy
loan demand to 1.65 years. The average yield on the portfolio is 5.76%.
Effective January 1, 1994 the Company adopted Statement of Financial
Accounting Standards No. 115, "Accounting for Certain Investments in Debt and
Equity Securities" (SFAS No. 115). Under SFAS No. 115 securities are to be
classified as held to maturity, available for sale, or trading. Through
December 31, 1995 the Company has elected not to establish a trading portfolio
and has no plans to do so in the foreseeable future.
The Bank classified its two equity securities as available for sale in
1994. During 1995, the Bank reassessed the classifications of its securities
and transferred $3.2 million of securities from held to maturity to available
for sale as permitted by the Financial Accounting Standards Board's Special
Report "A Guide to Implementation of Statement 115 on Accounting for Certain
Investments in Debt and Equity Securities". As of December 31, 1995 the
available for sale portfolio was comprised of five debt securities in addition
to the two equity securities. It carried an amortized cost of $5,743,000, 16.7%
of the total portfolio, and had a fair value of $5,758,000. With $18.9 million
of maturing securities in 1996 the Bank is in a good position to make further
additions to the available for sale portfolio if it so chooses.
In times of excess funding Citizens may enter the federal funds sold market
to maximize yields while maintaining the desired asset/liability structure.
Such investments were nonimal in 1995 as a result of the increased loan demand.
On average, the Bank's federal funds sold balance was $677,000 in 1995 compared
to $2,295,000 in 1994.
Deposits and Other Funding Sources
- ----------------------------------
While Citizens attempts to control the rates offered on its deposit
products through a consistent pricing policy, certain short-term exceptions to
this did occur in 1995 in response to competitive pressures. These pressures
have been mounting due to the increasing sophistication of customers, the
general lack of local economic growth and the increasing levels of bank and
nonbank competition. As a result, the rate paid on interest bearing liabilities
rose in 1995 from 3.22% to 3.65%.
In total, the deposit portfolio averaged $109,211,000 in 1995 compared to
$110,160,000 in 1994, a decrease of less than 1%, and $109,412,000 in 1993.
Management believes this data reflects a stable core deposit base as well as the
economic characteristics of the local market. Still, some changes were
observed. Certificates of deposit rose throughout the year to $47,423,000 from
$43,369,000 an increase of 9.3%. This primarily reflects a migration from
savings accounts in response to the competitive pricing pressures noted earlier.
Over the past two years savings accounts have fallen $4,829,000, a near reversal
of 1993 when they grew $4,211,000 when certificate of deposit rates fell.
Historically, the Bank has borrowed only occasionally. The majority of the
Bank's borrowings continue to be a floating rate repurchase agreement involving
one local customer. From time to time the Bank may also require short-term
funding which it typically satisfies with overnight borrowings. Such borrowings
averaged $676,000 in 1995, nearly equaling its involvement in federal funds
sold. Additional information on the Bank's borrowing activities is found in
Note 10 to the financial statements.
19
<PAGE>
Capital Resources
- -----------------
While the Company seeks to maximize shareholder value by improving profits,
such efforts are not undertaken without careful consideration of the attendant
risks to both the preservation of shareholders' investments and depositors
funds. Management believes that maintaining adequate levels of capital provides
the best means to balancing these key demands. During 1995 shareholders' equity
grew 7.5% to $13,952,000. This increase is the direct result of the Bank's
record earnings and places capital at 11.04% of assets.
The Federal Reserve's risk-based capital guidelines provide another means
of measuring the Bank's stability by weighting both on-balance-sheet and off-
balance-sheet items based on their degree of risk. As of December 31, 1995 the
Company's risk-based capital ratios were well in excess of the required minimums
as shown in the following table.
<TABLE>
<CAPTION>
Minimum Capital Standard Ratios
- --------------------------------------------------------------------------------
Citizens
Financial Corp. Regulatory
December 31, 1995 Requirements
- --------------------------------------------------------------------------------
<S> <C> <C>
Total capital to
risk-weighted assets............... 18.10% 8.0%
Tier 1 capital to
risk-weighted assets............... 16.85% 4.0%
Tier 1 capital to
adjusted total assets.............. 10.74% 3.0%
</TABLE>
The book value of the Company increased in 1995 to $20.40 per share from
$18.75 as a result of net retained earnings. Although not heavily traded, the
market value of the Company's stock traded in a range from $21.00 per share to
$25.50 per share in 1995. This compares to 1994's range of $20.00 to $23.25 per
share. Dividends also rose in 1995, the fourth straight annual increase, to
$.70 per share from $.60. Each of these measures, book value, market value and
dividends, are record highs for the Company.
The Company has no plans which would significantly alter either its capital
structure or capital level.
Liquidity and Interest Rate Sensitivity
- ---------------------------------------
The objective of the Company's liquidity management program is to ensure
the continuous availability of funds to meet the withdrawal demands of
depositors and the credit needs of borrowers. The basis of Citizens' liquidity
comes from the stability of its core deposits. Liquidity is also available
through the available for sale securities portfolio, held to maturity securities
due within one year, and short-term funds such as federal funds sold. At
December 31, 1995 these sources totaled $27,709,000 or 21.9% of total assets.
In addition, liquidity may be generated through loan repayments and over
$23,000,000 of available borrowing arrangements with correspondent banks.
Management believes the liquidity of the Bank is sufficient to satisfy all
anticipated demands. Details on both the sources and uses of cash are presented
in the Statements of Cash Flows contained in the financial statements.
The objective of the Company's interest rate sensitivity management
program, also know as asset/liability management, is to maximize net interest
income while minimizing the risk of adverse effects from changing interest
20
<PAGE>
rates. This is done by controlling the mix and maturities of interest sensitive
assets and liabilities. The Bank has established an asset/liability committee
for this purpose.
One common interest rate risk measure is the gap, or the difference between
rate sensitive assets and rate sensitive liabilities. A positive gap occurs
when rate sensitive assets exceed rate sensitive liabilities. This tends to be
beneficial in rising interest rate environments. A negative gap refers to the
opposite situation and tends to be beneficial in declining interest rate
environments. The following table presents an analysis of the Company's
interest rate sensitivity as measured by the gap at December 31, 1995. This
information includes various assumptions and estimates regarding the maturity
and prepayment patterns of certain instruments.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
GAP ANALYSIS
December 31, 1995
One to Over
(in thousands of dollars) 0-90 91-180 181-365 Five Five
Days Days Days Years Years
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest sensitive assets
Federal funds sold....... $ 3,025 $ 0 $ 0 $ 0 $ 0
Securities............... 4,559 5,615 9,291 12,922 1,987
Loans, net of unearned
interest................ 16,877 14,193 30,515 20,498 1,734
------ ------ ------ ------ ------
Total interest
sensitive assets..... 24,461 19,808 39,806 33,420 3,721
Interest sensitive
liabilities
Deposits................. 57,020 6,328 5,577 26,190 0
Other borrowings......... 1,591 1 2 19 312
------ ------ ------ ------ ------
Total interest
sensitive
liabilities....... 58,611 6,329 5,579 26,209 312
------ ------ ------ ------ ------
GAP...................... $(34,150) $ 13,479 $34,227 $ 7,211 $ 3,409
======= ======= ====== ====== ======
Cumulative GAP........... $(34,150) $(20,671) $13,556 $20,767 $24,176
======= ======= ====== ====== ======
GAP to sensitive
assets ratio........... (28.17)% 11.12% 28.24% 5.95% 2.81%
Cumulative GAP to
sensitive ratio....... (28.17)% (17.05)% 11.19% 17.14% 19.95%
</TABLE>
The preceding table reflects the Company's cumulative net interest
sensitive position, or gap, as $(34,150,000) through three months, $(20,671,000)
through six months and $13,556,000 through one year. Thus, the Bank has a
positive one year gap of $13,556,000, or 11.19% of sensitive assets. This asset
sensitive position suggests that should interest rates fall in the next year net
interest income may be reduced while rising interest rates could have the
opposite effect. The Company may reduce its degree of asset sensitivity by
lengthening the repricing horizons of its assets, primarily by lengthening the
maturities of its security portfolio, or by encouraging depositors to accept
short-term deposit products. The large negative gap in the 0-90 day category is
due to the placement of $47.6 million of savings, money market and checking plus
deposits in this position. Interest rates on these deposits are determined by
management and can be changed at any time. Management's ability to manage these
rates in a beneficial manner has a significant impact on net interest income.
It should be noted that the gap analysis presented above is a static
analysis as of December 31, 1995. As such, it does not consider variables such
as future loan and deposit volumes, mixes or interest rates.
21
<PAGE>
Impact of Inflation
- -------------------
The consolidated financial statements and related data included in this
report were prepared in accordance with generally accepted accounting
principles, which require the Company's financial position and results of
operations to be measured in terms of historical dollars. Consequently, the
relative value of money generally is not considered. Nearly all of the
Company's assets and liabilities are monetary in nature and, as a result,
interest rates and competition in the market area tend to have a more
significant impact on the Company's performance than the effect of inflation.
22
<PAGE>
Item 8. Financial Statements and Supplementary Data
- ----------------------------------------------------
Financial statements required by this item are presented below:
CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED BALANCE SHEETS
December 31, 1995 and 1994
ASSETS 1995 1994
------------ ------------
<S> <C> <C>
Cash and due from banks $ 2,922,496 $ 3,183,892
Federal funds sold 3,025,000 -
Securities available for sale 5,758,480 539,200
Securities held to maturity (estimated fair value
$28,871,676 and $47,712,441, respectively) 28,615,056 49,008,594
Loans, less allowance for loan losses of $1,035,797 and
$1,000,000 respectively 82,780,706 67,715,647
Bank premises and equipment, net 1,323,009 1,533,519
Accrued interest receivable 1,131,347 1,241,225
Other assets 793,859 705,237
------------ ------------
Total assets $126,349,953 $123,927,314
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Deposits:
Noninterest bearing $ 14,555,405 $ 14,544,573
Interest bearing 95,115,270 93,518,698
------------ ------------
Total deposits 109,670,675 108,063,271
Short-term borrowings 1,590,207 2,131,082
Long-term borrowings 334,381 202,966
Other liabilities 803,184 553,821
------------ ------------
Total liabilities 112,398,447 110,951,140
------------ ------------
Commitments and contingencies
Shareholders' equity
Common stock, $2.00 par value, authorized
1,250,000 shares, issued 750,000 shares 1,500,000 1,500,000
Additional paid-in capital 2,100,000 2,100,000
Retained earnings 11,297,042 10,151,202
Net unrealized gain on securities 9,827 -
Treasury stock at cost, 66,212 and
58,080 shares, respectively (955,363) (775,028)
------------ ------------
Total shareholders' equity 13,951,506 12,976,174
------------ ------------
Total liabilities and shareholders' equity $126,349,953 $123,927,314
============ ============
</TABLE>
See Notes to Consolidated Financial Statements
23
<PAGE>
CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME
For The Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Interest income
Interest and fees on loans $7,000,290 $5,672,148 $5,516,643
Interest and dividends on securities:
Taxable 2,149,688 2,521,815 2,556,057
Tax-exempt 289,205 192,414 328,101
Interest on Federal funds sold 36,158 100,042 155,331
---------- ---------- ----------
Total interest income 9,475,341 8,486,419 8,556,132
---------- ---------- ----------
Interest expense
Interest on deposits 3,408,802 3,059,125 3,471,121
Interest on short-term borrowings 114,748 69,281 84,279
Interest on long-term borrowings 6,411 2,131 1,587
---------- ---------- ----------
Total interest expense 3,529,961 3,130,537 3,556,987
---------- ---------- ----------
Net interest income 5,945,380 5,355,882 4,999,145
Provision for loan losses 60,000 48,549 90,311
---------- ---------- ----------
Net interest income after provision
for loan losses 5,885,380 5,307,333 4,908,834
---------- ---------- ----------
Other income
Trust income 84,969 113,678 76,072
Service fees 257,510 224,569 172,299
Insurance commissions 28,370 28,843 34,419
Securities gains 6,552 1,913 5,392
Other 98,163 48,592 80,374
---------- ---------- ----------
Total other income 475,564 417,595 368,556
---------- ---------- ----------
Other expense
Salaries and employee benefits 1,981,114 1,978,310 1,848,397
Net occupancy expense 274,654 266,616 251,127
Equipment rentals, depreciation and maintenance 279,444 276,369 262,590
Data processing 320,938 323,805 295,473
Advertising 86,465 87,324 79,807
FDIC insurance 125,728 246,711 238,302
Other 844,176 837,321 795,994
---------- ---------- ----------
Total other expense 3,912,519 4,016,456 3,771,690
---------- ---------- ----------
Income before income taxes and cumulative effect
of change in accounting principle 2,448,425 1,708,472 1,505,700
Income tax expense 822,583 598,857 482,344
---------- ---------- ----------
Income before cumulative effect of change
in accounting principle 1,625,842 1,109,615 1,023,356
Cumulative effect of change in
accounting for income taxes - - 116,243
---------- ---------- ----------
Net income $1,625,842 $1,109,615 $1,139,599
========== ========== ==========
</TABLE>
(Continued)
24
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF INCOME - Continued
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Earnings per common share
Income before cumulative effect of change
in accounting principle $ 2.36 $ 1.60 $ 1.48
Cumulative effect of change in
accounting for income taxes - - .17
-------- -------- --------
Net income $ 2.36 $ 1.60 $ 1.65
======== ======== ========
Average common shares outstanding 687,598 691,920 691,920
======== ======== ========
</TABLE>
See Notes to Consolidated Financial Statements
25
<PAGE>
CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 1,625,842 $ 1,109,615 $ 1,139,599
Adjustments to reconcile net income to net
cash provided by operating activities:
Cumulative effect of change in
accounting for income taxes - - (116,243)
Depreciation 249,242 249,860 246,978
Provision for loan losses 60,000 48,549 90,311
Deferred income tax expense (benefits) (21,417) (41,005) 8,200
Amortization of security premiums, net
of accretion of security discounts 604,456 735,849 569,079
Amortization of organization costs 63,400 63,400 63,400
Securities gains (6,552) (1,913) (5,392)
Other (gains) losses (18,397) 2,270 (6,777)
Decrease (increase) in accrued interest receivable 109,878 (30,595) (97,112)
(Increase) decrease in other assets (135,160) 8,426 18,978
Increase (decrease) in other liabilities 249,363 92,836 (117,073)
------------ ------------ ------------
Net cash provided by operating activities 2,780,655 2,237,292 1,793,948
------------ ------------ ------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities
held to maturity 16,837,100 11,107,500 12,166,200
Principal payments received on securities
held to maturity 263,635 841,606 4,970,473
Purchases of securities held to maturity (515,000) (13,928,645) (24,346,737)
Proceeds from maturities and calls of securities
available for sale 26,400 - -
Purchases of securities available for sale (2,019,803) (63,300) -
Loans made to customers, net (17,628,497) (220,635) (4,082,029)
Proceeds from sale of loans 2,547,590 - -
Purchases of bank premises and equipment (44,572) (71,378) (135,274)
Purchase of insurance contracts (70,911) - -
Proceeds from sale of other real estate and other assets 49,400 3,250 279,209
------------ ------------ ------------
Net cash used in investing activities (554,658) (2,331,602) (11,148,158)
------------ ------------ ------------
</TABLE>
(Continued)
26
<PAGE>
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CASH FLOWS - Continued
For the Years Ended December 31, 1995, 1994 and 1993
1995 1994 1993
------------- ------------- -------------
<S> <C> <C> <C>
CASH FLOWS FROM FINANCING ACTIVITIES
Net (decrease) increase in demand deposit, NOW, money
market and savings accounts (2,446,848) (3,841,956) 6,856,503
Net increase (decrease) in time deposits 4,054,252 (82,630) (765,571)
Net (decrease) increase in short-term borrowings (540,875) 432,745 (885,609)
Proceeds from long-term borrowings 133,395 56,569 -
Repayments of long-term borrowings (1,980) (287) -
Dividends paid (480,002) (415,152) (401,314)
Acquisition of treasury stock (180,335) - -
----------- ----------- -----------
Net cash provided by (used in) financing activities 537,607 (3,850,711) 4,804,009
----------- ----------- -----------
Increase (decrease) in cash and cash equivalents 2,763,604 (3,945,021) (4,550,201)
Cash and cash equivalents:
Beginning 3,183,892 7,128,913 11,679,114
----------- ----------- -----------
Ending $ 5,947,496 $ 3,183,892 $ 7,128,913
=========== =========== ===========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash payments for:
Interest paid to depositors and on other
borrowings $ 3,423,712 $ 3,150,790 $ 3,603,183
=========== =========== ===========
Income taxes $ 800,526 $ 628,692 $ 607,057
=========== =========== ===========
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
AND FINANCING ACTIVITIES
Other real estate and other assets acquired in
settlement of loans $ 55,700 $ 3,250 $ 80,482
=========== =========== ===========
</TABLE>
See Notes to Consolidated Financial Statements
27
<PAGE>
CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
For the Years Ended December 31, 1995, 1994 and 1993
Net Total
Common Stock Additional Unrealized Share
------------------- Paid-In Retained Gain on Treasury holders'
Shares Amount Capital Earnings Securities Stock Equity
------- ---------- ---------- ------------ ---------- ---------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1992 750,000 $1,500,000 $2,100,000 $ 8,718,454 $ - $(775,028) $11,543,426
Net income - - - 1,139,599 - - 1,139,599
Cash dividends declared
($.58 per share) - - - (401,314) - - (401,314)
------- ---------- ---------- ----------- ---------- --------- -----------
Balance, December 31, 1993 750,000 1,500,000 2,100,000 9,456,739 - (775,028) 12,281,711
Net income - - - 1,109,615 - - 1,109,615
Cash dividends declared
($.60 per share) - - - (415,152) - - (415,152)
------- ---------- ---------- ----------- ---------- --------- -----------
Balance, December 31, 1994 750,000 - - 10,151,202 - (775,028) 12,976,174
Net income - - - 1,625,842 - - 1,625,842
Cost of 8,132 shares
acquired as
treasury stock - - - - - (180,335) (180,335)
Cash dividends declared
($.70 per share) - - - (480,002) - - (480,002)
Net change in unrealized
gain on securities - - - - 9,827 - 9,827
------- ---------- ---------- ----------- ---------- --------- -----------
Balance, December 31, 1995 750,000 $1,500,000 $2,100,000 $11,297,042 $ 9,827 $(955,363) $13,951,506
======= ========== ========== =========== ========== ========= ===========
</TABLE>
See Notes to Consolidated Financial Statements
28
<PAGE>
CITIZENS FINANCIAL CORP.
AND SUBSIDIARY
Notes to Consolidated Financial Statements
Note 1. Significant accounting policies:
The accounting and reporting policies of Citizens Financial Corp. and its
wholly owned subsidiary conform to generally accepted accounting principles and
to general practices within the banking industry. The preparation of financial
statements in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates. The following is a summary of the more significant accounting
policies.
Principles of consolidation: The accompanying consolidated financial
statements include the accounts of Citizens Financial Corp. and its wholly owned
subsidiary, Citizens National Bank. All significant intercompany accounts and
transactions have been eliminated in consolidation.
Presentation of cash flows: For purposes of reporting cash flows, cash and
cash equivalents includes cash on hand, balances due from banks (including cash
items in process of clearing) and Federal funds sold. Cash flows from demand
deposits, NOW accounts and savings accounts are reported net since their
original maturities are less than three months. Cash flows from loans and
certificates of deposit and other time deposits are also reported net.
Securities: Effective January 1, 1994, the Company adopted Statement of
Financial Accounting Standards No. 115, "Accounting for Certain Investments in
Debt and Equity Securities" (SFAS No. 115). Under SFAS No. 115, securities are
classified as "held to maturity", "available for sale" or "trading". The
appropriate classification is determined at the time of purchase of each
security and re-evaluated at each reporting date.
Securities held to maturity - Debt securities for which the Company has the
---------------------------
positive intent and ability to hold to maturity are reported at cost, adjusted
for amortization of premiums and accretion of discounts.
Securities available for sale - Securities not classified as "held to
-----------------------------
maturity" or as "trading" are classified as "available for sale". Securities
classified as "available for sale" are those securities the Company intends to
hold for an indefinite period of time, but not necessarily to maturity.
"Available for sale" securities are reported at fair value. Unrealized gains or
losses, adjusted for applicable income taxes are reported as a separate
component of shareholders' equity.
Trading securities - There are no securities classified as "trading" in the
------------------
accompanying financial statements.
Realized gains and losses on sales of securities are recognized on the
specific identification method. Amortization of premiums and accretion of
discounts are computed using the interest method.
Loans and allowance for loan losses: Loans are stated at the amount of unpaid
principal, reduced by unearned discount and an allowance for loan losses.
Interest is recognized on an amortized basis.
The allowance for loan losses is maintained at a level considered adequate to
provide for losses that can be reasonably anticipated. The allowance is
increased by provisions charged to operating expense and reduced by net charge-
offs. The subsidiary bank makes continuous credit reviews of the loan portfolio
and considers current economic conditions, historical loan loss experience,
review of specific problem loans and other factors in determining the adequacy
of the allowance for loan losses. Loans are charged against the allowance for
loan losses when management believes that the collectibility of the principal is
unlikely.
29
<PAGE>
In 1995, the Company adopted Statements of Financial Accounting Standards Nos.
114 and 118 (SFAS Nos. 114 and 118) "Accounting by Creditors for Impairment of a
Loan" and "Accounting by Creditors for Impairment of a Loan-Income Recognition
and Disclosure", respectively. Under SFAS Nos. 114 and 118, a loan is impaired
when, based on current information and events, it is probable that the Company
will be unable to collect all amounts due in accordance with the contractual
terms of the specific loan agreement. Impaired loans, other than certain large
groups of smaller-balance homogeneous loans that are collectively evaluated for
impairment, are required to be reported at the present value of expected future
cash flows discounted using the loan's original effective interest rate or,
alternatively, at the loan's observable market price, or at the fair value of
the loan's collateral if the loan is collateral dependent. The method selected
to measure impairment is made on a loan-by-loan basis, unless foreclosure is
deemed to be probable, in which case the fair value of the collateral method is
used. The implementation of SFAS Nos. 114 and 118 did not have a significant
impact on the accompanying financial statements.
Interest is accrued daily on impaired loans unless the loan is placed on non-
accrual status. Impaired loans are placed on non-accrual status when the
payments of principal and interest are in default for a period of 90 days,
unless the loan is both well-secured and in the process of collection. Interest
on non-accrual loans is recognized primarily using the cost-recovering method.
Loan origination fees and certain direct loan origination costs are deferred
and amortized as adjustments of the related loan yield over its contractual
life.
Bank premises and equipment: Bank premises and equipment are stated at cost
less accumulated depreciation. Depreciation is computed primarily by the
straight-line method over the estimated useful lives of the assets. Repairs and
maintenance expenditures are charged to operating expense as incurred. Major
improvements and additions to premises and equipment are capitalized.
Other real estate: Other real estate consists of real estate held for resale
which was acquired through foreclosure on loans secured by such real estate. At
the time of acquisition, these properties are recorded at the lower of cost or
appraised market value with any writedown being charged to the allowance for
loan losses. Expenses incurred in connection with operating these properties
are charged to operating expense. Gains and losses on the sales of these
properties are credited or charged to operating income in the year of the
transaction.
Sales of these properties which are financed by the subsidiary bank and meet
the criteria of covered transactions remain classified as other real estate
until such time as principal payments have been received to warrant
classification as a real estate loan.
Organization costs: Organization costs are being amortized on a straight-line
basis over a period of fifteen years. Unamortized organization costs totaled
$195,483 at December 31, 1995.
Pension plan: The subsidiary bank has a defined benefit pension plan covering
substantially all employees. Pension costs are actuarially determined and
charged to expense.
Postretirement benefits: The subsidiary bank provides certain health care and
life insurance benefits for all retired employees that meet certain eligibility
requirements. During 1993, the Company adopted Statement of Financial
Accounting Standards No. 106, "Employers' Accounting for Postretirement Benefits
other than Pensions" (SFAS No. 106) to account for its share of the costs of
those benefits. Under SFAS No. 106, the Company's share of the estimated costs
that will be paid after retirement is generally being accrued by charges to
expense over the employees' active service periods to the dates they are fully
eligible for benefits, except that the Company's unfunded cost at January 1,
1993 is being accrued primarily on a straight-line basis through the year ending
2013.
Income taxes: During 1993, the Company adopted the provisions of Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS No.
109), which changed the criteria for measuring the provisions for income taxes
and recognizing deferred tax assets and liabilities. Deferred tax assets and
liabilities are determined based on differences between the financial statement
and tax bases of assets and liabilities that will result in taxable or
deductible amounts in the future based on enacted tax laws and rates applicable
to the periods in which the differences are expected to affect taxable income.
Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.
30
<PAGE>
Valuation allowances are established when deemed necessary to reduce deferred
tax assets to the amount expected to be realized.
The consolidated provision for income taxes includes Federal and state income
taxes and is based on pretax income reported in the consolidated financial
statements, adjusted for transactions that may never enter into the computation
of income taxes payable.
Earnings per share: Earnings per common share are computed based upon the
weighted average shares outstanding. The weighted average shares outstanding
were 687,598, 691,920 and 691,920 for the years ended December 31, 1995, 1994
and 1993, respectively.
Trust department: Assets held in an agency or fiduciary capacity by the
subsidiary bank's trust department are not assets of the Bank and are not
included in the accompanying balance sheets. Trust department income is
recognized on the cash basis in accordance with customary banking practice.
Reporting such income on a cash basis rather than the accrual basis does not
affect net income materially.
Note 2. Cash Concentrations
At December 31, 1995, the subsidiary bank had a concentration totaling
$3,075,518 with Mellon Bank, NA, which consisted of a due from bank balance and
Federal funds sold. At December 31, 1994, the subsidiary bank had no such
concentrations.
Note 3. Securities
In connection with the adoption of SFAS No. 115, certain securities totaling
$475,900 (at amortized cost) were classified as available for sale. The
adoption of SFAS No. 115 had no impact on the Company's assets, shareholders'
equity or net income.
During 1995, concurrent with the adoption of the Special Report "A Guide to
Implementation of Statement 115 on Accounting for Certain Investments in Debt
and Equity Securities" issued by the Financial Accounting Standards Board, the
Company reassessed the classifications of its securities and transferred
securities with amortized cost of $3,210,789 and estimated fair value of
$3,206,221 from the held to maturity category to the available for sale
category. Accordingly, shareholders' equity was decreased $2,809, net of
deferred income taxes of $1,759, to reflect the net unrealized holding loss on
such securities. This reclassification did not have an impact on the
accompanying statements of income.
The amortized cost, unrealized gains, unrealized losses and estimated fair
values of securities at December 31, 1995 and 1994, are summarized as follows:
<TABLE>
<CAPTION>
1995
--------------------------------------------
Carrying
Value Unrealized Estimated
(Amortized ----------------- Fair
Cost) Gains Losses Value
------------ -------- ------- -----------
<S> <C> <C> <C> <C>
Held to maturity:
U.S. Treasury securities $10,043,914 $ 82,645 $ 4,999 $10,121,560
U.S. Government agencies and corporations 4,034,272 33,806 1,591 4,066,487
Mortgage backed securities - U.S. Government
agencies and corporations 1,498,944 28,496 - 1,527,440
Corporate debt securities 8,060,876 43,244 19,220 8,084,900
----------- -------- ------- -----------
Total taxable 23,638,006 188,191 25,810 23,800,387
Tax-exempt state and political subdivisions 4,977,050 111,162 16,923 5,071,289
----------- -------- ------- -----------
Total securities held to maturity $28,615,056 $299,353 $42,733 $28,871,676
=========== ======== ======= ===========
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
Carrying
Value
Unrealized (Estimated
Amortized ---------------------- Fair
Cost Gains Losses Value)
----------- ---------- ---------- ------------
<S> <C> <C> <C> <C>
Available for sale:
U.S. Government agencies and corporations $ 4,040,824 $ 29,572 $ - $ 4,070,396
Mortgage-backed securities - U.S. Government
agencies and corporations 1,188,877 - 13,593 1,175,284
Federal Reserve Bank stock 108,000 - - 108,000
Federal Home Loan Bank stock 404,800 - - 404,800
----------- ---------- ---------- -----------
Total securities available for sale $ 5,742,501 $ 29,572 $ 13,593 $ 5,758,480
=========== ========== ========== ===========
<CAPTION>
1994
------------------------------------------------
Unrealized Estimated
Carrying ---------------------- Fair
Value Gains Losses Value
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Held to maturity:
U.S. Treasury securities $15,207,711 $ 4,622 $ 301,083 $14,911,250
U.S. Government agencies and corporations 9,145,718 4,543 325,551 8,824,710
Mortgage backed securities - U.S. Government
agencies and corporations 2,946,517 - 135,898 2,810,619
Corporate debt securities 16,427,487 926 468,010 15,960,403
----------- ---------- ---------- -----------
Total taxable 43,727,433 10,091 1,230,542 42,506,982
----------- ---------- ---------- -----------
Tax-exempt state and political subdivisions 5,281,161 48,053 123,755 5,205,459
----------- ---------- ---------- -----------
Total securities held to maturity $49,008,594 $58,144 $1,354,297 $47,712,441
=========== ========== ========== ===========
<CAPTION>
Carrying
Value
Unrealized (Estimated
Amortized ---------------------- Fair
Cost Gains Losses Value)
----------- ---------- ---------- -----------
<S> <C> <C> <C> <C>
Available for sale:
Federal Reserve Bank Stock $ 108,000 $ - $ - $ 108,000
Federal Home Loan Bank Stock 431,200 - - 431,200
----------- ---------- ---------- -----------
Total securities available for sale $ 539,200 $ - $ - $ 539,200
=========== ========== ========== ===========
</TABLE>
The maturities amortized cost and estimated fair values of the Company's
securities at December 31, 1995 are summarized as follows:
<TABLE>
<CAPTION>
Held to Maturity Available for Sale
------------------------------ -------------------------------
Carrying
Carrying Value
Value Estimated (Estimated
(Amortized Fair Amortized Fair
Cost) Value Cost Value)
------------ ---------------- ------------------ -----------
<S> <C> <C> <C> <C>
Due within one year $18,925,717 $18,991,222 $ 545,356 $ 539,518
Due after one through five years 8,216,157 8,373,909 4,684,345 4,706,162
Due after five through ten years 1,473,182 1,506,545 - -
Due after ten years - - - -
Equity securities - - 512,800 512,800
----------- ----------- ---------- ----------
Total $28,615,056 $28,871,676 $5,742,501 $5,758,480
=========== =========== ========== ==========
</TABLE>
32
<PAGE>
Mortgage-backed securities having remaining contractual maturities ranging
from 1 to 6 years have been allocated in the above maturity categories based on
their anticipated average lives to maturity, which range from 1 to 2 years.
The proceeds from sales, calls and maturities of securities, including
principal payments received on mortgage-backed securities and the related gross
gains and losses realized are as follows:
<TABLE>
<CAPTION>
Proceeds From Gross Realized
--------------------------------- ----------------
Years Ended Calls and Principal
December 31, Sales Maturities Payments Gains Losses
- ------------------------------------- -------- ----------- ---------- ------- ------
<S> <C> <C> <C> <C> <C>
1995
Securities held to maturity $ - $16,837,100 $ 263,635 $ 6,643 $ 91
Securities available for sale - 26,400 - - -
-------- ----------- ---------- ------- ------
$ - $16,863,500 $ 263,635 $ 6,643 $ 91
======== =========== ========== ======= ======
1994
Securities held to maturity $ - $11,107,500 $ 841,606 $ 2,516 $ 603
======== =========== ========== ======= ======
1993 $ - $12,166,200 $4,970,473 $13,048 $7,656
======== =========== ========== ======= ======
</TABLE>
At December 31, 1995 and 1994, securities carried at $6,523,349 and
$5,157,985, respectively, with estimated fair values of $6,564,476 and
$5,027,292, respectively, were pledged to secure public deposits, securities
sold under agreements to repurchase, and for other purposes required or
permitted by law.
Included in corporate debt securities at December 31, 1995, are obligations of
financial services industry companies with global operations with an approximate
carrying value of $6,041,113 and an estimated fair value of $6,074,100.
Note 4. Loans
Loans are summarized as follows:
<TABLE>
<CAPTION>
December 31,
------------------------
1995 1994
----------- -----------
<S> <C> <C>
Commercial, financial and agricultural $10,999,369 $ 6,855,740
Real estate - construction 1,734,406 734,044
Real estate - mortgage 52,019,535 49,443,631
Installment loans 18,041,801 11,638,920
Credit card loans 810,451 -
Other 53,624 49,110
----------- -----------
Total loans 83,659,186 68,721,445
Net deferred loan origination costs 195,600 35,816
Less unearned income 38,283 41,614
----------- -----------
Total loans net of unearned income and net
deferred loan origination costs 83,816,503 68,715,647
Less allowance for loan losses 1,035,797 1,000,000
----------- -----------
Loans, net $82,780,706 $67,715,647
=========== ===========
</TABLE>
Included in the above balance of net loans are nonaccrual loans amounting to
$213,316 and $281,629 at December 31, 1995 and 1994, respectively. If interest
on nonaccrual loans had been accrued, such income would have approximated
$7,297, $41,725 and $0 for the years ended December 31, 1995, 1994 and 1993,
respectively.
In the past, the subsidiary bank has made loans, in the normal course of
business, to its directors, executive officers and their related interests, and
will continue to make such loans in the future. At December 31, 1995 and 1994,
outstanding loans of this nature totaled $3,950,576 and $2,415,857,
respectively.
33
<PAGE>
The following presents the activity with respect to related party loans
aggregating $60,000 or more to directors, executive officers, and their related
interests of Citizens Financial Corp. and subsidiary during the years ended
December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Balance, beginning $ 2,304,469 $ 2,105,825
Additions 4,589,477 2,285,664
Amounts collected (3,119,046) (2,087,020)
----------- -----------
Balance, ending $ 3,774,900 $ 2,304,469
=========== ===========
</TABLE>
Concentrations of credit risk: The Company's subsidiary, Citizens National
Bank, grants installment, commercial and residential loans to customers in
Randolph County, West Virginia, and surrounding counties in striving to maintain
a diversified loan portfolio.
As of December 31, 1995, Citizens National Bank had direct and indirect
extensions of credit to automobile dealers totaling approximately $6,487,669.
These loans consist of automobile floor plan loans, commercial loans generally
secured by liens on the pledges of accounts receivable, inventories or personal
guarantees and indirect installment loans with recourse against dealers to
finance consumer purchases of automobiles. The Bank evaluates each such
customer's credit worthiness on a case-by-case basis. The amount of collateral
obtained is based upon management's credit evaluation.
In addition to the above, the Bank has direct extensions of credit to
individuals and other entities for residences, vacation homes and condominiums
in the ski areas surrounding Randolph County, West Virginia. These loans
totaled approximately $3,802,484 at December 31, 1995, and consist of real
estate installment contracts generally secured by liens on the property. The
Bank evaluates each such customer's credit worthiness on a case-by-case basis.
Note 5. Allowance for Loan Losses
An analysis of the allowance for loan losses for the years ended December 31,
1995, 1994 and 1993, is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Balance, beginning of year $1,000,000 $1,043,314 $ 954,791
---------- ---------- ----------
Losses:
Commercial, financial and agricultural - 30,830 -
Real estate - mortgage 5,495 32,299 29,601
Installment 40,691 34,614 8,992
---------- ---------- ----------
Total 46,186 97,743 38,593
---------- ---------- ----------
Recoveries:
Commercial, financial and agricultural 916 - -
Real estate - mortgage 8,266 - 34,407
Installment 12,801 5,880 2,398
---------- ---------- ----------
Total 21,983 5,880 36,805
---------- ---------- ----------
Net losses 24,203 91,863 1,788
Provision for loan losses 60,000 48,549 90,311
---------- ---------- ----------
Balance, end of year $1,035,797 $1,000,000 $1,043,314
========== ========== ==========
</TABLE>
As explained in Note 1, the Company adopted SFAS Nos. 114 and 118 in 1995.
The Company's total recorded investment in impaired loans at December 31, 1995,
approximated $105,523, for which the related allowance for loan losses
determined in accordance with SFAS Nos. 114 and 118 approximated $0. The
Company's average investment in such loans approximated $107,701 for the year
ended December 31, 1995. All impaired loans at December 31, 1995, were
collateral dependent, and accordingly, the fair value of the loan's collateral
was used to measure the impairment of each.
For purposes of SFAS Nos. 114 and 118, the Company considers groups of
smaller-balance, homogeneous loans to include: mortgage loans secured by
residential property, other than those which significantly exceed the subsidiary
bank's typical residential mortgage loan amount (currently those in excess of
$100,000); small balance commercial loans (currently those less than $50,000);
and installment and credit card loans to individuals, exclusive of those loans
in excess of $50,000.
34
<PAGE>
For the year ended December 31, 1995, the Company recognized approximately
$8,847 in interest income on impaired loans. Using a cash basis-method of
accounting, the Company would have recognized approximately the same amount of
interest income on such loans.
Note 6. Bank Premises and Equipment
The major categories of bank premises and equipment and accumulated
depreciation at December 31, 1995 and 1994, are summarized as follows:
<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Land $ 309,029 $ 309,029
Buildings and improvements 2,634,712 2,640,448
Furniture and equipment 2,192,373 2,153,224
---------- ----------
5,136,114 5,102,701
Less accumulated depreciation 3,813,105 3,569,182
---------- ----------
Bank premises and equipment, net $1,323,009 $1,533,519
========== ==========
</TABLE>
Depreciation expense for the years ended December 31, 1995, 1994 and 1993,
totaled $249,242, $249,860 and $246,978, respectively.
Note 7. Deposits
The following is a summary of interest bearing deposits by type as of
December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
NOW and Super NOW accounts $11,433,593 $10,625,964
Money market accounts 7,491,560 8,133,070
Savings accounts 28,767,251 31,391,050
Certificates of deposit under $100,000 43,649,059 40,674,509
Certificates of deposit of $100,000 or more 3,773,807 2,694,105
----------- -----------
$95,115,270 $93,518,698
=========== ===========
</TABLE>
Interest expense on deposits is summarized below:
<TABLE>
<CAPTION>
1995 1994 1993
----------- ----------- -----------
<S> <C> <C> <C>
NOW and Super NOW accounts $ 257,458 $ 245,712 $ 266,521
Money market accounts 190,659 220,204 254,736
Savings accounts 804,420 884,409 966,253
Certificates of deposit under $100,000 1,965,636 1,573,913 1,890,496
Certificates of deposit of $100,000 or more 190,629 134,887 93,115
----------- ----------- -----------
$ 3,408,802 $ 3,059,125 $ 3,471,121
=========== =========== ===========
</TABLE>
35
<PAGE>
Note 8. Income Taxes
The components of applicable income tax expense (benefit) for the years ended
December 31, 1995, 1994 and 1993, are as follows:
<TABLE>
<CAPTION>
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Current:
Federal $736,000 $557,550 $390,241
State 108,000 82,312 83,903
-------- -------- --------
844,000 639,862 474,144
-------- -------- --------
Deferred
Federal (18,914) (38,195) 19,341
State (2,503) (2,810) (11,141)
-------- -------- --------
(21,417) (41,005) 8,200
-------- -------- --------
Total $822,583 $598,857 $482,344
======== ======== ========
</TABLE>
Deferred income taxes reflect the impact of "temporary differences" between
amounts of assets and liabilities for financial reporting purposes and such
amounts as measured for tax purposes. Deferred tax assets and liabilities
represent the future tax return consequences of temporary differences, which
will either be taxable or deductible when the related assets and liabilities are
recovered or settled.
The tax effects of temporary differences which give rise to the Company's
deferred tax assets and liabilities as of December 31, 1995 and 1994, are as
follows:
<TABLE>
<CAPTION>
1995 1994
---------- ---------
<S> <C> <C>
Deferred tax assets:
Allowance for loan losses $ 247,186 $232,286
Employee benefit plans 62,142 41,030
Accrued income and expenses 22,025 23,697
Depreciation 10,942 -
--------- --------
342,295 297,013
--------- --------
Deferred tax liabilities:
Depreciation - (194)
Deferred net loan origination costs (75,306) (13,789)
Accretion on securities (29,628) (67,086)
Net unrealized gain on securities (6,152) -
--------- --------
(111,086) (81,069)
--------- --------
Net deferred tax asset $ 231,209 $215,944
========= ========
</TABLE>
36
<PAGE>
A reconciliation between the amount of reported income tax expense and the
amount computed by multiplying the statutory income tax rate by book pretax
income for the years ended December 31, 1995, 1994 and 1993, is as follows:
<TABLE>
<CAPTION>
1995 1994 1993
-------------------- ------------------- --------------------
Amount Percent Amount Percent Amount Percent
---------- -------- --------- -------- ---------- --------
<S> <C> <C> <C> <C> <C> <C>
Computed tax at applicable statutory rate $ 832,465 34.0 $580,880 34.0 $ 511,938 34.0
Increase (decrease) in taxes resulting from:
Tax-exempt interest (107,558) (4.4) (65,421) (3.8) (111,554) (7.4)
Amortization of organization costs 21,556 0.9 21,556 1.3 21,556 1.4
State income taxes, net of Federal
tax benefit 71,280 2.9 54,326 3.2 55,376 3.7
Other, net 4,840 0.2 7,516 0.4 5,028 0.3
--------- ---- -------- ---- --------- ----
Applicable income taxes $ 822,583 33.6 $598,857 35.1 $ 482,344 32.0
========= ==== ======== ==== ========= ====
</TABLE>
As permitted under the provisions of SFAS 109, upon adoption, the cumulative
effect of the accounting change on years prior to January 1, 1993 of $116,243 is
included in net income for the year ended December 31, 1993.
Note 9. Employee Benefit Plans
Pension Plan: Citizens National Bank has a defined benefit pension plan
covering all employees who meet the eligibility requirements. To be eligible,
an employee must be 21 years of age and have completed one year of continuous
service. The plan provides benefits based on the participant's years of service
and highest consecutive five year average annual earnings. During 1994, the
Bank amended the Plan's benefit formula to reduce the level of future plan
benefits and made the Plan, which had previously been contributory, non-
contributory. The Bank's funding policy is to make the minimum annual
contribution that is required by applicable regulations.
The components of the pension cost charged to expense for the years ended
December 31, 1995, 1994 and 1993, consisted of the following:
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Service cost $ 50,993 $ 48,109 $ 67,574
Interest cost on projected benefit obligation 160,418 191,872 172,865
Actual return on plan assets (511,401) 11,978 (327,328)
Net amortization and deferral 238,603 (271,189) 80,793
--------- --------- ---------
Net pension cost (benefit) $ (61,387) $ (19,230) $ (6,096)
========= ========= =========
</TABLE>
The following table sets forth the plan's funded status as of December 31,
1995 and 1994, and the amount recognized in the accompanying balance sheets as
of December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
------------ ------------
<S> <C> <C>
Actuarial present value of benefit obligations:
Vested benefits $ 1,749,000 $ 1,677,000
=========== ===========
Accumulated benefits $ 2,014,000 $ 2,014,000
=========== ===========
Projected benefit obligation $(2,288,439) $(2,489,728)
Plan assets at fair value, consisting primarily of U.S.
Government securities and listed common stocks 3,172,457 2,783,860
----------- -----------
Plan assets in excess of projected benefit obligation 884,018 294,132
Unrecognized net gain (394,224) (128,287)
Unrecognized net obligation at transition (185,656) (208,777)
Unrecognized prior service (benefit) cost (241,367) 44,316
----------- -----------
Prepaid pension cost $ 62,771 $ 1,384
=========== ===========
</TABLE>
37
<PAGE>
Assumptions used by the Bank in the determination of pension plan information
consisted of the following:
<TABLE>
<CAPTION>
1995 1994
----- -----
<S> <C> <C>
Weighted average discount rate 7.50% 8.50%
Weighted average rate of compensation increase 6.00% 6.00%
Weighted average expected long-term rate of return on plan assets 8.50% 8.50%
</TABLE>
401(k) Plan: The Bank established a 401(k) profit-sharing plan during 1994
for the benefit of all employees who have attained the age of 21 and completed
one year of continuous service. Participating employees are eligible to
contribute up to 10% of their annual compensation to the Plan. The Bank is
eligible to make discretionary matching contributions in an amount up to 6% of
each participant's annual compensation. In addition, the Bank is also eligible
to make discretionary non-matching contributions to the Plan. Contributions
made to the Plan by the Bank for the years ended December 31, 1995 and 1994,
were $30,000 and $0, respectively.
Postretirement Benefit Plans: Citizens National Bank sponsors a
postretirement health care plan and a postretirement life insurance plan for all
retired employees that meet certain eligibility requirements. Both plans are
contributory with retiree contributions that are adjustable based on various
factors, some of which are discretionary. The plans are unfunded. As discussed
in Note 1, the Company changed its accounting policy with respect to these plans
during 1993.
Net periodic postretirement benefit cost included the following components for
the years ended December 31, 1995 and 1994:
<TABLE>
<CAPTION>
1995 1994
------------------------------ ---------------------------
Health Life Health Life
Care Insurance Care Insurance
Plan Plan Total Plan Plan Total
-------- ---------- -------- ------- --------- -------
<S> <C> <C> <C> <C> <C> <C>
Service cost-benefits
attributable to
service during the year $10,912 $ 1,980 $12,892 $15,245 $ 3,440 $18,685
Interest on accumulated
postretirement
benefit obligation 24,812 4,649 29,461 23,868 5,594 29,462
Amortization of (gain) loss (1,589) (1,301) (2,890) - - -
Amortization of transition
obligation 17,111 3,835 20,946 17,111 3,835 20,946
------- ------- ------- ------- ------- -------
Net postretirement
benefit cost $51,246 $ 9,163 $60,409 $56,224 $12,869 $69,093
======= ======= ======= ======= ======= =======
</TABLE>
38
<PAGE>
The following tables set forth the plans' funded status reconciled with the
obligations recognized in the accompanying balance sheets at December 31, 1995
and 1994:
<TABLE>
<CAPTION>
1995 1994
---------------------------------- ----------------------------------
Health Life Health Life
Care Insurance Care Insurance
Plan Plan Total Plan Plan Total
---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Accumulated postretirement
benefit obligation:
Retirees $(177,590) $(30,394) $(207,984) $(172,415) $(28,471) $(200,886)
Active participants fully
eligible for benefits (33,127) (5,589) (38,716) (32,439) (4,769) (37,208)
Other active participants (175,586) (39,839) (215,425) (128,095) (28,035) (156,130)
--------- -------- --------- --------- -------- ---------
(386,303) (75,822) (462,125) (332,949) (61,275) (394,224)
Plan assets - - - - - -
--------- -------- --------- --------- -------- ---------
Accumulated postretirement
benefit obligation
in excess of plan assets (386,303) (75,822) (462,125) (332,949) (61,275) (394,224)
Unrecognized transition
obligation 290,882 65,187 356,069 307,993 69,022 377,015
Unrecognized net gain (31,594) (15,439) (47,033) (60,153) (28,113) (88,266)
--------- -------- --------- --------- -------- ---------
Accrued postretirement
benefit cost $(127,015) $(26,074) $(153,089) $ (85,109) $(20,366) $(105,475)
========= ======== ========= ========= ======== =========
</TABLE>
The weighted average discount rate used in estimating the accumulated
postretirement benefit obligations of the health care plan and the life
insurance plan at December 31, 1995 and 1994, was 7.00% and 8.00%, respectively.
For measurement purposes, the maximum monthly benefit of $100 payable per
eligible retiree under the postretirement health care plan was assumed with no
future increases. Accordingly, an assumed 1 percentage point annual increase in
health care cost trend rates would not impact the health care plan's accumulated
postretirement benefit obligation at December 31, 1995 or the aggregate of the
service and interest cost components of the health care plan's net
postretirement benefit cost for the year ended December 31, 1995.
Executive Supplemental Income Plan: During 1995, the Bank entered into a non-
qualified supplemental income plan with certain senior officers which provides
participating officers with an income benefit payable at retirement age or
death. The liability accrued for the Executive Supplemental Income Plan at
December 31, 1995, was $60,587 which is included in other liabilities. In
addition, the Bank has purchased certain insurance contracts to fund the
liabilities arising under this plan. At December 31, 1995, the cash surrender
value of these insurance contracts was $63,667, respectively.
Note 10. Other Borrowings
Short-Term Borrowings: The Company's short-term borrowings consist of
securities sold under an agreement to repurchase (repurchase agreement)
involving one customer and advances under a line of credit with the Federal Home
Loan Bank of Pittsburgh (FHLB). The repurchase agreement has a contractual term
of 24 months expiring on June 30, 1997. Interest is paid on the agreement at
67.11% of the Wall Street Journal prime rate.
As a member of the FHLB, the subsidiary bank obtained a $12,598,600 line of
credit under the FHLB's Flexline Program. Borrowings under this arrangement
bear interest at the interest rate posted by the FHLB on the day of the
borrowing and is subject to change daily. This line of credit is secured by a
blanket lien on all unpledged and unencumbered assets of the Bank and expires
January 2, 1997.
39
<PAGE>
The following information is provided relative to these obligations:
<TABLE>
<CAPTION>
1995 1994
------------------------ -----------------------
Repurchase Line of Repurchase Line of
Agreement Credit Agreement Credit
----------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
Amount outstanding at December 31 $1,590,207 $ - $1,226,082 $905,000
Weighted average interest rate at December 31 5.7% - 4.1% 6.6%
Maximum month-end amount outstanding $2,844,630 $2,885,000 $2,913,612 $905,000
Average daily amount outstanding $1,317,888 $ 675,693 $1,685,884 $ 38,463
Weighted average interest rate for the year 5.4% 6.5% 4.1% 5.4%
</TABLE>
Long-Term Borrowings: The Company's long-term borrowings of $334,381 and
$202,966 at December 31, 1995 and 1994, respectively, consisted of advances from
the FHLB under its Affordable Housing Program. These borrowings, which at
December 31, 1995 had an average fixed interest rate of 2.54% and mature in
varying amounts through the year 2014, were used to finance the acquisition of
loans issued by the Randolph County Housing Authority. A summary of the
maturities of these borrowings for the next five years is as follows: $4,033 in
1996; $4,239 in 1997; $4,456 in 1998; $4,684 in 1999; $4,924 in 2000; and
$312,045 due thereafter.
Note 11. Commitments and Contingencies
Reserve Requirements: The subsidiary bank is required to maintain a reserve
balance with the Federal Reserve Bank. At December 31, 1995, $906,000 was
maintained in the reserve balance. The Bank does not earn interest on this
balance.
Litigation: The Company is involved in various legal actions arising in the
ordinary course of business. In the opinion of counsel, the outcome of these
matters will not have a significant adverse effect on the Company.
Financial Instruments With Off-Balance-Sheet Risk: The subsidiary bank is a
party to financial instruments with off-balance-sheet risk in the normal course
of business to meet the financing needs of its customers. These financial
instruments include commitments to extend credit and standby letters of credit.
Those instruments involve, to varying degrees, elements of credit and interest
rate risk in excess of the amount recognized in the consolidated balance sheets.
The contract amounts of those instruments reflect the extent of involvement the
Bank has in particular classes of financial instruments.
<TABLE>
<CAPTION>
Contract Amount
Financial instruments whose contract ----------------------------
amounts represent credit risk 1995 1994
- -------------------------------------- ----------- ---------------
<S> <C> <C>
Commitments to extend credit $16,816,663 $18,072,997
Standby letters of credit 160,000 176,000
----------- -----------
$16,976,663 $18,248,997
=========== ===========
</TABLE>
The Bank's exposure to credit loss in the event of nonperformance by the other
party to the financial instrument for commitments to extend credit and standby
letters of credit is represented by the contractual amount of those instruments.
The Bank uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. The Bank evaluates each customer's credit worthiness
on a case-by-case basis. The amount of collateral obtained, if deemed necessary
by the Bank upon extension of credit, is based on management's credit
evaluation. Collateral held varies but may include accounts receivable,
inventory, equipment or real estate.
40
<PAGE>
Standby letters of credit are conditional commitments issued by the Bank to
guarantee the performance of a customer to a third party. Those guarantees are
primarily issued to support private borrowing arrangements. The credit risk
involved in issuing letters of credit is essentially the same as that involved
in extending loans. These letters of credit are generally uncollateralized.
Note 12. Restrictions on Subsidiary Dividends
The primary source of funds for the dividends paid by Citizens Financial Corp.
is dividends received from its subsidiary, Citizens National Bank. Dividends
paid by the subsidiary bank are subject to restrictions by banking regulations.
The most restrictive provision requires approval by the Office of the
Comptroller of the Currency if dividends declared in any year exceed the year's
net income, as defined, plus the retained net profits of the two preceding
years. During 1996, the net retained profits available for distribution to
Citizens Financial Corp. as dividends without regulatory approval approximate
$1,660,000, plus net income of the subsidiary bank for the interim periods
through the date of declaration.
Note 13. Fair Value of Financial Instruments
The following summarizes the methods and significant assumptions used by the
Company in estimating its fair value disclosures for financial instruments.
Cash and due from banks: The carrying values of cash and due from banks
approximate their estimated fair values.
Federal funds sold: The carrying values of Federal funds sold approximate
their estimated fair values.
Securities: Estimated fair values of securities are based on quoted market
prices, where available. If quoted market prices are not available, estimated
fair values are based on quoted market prices of comparable securities.
Loans: The estimated fair values for loans are computed based on scheduled
future cash flows of principal and interest, discounted at interest rates
currently offered for loans with similar terms to borrowers of similar credit
quality. No prepayments of principal are assumed.
Deposits: The estimated fair values of demand deposits (i.e. noninterest
bearing checking, NOW, Super NOW, money market and savings accounts) and other
variable rate deposits approximate their carrying values. Fair values of fixed
maturity deposits are estimated using a discounted cash flow methodology at
rates currently offered for deposits with similar remaining maturities. Any
intangible value of long-term relationships with depositors is not considered in
estimating the fair values disclosed.
Short-term borrowings: The carrying values of short-term borrowings
approximate their estimated fair values.
Long-term borrowings: The fair values of long-term borrowings are estimated
by discounting scheduled future payments of principal and interest at current
rates available on borrowings with similar terms.
Off-balance sheet instruments: The fair values of commitments to extend
credit and standby letters of credit are estimated using the fees currently
charged to enter into similar agreements, taking into account the remaining
terms of the agreements and the present credit standing of the counterparties.
The amounts of fees currently charged on commitments and standby letters of
credit are deemed insignificant, and therefore, the estimated fair values and
carrying values are not shown below.
41
<PAGE>
The carrying values and estimated fair values of the Company's financial
instruments are summarized below:
<TABLE>
<CAPTION>
December 31, 1995
--------------------------
Estimated
Carrying Fair
Value Value
------------ ------------
<S> <C> <C>
Financial assets:
Cash and due from banks $ 2,922,496 $ 2,922,496
Federal funds sold 3,025,000 3,025,000
Securities available for sale 5,758,480 5,758,480
Securities held to maturity 28,615,056 28,871,676
Loans 82,780,706 82,687,334
------------ ------------
$123,101,738 $123,264,986
============ ============
Financial liabilities:
Deposits $109,670,675 $110,081,055
Short-term borrowings 1,590,207 1,590,207
Long-term borrowings 334,381 334,381
------------ ------------
$111,595,263 $112,005,643
============ ============
</TABLE>
Note 14. Condensed Financial Statements of Parent Company
Information relative to the Parent Company's balance sheets at December 31,
1995 and 1994, and the related statements of income and cash flows for the years
ended December 31, 1995, 1994 and 1993, are presented below.
<TABLE>
<CAPTION>
December 31,
--------------------------
1995 1994
------------ ------------
<S> <C> <C>
Balance Sheets
- --------------
Assets
Cash $ 3,260 $ 3,540
Investment in subsidiary 13,948,246 12,972,634
----------- -----------
Total assets $13,951,506 $12,976,174
=========== ===========
Shareholders' equity
Common stock, $2.00 par value, 1,250,000 shares
authorized; issued 750,000 shares $ 1,500,000 $ 1,500,000
Additional paid-in capital 2,100,000 2,100,000
Retained earnings 11,297,042 10,151,202
Net unrealized gain on securities 9,827 -
Treasury stock at cost, 66,212 and
58,080 shares, respectively (955,363) (775,028)
----------- -----------
Total shareholders' equity $13,951,506 $12,976,174
=========== ===========
</TABLE>
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------
Statements of Income 1995 1994 1993
- -------------------- ----------- ----------- -----------
<S> <C> <C> <C>
Income - dividends from subsidiary $ 665,663 $ 419,400 $ 405,900
Expenses - operating 5,606 4,138 5,538
----------- ----------- -----------
Income before equity in undistributed
income of subsidiary 660,057 415,262 400,362
Equity in undistributed income of subsidiary 965,785 694,353 739,237
----------- ----------- -----------
Net income $ 1,625,842 $ 1,109,615 $ 1,139,599
=========== =========== ===========
</TABLE>
42
<PAGE>
<TABLE>
<CAPTION>
For the Years Ended December 31,
--------------------------------------
Statements of Cash Flows 1995 1994 1993
- ------------------------ ----------- ----------- -----------
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net income $1,625,842 $1,109,615 $1,139,599
Adjustments to reconcile net income to net
cash provided by operating activities:
Equity in undistributed income of subsidiary (965,785) (694,353) (739,237)
---------- ---------- ----------
Cash provided by operating activities 660,057 415,262 400,362
---------- ---------- ----------
Cash Flows from Financing Activities
Dividends paid to shareholders (480,002) (415,152) (401,314)
Acquisition of treasury stock (180,335) - -
---------- ---------- ----------
Cash used in financing activities (660,337) (415,152) (401,314)
---------- ---------- ----------
(Decrease) increase in cash (280) 110 (952)
Cash:
Beginning 3,540 3,430 4,382
---------- ---------- ----------
Ending $ 3,260 $ 3,540 $ 3,430
========== ========== ==========
</TABLE>
43
<PAGE>
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Citizens Financial Corp.
and Subsidiary
Elkins, West Virginia
We have audited the accompanying consolidated balance sheets of Citizens
Financial Corp. and its subsidiary as of December 31, 1995 and 1994, and the
related statements of income, changes in shareholders' equity and cash flows for
the years ended December 31, 1995, 1994 and 1993. These financial statements
are the responsibility of the Company'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.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Citizens
Financial Corp. and its subsidiary as of December 31, 1995 and 1994, and the
results of their operations and cash flows for the years ended December 31,
1995, 1994 and 1993, in conformity with generally accepted accounting
principles.
As more fully described in Notes 1, 8 and 9 to the consolidated financial
statements, the Company changed its methods of accounting for income taxes and
postretirement benefits in 1993.
ARNETT & FOSTER
Charleston, West Virginia
January 19, 1996
44
<PAGE>
Item 9. Changes in and Disagreements with Accountants on Accounting and
- --------------------------------------------------------------------------
Financial Disclosure
--------------------
No reportable items.
PART III
- --------
Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
The following table sets forth the names of the nine persons who have served
as directors of Citizens Financial Corp. for the year ended December 31, 1995,
their ages and principal occupations, the length of their service to Citizens
Financial Corp. and the expiration of their present term.
<TABLE>
<CAPTION>
Principal
Occupation Present
During Past Director Term
Name and Age Five Years Since (1) Expires
- ------------ ---------------- ---------------- ---------------
<S> <C> <C> <C>
Robert N. Alday President, September, 1986 April, 1997
80 Phil Williams
Coal Company
Max L. Armentrout President, September, 1986 April, 1996 (2)
58 Mongold Lumber
Enterprises;
Chairman of the
Board, Citizens
Financial Corp.
Virginia C. Chabut Retired, September, 1986 April, 1998
75 Randolph-
Elkins Public
Health Nurse
Carlo DeMotto President, September, 1986 April, 1998
73 DeMotto
Peerless Coal
Company
Raymond L. Fair Attorney-at-Law September, 1986 April, 1996 (2)
68
John F. Harris Retired, September, 1986 April, 1996 (2)
68 Transportation
Industry; Senior
Vice President,
Citizens National
Bank
Cyrus K. Kump Broker, Kerr June, 1992 April, 1997
49 Real Estate and
Regional Manager,
Cellular One
Emery Thompson, Jr. Retired, September, 1986 April, 1998
70 President and
Chief Executive
Officer, Citizens
National Bank
L. T. Williams President, September, 1986 April, 1996 (2)
64 Elkins Builders
Supply
</TABLE>
45
<PAGE>
(1) All of the above named directors, with the exception of Mr. Alday, have
also served as directors of Citizens National Bank for the past five years
on a continuous basis. Mr. Alday has not served Citizens National Bank in
any official capacity.
(2) Messrs. Armentrout, Fair, Harris and Williams have been nominated to stand
for reelection to an additional 3 year term expiring in April, 1999.
Set forth below are the executive officers of Citizens Financial Corp., their
age, present position and relations that have existed with affiliates and others
during the past five years.
<TABLE>
<CAPTION>
Principal Occupation and
Present Banking Experience During
Name and Age Position the Last Five Years
- ------------ -------------- ----------------------------------
<S> <C> <C>
Max L. Armentrout Chairman of Chairman of the Board,
58 the Board Citizens Financial Corp.;
President, Mongold Lumber
Enterprises
Robert J. Schoonover President and President and Chief Executive
56 Chief Executive Officer, Citizens National Bank
Officer (April 1994 - present); Executive
Vice President, Citizens National
Bank
Raymond L. Fair Vice President Attorney-at-Law; Director,
68 and Secretary Citizens Financial Corp.
Thomas K. Derbyshire Treasurer Vice President and Chief Financial
37 Officer, Citizens National Bank (April
1995 - present) Vice President,
Comptroller, Citizens National Bank
(June 1991 -April 1995); Assistant
Controller, United National Bank
(December 1990 - June 1991) ;
</TABLE>
Item 11. Executive Compensation
- --------------------------------
The executive officers of Citizens Financial Corp. serve without compensation
from the Company. They are, however, compensated by Citizens National Bank for
serving as Bank officers with the exception of Messrs. Armentrout and Fair who
are not employed by the Bank. The following table sets forth the compensation of
the Company's CEO for the years 1995, 1994 and 1993. No executive officers
received total annual salary and bonus exceeding $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Other Annual
Name and Salary Compensation
Principal Position Year $ Bonus $
- ---------------------------- ---- ------- ------------ -------------
<S> <C> <C> <C> <C>
Robert J. Schoonover, 1995 62,302 - 7,434 (3) (4)
President & CEO (1) 1994 58,746 - 1,116 (3) (4)
Emery Thompson, Jr., 1994 25,349 - 372 (3) (4)
President & CEO (2) 1993 61,899 - 6,861 (3) (4)
</TABLE>
(1) Mr. Schoonover was appointed Company President & CEO effective
April 16, 1994.
(2) Mr. Thompson retired from the Company effective April 16, 1994.
(3) The Bank's group life and health insurance program, which is paid for
by the Bank, is made available to all full-time employees and does not
discriminate in favor of directors or officers; however, in accordance with
IRS Code Section 79, the cost of life insurance coverage for an individual
in excess of $50,000 is added to the individual's earnings and is included
in this figure. Also included
46
<PAGE>
in this figure is board fees earned.
(4) The Bank's contributions to the pension plan, a defined benefit plan,
are not and cannot be calculated separately for specific participants. No
contributions were made by the Bank in the years presented. The Bank's
executive supplemental income plan provides retirement benefits conditioned
upon continued employment until retirement or the satisfaction of early
retirement criteria. Participants are deemed to receive no compensation
until such conditions are satisfied.
Neither the Company or the Bank maintain any form of stock option, stock
appreciation rights, or other long-term compensation plans. Directors of the
registrant are compensated for meetings attended in the amount of $100 per
meeting. Directors of the Bank receive $400 per meeting. Under normal
circumstances, the Board of Citizens Financial Corp meets quarterly while the
Citizens National Bank Board meets monthly. Directors who are members of the
Bank's loan committee, which meets weekly, receive $300 per month. In addition,
the chairman of Citizens Financial Corp. receives $1,100 per month for service
in that capacity, while the senior vice-president of the Bank receives $750
monthly for his services. No employment contracts or change in control
arrangements exist between the registrant, it's subsidiary and any executive
officer.
Compensation of the bank's executive officers, including its president, is
determined by the personnel committee. The committee is comprised of five
outside directors. Compensation levels are determined after consideration is
given to net income objectives and cost of living factors. This process is
consistent with that used to determine the compensation levels of all other
employees. No specific criteria exist which relates executive compensation to
corporate performance and executives receive no preferential consideration in
the establishment of compensation.
Pension Benefits
- ----------------
Citizens Financial Corp., having no employees, has no retirement program,
but Citizens National Bank has a pension program for its eligible employees.
This pension plan is a qualified retirement plan and is available to all full-
time employees, including officers, who meet the eligibility requirements.
Directors do not participate in this plan. Pensions for all participants are
based on five-year average final compensation. Annual compensation for the
pension plan includes overtime pay and bonuses. Credits are received for each
year of participation at the following rates: 1 percent of the first $9,600.00
of the 5-year average final compensation and 1.5 percent of such average final
compensation in excess of $9,600.00, all multiplied by years of service up to a
25-year maximum.
The annual pension payable on retirement is the total of the pension
credits for each year of service after age twenty-one and the completion of one
year of service. The pension benefits are payable to participants on a monthly
basis in the form of a joint and 50 percent survivor annuity for all married
participants who do not elect otherwise, or in the form of a single life annuity
for all other participants or survivors. Joint and 100 percent survivorship,
single life annuity or 120 payments guaranteed are other optional forms of
distribution. Contributions made to the pension plan are on an actuarial basis,
with the plan year ending October 31. Pension benefits are not subject to a
deduction for Social Security.
An amendment to the pension plan was adopted by the Citizens National Bank
Board of Directors on July 20, 1988. This amendment modified the existing plan
by the addition of two early retirement options. The options provide a change
from actuarial method to straight 4 percent per year below normal retirement
age, and retirement at age sixty-two with 30 years of service with no reduction
in benefits. A subsequent amendment was adopted by the directors on October 31,
1994. This amendment changed the plan from a contributory plan to a
noncontributory plan and reduced the credit formula from 1.5 percent of the
first $9,600 of the 5-year average final compensation and 2 percent of such
final average compensation in excess of $9,600 to the current 1 percent and 1.5
percent. Concurrent with this amendment the Bank established a 401(k) profit-
sharing plan.
47
<PAGE>
The following table represents the normal pension, beginning at age sixty-
five based upon assumed final pay and years of credited services:
<TABLE>
<CAPTION>
Annual Benefits
----------------------------
15 yrs. 20 yrs. 25 yrs.
Assumed Credited Credited Credited
Remuneration Service Service Service
- -------------- -------- -------- --------
<S> <C> <C> <C>
$20,000 $ 3,780 $ 5,040 $ 6,300
40,000 8,280 11,040 13,800
60,000 12,780 17,040 21,300
80,000 17,280 23,040 28,800
</TABLE>
The estimated credited years of service for the executive officers of
Citizens Financial Corp. in the pension plan of Citizens National Bank are as
follows:
Years of Credited Service*
--------------------------
Robert J. Schoonover 9
Thomas K. Derbyshire 4
* Max L. Armentrout and Raymond L. Fair are not participants in the pension
plan of Citizens National Bank.
401-(k) Plan
- ------------
The Bank established a 401-(k) profit-sharing plan during 1994 for the
benefit of all employees who have attained the age of 21 and completed one year
of continuous service. Participating employees are eligible to contribute up to
10% of their annual compensation to the plan. The Bank is eligible to make
discretionary matching contributions in an amount up to 6% of each participants
annual compensation. In addition, the Bank is also eligible to make
discretionary non-matching contributions to the plan. During the year ended
December 31, 1995, such discretionary non-matching contributions totaled
$30,000. No contributions were made to the plan by the Bank for the year ended
December 31, 1994.
Executive Supplemental Income Plan
- ----------------------------------
During 1995 the Bank entered into a non-qualified supplemental income plan
with certain senior officers. This plan provides participating officers with
retirement income benefits conditioned upon continued employment with the Bank
until reaching the retirement age of 65 or the age of 62 with 30 years of
service. Such benefits are payable to the participant, or their beneficiary, in
180 equal monthly installments. In the event the participant should die before
attaining retirement age but after reaching age 55 with 15 years of service, or
age 60, lump sum death benefits equal to the participants' deferred compensation
amount are paid to the beneficiary. Should death occur prior to the above
described conditions the death benefit is reduced by 50 percent. The
liabilities arising under this plan are funded by certain insurance contracts
purchased by the Bank.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
The following table lists each shareholder who is the beneficial owner of
more than 5% of the Company's common stock, the only class of stock outstanding,
as of February 29, 1995.
<TABLE>
<CAPTION>
Name and Address Amount and Nature of Percent
of Beneficial Owner Beneficial Ownership of Class
- ------------------------------- -------------------- ---------
<S> <C> <C>
Legg Mason Wood Walker, Inc. 45,283 6.62%
P. O. Box 1476
Baltimore, MD 21203-1476
</TABLE>
48
<PAGE>
The following table sets forth the amount and percentage of stock of
Citizens Financial Corp. beneficially owned by each director and executive
officer of the Company, and by all directors and executive officers as a group,
as of February 29, 1995.
<TABLE>
<CAPTION>
Shares of Stock Beneficially Owned
-------------------------------------------------------------- Percent of
Name Direct Indirect Total Ownership
- ---------------------------------------------- ------------------ ---------------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Robert N. Alday 500 30,900(1) 31,400 4.59%
Max L. Armentrout 13,400 4,075(2) 17,475 2.56
Virginia C. Chabut 6,500 - 6,500 .95
Carlo DeMotto 12,630 15,050(3) 27,680 4.05
Raymond L. Fair 3,750 4,200(4) 7,950 1.16
John F. Harris 500 5,500(5) 6,000 .88
Cyrus K. Kump 505 10,250(6) 10,755 1.57
Robert J. Schoonover 500 100(7) 600 .09
Emery Thompson, Jr. 500 18,580(8) 19,080 2.77
L. T. Williams 1,250 500(9) 1,750 .25
Thomas K. Derbyshire 70 0 70 .01
All Directors and
executive officers
as a group 40,105 89,155 129,260 18.90
</TABLE>
(1) Mr. Alday's indirect ownership includes 17,500 shares owned by his wife and
13,400 shares which he votes for the Phil Williams Coal Company.
(2) Mr. Armentrout's indirect ownership includes 3,700 shares owned by his wife
and 375 shares owned by his daughter.
(3) These 15,050 shares are owned by DeMotto Peerless Coal Company and are
voted by Mr. DeMotto.
(4) These 4,200 shares are owned by Mr. Fair's wife.
(5) These 5,500 shares are jointly owned by Mr. Harris and his wife.
(6) Mr. Kump's indirect ownership includes 8,500 shares owned by his mother,
750 shares owned by his wife and 1,505 held by his wife as custodian for
their children.
(7) These 100 shares are owned jointly by Mr. Schoonover and his wife.
(8) Mr. Thompson's indirect ownership includes 13,580 shares which are jointly
owned with his wife, 4,500 owned solely by his wife and 500 shares jointly
owned by his wife and brother-in-law.
(9) These 500 shares are owned by Mr. Williams' wife.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Management personnel of Citizens Financial Corp. have had and expect to
continue to have banking transactions with Citizens National Bank in the
ordinary course of business. Extensions of credit to such persons are made in
the ordinary course of business on substantially the same terms, including
interest rates and collateral, as those prevailing at the time for comparable
transactions with other persons. It is the opinion of management that these
transactions do not involve more than a normal risk of collectibility or present
other unfavorable features.
During the year 1995, the highest aggregate indebtedness of all executive
officers and directors of the holding company, its subsidiary, and their related
interest was $3,783,000 or 27.11 percent of the equity capital of Citizens
Financial Corp. As of December 31, 1995, there were unused lines of credit of
$1,986,000, or 13.59 percent of the equity capital of Citizens Financial Corp.
outstanding to these parties.
None of the directors, executive officers, 5 percent or more beneficial
stockholders or their immediate family members have an interest or are involved
in any transactions with Citizens Financial Corp. or Citizens National Bank in
which the amount involved exceeds $60,000, or was not subject to the usual terms
or conditions, or was not determined by competitive bids. Similarly, no
director, executive officer or 5 percent or more beneficial stockholder has an
equity interest in excess of 10 percent in a business or professional
49
<PAGE>
entity that has made payments to or received payments from Citizens Financial
Corp. or Citizens National Bank in 1995 which exceeds 5 percent of either
party's gross revenue.
Raymond L. Fair is a director of Citizens Financial Corp. and also served
as legal counsel to that corporation and to Citizens National Bank during 1995.
Legal fees paid or payable to Mr. Fair by Citizens Financial Corp. and Citizens
National Bank were approximately $1,500 for the year 1995.
50
<PAGE>
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
- -------------------------------------------------------------------------
(a) (1) and (2) Financial Statements and Financial Statement Schedules. All
financial statements and financial statement schedules required to be filed
by Item 8 of this Form or by Regulation S-X which are applicable to the
registrant have been presented in the financial statements, notes thereto,
in management's discussion and analysis of financial condition and results
of operations or elsewhere where appropriate.
(3) Listing of Exhibits - see Index to Exhibits on page 51.
(b) Reports on Form 8-K - No reports on Form 8-K were filed during the fourth
quarter of 1995.
(c) Exhibits - see index to Exhibits on page 51 of this Form 10-K.
(d) Consolidated Financial Statement Schedules - All other schedules for which
provision is made in the applicable accounting regulation of the Securities
and Exchange Commission are not required under the related instructions or
are inapplicable or pertain to items as to which the required disclosures
have been made elsewhere in the financial statements and notes thereto, and
therefore have been omitted.
Item 14(c) Index to Exhibits
- -------------------------------------------
<TABLE>
<CAPTION>
S-K 601
Description Table Reference
- ----------- ---------------
<S> <C>
Articles of Incorporation
and Bylaws: 3
(a) Articles of Incorporation
(b) Bylaws
Material contracts 10
Statement Re: Computation of per
share earnings 11
Statement Re: Computation of ratios 12
Subsidiaries of the registrant 21
Published report regarding matters
submitted to vote of security
holders 22
Consents of experts and counsel 23
Financial data schedules 27
Additional exhibits 99
</TABLE>
(a) The computation of minimum standard capital ratios, which are shown on page
20 of this filing, was done as specified in applicable regulatory
guidelines. All other ratios presented may be clearly determined from the
material contained in this filing.
(b) List of permitted nonbanking activities previously filed on pages 47-49 of
Form S-4 Registration Statement of Citizens Financial Corp., SEC File No.
33-11423, dated February 19, 1987 is incorporated by reference into this
filing.
51
<PAGE>
Signatures
Pursuant to the requirements of Section 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Citizens Financial Corp.
By /s/ Robert J. Schoonover
-----------------------------------------
Robert J. Schoonover
President and Chief Executive Officer
By /s/ Thomas K. Derbyshire
-----------------------------------------
Thomas K. Derbyshire
Treasurer and Principal Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Max L. Armentrout Chairman of the Board 3/19/96
-------------------------- and Director -----------
Max L. Armentrout
Director
-------------------------- -----------
Robert N. Alday
Director
-------------------------- -----------
Virginia C. Chabut
/s/ Carlo DeMotto Director 3/19/96
-------------------------- -----------
Carlo DeMotto
/s/ Raymond L. Fair Director 3/19/96
-------------------------- -----------
Raymond L. Fair
/s/ John F. Harris Director 3/19/96
-------------------------- -----------
John F. Harris
/s/ Cyrus K. Kump Director 3/21/96
-------------------------- -----------
Cyrus K. Kump
/s/ Emery Thompson, Jr. Director 3/19/96
-------------------------- -----------
Emery Thompson, Jr.
Director
-------------------------- -----------
L. T. Williams
52
<PAGE>
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15 (d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT
---------------------------------
The entire annual report and proxy materials mailed to the Company's
stockholders will be furnished to the Commission for its information under
separate cover, in paper format, upon submission to stockholders on or around
March 25, 1996 .
53
<PAGE>
Exhibit 3a
BOOK 422 PAGE 0720
PAGE 1
State of Delaware
19411
LOGO/OFFICIAL SEAL
Office of Secretary of State
--------------------
I, MICHAEL HARKINS, SECRETARY OF STATE OF THE STATE OF DELAWARE DO HEREBY
CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
INCORPORATION OF CITIZENS FINANCIAL CORP. FILED IN THIS OFFICE ON THE SECOND
DAY OF OCTOBER, A.D. 1986, AT 9 O'CLOCK A.M.
| | | | | | | | | |
DEPARTMENT OF STATE
OF DELAWARE
LOGO/OFFICIAL SEAL /s/ Michael Harkins
----------------------------------------
Michael Harkins, Secretary of State
OFFICE OF THE AUTHENTICATION: |0962723
SECRETARY OF STATE DATE: 10/02/1986
862750160
<PAGE>
Exhibit 3a (cont.)
BOOK 422 PAGE 0721
FILED
OCT 2, 1986
CERTIFICATE OF INCORPORATION
OF
CITIZENS FINANCIAL CORP.
The undersigned incorporators do hereby incorporate or organize a
corporation under the General Corporation Law of Delaware, for the purpose and
on the terms hereinafter set forth:
FIRST. The name of this corporation shall be CITIZENS FINANCIAL CORP.
SECOND. The corporation's registered office in the State of Delaware shall
be at 4305 Lancaster Pike, in the City of Wilmington, New Castle County,
Delaware. The corporation's registered agent at such address shall be
Corporation Service Company, whose mailing address is P.O. Box 591, Wilmington,
Delaware 19899.
THIRD. The purposes of this corporation are, primarily, to purchase, own
and hold the stock of national banking associations, state banking institutions
and other corporations, subject to such regulatory approval as may be required,
to perform such actions as may be usual and customary in directing the
operations of the entities so acquired, and, generally, to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware.
FOURTH. The corporation shall have authority to issue 250,000 shares of
stock, and the par value of each such share shall be Ten Dollars ($10.00).
FIFTH. The names and mailing addresses of the incorporators are as
follows:
Max L. Armentrout Route 1, Box 306A
Chenoweth Creek Road
Elkins, WV 26241
Raymond L. Fair Route 1
Chenoweth Creek Road
Elkins, WV 26241
<PAGE>
Exhibit 3a (cont.)
BOOK 422 PAGE 0722
John F. Harris 1008 South Davis Avenue
Elkins, WV 26241
Emery Thompson, Jr. 317 Wilson Street
Elkins, WV 26241
L. T. Williams Route 2, Box 6
Elkins, WV 26241
SIXTH. The powers of the incorporators shall terminate upon the filling of
this Certificate of Incorporation, and the names and mailing addresses of the
persons who are to serve as directors until the first annual meeting of
stockholders or until their successors are elected and qualified are as follows:
Max L. Armentrout Route 1, Box 306A
Chenoweth Creek Road
Elkins, WV 26241
Raymond L. Fair Route 1
Chenoweth Creek Road
Elkins, WV 26241
John F. Harris 1008 South Davis Avenue
Elkins, WV 26241
W. H. Scheel, Jr. Box 2207
Elkins, WV 26241
Emery Thompson, Jr. 317 Wilson Street
Elkins, WV 26241
L. T. Williams Route 2, Box 6
Elkins, WV 26241
SEVENTH. The following provisions shall apply to the management of the
business and to the conduct of the affairs of the corporation:
(A) Directors. The board of directors shall consist of not less than five
---------
(5) nor more than twenty-five (25) stockholders, the exact number to be fixed
and determined from time to time by resolution of a majority of the stockholders
at any annual or special meeting thereof. The directors shall be divided into
three classes, as nearly equal in number as possible, to be designated as Class
1, consisting of not more than eight (8) directors; Class 2, consisting of not
more than eight (8) directors; and Class 3, consisting of not more than nine (9)
directors.
<PAGE>
Exhibit 3a (cont.)
BOOK 422 PAGE 0723
The term of office of the initial directors of Class 1 shall expire at the first
annual meeting of stockholders following their election, and their successors
shall be elected for three-year terms. The term of office of the initial
directors of Class 2 shall expire at the second annual meeting of stockholders
following their election, and their successors shall be elected to three-year
terms. The term of office of the initial directors of Class 3 shall expire at
the third annual meeting of stockholders following their election, and their
successors shall be elected to three-year terms. Thereafter, all directors
shall be elected to three-year terms. Each director shall serve until his or
her successor shall have been elected and shall qualify or until his or her
earlier resignation or removal.
(B) Cumulative Voting. Each stockholder shall be entitled to one vote for
-----------------
each share of stock held by such stockholder. No stockholder shall have the
right to cumulate his or her votes with respect to any election of directors.
(C) Tender Offers. The board of directors, if it deems it advisable, may
-------------
oppose a tender of other offer for the corporation's securities, whether the
offer is in cash or securities of a corporation or otherwise. When considering
whether to oppose an offer, the board of directors shall consider all pertinent
issues which, by way of illustration and not of limitation, may include any and
all of the following:
(1) Whether the offer price is acceptable based on the historical and
present operating results or financial condition of the corporation;
(2) Whether a more favorable price could be obtained for the corporation's
securities in the future;
(3) The impact which an acquisition of the corporation would have on the
employees, depositors, or customers of the corporation and its subsidiaries in
the community which they serve;
<PAGE>
Exhibit 3a (cont.)
BOOK 422 PAGE 0724
(4) The reputation and business practices of the offeror and its
management and affiliates as they would affect the employees, depositors and
customers of the corporation and its subsidiaries and the future value of the
corporation's stock;
(5) The value of the securities, if any, which the offeror is offering in
exchange for the corporation's securities, based on analysis of the worth of the
corporation as compared to the corporation or other entity whose securities are
being offered;
(6) Any antitrust or other legal or regulatory issues that are raised by
the offeror.
If the board of directors upon consideration of all pertinent issues
determines that an offer should be rejected or opposed, it may take nay lawful
action to accomplish such purpose, including, but not limited to any and all of
the following: Advising stockholders not to accept the offer; litigation
against the offeror; filing complaints with all governmental and regulatory
authorities; issuing the authorized but unissued securities or treasury stock of
the corporation or granting options with respect thereto; and obtaining a more
favorable offer from an individual or other entity.
(D) Preemptive Rights. No stockholder shall have any preemptive right to
-----------------
subscribe to any additional issue of stock of the corporation or to any security
convertible into such stock.
(E) Directors' Personal Liability. No director shall be personally liable
-----------------------------
to the corporation or its stockholders for monetary damages for any breach of
fiduciary duty by such director as a director. Notwithstanding the foregoing
sentence, a director shall be liable to the extent provided by applicable law
(i) for breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the Delaware
<PAGE>
Exhibit 3a (cont.)
BOOK 422 PAGE 0725
General Corporation Law or (iv) for any transaction from which the director
derived an improper personal benefit. No amendment to or repeal of the Article
SEVENTH (E) shall apply to or have any effect on the liability or alleged
liability of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
(F) Directors' and Officers' Liability Insurance. The corporation shall
--------------------------------------------
use its best efforts to purchase and maintain insurance, on behalf of any person
who is or was director of officer of the corporation, or is or was serving at
the request of the corporation as a director or officer of another corporation
or other enterprise, in such amount or limits as may from time to time be
determined to be reasonable as provided in the by-laws, against any liability
asserted against such person and incurred by him or her in any such capacity, or
arising out of his or her status as such director or officer, whether or not the
corporation would have the power to indemnify him or her against such liability
under law. This provision for directors' and officers' liability insurance is
in addition to and not exclusive of all other rights to which directors or
officers seeking indemnification may be entitled under any law, by-law,
agreement, vote of stockholders or disinterested directors, or otherwise.
(G) By-laws. All other provisions, not inconsistent with law or with this
-------
Certificate of Incorporation, relating to the business of the corporation, the
conduct of its affairs and its rights or powers or the rights or powers of its
stockholders, director or officers, shall be established by the by-laws. The
power to adopt, amend or repeal by-laws is hereby conferred upon the directors,
to the extent permitted by law.
THE UNDERSIGNED INCORPORATORS, for the purpose of forming a corporation
under the laws of the State of Delaware, do make, file and record this
Certificate of Incorporation and do certify that the facts
<PAGE>
Exhibit 3a (cont.)
BOOK 422 PAGE 0726
herein are true; and we have accordingly set our respective hands to duplicate
originals hereof this 29th day of September , 1986.
------ -----------
/s/ Max L. Armentrout
---------------------------------
MAX L. ARMENTROUT, INCORPORATOR
/s/ Raymond L. Fair
---------------------------------
RAYMOND L. FAIR, INCORPORATOR
/s/ John F. Harris
---------------------------------
JOHN F. HARRIS, INCORPORATOR
/s/ Emery Thompson, Jr.
---------------------------------
EMERY THOMPSON, JR., INCORPORATOR
/s/ L. T. Williams
---------------------------------
L. T. WILLIAMS, INCORPORATOR
STATE OF WEST VIRGINIA,
COUNTY OF RANDOLPH, to-wit:
The undersigned notary public in and for the county and state aforesaid
does hereby certify that MAX L. ARMENTROUT, RAYMOND L. FAIR, JOHN F. HARRIS,
EMERY THOMPSON, JR. AND L. T. WILLIAMS, whose names are signed to the forgoing
Certificate of Incorporation bearing date the 29th day of September , 1986, this
------ -----------
day personally appeared before me in my said county and severally acknowledged
that such instrument is the act and deed of each and all of them and that the
facts stated therein are true.
GIVEN under my hand and official seal this 29th day of September , 1986.
------ -----------
/s/ Frank A. Jackson
Official Seal: ----------------------------------
Frank A. Jackson, Notary Public
STAMP
This instrument prepared by:
Richard G. Herndon RECEIVED FOR RECORD
F. A. Jackson OCT 6, 1986
Attorneys-at-Law LEO J. DUGAN, JR., Recorder
84 Fifteenth Street
Wheeling, WV 26003
<PAGE>
Exhibit 3a (cont.)
PAGE 1
State of Delaware
Office of the Secretary of State
--------------------------------
I, WILLIAM T. QUILLEN, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO
HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF
AMENDMENT OF "CITIZENS FINANCIAL CORP." FILED IN THIS OFFICE ON THE TWENTIETH
DAY OF APRIL, A.D. 1993, AT 9 O'CLOCK A.M.
A CERTIFIED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO NEW CASTLE
COUNTY RECORDER OF DEEDS FOR RECORDING.
* * * * * * * * * *
/s/ William T. Quillen
--------------------------------------
William T. Quillen, Secretary of State
AUTHENTICATION: *3868804
DATE: 04/22/1993
713110004
<PAGE>
Exhibit 3a (cont.)
Page 1
CERTIFICATE OF AMENDMENT
TO
CERTIFICATE OF INCORPORATION
OF
CITIZENS FINANCIAL CORP.
CITIZENS FINANCIAL CORP., a corporation organized and existing under and by
virtue of the
General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY as
follows:
FIRST: That the Board of Directors of said corporation, at a meeting duly
convened and held on the 17th day of March, 1993 adopted the following
resolution:
BE IT RESOLVED by the Board of Directors of Citizens Financial Corp.:
Section 1. The Board of Directors does hereby declare the
advisability of amending Article FOURTH of the corporation's Certificate of
Incorporation, heretofore filed in the office of the Secretary of State of
the State of Delaware on October 2, 1986, to increase the authorized
capital stock of the corporation from two hundred fifty thousand (250,000)
shares to one million two hundred fifty thousand (1,250,000) shares and to
reduce the par value of each such share from ten dollars ($10.00) per share
to two dollars ($2.00) per share, the said Article FOURTH to read in its
entirety as follows:
FOURTH. The corporation shall have authority to issue one
million two hundred fifty thousand (1,250,000) shares of stock, and
the par value of each such share shall be two dollars ($2.00).
The corporation's capital shall remain unchanged by this amendment.
Section 2. The Board of Directors hereby directs that the
aforesaid amendment as proposed shall be considered at the next annual
meeting of stockholders, to be convened on April 17, 1993. Such annual
meeting shall be called and held upon such notice as is provided by law,
and the notice shall set forth such amendment in full.
Section 3. If at such meeting a majority of the outstanding
stock entitled to vote thereon is voted in favor of such amendment, a
certificate setting forth the amendment shall be executed and acknowledged
by the chairman or vice-chairman of the Board of Directors or by the
president or a vice-president and shall be filed with the Secretary of
State for the State of Delaware. The secretary or an assistant secretary
shall attest the signature of the chairman, vice-chairman, president or
vice-president. Such certificate shall certify that such amendment has
been duly adopted in accordance with law, and a certified copy thereof
shall be recorded and indexed int he office of the county recorder for New
Castle County, Delaware.
Section 4. The Board of Directors does hereby declare that upon
filing of the aforesaid certificate of amendment, every stockholder of
record as of March 16, 1993 shall be entitled to receive a certificate
representing four (4) additional shares of the corporation's capital stock
for each share of capital stock heretofore issued and outstanding and held
by such stockholder. Certificates heretofore issued and representing
capital stock of the corporation shall not be required to be surrendered or
exchanged but shall continue to represent the same number of shares of the
corporation's capital stock, and the par value of all such shares
theretofore issued and outstanding shall be deemed to be two dollars
($2.00) per share, regardless of any par value which may be stated on the
certificates representing such shares.
Section 5. The officers are hereby authorized to perform all
acts which in their opinion may be necessary or useful in effecting the
actions contemplated by this resolution; to employ counsel, certified
public accountants, consultants and others as deemed necessary; to execute
all filings, amendments and other documents as may be necessary; and to
give such further assurances as may be required. The officers shall give
prompt notice of this resolution to the stockholders of the corporation.
<PAGE>
Exhibit 3a (cont.)
Page 2
SECOND: That the proposed amendment was considered at the annual meeting
of the stockholders, convened on April 17, 1993, called and held upon such
notice as is provided by law, which notice set forth such amendment in full, and
that a majority of the outstanding stock entitled to vote thereon voted in favor
of the amendment, in accordance with the provisions of Section 242 of the
General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the said corporation has caused this Certificate to be
signed on its behalf by its President, and attested by its Secretary, this 17th
day of April, 1993.
CITIZENS FINANCIAL CORP.
By /s/ Emery Thompson, Jr.
--------------------------------------
Its President
Attested By /s/ Robert J. Schoonover
--------------------------------------
Its Secretary
<PAGE>
Exhibit 3b
CITIZENS FINANCIAL CORP.
ELKINS, WEST VIRGINIA
Organized Under the General Corporation Law of the State of Delaware
BYLAWS
ARTICLE I
Meetings of Stockholders
------------------------
* Section 1.1 - Annual Meetings. The regular meeting of the stockholders
-----------------------------
for the eleciton of directors and the transaction of other business shall be
held at the main office of the Citizens National bank of Elkins at 211-213 Third
Street, Ekins, West Virginia, or such other place as the Board of Directors may
designate, at 11:00 a.m. on the third Saturday of April of each year, or at such
other time as may be fixed by the Board of Directors and pursuant to the
provisions of law. If, for any cause, an election of directors is not made on
the first day of the annual meeting, the Board of Directors shall order the
election to be held on some subsequent date, as soon thereafter as practicable,
according to the provisions of law. Notice of the annual meeting shall be mailed
not less than twenty (20) nor more than sixty (60) days prior to the date
thereof to each stockholder at his or her address appearing on the books of the
corporation.
Section 1.2 - Special meetings. Except as otherwise specifically
------------------------------
provided by statute, special meetings of stockholders may be called for any
purpose at any time on the call of three (3) or more directors or by any
three (3) or more stockholders holding in the aggregate not less than ten
percent (10%) of the stock of the corporation. Every such Special Meeting,
unless otherwise provided by law, shall be called by mailing postage
prepaid, not less than ten (10) nor more than sixty (60) days prior to the
date fixed for such meeting, to each stockholder at his or her address
appearing on the books of the corporation, a notice stating the purpose of
the meeting.
Section 1.3 - Nominations for Director. Nominations for election
--------------------------------------
to the Board of Directors may be made by the Board of Directors or by any
stockholder of any outstanding class of capital stock of the corporation
entitled to vote for the election of directors. Nominations other than
those made by, or on behalf of, the existing management of the coproration
shall be made in writing and shall be delivered or mailed to the president
of the corporation not less than fourteen
* Section 1.1 - Annual Meetings amended January 27, 1988
-----------------------------
* Section 1.1 - Annual Meetings amended March 16, 1994
-----------------------------
<PAGE>
Exhibit 3b (cont.)
(14) days nor more than fifty (50) days prior to any meeting of
stockholders called for the election of directors, provided, however, that
if less than twenty-one (21) days notice of the meeting is given to the
stockholders, such nomination shall be mailed or delivered to the President
of the corporation not later than the close of business on the seventh
(7th) day following the day following the day on which the notice of
meeting was mailed. Such notification shall contain the following
information to the extent known to the notifying stockholder: (a) the name
and address of each proposed nominee; (b) the principal occupation of each
proposed nominee; (c) the total number of shares of capital stock of the
corporation that will be voted for each proposed nominee; (d) the name and
residence address of the notifying stockholder; and (e) the number of
shares of capital stock owned by the notifying stockholder. Nominations not
made in accordance herewith may, in his or her discretion, be disregarded
by the chairman of the meeting, and upon his or her instructions, the
election judges shall disregard all votes cast for such nominee.
Section 1.4 - Judged of Elections. Every election of directors
---------------------------------
shall be managed by three (3) judges who shall be appointed from among the
stockholders by the Board of Directors. The judges of election shall hold
and conduct the election at which they are appointed to serve and shall
certify the result thereof with the name of the directors elected. The
judges of election, at the request of the chairman of the meeting, shall
act as tellers of any other vote taken at such meeting and shall certify
the results thereof.
Section 1.5 - Proxies. Stockholders may vote at any meeting of
---------------------
the stockholders by proxies duly authorized in writing. Proxies shall be
valid for one (1) meeting, to be specified therein, and any adjournment of
such meeting. Proxies shall be dated and filed with the records of the
meeting.
Section 1.6 - Quorum. A majority of the outstanding capital
--------------------
stock represented in person or by proxy shall constitute a quorum at any
meeting of stockholders unless otherwise provided by law, but if there be
no quorum, those present in person or by proxy may adjourn the meeting,
from time to time, and the meeting may be held as adjourned without further
notice. A majority of the votes cast shall decide every question or matter
submitted to the stockholders at any meeting unless otherwise provided by
law or by the Certificate of Incorporation.
<PAGE>
Exhibit 3b (cont.)
ARTICLE II
Directors
---------
Section 2.1 - Board of Directors. The Board of Directors shall
--------------------------------
have the power to manage and administer the business and affairs of the
corporation. Except as expressly limited by law, all corporate powers of
the corporation shall be vested in, and may be exercised by, said Board.
Section 2.2 - Number; Classes of Directors. The Board of
------------------------------------------
Directors shall consist of not less than five (5) nor more than twenty-five
(25) stockholders, the exact number to be fixed and determined form time to
time by resolution of a majority of the stockholders at any annual or
special meeting thereof. the directors shall be divided into three
classes, an nearly equal in number as possible, to be designated as Class
1, consisting of not more than eight (8) directors; Class 2, consisting of
not more than eight (8) directors; and Class 3, consisting of not more than
nine (9) directors. The term of office of the initial directors of Class 1
shall expire at the first annual meeting of stockholders following their
election, and their successors shall be elected for three-year terms. The
term of office of the initial directors of Class 2 shall expire at the
second annual meeting of stockholders following their election, and their
successors shall be elected to three-year terms. The term of office of the
initial director of Class 3 shall expire at the third annual meeting of
stockholders following their election, and their successors shall be
elected to three-year terms. Thereafter, all directors shall be elected to
three-year terms. Each director shall serve until his or her successor
shall have been elected and shall qualify or until his or her earlier
resignation or removal.
Section 2.3 - Organization Meeting. The Secretary to the Board
----------------------------------
of Directors, upon receiving the certificate of the judges of election,
shall notify the directors-elect of their election and of the time at which
they are required to meet for the purpose of organizing the new board and
electing and appointing officers of the corporation for the succeeding
year. Such meeting shall be appointed to be held immediately following the
stockholders' meeting or as soon thereafter as is practicable, and, in any
event, within thirty (30) days thereof.
* Section 2.4 - Regular Meetings. The regular meetings of the Board of
------------------------------
Directors shall be held, without notice, on the second Wednesday in March,
June, September and December at 4:00 p.m. at the main office of the
corporation, or at
* Section 2.4 - Regular Meetings amended March 16, 1994
------------------------------
<PAGE>
Exhibit 3b (cont.)
such other convenient time and place as may be established by the Chairman
from time to time. When any regular meeting of the Board falls upon a
holiday the meeting shall be held on the next business day, unless the
President shall designate some other day.
Section 2.5 - Special Meetings. Special meetings of the Board of
------------------------------
Directors may be called by the Chairman or at the request of three (3) or
more directors. Each member of the Board of Directors shall be given
written or oral notice of the date, time, place and purpose of each such
special meeting.
Section 2.6 - Quorum. A majority of the Board of Directors shall
--------------------
constitute a quorum at any meeting except when otherwise provided by law
but a lesser number may adjourn any meeting, from time to time, and the
meeting may be held as adjourned without further notice.
Section 2.7 - Vacancies. When any vacancy occurs among the
-----------------------
directors, the remaining members of the Board, in accordance with law, may
apoint a director to fill such vacancy at any regular meeting of the Board
or at a special meeting called for that purpose.
Section 2.8 - Directors Emeritus. A retired director upon
--------------------------------
invitaiton of the Board may be appointed Director Emeritus and when
attending shall be paid the same salary per meeting as the regular board
members. Directors Emeritus shall be authorized to enter into discussion
of business pertaining to the corporation during board meetings and shall
have all the privileges of the regular directors except voting privileges.
ARTICLE III
Committees of the Board
-----------------------
Section 3.1 - Executive Committee. There shall be a standing
---------------------------------
commitee of the Board of Directors known as the Executive Committee which
shall be appointed annually by the Chairman and approved by the Board.
Each member shall serve until a successor is appointed, and committee shall
consist of not less than three (3) directors nor more than five (5), none
of whom shall be active officers of the corporation. The Executive
Committee shall serve in an advisory capacity to the Chairman and the Board
in all matters concerning future planning for the corporation and in all
other matters coming under the authority of the office of the Chairman and
the Board of Directors. The Executive Committee shall also perform other
functions as are assigned from time to time by the Chairman or the Board of
Directors.
<PAGE>
Exhibit 3b (cont.)
Section 3.2 - Other Committees. The Chairman may appoint, from
------------------------------
time to time, other committees, approved by the Board, for such purposes
and with such powers as the Board may determine. Unless otherwise
specified by the Board or these Bylaws, three (3) committee members will
costitute a quorum of any board-approved committee.
ARTICLE IV
Officers and Employees
----------------------
Section 4.1 - Chairman of the Board. The Chairman of the Board
-----------------------------------
shall have responsibility for all matters concerning future planning of the
corporaiton and shall preside at all meetings of the Board of Directors and
at all meetings of the Executive Committee.
Section 4.2 - President and Chief Executive Officer. The
---------------------------------------------------
President and Chief Executive Officer shall be charged with the general
care and management of all property and business of the corporation and all
of its departments, and shall have full authority over all officers and
employees, subject to the provisions of these Bylaws and to the control of
the Board of Directors. The President and Chief Executive Officer shall
have power to sign, execute and deliver on behalf of the corporation all
documents and instruments necessary to be signed, executed and delivered in
carrying on the business of the corporaiton, and such other documents and
instruments as the Board of Directors may direct from time to time. The
President and Chief Executive Officer shall also have, and may exercise,
such further powers and duties as, from time to time, may be assigned by
the Board of Directors.
Section 4.3 - Vice President. The Board of Directors shall
----------------------------
appoint one (1) or more Vice Presidents. Each Vice President shall have
such powers and duties as may be assigned by the Board of Directors. One
of the Vice Presidents (if there be more than one) shall be designated by
the Board of Directors in the absence of the President and Chief Executive
Officer to perform all of the duties of the President and Chief Executive
Officer.
Section 4.4 - Secretary. The Board of Directors shall appoint a
-----------------------
Secretary who shall be the Secretary of the Board and who shall be
responsible for keeping accurate minutes of all meetings. The Secretary
shall also perform such other duties as may be assigned, from time to time,
by the Board of Directors.
Section 4.5 - Treasurer. The Treasurer shall act under the
-----------------------
supervision of the President or such other officer as the President may
designate. The
<PAGE>
Exhibit 3b (cont.)
Treasurer shall have custody of the corporation's funds and perform such
other duties as may be prescribed by the Board of Directors, President or
such other supervising officer as the President may designate.
Section 4.6 - Other Officers. The Board of Directors may appoint
----------------------------
one or more assistant vice presidents, one or more assistant secretaries,
and such other officers and attorneys-in-fact as from time to time may
appear to the Board to be required or desirable to transaction the business
of the corporation. Such officers shall respectively exercise such powers
and perform such duties as pertain to their several offices or as may be
conferred upon or assigned to them by the Board of Directors or the
President.
Section 4.7 - Tenure of Office. All officers shall serve at the
------------------------------
pleasure of the Board. Any vacancy occurring in any office shall be filled
by the Board of Directors.
ARTICLE V
Stock and Stock Certificates
----------------------------
* Section 5.1 - Transfers. Shares of stock shall be transferable on the
-----------------------
books of the corporation and a transfer book shall be kept in which all
transfers of stock shall be recorded. An officer of the corporation will
serve as Transfer Agent. Every person becoming a stockholder by such
transfers shall, in proportion to his shares, succeed to all rights and
liabilities of the prior holder of such shares.
* Section 5.2 - Declaration of Cash Dividends. Declaration of cash
-------------------------------------------
dividends shall be determined quarterly by the Board of Directors. The
Board shall then establish the record date and payment date. Shareholders
of record on the established record date will be entitled to receive such
dividends, if any.
* Section 5.3 - Stock Certificates. Certificates of stock, signed by the
--------------------------------
President or any duly designated Vice President or corporate Treasurer and by
the Secretary or an Assistant Secretary, shall be issued to stockholders, and
the certificate shall state upon the face thereof that the stock is transferable
only upon the books of the corporation, and when stock is transferred, the
certificates thereof shall be returned to the corporation and shall be cancelled
and preserved and new certificates shall be issued.
* Section 5.1 - Transfers, Section 5.2 - Declaration of Cash Dividends,
---------------------------------------------------------------------
and Section 5.3 - Stock Certificates amended December 6, 1995
-------------------------------------------------------------
<PAGE>
Exhibit 3b (cont.)
ARTICLE VI
Directors' and Officers' Liability, Indemnity and Insurance
-----------------------------------------------------------
Section 6.1 - Directors' Liability. No director shall be
----------------------------------
personally liable to the corporation or its stockholders for monetary
damages for any breach of fiduciary duty by such directors as a director.
Not withstanding the foregoing sentence, directors shall be liable to the
extent provided by applicable law (i) for breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or knowing
violation of law, (iii) pursuant to Section 174 of the Delaware General
Corporation Law or (iv) for any transaction from which the director derived
an improper personal benefit. No amendment to or repeal of this Section
6.1 shall apply to or have any effect on the liability or alleged liability
of any director of the corporation for or with respect to any acts or
omissions of such director occurring prior to such amendment.
Section 6.2 - Indemnification of Officers and Directors. Any
-------------------------------------------------------
person who was or is a party if threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (including an action by or in the
right of the corporation), by reason of the fact that he or she is or was a
director or officer of the corporation, or is or was serving at the request
of the corporation as a director of another corporation, partnership, joint
venture, trust or other enterprise, may be indemnified, to the extent
permitted by law, by the corporation against expenses (including attorneys'
fees), judgements, fines and amounts paid in settlement, and any
determination whether such person acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of
the corporation (or, with respect to any criminal action or proceeding
whether such person had no reasonable cause to believe that his or her
conduct was unlawful) shall be made by a majority of the disinterested
members of the Board of Directors at a special meeting duly convened for
such purpose, or otherwise as provided by law.
Section 6.3 - Directors' and Officers' Liability Insurance. The
----------------------------------------------------------
corporation shall use its best efforts to purchase and maintain insurance, on
behalf of any person who is or was a director or officer of the corporation, or
is or was serving at the request of the corporation as a director or officer of
another corporation or enterprise, in such amounts or limits as may from time
<PAGE>
Exhibit 3b (cont.)
to time be determined by the Board of Directors to be reasonable, against
any liability asserted against such person and incurred by him or her in
any such capacity, or arising out of his or her status as such director or
officer, whether or not the corporation would have the power to indemnify
him or her against such liability under law. This provision for directors'
and officers' liability insurance is in addition to and not exclusive of
all other rights to which directors or officers seeking indemnification may
be entitled under any law, agreement, vote of stockholders or disinterested
directors, other provision of the Bylaws or otherwise.
ARTICLE VII
Corporate Seal
--------------
The Secretary or an Assistant Secretary shall have authority to
affix the corporate seal to any document requiring such seal and to attest
the same. Such seal shall be in the following form:
ARTICLE VIII
Miscellaneous Provisions
------------------------
Section 8.1 - Fiscal Year. The fiscal year of the corporation
-------------------------
shall be the calendar year.
Section 8.2 - Execution of Instruments. All agreements,
--------------------------------------
indentures, mortgages, deeds, conveyances, transfers, certificates,
declarations, receipts, discharges, releases, satisfactions, settlements,
petitions, schedules, accounts, affidavits, bonds, undertakings, proxies
and other instruments or documents may be signed, executed, acknowledged,
verified, delivered or accepted in or on behalf of the corporation by the
President or any duly authorized Vice President, as the Secretary or an
Assistant Secretary shall attest. Any such instrument may also be
executed, acknowledged, verified, delivered or accepted in or on behalf of
the corporation in such other manner and by such other officer as the Board
may from time to time direct. The provisions of this section are
supplementary to any other provisions of these Bylaws.
Section 8.3 - Records. The Certificate of Incorporation, the
---------------------
Bylaws and the proceedings of all minutes of the stockholders and the Board
of Directors, when signed by the chairman and secretary of the meeting,
shall be recorded in the minute book provided for that purpose.
<PAGE>
Exhibit 3b (cont.)
ARTICLE IX
Contingency Planning
--------------------
Section 9.1 - Provision for Emergency Operations by Surviving Staff.
-------------------------------------------------------------------
In the event of an emergency declared by the President of the United States or
the person performing his functions, the officers and employees of this bank
will continue to conduct the affairs of the bank under such guidance from the
directors as may be available except as to matters which by statute require
specific approval of the board of directors and subject to conformance with any
governmental directives during the emergency.
Section 9.2 - Provision for Emergency Operations Through Executive
------------------------------------------------------------------
Committee Action. The board of directors shall have the power,
- ----------------
in the absence or disability of any officer, or upon the refusal of any officer
to act, to delegate and prescribe such officer's powers and duties to any other
officer, or to any director, for the time being. In the event of a state of a
disaster of sufficient severity to prevent the conduct and management of the
affairs and business of this bank by its directors and officers as contemplated
by these Bylaws, any two or more available members of the then incumbent
executive committee shall constitute a quorum of that committee for the full
conduct and management of the affairs and business of the bank in accordance
with the provisions of Article III of these Bylaws; and in addition such
committee shall be empowered to exercise all of the powers reserved to the trust
committee under Article III hereof. In the event of the unavailability, at such
time, of a minimum of two members of the then incumbent executive committee, any
three available directors shall constitute the executive committee for the full
conduct and management of the affairs and business of the bank in accordance
with the foregoing provisions of this section. This Bylaw shall be subject to
implementation by resolutions of the board of directors passed from time to time
for that purpose, and any provisions of these Bylaws (other than this section)
and any resolutions which are contrary to the provisions of this section or to
the provisions of any such implementary resolutions shall be suspended until it
shall be determined by any interim executive committee acting under this section
that it shall be to the advantage of this bank to resume the conduct and
management of its affairs and business under all of the other provisions of
these Bylaws.
<PAGE>
Exhibit 3b (cont.)
Section 9.3 - Provision for Alternate Locations. The offices of
-----------------------------------------------
the bank at which its business shall be conducted shall be the main office
thereof located at 211-213 Third Street, Elkins, West Virginia ( and
branches, if any), and any other legally authorized location which may be
leased or acquired by this bank to carry on its business. During an
emergency resulting in any authorized place of business of this bank being
unable to function, the business ordinarily conducted at such location
shall be relocated elsewhere in suitable quarters, in addition to or in
lieu of the locations heretofore mentioned, as may be designated by the
board of directors or by the executive committee or by such persons as are
then, in accordance with resolutions adopted from time to time by the board
of directors dealing with the exercise authority in the time of such
emergency, conducting the affairs of this bank. Any temporarily relocated
place of business of this bank shall be returned to its legally authorized
location as soon as practicable and such temporary place of business shall
then be discontinued.
ARTICLE X
Bylaws
------
Section 10.1 - Inspection. A copy of the Bylaws with all of the
-------------------------
Amendments thereto shall at all times be kept in a convenient place at the
main office of the corporation and shall be open for inspection to all
stockholders during business hours.
Section 10.2 - Amendments. The Bylaws may be amended, altered or
-------------------------
repealed at any meeting of the Board of Directors by a vote of the majority
of the whole number of Directors, providing the whole Board has been
notified in writing seven (7) days prior to the meeting of the proposed
changes.
<PAGE>
Exhibit 10
CITIZENS NATIONAL BANK OF ELKINS
ELKINS, WEST VIRGINIA
EXECUTIVE SUPPLEMENTAL INCOME AGREEMENT
THIS AGREEMENT is effective on the 9th day of May , 1995, by and
----- -----
between the Citizens National Bank of Elkins, West Virginia (the "Bank"), and
Robert J. Schoonover, (the "Officer").
- ---------------------
WITNESSETH:
WHEREAS, the Officer is currently employed by the Bank in an executive
capacity;
WHEREAS, the Bank desires to retain the valuable services and business
counsel of the Officer and to induce the Officer to remain in an executive
capacity with the Bank;
WHEREAS, the Bank wishes to retain the Officer in order to prevent the
substantial financial loss which the Bank could incur if the Officer were to
leave and were to enter the employment of a competitor:
WHEREAS, the Bank desires to pay the Officer the benefits provided
herein, subject to the terms and conditions set forth hereinbelow; and
WHEREAS, it is the intention of the Officer and the Bank that the
benefits referred to above will be provided pursuant to a non-qualified
supplemental income arrangement maintained for the purpose of providing deferred
compensation for a select group of management or highly compensated employees
for purposes of Title I of the Employee Retirement Income Security Act of 1974.
NOW, THEREFORE, for and in consideration of the above premises, and of
the following terms, conditions and mutual covenants of the parties hereto, IT
IS HEREBY AGREED:
ARTICLE I
DEFINITIONS
1.01. "Annual Funding Amount" shall mean the amount required to be
contributed by the Bank to the Deferred Compensation Account annually pursuant
to paragraph 3.01 (a) of this Agreement.
1.02. "Beneficiary" shall mean the person or persons the Officer has
designated in writing to the Bank; if the Officer has not designated a
Beneficiary, then any payments due under this Agreement shall be paid to the
Officer's Estate.
1.03. "Benefit" shall mean the Death Benefit or the Retirement
Benefit, as the case may be.
1.04. "Buyout" shall mean a transaction or series of related
transactions by which the Bank is sold, either through the sale of a Controlling
Interest in the Bank's voting stock or through the sale of substantially all of
the Bank's assets, to a party not having a Controlling Interest in the Bank's
voting stock on the date of execution of this Agreement.
1.05. "Change in Control" shall mean a Buyout, Merger, or Substantial
Change in Ownership.
1.06. "Compensation" shall mean the total base salary paid to the
Officer by the Bank for the twelve (12) months preceding the date upon which the
Officer attains age sixty-five (65), or seeks early retirement pursuant to
paragraph 3.03 of this Agreement, as reflected on the payroll records of the
Bank, plus amount received as director's fees.
1.07 "Controlling Interest" shall mean ownership, either directly or
indirectly, of more than twenty percent (20%) of the voting stock of the Bank or
a parent company of the Bank which is a member of the same "affiliated group" as
defined in 26 U.S.C Section 1504 (a).
<PAGE>
Exhibit 10 (cont.)
1.08. "Death Benefit" shall mean if death occurs after the Officer has
attained age fifty-five (55) and completed at least fifteen (15) years of
service, or after he/she have attained age sixty (60), the death benefit is
equal to the deferred compensation amount as shown on Exhibit A.
If death occurs prior to the above described conditions, the death
benefit is equal to one half the deferred compensation amount as shown on
Exhibit A.
1.09. "Deferred Compensation Account" shall mean the contingent
liability account to which the Bank contributes the Annual Funding Amount
pursuant to paragraph 3.01 (a) of this Agreement.
1.10. "Deferred Compensation Amount" shall mean the total amount due
to the Officer under the terms of this Contract as set forth in Exhibit A.
1.11. "Disability: shall mean a condition whereby the Officer, because
of a physical or mental Disability, is or will be unable to perform the duties
of the Officer's customary position of employment. The Board of Directors shall
determine whether the Officer is considered Disabled within this definition and
may require the Officer to submit to a physical examination in order to confirm
Disability.
1.12. "Early Retirement Age" shall mean age sixty-two (62), with
thirty (30) years of service.
1.13. "Early Retirement Benefit" shall mean one hundred eighty (180)
equal monthly installments of the Deferred Compensation Amount.
1.14 "Just Cause" shall be determined by the Board of Directors and
will include theft, fraud, embezzlement or willful misconduct causing
significant property damage to the Bank or personal injury to another employee.
Just Cause shall also include any single action and/or inaction or series of
actions and/or inactions which result in the Officer not performing the
Officer's duties in the manner expected of the Officer of the Bank. The
existence of Just Cause shall be determined upon recommendation by the Chief
Executive Officer and by vote of seventy percent (70%) of the members of the
Board of Directors.
1.15. "Merger" shall mean a transaction or series of transactions
wherein the Bank is combined with another business entity, and after which the
persons or entities who had owned, either directly or indirectly, a Controlling
Interest in the Bank's voting stock on the date of execution of this Agreement
own less than a Controlling Interest in the voting stock of the combined entity.
1.16. "Retirement Age" shall mean age sixty-five (65), or later at the
election of the Board and Officer.
1.17. "Retirement Benefit" shall mean one hundred eighty (180) equal
monthly installments of the Deferred Compensation Amount.
1.18. "Substantial Change in Ownership" shall mean a transaction or
series of transactions in which a Controlling Interest in the Bank is acquired
by or for a person or business entity, either of which did not own, either
directly or indirectly, a Controlling Interest in the Bank on the date that this
Agreement was executed.
1.19 "Year of Service" shall mean a twelve (12) consecutive month
period during which the Officer is considered a full-time employee of the Bank.
A fractional Year of Service shall accrue at a rate of one-twelfth (1/12) of a
Year of Service for each full month of continuous employment .
ARTICLE II
PAYMENT OF DEATH BENEFIT
2.01. If covered by the provisions of the Agreement, the Bank agrees
that if the Officer dies prior to attaining retirement age or commencement of
payments under Early Retirement, the Bank will pay the Officer's Beneficiary the
Death Benefit. The Death Benefit shall be payable in a lump sum within sixty
(60) days of the death of the Officer. The payment of such Death Benefit will be
subject to the conditions and limitations set forth elsewhere in this Agreement.
<PAGE>
Exhibit 10 (cont.)
2.02. Notwithstanding the provisions of this Article II, the Bank
shall have no obligation under this Agreement if the Officer's death results
from suicide, whether sane or insane, within two years of the effective date of
this Agreement.
ARTICLE III
PAYMENT OF RETIREMENT BENEFIT
3.01 Retirement Benefit.
------------------
(a) The Bank shall credit to the Deferred Compensation Account
for each year the Officer is covered by this Agreement, the Annual Funding
Amount which is projected to be necessary to fund his/her Retirement Benefit.
The Deferred Compensation Account shall be segregated from other accounts on the
books and records of the Bank as a contingent liability of the Bank to the
Officer.
3.02. Retirement.
-----------
On or after Retirement Age, the Officer may elect to terminate
service and commence the receipt of the Retirement Benefit in equal monthly
installments commencing on the first business day of the month after the
Officers termination of employment.
3.03. Early Retirement.
----------------
If the Officer has at least thirty (30) years of service with
the Bank, the Officer may retire and begin to receive the Early Retirement
Benefit under this Article III at any time after attaining age sixty-two (62).
However, if there has been a Change in Control, the Officer can retire and begin
receiving Early Retirement Benefit payment at any time after attaining age
sixty-two (62) without satisfying any minimum years of service requirement.
3.04. Post-Retirement Death Benefit.
-----------------------------
If covered by this Agreement, in the event the Officer dies on
or after commencement of Retirement Benefit payments under this Article III, the
Officer's remaining Retirement Benefit payments shall be paid in a lump sum to
the Officer's Beneficiary.
ARTICLE IV
CONDITIONS
4.01. Continuous Employment.
---------------------
Eligibility for Benefits under this Agreement is conditioned
upon the Officer's continuous employment in an eligible capacity (periods of
Disability and authorized leave of absence shall be considered as periods of
employment) with the Bank from the date of execution of this Agreement until the
earlier of the date the Officer attains Retirement Age, qualifies for and elects
Early Retirement or dies. Benefit payments are conditioned upon the Officer's
compliance with the terms of this Agreement so long as the Officer lives and
payments are due under the terms of this Agreement. However, in the event of a
Change in Control, continuous employment of the officer shall be required only
until the date of the officer's voluntary termination, permanent Disability or
discharge without Just Cause.
4.02. Change in Control.
-----------------
In the event of a Change in Control, this contract shall be
continued in its entirety as set forth in Exhibit A and the amounts credited to
the Deferred Compensation Account and all Subsequent credits thereto, as
credited, shall be fully vested and nonforfeitable.
4.03. Noncompetition.
---------------
Payment of the Retirement Benefit is further conditioned upon
the
<PAGE>
Exhibit 10 (cont.)
Officer not acting in any employment capacity for any business enterprise which
competes to a substantial degree with the Bank, nor engaging in any activity
involving substantial competition with the Bank during employment with the Bank,
after retirement from the Bank, or during period of Disability while covered by
the provisions of this Agreement. In the event of violation of this provision,
all future payments shall be cancelled and discontinued. The Board of Directors
shall determine whether violations have occurred and may also waive these
conditions.
ARTICLE V
FUNDING
5.01 The Bank's obligaitons under this Agreement shall be an unfunded
and unsecured promise to pay. The Bank shall not be required under any
circumstances to fund its obligations under this Agreement. The Bank may,
however, in its sole and absolute discretion, elect to fund this Agreement in
whole or in part.
ARTICLE VI
OFFICER RIGHT TO ASSETS
6.01. The rights of the Officer or the Beneficiary shall be solely
those of an unsecured general creditor of the Bank. The Officer or the
Beneficiary shall only have the right to receive from the Bank those payments as
specified under this Agreement. The Officer or the Beneficiary shall have no
rights or interest whatsoever in any assets of the Bank. Any asset used or
acquired by the Bank in coneciton with the liabilities the Bank has assumed
under this Agreement, except as expressly provided, shall not be deemed to be
held under any trust for the benefit of the Officer or the Beneficiary, nor
shall it be considered security for the performance of the obligations of the
Bank. It shall be, and remain, a general, unpledged, and unrestricted asset of
the Bank.
ARTICLE VII
ACCELERATION OF PAYMENT
7.01. The Bank may accelerate to a single payment Benefits payable
under this Agreement with the written consent of the Officer or the Beneficiary.
In the event it is agreed to accelerate payment, the single payment shall be the
remaining credit balance under the Deferred Compensation Account.
ARTICLE VIII
LEAVES OF ABSENCE
8.01. The Bank may, in its sole discretion, permit the Officer to take
a leave of absence; each such period shall not exceed one year in length. During
such leave, the Officer shall be considered to be in the continuous emloyment of
the Bank for purposes of this Agreement.
ARTICLE IX
ASSIGNABILITY
9.01. Except insofar as this provision may be contrary to applicable
law, no sale, transfer, alienation, assignment, pledge, collateralization, or
attachment of any Benefits under this Agreement shall be valid or recognized by
the Bank.
ARTICLE X
AMENDMENT/REVOCATION
10.01. This Agreement shall not be amended, modified, or revoked at
<PAGE>
Exhibit 10 (cont.)
any time, in whole or in part, wihtout the mutual written consent of the
Officer and the Bank; provided, however, that in the event the Officer is
Discharged for Just Cause at any time, this Agreement shall be terminated
and considered null and void with neither the Officer nor the Officer's
Beneficiary having any claim or right against the Bank.
ARTICLE XI
LAW GOVERNING/ENFORCEMENT/PARTIES
11.01. This Agreement shall be governed by the laws of the State of
West Virginia. This Agreement is solely between the Bank and the Officer.
Furthermore, the Officer or the Beneficiary shall only have recourse against the
Bank for enforcement of the Agreement. However, it shall be binding upon the
Beneficiary, heirs, executors and administrators of the Officer, and upon any
and all successors and assigns of the Bank.
11.02. The Bank is hereby designated as a fiduciary under this
Agreement. The Bank as a fiduciary shall have authority to control, interpret
and manage the operation and administration of this Agreement. Any decision by
the Bank denying a claim by the Officer or a Beneficiary for Benefits under this
Agreement shall be stated in writing and delivered or mailed to the Officer or
such Beneficiary. Such statement shall set forth the specific reasons for the
denial, written to the best of the bank's ability in a manner that may be
understood without legal or actuarial counsel. In addition, the Bank shall
afford a reasonable opportunity to the Officer or such Beneficiary for a full
and fair review of the decision denying such claim.
ARTICLE XII
SEVERABILITY
12.01. In the event that any of the provisions of this Agreement or
portion thereof, are held to be inoperative or invalid by any court of competent
jurisdiction, then: (a) insofar as is reasonable, effect will be given to the
intent manifested in the provision held invalid or inoperative; and (b) the
validity and enforceability of the remaining provisions will not be affected
thereby.
ARTICLE XIII
INCOMPETENCY
13.01. If the Bank shall find that any person to whom any payment is
payable under this Agreement is unable to care for their affairs because of
illness or accident, or is a minor, any payment due (unless a prior claim shall
have been made by a duly appointed guardian, committee, or other legal
representative) may be paid to the Spouse, a child, a parent, a brother or
sister, or a custodian determined pursuant to the Uniform Gift to Minors Act (or
similar law), or to any person deemed by the Bank to have incurred expense for
such person otherwise entitled to payment, in such manner and proportions as the
Bank may determine. Any such payment shall be a complete discharge of the
liabilities of the Bank under this Agreement.
ARTICLE XIV
NO EMPLOYMENT CONTRACT
14.01. This Agreement shall in no way be construed to create an
employment contract between the Bank and the Officer.
<PAGE>
Exhibit 10 (cont.)
ARTICLE XV
PRIOR AGREEMENTS
15.01. This Agreement sets forth the entire understanding of the
parties hereto with respect to the transactions contemplated hereby, and any
previous Agreements or understandings between the parties hereto regarding the
subject matter hereof are merged into and superseded by this Agreement.
IN WITNESS WHEREOF, the parties acknowledge receipt of an executed
orignial of this Agreement signed this 9th day of May , 1995.
----- -----
CITIZENS NATIONAL BANK OF ELKINS
ELKINS, WEST VIRGINIA
BY /s/ Robert J. Schoonover
-------------------------------
President & CEO
--------------------------------
Title
/s/ Robert J. Schoonover
--------------------------------
Officer
CITIZENS FINANCIAL CORP.
ELKINS, WEST VIRGINIA
BY /s/ Max L. Armentrout
--------------------------------
Chairman of Board
--------------------------------
Title
<PAGE>
Exhibit 10 (cont.)
CITIZENS NATIONAL BANK OF ELKINS
ELKINS, WEST VIRGINIA
BENEFICIARY DESIGNATION
PURSUANT to the terms of the EXECUTIVE SUPPLEMENTAL INCOME PLAN
AGREEMENT dated May 9, 1995 , I hereby designate the following beneficiary(ies)
-------------
to receive any payments which may be due under such Agreement after my death:
Primary Individual Beneficiary(ies)
<TABLE>
<CAPTION>
NAME ADDRESS RELATIONSHIP %SHARE
- ------------------ ----------- ------------ ------
<S> <C> <C> <C>
Emma C. Schoonover Elkins, WV Spouse 100%
</TABLE>
Contingent Individual Beneficiary(ies):
<TABLE>
<CAPTION>
NAME ADDRESS RELATIONSHIP %SHARE
- ------------------ ----------- ------------ ------
<S> <C> <C> <C>
Debra Sullivan Elkins, WV Daughter 1/3
Cynthia Evans Elkins, WV Daughter 1/3
Herbert Schoonover Elkins, WV Son 1/3
</TABLE>
This designation hereby revokes any prior designation which may have been
in effect.
05/09/95 /s/ Robert J. Schoonover
-------------- --------------------------------------------------
Date Officers Signature
05/09/95 /s/ Robert J. Schoonover, President & CEO
-------------- --------------------------------------------------
Date Citizens National Bank of Elkins, WV
05/09/95 /s/ Max L. Armentrout, Chairman of Board
-------------- --------------------------------------------------
Date Acknowledged By Title
<PAGE>
Exhibit 10 (cont.)
EXHIBIT A
This Deferred Compensation amount covering the following officers
enumerates the dollar amount of benefits payable under the Executive
Supplemental Income Agreement. All rights and payment provisions are
controlled by the Executive Supplemental Income Agreement effective on the 9th
----
day of May , 1995.
-----
DEFERRED COMPENSATION AMOUNT
<TABLE>
<S> <C>
ROBERT J. SCHOONOVER 180 equal monthly installments at $755.08
WILLIAM T. JOHNSON 180 equal monthly installments at $668.50
C. M. DOLLY, JR. 180 equal monthly installments at $654.58
LEWIS N. WARE 180 equal monthly installments at $746.50
THOMAS K. DERBYSHIRE 180 equal monthly installments at $1069.00
STEWART C. HOWELL 180 equal monthly installments at $511.75
WILMA D. FARRIS 180 equal monthly installments at $214.33
DOROTHY ERICKSON 180 equal monthly installments at $48.23
</TABLE>
<PAGE>
Exhibit 21
LIST OF SUBSIDIARIES OF CITIZENS FINANCIAL CORP.
Citizens Financial Corp., the registrant herein, certifies that its
sole subsidiary as of December 31, 1995 is Citizens National Bank of Elkins,
Randolph County, West Virginia, a national banking association incorporated in
the state of West Virginia.
<PAGE>
Exhibit 22
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 20, 1996
TO THE STOCKHOLDERS OF CITIZENS FINANCIAL CORP.:
Notice is hereby given that the Annual Meeting of Stockholders of Citizens
Financial Corp. will be held in the lobby of the Citizens National Bank of
Elkins, 211-213 Third Street, Elkins, West Virginia, on Saturday, April 20,
1996, at 11:00 A.M., for the purpose of voting on the following matters:
1. To fix the maximum number of Directors at nine (9).
2. To elect four (4) Directors to serve a full three year term expiring
in 1999. The nominees are: Max L. Armentrout; Raymond L. Fair; John F.
Harris; L. T. Williams.
In addition to the Foregoing nominees, the following five (5) persons
presently are serving as members of the Board of member: Robert N.
Alday (1997); Virginia C. Chabut (1998); Carlo DeMotto (1998); Cyrus
K. Kump (1997); and Emery Thompson, Jr. Directors, for terms to expire
in the year indicated for each (1998).
3. To conduct such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record as of the close of business on March 9, 1996 are entitled
to notice and to vote at the meeting.
I urge you to sign and date the enclosed proxy and return it at once in the
enclosed envelope. Proxies may be revoked at any time prior to the voting
thereof.
By order of the Board of Directors.
Leesa M. Harris
Secretary
March 8, 1996
<PAGE>
Exhibit 22 (cont.)
PROXY
CITIZENS FINANCIAL CORP.
ANNUAL MEETING OF STOCKHOLDERS - SATURDAY, APRIL 20, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
OF CITIZENS FINANCIAL CORP.
Mary Perchan, Nathaniel G. Jackson, and Harriet E. Shaw, or any of them,
each with all the powers and discretion the undersigned would have if personally
present, are hereby appointed to represent the undersigned, with full power of
substitution, at the Annual Meeting of Stockholders of Citizens Financial Corp.
to be held on April 20, 1996 (including any adjournments or postponements
thereof), and to vote all shares of stock of Citizens Financial Corp. which the
undersigned is entitled to vote on all matters that properly come before the
meeting, subject to any directions indicated in the boxes below.
This Proxy shall be voted as follows (MANAGEMENT RECOMMENDS A VOTE "FOR"
EACH OF THE FOLLOWING):
1. FIX THE MAXIMUM NUMBER OF DIRECTORS AT NINE (9)
FOR AGAINST ABSTAIN
---- ---- ----
2. ELECTION OF FOUR (4) CLASS 3 DIRECTORS (To serve three-year terms until
the Annual Meeting of Stockholders to be held in April, 1999)
FOR ALL NOMINEES LISTED BELOW AGAINST ALL NOMINEES LISTED BELOW
---- ----
(INSTRUCTION: To vote against any individual nominee, strike a line
through the nominee's name in the list below)
Max L. Armentrout
Raymond L. Fair
John F. Harris
L. T. Williams
3. In the discretion of the Proxy representatives, to vote with respect to
other matters that may come before the meeting or any adjournment thereof.
THIS PROXY WILL, WHEN PROPERLY EXECUTED, BE VOTED AS DIRECTED, IF NO DIRECTIONS
TO THE CONTRARY ARE INDICATED IN THE BOXES PROVIDED, THE REPRESENTATIVES WELL
VOTE "FOR" THE ABOVE LISTED PROPOSALS.
DATED this day of , 1996 (Please date this Proxy).
------ -----------------
- ---------------------------------------------
Signature of Registered Owner
- ---------------------------------------------
Signature of Registered Owner
Number of Shares Held:
-------
When signing as attorney, executor, administrator, trustee, or guardian,
please give full title. If more than one trustee, all should sign. All joint
owners must sign.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE.
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
Securities and Exchange Commission
Washington, D. C.
We hereby consent to the inclusion in this Annual Report on Form 10-K of our
report dated January 19, 1996, on our audit of the consolidated financial
statements of Citizens Financial Corp. as of December 31, 1995 and 1994, and for
the three years in the period ended December 31, 1995, appearing in the 1995
Annual Report to Shareholders of Citizens Financial Corp.
ARNETT & FOSTER
Charleston, West Virginia
March 22, 1996
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM * THE
DECEMBER 31, 1995 FORM 10-K AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<CURRENCY> U.S DOLLARS
<S> <C> <C>
<PERIOD-TYPE> 12-MOS 12-MOS
<FISCAL-YEAR-END> DEC-31-1995 DEC-31-1994
<PERIOD-START> JAN-01-1995 JAN-01-1994
<PERIOD-END> DEC-31-1995 DEC-31-1994
<EXCHANGE-RATE> 1 1
<CASH> 2,922 3,184
<INT-BEARING-DEPOSITS> 0 0
<FED-FUNDS-SOLD> 3,025 0
<TRADING-ASSETS> 0 0
<INVESTMENTS-HELD-FOR-SALE> 5,758 539
<INVESTMENTS-CARRYING> 28,615 49,009
<INVESTMENTS-MARKET> 28,872 47,712
<LOANS> 83,817 68,716
<ALLOWANCE> 1,036 1,000
<TOTAL-ASSETS> 126,350 123,927
<DEPOSITS> 109,671 108,063
<SHORT-TERM> 1,590 2,131
<LIABILITIES-OTHER> 803 554
<LONG-TERM> 334 203
0 0
0 0
<COMMON> 1,500 1,500
<OTHER-SE> 12,452 11,476
<TOTAL-LIABILITIES-AND-EQUITY> 126,350 123,927
<INTEREST-LOAN> 7,000 5,672
<INTEREST-INVEST> 2,439 2,714
<INTEREST-OTHER> 36 100
<INTEREST-TOTAL> 9,475 8,486
<INTEREST-DEPOSIT> 3,409 3,059
<INTEREST-EXPENSE> 3,530 3,131
<INTEREST-INCOME-NET> 5,945 5,355
<LOAN-LOSSES> 60 49
<SECURITIES-GAINS> 7 2
<EXPENSE-OTHER> 3,913 4,016
<INCOME-PRETAX> 2,448 1,708
<INCOME-PRE-EXTRAORDINARY> 2,448 1,708
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> 1,626 1,110
<EPS-PRIMARY> 2.36 1.60
<EPS-DILUTED> 2.36 1.60
<YIELD-ACTUAL> 5.06 4.57
<LOANS-NON> 213 282
<LOANS-PAST> 144 143
<LOANS-TROUBLED> 0 0
<LOANS-PROBLEM> 0 0
<ALLOWANCE-OPEN> 1,000 1,043
<CHARGE-OFFS> 46 98
<RECOVERIES> 22 6
<ALLOWANCE-CLOSE> 1,036 1,000
<ALLOWANCE-DOMESTIC> 1,036 1,000
<ALLOWANCE-FOREIGN> 0 0
<ALLOWANCE-UNALLOCATED> 411 545
</TABLE>
