UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
South Branch Valley Bancorp, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $2.50
- -------------------------------------------------------------------------------
(Title of Class of Securities)
836730101
(CUSIP Number)
H. Charles Maddy, III Copy to: Sandra M. Murphy, Esquire
South Branch Valley Bancorp, Inc. Bowles Rice McDavid Graff & Love,
P.L.L.C.
P. O. Box 680 P. O. Box 1386
Moorefield, WV 26836 Charleston, WV 25325-1386
(304) 538-2353 (304) 347-1100
- ------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
June 17, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filling
this schedule because of Rule 13d-1(b)(3) or (4), check the following box. |_|.
Check the following box if a fee is being paid with the statement |X| . (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
1
<PAGE>
SCHEDULE 13D
CUSIP No. 836730101 Page 1 of 7 Pages
--------------- -------- -------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
John W. Crites
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
John W. Crites, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) |_|
n/a
6 CITIZENSHIP OR PLACE OF ORGANIZATION
John W. Crites - United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
John W. Crites - 51,205 (12.4%)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
John W. Crites - 0 -
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
John W. Crites - 51,205 (12.4%)
10 SHARED DISPOSITIVE POWER
WITH
John W. Crites - 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|-|
n/a
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON
IN
2A
<PAGE>
SCHEDULE 13D
CUSIP No. 836730101 Page 2 of 7 Pages
--------- ------ -------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gary L. Hinkle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
Gary L. Hinkle, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) |_|
n/a
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Gary L. Hinkle - United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
Gary L. Hinkle - 12,297 - (3.0%)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
Gary L. Hinkle - 2,265 - (.6%)
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
Gary L. Hinkle - 12,297 - (3.0%)
10 SHARED DISPOSITIVE POWER
WITH
Gary L. Hinkle - 2,265 - (.6%)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
n/a
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON
IN
2B
<PAGE>
SCHEDULE 13D
CUSIP No. 836730101 Page 3 of 7 Pages
----------- ------ -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jeffrey E. Hott
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
Jeffrey E. Hott, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) |_|
n/a
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Jeffrey E. Hott - United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
Jeffrey E. Hott - 4,530 (1.1%)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
Jeffrey E. Hott - 16,975 (4.1%)
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
Jeffrey E. Hott - 4,530 (1.1%)
10 SHARED DISPOSITIVE POWER
WITH
Jeffrey E. Hott - 16,975 (4.1%)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
n/a
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON
IN
2C
<PAGE>
SCHEDULE 13D
CUSIP No. 836730101 Page 4 of 7 Pages
---------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Oscar M. Bean
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
Oscar M. Bean, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) |_|
n/a
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Oscar M. Bean - United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
Oscar M. Bean - 7,441 (1.8%)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
Oscar M. Bean - 1,833 - (.4%)
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
Oscar M. Bean - 7,441 (1.8%)
10 SHARED DISPOSITIVE POWER
WITH
Oscar M. Bean - 1,833 - (.4%)
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
n/a
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON
IN
2D
<PAGE>
SCHEDULE 13D
CUSIP No. 836730101 Page 5 of 7 Pages
---------- ---- ----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald W. Biller
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
Donald W. Biller, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) |_|
n/a
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Donald W. Biller - United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
Donald W. Biller - 6,626 (1.6%)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
Donald W. Biller - 0 -
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
Donald W. Biller - 6,626 (1.6%)
10 SHARED DISPOSITIVE POWER
WITH
Donald W. Biller - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
n/a
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON
IN
2E
<PAGE>
SCHEDULE 13D
CUSIP No. 836730101 Page 6 of 7 Pages
----------- ---- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas J. Hawse, III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
Thomas J. Hawse, III, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) |_|
n/a
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Thomas J. Hawse, III - United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
Thomas J. Hawse, III - 3,100 (.8%)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
Thomas J. Hawse, III - 0 -
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
Thomas J. Hawse, III - 3,100 (.8%)
10 SHARED DISPOSITIVE POWER
WITH
Thomas J. Hawse, III - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
n/a
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON
IN
2F
<PAGE>
SCHEDULE 13D
CUSIP No. 836730101 Page 7 of 7 Pages
---------- ----- -----
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mary Ann Ours
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) |X|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS
Mary Ann Ours, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(E) |_|
n/a
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Mary Ann Ours - United States
NUMBER OF 7 SOLE VOTING POWER
SHARES
Mary Ann Ours - 5,121 (1.2%)
BENEFICIALLY 8 SHARED VOTING POWER
OWNED
Mary Ann Ours - 0 -
BY EACH 9 SOLE DISPOSITIVE POWER
REPORTING PERSON
Mary Ann Ours - 5,121 (1.2%)
10 SHARED DISPOSITIVE POWER
WITH
Mary Ann Ours - 0 -
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
111,393
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|_|
n/a
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.0%
14 TYPE OF REPORTING PERSON
IN
2G
<PAGE>
Schedule 13D
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this Statement relates is the
Common Stock, par value $2.50 per shares (the "Shares"), of South Branch Valley
Bancorp, Inc., a West Virginia corporation (the "Company"), principal executive
offices of which are located at 310 North Main St., Moorefield, West Virginia
26836.
ITEM 2. IDENTITY AND BACKGROUND.
The persons filing this statement are as follows:
Name & Address Occupation Citizenship
- ------------------------ -------------------------------------- -------------
Oscar M. Bean Senior Partner United States
P. O. Box 30 Bean & Bean, Attorneys at Law
Moorefield, WV 26836 118 Washington Street, Moorefield, WV 26836
John W. Crites President, Allegheny Wood Products,Inc. United States
46 Point Drive P. O. Box 867
Petersburg, WV 26847 Petersburg, WV 26847
Partner, Allegheny Dimension, LLC
HC83, Box 5 (wood products industry)
Petersburg, WV 26847
Partner, JPC, LLC
P. O. Box 867 (wood products industry)
Petersburg, WV 26847
Partner, KJV Aviation, Inc.
P. O. Box 867(airplane charter service)
Petersburg, WV 26847
Gary L. Hinkle President, Hinkle Trucking, Inc. United States
P. O. Box 65 P. O. Box 65 (trucking company)
Circleville, WV 26804 Circleville, WV 26804
President, Dettinburn Transport, Inc.
HC 59, Box 360(trucking company)
Petersburg, WV 26847
President, Mt. Storm Fuel Corporation
P. O. Box 55 (fuel distributor)
Circleville, WV 26804
3
<PAGE>
Jeffrey E. Hott Vice President, Franklin Oil Company United States
HC 60, Box 27A P. O. Box 517 (fuel distributor)
Franklin, WV 26807 distributor)
Franklin, WV 26807
Vice President, E. E. Hott, Inc.
P. O. Box 656 (real estate holding co.)
Franklin, WV 26807
Vice President, Hott's Ag Services, Inc.
P. O. Box 656 (retail agricultural sales)
Franklin, WV 26807
Thomas J. Hawse, III President, Hawse Food Market, Inc. United States
P. O. Box 602 Rt. 220, North (retail grocery)
Moorefield, WV 26836 Moorefield, WV 26836
Partner, Hawse Brothers
Donald W. Biller President, D. W. Biller, Inc. United States
HC 83, Box 30 HC 83, Box 30 (farming operation)
Lost River, WV 26811 Lost River, WV 26811
Mary Ann Ours President, Ours Valley View Farms, Inc. United States
P. O. Box 541 P. O. Box 541 (poultry & beef operation)
Moorefield, WV 26836 Moorefield, WV 26836
During the past five years, none of the above-named persons has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors). In addition, during the past five years, no such person has been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, and as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of or prohibiting or
mandating activities subject to Federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
For each of the individuals reporting herein, the source of funds is
personal funds of each reporting person. The amount of funds for each individual
reporting herein is shown in the chart set forth in Item 4 hereof.
4
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction reported herein is to permit the Company to
purchase shares in a West Virginia state banking corporation. The Company
executed a Stock Purchase Agreement dated as of February 7, 1997, with Fred L.
Haddad, Karen L. Haddad, Larry Haddad, Susan Haddad, Lauren Haddad, Elizabeth
Haddad and Paul White to purchase a total of 424,680 shares of the common stock
of Capital State Bank, Inc. (the "Capital State Shares"), a state banking
corporation located at 2402 Mountaineer Boulevard, South Charleston, West
Virginia 25309. This acquisition was contingent upon the receipt by the Company
of regulatory approvals from federal and state banking regulators. On June 17,
1997, the earliest consummation date possible following receipt of all
regulatory approvals, the proposed acquisition was consummated. The source and
amount of funds used in purchasing the Capital State Shares was (i) $178,690.50
in funds currently available from the Company, (ii) a loan in an amount not to
exceed $3,000,000 from the Potomac Valley Bank, Petersburg, West Virginia and
(iii) $1,492,789.50 made available to South Branch as a result of the sale of
authorized but unissued shares of the Company stock to the individuals reporting
herein who are directors of the Company at a purchase price of $43.50 per share.
The directors who purchased Company Shares and the amount they purchased are as
follows:
Amount of Shares
of Applicant Owned
Director's Name Number of Shares Dollar Amount After Acquisition
- --------------- --------------------- ------------------- ---------------------
Number %
John W. Crites 25,300 $1,100,550.00 51,205 12.4
Gary L. Hinkle 4,600 200,100.00 14,562 3.6
Jeffrey E. Hott 2,530 110,055.00 21,505 5.2
Oscar M. Bean 575 25,012.50 9,274 2.2
Donald W. Biller 506 22,011.00 6,626 1.6
Thomas J. Hawse, III 300 13,050.00 3,100 0.8
Mary Ann Ours 506 22,011.00 5,121 1.2
------- ------------ ------ ---
34,317 $1,492,789.50 111,393 27.0%
========= ============ ====
5
<PAGE>
The individuals reporting herein do not have any present plans or proposals
which relate to or would result in: (i) the acquisition by any person of
additional securities of the Company, or the disposition of securities of the
Company; (ii) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its subsidiaries;
(iii) a sale or transfer of a material amount of assets of the Company or any of
its subsidiaries; (iv) any change in the present board of directors or
management of the Company, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the board except to
the extent future acquisitions by the Company would require such changes; (v)
any material change in the present capitalization or dividend policy of the
Company; (vi) any other material change in the Company's business or corporate
structure; (viii) changes in the Company's charter, by-laws, or other
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person; (viii) causing a class of
securities of the Company to be delisted from a national securities exchange or
to cease to be authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (ix) a class of equity securities of
the Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or (x) any action
similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
a. The following individuals beneficially own shares of the Company
in the amounts shown.
Name Number of Shares Percent
---- ---------------- -------
John W. Crites 51,205 12.4%
Gary L. Hinkle 14,562 3.6%
Jeffrey E. Hott 21,505 5.2%
Oscar M. Bean 9,274 2.2%
Donald W. Biller 6,626 1.6%
Thomas J. Hawse, III 3,100 0.8%
Mary Ann Ours 5,121 1.2%
------- --------
111,393 27.0%
For purposes of this Schedule 13D, each member of the group
acknowledges beneficial ownership of a total of 111,348 Shares.
Members of the group
6
<PAGE>
acknowledge that because of their agreement to purchase privately
placed shares of the Company to assist the Company in acquiring the
Capital State Shares, they are each technically deemed to be the
beneficial owners of all equity securities owned by the entire group
as provided in Rule 13d-5(b)(1).
b. Each of the individuals listed above has the power to vote and
dispose of the shares listed as follows:
Sole Shared Sole Shared
Name Voting Voting Dispositive Dispositive
-------------- ------- -------- ----------- ------------
John W. Crites 51,205 0 51,205 0
Gary L. Hinkle 12,297 2,265 12,297 2,265
Jeffrey E. Hott 4,530 16,975 4,530 16,975
Oscar M. B 7,441 1,833 7,441 1,833
Donald W. Biller 6,626 0 6,626 0
Thomas J. Hawse, 3,100 0 3,100 0
Mary Ann Ours 5,121 0 5,121 0
c. The individuals reporting herein purchased the following shares on
June 17, 1997 in connection with the acquisition by the Company of
the Capital State Shares.
Name Number of Shares Price per Unit
---- ---------------- -----------------
John W. Crites 25,300 $43.50
Gary L. Hinkle 4,600 $43.50
Jeffrey E. Hott 2,530 $43.50
Oscar M. Bean 575 $43.50
Donald W. Biller 506 $43.50
Thomas J. Hawse, III 300 $43.50
Mary Ann Ours 506 $43.50
--------
34,317
7
<PAGE>
d. n/a
e. n/a
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
There are no contracts, arrangements, understandings or relationships among
the persons reporting herein any other person with respect to any securities of
the Company, other than the agreement of each person reporting herein to
purchase Shares in order to facilitate the acquisition by the Company of the
Capital State Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Written Agreement relating to the filing of a joint acquisition
statement on Schedule 13D.
8
<PAGE>
SIGNATURE TO SCHEDULE 13D
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: June 27, 1997.
JOHN W. CRITES
By SOUTH BRANCH VALLEY BANCORP, INC.
Attorney-in-Fact for John W. Crites
By: /s/ H. C. Maddy, III
------------------------------------
H. C. Maddy, III
Its: President
/s/ Gary L. Hinkle
-----------------------------------------
GARY L. HINKLE
/s/ Jeffrey E. Hott
-----------------------------------------
JEFFREY E. HOTT
/s/ Oscar M. Bean
------------------------------------------
OSCAR M. BEAN
/s/ Donald W. Biller
------------------------------------------
DONALD W. BILLER
THOMAS J. HAWSE, III
By SOUTH BRANCH VALLEY BANCORP, INC.
Attorney-in-Fact for Thomas J. Hawse, III
By: /s/ H. C. Maddy, III
----------------------------------------
H. C. Maddy, III
Its: President
/s/ Mary Ann Ours
--------------------------------------------
MARY ANN OURS
9
<PAGE>
EXHIBIT NO. 1
AGREEMENT TO FILE JOINT SCHEDULE 13-D
This Agreement is made and entered into as of this 27th day of June, 1997,
by and among John W. Crites, Gary L. Hinkle, Jeffrey E. Hott, Oscar M. Bean,
Donald W. Biller, Thomas J. Hawse, III and Mary Ann Ours ("Purchasing
Shareholders");
WHEREAS, the Purchasing Shareholders agree to purchase authorized by
unissued shares of South Branch Valley Bancorp, Inc. ("South Branch") stock to
facilitate the acquisition by South Branch of 424,680 shares of Capital State
Bank, Inc.;
WHEREAS, under federal securities laws the Purchasing Shareholders are
required to file a Schedule 13D with the Securities and Exchange Commission; and
WHEREAS, whenever two or more persons are required to file a statement
containing the information required by Schedule 13D and any amendments thereto,
only one statement need be filed provided that such statement identifies all
such persons and includes their agreement in writing that such a statement be
filed on behalf of each of them.
NOW, THEREFORE, the Purchasing Shareholders hereby agree as follows:
1. Agreement to file Joint Schedule 13D. The Purchasing Shareholders agree
that for ease of filing and their convenience, that a single joint Schedule 13D
and any amendments thereto be filed on their behalf with the Securities and
Exchange Commission.
2. Counterparts. This Agreement may be executed in one or more original
counterparts with each when signed construed together shall constitute an
original.
E-1
<PAGE>
JOHN W. CRITES
By SOUTH BRANCH VALLEY BANCORP, INC.
Attorney-in-Fact for John W. Crites
By:
---------------------------------------
H. C. Maddy, III
Its: President
------------------------------
GARY L. HINKLE
------------------------------
JEFFREY E. HOTT
------------------------------
OSCAR M. BEAN
------------------------------
DONALD W. BILLER
THOMAS J. HAWSE, III
By SOUTH BRANCH VALLEY BANCORP, INC.
Attorney-in-Fact for Thomas J. Hawse, III
By:
-------------------------------------
H. C. Maddy, III
Its: President
------------------------------
MARY ANN OURS
E-2
