[BECKLEY BANCORP, INC. LETTERHEAD]
April 21, 1997
Dear Fellow Stockholder:
On behalf of the Board of Directors and management of Beckley Bancorp,
Inc., I cordially invite you to attend the 1997 Annual Meeting of Stockholders
to be held in the West Virginia Room of the Raleigh County Armory-Civic Center,
200 Armory Drive, Beckley, West Virginia on Tuesday, May 20, 1997, at 10:00 a.m.
The attached Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the Annual Meeting. During the Annual Meeting, I
will also report on the operations of the Company. Directors and officers of the
Company, as well as representatives of Mason & Bashaw, CPA's, A.C., independent
accountants, will be present to respond to any questions stockholders may have.
Whether or not you plan to attend the Annual Meeting, please sign and date
the enclosed Proxy Card and return it in the accompanying postage-paid return
envelope as promptly as possible. This will not prevent you from voting in
person at the Annual Meeting, but will assure that your vote is counted if you
are unable to attend the Annual Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
/s/Duane K. Sellards
Duane K. Sellards
President
<PAGE>
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BECKLEY BANCORP, INC.
200 MAIN STREET
BECKLEY, WEST VIRGINIA 25801
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be Held on May 20, 1997
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NOTICE IS HEREBY GIVEN that the 1997 Annual Meeting of Stockholders (the
"Meeting") of Beckley Bancorp, Inc. ("the Company"), will be held in the West
Virginia Room of the Raleigh County Armory-Civic Center, 200 Armory Drive,
Beckley, West Virginia on Tuesday, May 20, 1997, at 10:00 a.m.
A proxy card and a proxy statement for the Meeting are enclosed.
The Meeting is for the purpose of considering and acting upon the
following matters:
1. The election of two directors of the Company;
2. The ratification of the appointment of Mason & Bashaw, CPA's,
A.C. as independent auditors of Beckley Bancorp, Inc. for the
fiscal year ending December 31, 1997; and
3. The transaction of such other matters as may properly come
before the Meeting or any adjournments thereof. The Board of
Directors is not aware of any other business to come before
the Meeting.
Any action may be taken on the foregoing proposals at the Meeting on the
date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Stockholders of record at the close
of business on April 15, 1997 are the stockholders entitled to vote at the
Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed proxy which is
solicited by the Board of Directors and to return it promptly in the enclosed
envelope. The proxy will not be used if you attend and vote at the Meeting in
person.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Ned H. Ragland, Jr.
Ned H. Ragland, Jr.
Secretary
Beckley, West Virginia
April 21, 1997
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO INSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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<PAGE>
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PROXY STATEMENT
OF
BECKLEY BANCORP, INC.
200 MAIN STREET
BECKLEY, WEST VIRGINIA 25801
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ANNUAL MEETING OF STOCKHOLDERS
May 20, 1997
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General
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Beckley Bancorp, Inc. ("Company") to be
used at the 1997 Annual Meeting of Stockholders of the Company ("Meeting") which
will be held in the West Virginia Room of the Raleigh County Armory-Civic
Center, 200 Armory Drive, Beckley, West Virginia on Tuesday, May 20, 1997, 10:00
a.m. local time. The accompanying Notice of Annual Meeting of Stockholders and
this proxy statement are being first mailed to stockholders on or about April
21, 1997.
At the Meeting, stockholders will consider and vote upon (i) the election
of two directors, and (ii) the ratification of the appointment of Mason &
Bashaw, CPA's, A.C. as independent auditors of the Company for the fiscal year
ending December 31, 1997. The Board of Directors of the Company ("Board" or
"Board of Directors") knows of no additional matters that will be presented for
consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder discretionary authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business, if
any, that may properly come before the Meeting or any adjournment thereof.
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Voting and Revocability of Proxies
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Stockholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a stockholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, proxies will be voted "FOR" the nominees for directors set forth
below and "FOR" the other listed proposal. The proxy confers discretionary
authority on the persons named therein to vote with respect to the election of
any person as a director where the nominee is unable to serve, or for good cause
will not serve, and matters incident to the conduct of the Meeting.
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Voting Securities and Principal Holders Thereof
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Stockholders of record as of the close of business on April 15, 1997
("Record Date"), are entitled to one vote for each share of common stock of the
Company ("Common Stock") then held. As of the Record Date, the Company had
601,465 shares of Common Stock issued and outstanding.
The certificate of incorporation of the Company ("Certificate of
Incorporation") provides that in no event shall any record owner of any
outstanding Common Stock which is beneficially owned, directly or indirectly, by
a person who beneficially owns in excess of 10% of the then outstanding shares
of Common Stock (the "Limit") be entitled or permitted to any vote with respect
to the shares held in excess
<PAGE>
of the Limit. Beneficial ownership is determined pursuant to the definition in
the Certificate of Incorporation and includes shares beneficially owned by such
person or any of his or her affiliates or associates (as such terms are defined
in the Certificate of Incorporation), shares which such person or his or her
affiliates or associates have the right to acquire upon the exercise of
conversion rights or options and shares as to which such person and his or her
affiliates or associates have or share investment or voting power, but shall not
include shares beneficially owned by any employee stock ownership plan or
similar plan of the issuer or any subsidiary.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote (after subtracting any
shares held in excess of the Limit) is necessary to constitute a quorum at the
Meeting. With respect to any matter, any shares for which a broker indicates on
the proxy that it does not have discretionary authority as to such shares to
vote on such matter (the "Broker Non-Votes") will not be considered present for
purposes of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
As to the election of directors, the proxy being provided by the Board
enables a stockholder to vote for the election of the nominees proposed by the
Board, or to withhold authority to vote for one or more of the nominees being
proposed. Under the Company's Bylaws, directors are elected by a majority of
votes cast by the shares entitled to vote in the election at a meeting of
stockholders at which a quorum is present.
As to the ratification of independent auditors as set forth in Proposal II
and all other matters that may properly come before the Meeting, by checking the
appropriate box, a stockholder may: vote "FOR" the item, (ii) vote "AGAINST" the
item, or (iii) vote to "ABSTAIN" on such item. Under the Company's Bylaws,
unless otherwise required by law, all other matters shall be determined by a
majority of votes cast affirmatively or negatively without regard to (a) Broker
Non-Votes, or (b) proxies marked "ABSTAIN" as to that matter.
Persons and groups owning in excess of 5% of the Common Stock are required
to file certain reports regarding such ownership pursuant to the Securities
Exchange Act of 1934, as amended ("1934 Act"). The following table sets forth,
as of the Record Date, certain information as to the Common Stock beneficially
owned by persons and groups in excess of 5% of the Common Stock and the
ownership of all executive officers and directors of the Company as a group.
<TABLE>
<CAPTION>
Percent of Shares of
Amount and Nature of Common Stock
Beneficial Ownership(1) Outstanding
----------------------- -----------
<S> <C> <C>
Mr. and Mrs. Tracy L. Riffe 40,075 (2) 6.7%
200 Main Street
Beckley, West Virginia 25801
Mr. Ned H. Ragland 37,999 (3) 6.3%
603 Club Circle
Daniels, West Virginia 25832
All Directors and Executive Officers as a Group 163,772 27.2%
(7 persons) (4)
</TABLE>
(Footnotes on following page.)
-2-
<PAGE>
(Footnotes continued from prior page.)
- ----------------------------------
(1) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and/or
investment power, unless otherwise indicated.
(2) Based on a Schedule 13D dated December 11, 1996. Includes 8,975 shares
subject to exercise of options to purchase such shares within sixty days
of the Record Date. Includes 1,190 shares granted under the Management
Stock Bonus Plan ("MSBP") of which 476 shares are fully vested and 714
shares are held by the MSBP trust.
(3) Based on a Schedule 13D dated December 11, 1996. Includes 8,975 shares
subject to exercise of options to purchase such shares within sixty days
of the Record Date. Includes 1,190 shares granted under the Management
Stock Bonus Plan ("MSBP") of which 476 shares are fully vested and 714
shares are held by the MSBP trust.
(4) Includes options to purchase an additional 17,850 shares and 30,000 shares
that are held by the executive officers and directors that may be
exercised pursuant to the Company's 1994 Stock Option Plan ("1994 Option
Plan") and 1996 Directors Stock Option Plan ("1996 Option Plan"),
respectively. Includes shares awarded under the MSBP over which shares the
named individuals will exercise sole or shared voting rights. The amount
provided excludes 15,329 unallocated, and 7,940 allocated, shares of
Common Stock over which Directors File, Graybeal, Perry, Ragland, and
Riffe exercise shared voting and dispositive power while serving as
trustee ("ESOP Trustee") to the Beckley Federal Savings Bank Employee
Stock Ownership Plan (the "ESOP") or as a member of the ESOP
administrative committee ("ESOP Committee"). Individuals serving as ESOP
Trustee or as a member of the ESOP Committee disclaim beneficial ownership
with respect to such shares held in a fiduciary capacity.
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SECTION 16(a) - BENEFICIAL REPORTING COMPLIANCE
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Section 16(a) of the 1934 Act requires the officers and directors of the
Company, and persons who own more than ten percent of the Common Stock, to file
reports of ownership and changes in ownership of the Common Stock, on Forms 3,
4, and 5, with the Securities and Exchange Commission ("SEC") and to provide
copies of those Forms 3, 4, and 5 to the Company. The Company is not aware of
any beneficial owner, as defined under Section 16(a), of more than ten percent
of the Common Stock.
Based upon a review of the copies of the forms furnished to the Company,
or written representations from certain reporting persons that no Forms 5 were
required, the Company believes that all Section 16(a) filing requirements
applicable to its executive officers and directors were complied with during the
fiscal year ended December 31, 1996.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Certificate of Incorporation requires that directors be divided into
three classes, each of which contains approximately one-third of the Board. The
directors shall be elected by the stockholders of the Company for staggered
three-year terms, or until their successors are elected and qualified. The Board
of Directors currently consists of six members. Two directors will be elected at
the Meeting, each to serve for a three-year term, as noted below, or until his
successor has been elected and qualified.
Duane K. Sellards and T. Arnold Graybeal have been nominated by the Board
of Directors to serve as directors. Messrs. Sellards and Graybeal are currently
members of the Board. If a nominee is unable to serve, the shares represented by
all valid proxies will be voted for the election of such substitute as the Board
of Directors may recommend or the size of the Board may be reduced to eliminate
the vacancy. At this time, the Board knows of no reason why a nominee might be
unavailable to serve.
-3-
<PAGE>
The following table sets forth the nominees and the directors continuing
in office, their name, age, the year they first became a director of the Company
or the Bank, the expiration date of their current term as a director, and the
number and percentage of shares of the Common Stock beneficially owned as of the
Record Date. Each director of the Company is also a member of the board of
directors of the Bank.
<TABLE>
<CAPTION>
Shares of
Year First Current Common Stock
Elected or Term to Beneficially Owned Percent
Name Age(1) Appointed(2) Expire (3) of Class
- ---- ------ ------------ ------- ----- --------
BOARD NOMINEES FOR TERM TO EXPIRE IN 2000
<S> <C> <C> <C> <C> <C>
Duane K. Sellards 55 1975 1997 29,993(4) 4.9%
T. Arnold Graybeal 62 1976 1997 15,465(5) 2.5%
DIRECTORS CONTINUING IN OFFICE
Robert N. File 46 1985 1998 22,025(5) 3.6%
Ned H. Ragland, Jr. 55 1984 1998 37,999(5) 6.3%
Tracy L. Riffe 72 1963 1999 40,075(5) 6.7%
James H. Perry, Jr. 65 1979 1999 15,165(5) 2.5%
</TABLE>
- -----------------------
(1) At December 31, 1996.
(2) Refers to the year the individual first became a director of the Bank.
All directors of the Bank are directors of the Company.
(3) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which shares
the individuals effectively exercise sole or shared voting and investment
power, unless otherwise indicated. For each individual, includes 8,975
shares of Common Stock which may be acquired by the exercise of stock
options awarded pursuant to stock option plans which are exercisable
within 60 days of the Record Date. For each individual, also includes 714
unvested shares of Common Stock awarded under the MSBP and held by the
MSBP trust.
(4) Includes 2,685 shares held through the ESOP.
(5) Excludes 15,329 unallocated, and 7,940 allocated, ESOP shares of Common
Stock held under the Employee Stock Ownership Plan ("ESOP") for which
Directors File, Graybeal, Perry, Ragland, and Riffe serve as members of
the ESOP Committee and as ESOP Trustees. Such individuals disclaim
beneficial ownership with respect to such shares held in a fiduciary
capacity. The ESOP purchased such shares for the exclusive benefit of plan
employee participants with funds borrowed from the Company. These shares
are held in a suspense account and will be allocated among ESOP
participants annually on the basis of compensation as the ESOP debt is
repaid. The ESOP Committee or the Board instructs the ESOP Trustee
regarding investment of ESOP plan assets. The ESOP Trustee must vote all
shares allocated to participant accounts under the ESOP as directed by
participants. Unallocated shares and shares for which no timely voting
direction is received will be voted by the ESOP Trustee as directed by the
ESOP Committee.
The principal occupation of each director and executive officer of the
Company is set forth below. All directors and executive officers have held their
present positions for five years unless otherwise stated. All of the directors
reside in the State of West Virginia.
Tracy L. Riffe serves as the Chairman of the Board of Directors of the
Company and the Bank and was the President of the Bank until his retirement in
1989. Mr. Riffe is the President and is a Director and majority stockholder of
Home Land Company, a real estate agency located in Beckley, West Virginia with
which he has been associated since 1961.
-4-
<PAGE>
James H. Perry, Jr. has been associated with Coldwell Banker as a realtor
since November 1994. Between 1987 and November 1994, Mr. Perry sold automotive
diagnostic products with Auto Test Products. In the past, Mr. Perry has served
as the President of the local Rotary Club and Raleigh County Chamber of
Commerce. He is also a past local Chairman of the United Fund.
Duane K. Sellards is the President and Chief Executive Officer of the
Company and has served as President of the Bank since 1989. Prior to that time,
he was the Secretary-Treasurer and Chief Financial and Operations Officer of the
Bank. Mr. Sellards is a Director of the Beckley-Raleigh County Chamber of
Commerce and a director of the Pinecrest Development Corporation. Mr. Sellards
is also a member of the Economic Restructuring Committee of Beckley Main Street,
and is an associate member of the Estate Planning Council of Southern West
Virginia.
T. Arnold Graybeal has served, since November 1996, as a Vice President,
Treasurer, and part owner of Boyce, Graybeal & Sayre, Inc., a consulting
company. Between April 1995 and November 1996, Mr. Graybeal served as the Vice
President of Finance with Bulk Materials Coal Handling, Inc. From April 1994 to
April 1995, he served as Vice President of Finance for Fairchild International.
Between August 1992 and April 1994, Mr. Graybeal was the Secretary and Treasurer
of Oneida Coal Company, Inc. Between 1991 and 1992, Mr. Graybeal was a business
consultant.
Robert N. File is a partner with the law firm of File, Payne, Scherer &
File. Mr. File is a member of the Estate Planning Council of Southern West
Virginia and is on the West Virginia University Foundation Planned Giving
Advisory Committee. Mr. File is also a director of the Beckley Water Company.
Ned H. Ragland, Jr. became the proprietor of the Law Office of Ned H.
Ragland, Jr. during March 1996. Prior to that time, he was a partner with the
law firm of Ragland & Larrick. Mr. Ragland has served as the President of the
Raleigh County Board of Education and is a former member of the Rotary Club.
Brian K. Pate, an executive officer who is not a director, is the Vice
President and Chief Financial Officer of the Company and the Bank and has served
with the Bank since 1992. Mr. Pate is 35 years of age. Between 1991 and 1992,
Mr. Pate was an accountant with R.L. Persinger & Company, an accounting firm in
Beckley, West Virginia. Prior to that time, Mr. Pate was an accountant with
ConAgra International Fertilizer Co.
Meetings and Committees of the Board of Directors
The Board of Directors of the Company conducts its business through
meetings of the Board and through activities of its committees. All committees
act for both the Company and the Bank. During the fiscal year ended December 31,
1996, the Board of Directors held 12 regular meetings and 1 special meeting. No
director attended fewer than 75% of the total meetings of the Board of Directors
of the Bank and committees during the time such director served during the
fiscal year ended December 31, 1996.
The Bank has the following three standing committees of the Board of
Directors: 1) the Executive Committee; 2) the Audit Committee; and 3) the
Appraisal Committee. The Bank also has a Nominating Committee which is appointed
by the Chairman of the Board each year.
-5-
<PAGE>
The Audit Committee consists of Directors File, Graybeal, Perry, Ragland,
and Riffe. The Audit Committee is responsible for recommending the appointment
of the Bank's independent public accountants and meeting with such accountants
with respect to the scope and review of the annual audit. The Audit Committee
held one meeting during the year ended December 31, 1996.
The Nominating Committee met one time during the year ended December 31,
1996, and consists of Directors File, Perry, Ragland and Riffe. The Nominating
Committee is responsible for nominating persons to serve as directors of the
Company. Stockholders seeking to make a nomination must deliver or mail (first
class, postage prepaid) a written notice to the Secretary of the Company not
less than thirty days nor more than sixty days prior to an annual meeting;
provided, however, that if less than thirty-one days' notice of the meeting is
given, such written notice must be delivered or mailed, as prescribed, to the
Secretary not later than the close of the tenth day following the day on which
notice of the meeting was mailed.
Directors' Compensation
Each member of the Board of Directors, except for the Chairman, received a
fee of $500 per month, regardless of the number of meetings attended, for the
year ended December 31, 1996. The Chairman received a fee of $800 per month
during the year. No additional fees are paid to the Directors for their service
on any committee. For the year ended December 31, 1996, director fees totaled
$39,600.
During 1995, options to purchase 2,975 shares of Common Stock were awarded
to each Director under the 1994 Option Plan and 1,190 shares of restricted stock
(vesting at a rate of 20% per year) were awarded to each Director under the
MSBP. During 1996, options to purchase 6,000 shares of Common Stock were awarded
to each Director under the 1996 Option Plan. See "--Stock Option Plans" and "--
Management Stock Bonus Plan."
Executive Compensation
Summary Compensation Table. The following table sets forth the cash and
non-cash compensation awarded to or earned by the President and Chief Executive
Officer of the Company. No other executive officer of the Company had a salary
and bonus during the year ended December 31, 1996 that exceeded $100,000 for
services rendered in all capacities to the Company or the Bank.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation Awards
- -------------------------------------------------------------------------------------
Options/
Restricted Securities
Name and Other Annual Stock Underlying All Other
Principal Position Year Salary Bonus Compensation(1) Awards($) SARs(#) Compensation
- ------------------- ---- ------ ----- --------------- --------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Duane K. Sellards 1996 $110,000 $ -- $ 6,000 -- 6,000 $17,492 (3)
President and Chief 1995 $100,000 $ -- $ 6,000 $18,594 (2) 2,975 $16,204 (4)
Executive Officer 1994 $ 94,000 $ -- $ 6,000 -- -- $ 8,944 (5)
- ---------------------------------------------------------------------------------------------------
</TABLE>
- ------------------------
(1) Includes fees for service on the Board of Directors. Does not include the
value of certain other benefits, which do not exceed 10% of the total
salary and bonus of the individual.
(Footnotes on following page.)
-6-
<PAGE>
(Footnotes continued from prior page.)
- ------------------------
(2) Consists of 1,190 shares that had an average bid/ask price of $15.625/share
as of the grant date and a total value of $19,635 based on an average
bid/ask price of $16.50/share as of December 31, 1995. Dividends are paid
on the restricted stock awarded. At December 31, 1996, Mr. Sellards held
714 shares of restricted stock that had a value of $12,317 (based on an
average bid/ask price of $17.25 per share on that date).
(3) Represents an allocation of 1,014 shares of Common Stock under the ESOP
based on an average bid/ask price of $17.25 as of December 31, 1996.
(4) Represents an allocation of 982.08 shares of Common Stock under the ESOP
based on an average bid/ask price of $16.50 as of December 31, 1995.
(5) Represents an allocation of 650.444 shares of Common Stock under the ESOP
based on an average bid/ask price of $13.75 as of December 31, 1994.
Employment Agreement
The Bank has entered into an employment agreement with President Duane
Sellards. The agreement is for a term of three years and has a base salary of
$116,000. The agreement is terminable by the Bank for just cause. Just cause is
defined in the agreement as termination by reason of personal dishonesty;
incompetence; willful misconduct; breach of a fiduciary duty involving personal
profit; intentional failure to perform stated duties; willful violation of any
law, rule, regulation (other than traffic violations or similar offenses);
entering into a final cease-and-desist order; or material breach of any
provision of the agreement. If the agreement is terminated for just cause, the
employee only receives his salary up to the date of termination. If the Bank
terminates the agreement without just cause, the employee is entitled to a
continuation of salary from the date of termination through the remaining term
of the agreement.
The agreement provides that in the event of involuntary termination of
employment in connection with, or within one year after, any change in control
of the Company or Bank, the employee will be paid a lump sum equal to 2.99 times
the employee's average compensation during the most recent five years. If a lump
sum payment had been made as of December 31, 1996, Mr. Sellards would have
received a payment of approximately $282,000. That payment would be an expense
to the Bank, reducing net income and the Bank's capital by that amount. The
agreement may be renewed annually if the Board of Directors determines that the
executive has met its requirements and standards.
Other Benefits
Pension Plan. The Bank participates in a tax-qualified defined benefit
pension plan (the "Pension Plan"). All full-time employees of the Bank are
eligible to participate after one year of service and attainment of the age of
21. A qualifying employee becomes fully vested in the Pension Plan upon
completion of five years of service or when the normal retirement age of 65 is
attained. The Pension Plan is intended to comply with the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
The Pension Plan provides for monthly payments to each participating
employee at normal retirement age. The annual benefit payable under the Pension
Plan is equal to 2.0% of final average compensation excluding overtime,
commission and bonus pay, ("FAC") multiplied by years of service. Benefits
become 100% vested under the Pension Plan upon completion of five years of
service. A participant who is vested in the Pension Plan may elect an early
retirement at age 55 with 10 years of service, and may elect to receive a
reduced monthly benefit. The Pension Plan also provides for payments in the
event of disability or death. At December 31, 1996, Duane K. Sellards had 23
years of credited service under the Pension Plan. Total pension expense for
1996, 1995, and 1994 amounted to $11,000, $29,000 and $35,000, respectively.
-7-
<PAGE>
Benefits are payable in the form of various annuity alternatives,
including a joint and survivor option, or in a lump-sum amount. The following
table shows the estimated annual benefits payable under the Pension Plan based
on the respective employee's years of benefit service and applicable average
annual salary, as calculated under the Pension Plan. For the Plan Year ended
December 31, 1996, the highest permissible annual benefit under the Internal
Revenue Code ("Code") is $120,000. Benefits under the Pension Plan are not
subject to offset for Social Security benefits.
<TABLE>
<CAPTION>
Years of Benefit Service
---------------------------------------------------------------------
15 20 25 30 35
--------- --------- --------- ------ ----------
<S> <C> <C> <C> <C> <C>
$ 20,000 $ 6,000 $ 8,000 $ 10,000 12,000 $ 14,000
40,000 12,000 16,000 20,000 24,000 28,000
60,000 18,000 24,000 30,000 36,000 42,000
80,000 24,000 32,000 40,000 48,000 56,000
100,000 30,000 40,000 50,000 60,000 70,000
125,000 37,500 50,000 62,500 75,000 87,500
150,000 45,000 60,000 75,000 90,000 105,000
</TABLE>
Employee Stock Ownership Plan. The Bank has established the ESOP for the
exclusive benefit of participating employees. Participating employees are
employees who have completed one year of service with the Company or its
subsidiary and attained the age of 21.
The ESOP is funded by contributions made by the Bank in cash or Common
Stock. Benefits may be paid either in shares of Common Stock or in cash. The
ESOP borrowed funds from the Company to acquire 23,805 shares of the Common
Stock issued in the Conversion, representing 4.0% of shares outstanding. This
loan is secured by the shares purchased and earnings of ESOP assets. The Company
financed the ESOP debt directly. Shares purchased with such loan proceeds will
be held in a suspense account for allocation among participants as the loan is
repaid.
Management Stock Bonus Plan
The Board of Directors of the Company adopted a restricted stock program
in 1994. The MSBP was approved by the Company's stockholders and by the OTS.
7,140 awards of restricted stock were made under the MSBP. The MSBP authorizes
the award of up to 23,805 shares of restricted stock.
Stock Option Plans
The Board of Directors of the Company adopted the 1994 Option Plan, which
was approved by the Company's stockholders and by the OTS. The 1994 Option Plan
was originally authorized to issue options covering up to 59,512 shares of
stock, of which this amount was reduced by 30,000 shares upon the adoption of
the 1996 Option Plan. The 1994 Option Plan is now authorized to issue options
covering up to 29,512 shares of stock, of which options covering 29,389 shares
had been awarded as of December 31, 1996. Mr. Sellards was awarded options
covering 6,000 shares of Common Stock.
-8-
<PAGE>
The Board of Directors of the Company adopted the 1996 Option Plan, which
did not require stockholder or regulatory approval. Each of the five
non-employee Directors received options to purchase 6,000 shares of Common Stock
at an exercise price of $18.25 per share of Common Stock. These options are
exercisable through June 2006. The 1996 Option Plan is authorized to issue
options covering up to 30,000 shares of stock. As of December 31, 1996, all
options authorized by the Plan had been awarded.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
(Individual Grants)
- ---------------------------------------------------------------------------
Percent of
Number of Total Options/
Securities SARs Granted
Underlying to Employees Exercise or
Options/SARs in Fiscal Base Price
Name Granted (#) Year ($/Sh) Expiration Date
- ---------------------------------------------------------------------------
Duane K. Sellards 6,000 51.5% $18.25 June 10, 2006
President and CEO
- ---------------------------------------------------------------------------
<TABLE>
<CAPTION>
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
OPTION/SAR VALUES
- ----------------------------------------------------------------------------------------------
Number of Securities
Underlying Unexercised Value of Unexercised
Shares Options/SARs in-the-Money Options/SARs
Acquired on Value at Fiscal Year-End at Fiscal Year-End*
Exercise Realized (#) ($)
Name (#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Duane K. Sellards 0 0 8,454/521 $4,834/0
President and CEO
- ----------------------------------------------------------------------------------------------
</TABLE>
- -----------------
* Based on an average bid/ask price of $17.25 per share on December 31, 1996.
- --------------------------------------------------------------------------------
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------------------------------
The Bank, like many financial institutions, has followed a policy of
granting various types of loans to officers, directors, and employees. The loans
have been made in the ordinary course of business and on substantially the same
terms, including interest rates, collateral and fees, as those prevailing at the
time for comparable transactions with the Bank's other customers, and do not
involve more than the normal risk of collectibility, nor present other
unfavorable features. All loans by the Bank to its directors and executive
officers are subject to OTS regulations restricting loans and other transactions
with affiliated persons of the Bank.
-9-
<PAGE>
- --------------------------------------------------------------------------------
PROPOSAL II -- RATIFICATION OF APPOINTMENT OF AUDITORS
- --------------------------------------------------------------------------------
Mason & Bashaw, CPA's, A.C. was the Company's independent public
accountant for the 1996 fiscal year. The Board of Directors has approved the
selection of Mason & Bashaw, CPA's, A.C. as its auditors for the 1997 fiscal
year, subject to ratification by the Company's stockholders. A representative of
Mason & Bashaw, CPA's, A.C. is expected to be present at the Meeting to respond
to stockholders' questions and will have the opportunity to make a statement if
he or she so desires.
Ratification of the appointment of the auditors requires the affirmative
vote of a majority of the votes cast by the stockholders of the Company at the
Meeting. The Board of Directors recommends that stockholders vote "FOR" the
ratification of the appointment of Mason & Bashaw, CPA's, A.C. as the Company's
auditors for the 1997 fiscal year.
- --------------------------------------------------------------------------------
OTHER MATTERS
- --------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Meeting other than those matters described above in this proxy statement.
However, if any other matters should properly come before the Meeting, it is
intended that proxies in the accompanying form will be voted in respect thereof
in accordance with the judgment of the person or persons voting such proxies.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
The cost of soliciting proxies will be borne by the Company. The Company
will reimburse brokerage firms and other custodians, nominees and fiduciaries
for reasonable expenses incurred by them in sending proxy materials to the
beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
The Company's 1996 Annual Report to Stockholders, including financial
statements, has been mailed to all stockholders of record as of the close of
business on April 15, 1997. Any stockholder who has not received a copy of such
Annual Report may obtain a copy by writing to the Chief Financial Officer of the
Company. Such Annual Report is not to be treated as a part of the proxy
solicitation material or as having been incorporated herein by reference.
-10-
<PAGE>
- --------------------------------------------------------------------------------
STOCKHOLDER PROPOSALS
- --------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials for
next year's Annual Meeting of Stockholders, any stockholder proposal to take
action at such meeting must be received at the Company's executive offices at
200 Main Street, Beckley, West Virginia 25801, no later than December 22, 1997.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the 1934 Act.
- --------------------------------------------------------------------------------
FORM 10-KSB
- --------------------------------------------------------------------------------
A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB FOR THE FISCAL YEAR
ENDED DECEMBER 31, 1996 WILL BE FURNISHED WITHOUT CHARGE TO STOCKHOLDERS AS OF
THE RECORD DATE UPON WRITTEN REQUEST TO THE CHIEF FINANCIAL OFFICER, BECKLEY
BANCORP, INC., 200 MAIN STREET, BECKLEY, WEST VIRGINIA 25801.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Ned H. Ragland, Jr.
Ned H. Ragland, Jr.
Secretary
Beckley, West Virginia
April 21, 1997
-11-
<PAGE>
- --------------------------------------------------------------------------------
BECKLEY BANCORP, INC.
- --------------------------------------------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 20, 1997
- --------------------------------------------------------------------------------
The undersigned hereby appoints the Board of Directors of Beckley Bancorp,
Inc. ("Company"), or its designee, with full powers of substitution, to act as
attorneys and proxies for the undersigned, to vote all shares of Common Stock of
the Company that the undersigned is entitled to vote at the 1997 Annual Meeting
of Stockholders ("Meeting"), to be held in the West Virginia Room of the Raleigh
County Armory-Civic Center, 200 Armory Drive, Beckley, West Virginia on Tuesday,
May 20, 1997, at 10:00 a.m. and at any and all adjournments thereof, in the
following manner:
FOR WITHHELD
1. The election as director of all nominees
listed below, each for a 3 year term
(except as marked to the contrary): |_| |_|
Duane K. Sellards
T. Arnold Graybeal
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
FOR AGAINST ABSTAIN
2. The ratification of Mason & Bashaw, CPA's, A.C.
as independent auditors of Beckley Bancorp, Inc.
for the fiscal year ending December 31, 1997. |_| |_| |_|
In their discretion, such attorneys and proxies are authorized to vote upon such
other business as may properly come before the Meeting or any adjournments
thereof.
The Board of Directors recommends a vote "FOR" all of the above listed
propositions.
- --------------------------------------------------------------------------------
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS STATED. IF ANY OTHER BUSINESS
IS PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS
PROXY IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS
OF NO OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
- --------------------------------------------------------------------------------
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Meeting, or at
any adjournments thereof, and after notification to the Secretary of the Company
at the Meeting of the stockholder's decision to terminate this proxy, the power
of said attorneys and proxies shall be deemed terminated and of no further force
and effect. The undersigned may also revoke this proxy by filing a subsequently
dated proxy or by notifying the Secretary of the Company of his or her decision
to terminate this proxy.
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Annual Meeting of Stockholders, a proxy
statement dated April 21, 1997 and the 1996 Annual Report to Stockholders.
Please check here if you
Dated: , 1997 |_| plan to attend the Meeting.
-----------------------------
- ----------------------------------- --------------------------------------
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
- ----------------------------------- --------------------------------------
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title. If shares are held jointly, each holder should sign.
- --------------------------------------------------------------------------------
PLEASE COMPLETE, DATE, SIGN AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
- --------------------------------------------------------------------------------
<PAGE>
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Beckley Bancorp, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
