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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C., 20549
FORM 10-K
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[ X ] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934
For the fiscal year ended December 31, 1996
OR
[ ] Transition Report Pursuant to Section 13 or 15 (d) or the Securities
Exchange Act of 1934
For the transition period from to
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Commission file number: 0-11671
POCAHONTAS BANKSHARES CORPORATION
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(Exact name of registrant as specified in its charter)
West Virginia 55-0628089
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
500 Federal Street, Bluefield, WV 24701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (304) 325-8181
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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NONE NONE
Securities registered pursuant to Section 12(g) of the Act:
Pocahontas Bankshares Corporation: $1.25 Par Value - Common Stock
(Title of class)
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. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant as of March 17, 1997 was $34,678,344 and the number of shares
outstanding of the registrant's common stock was 2,000,000.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the annual shareholders report for the fiscal year ended
December 31, 1996 are incorporated by reference into Part II.
Portions of the proxy statement for the annual shareholders meeting to be
held April 15, 1997, are incorporated by reference into Part III.
Total number of pages, including cover page and exhibits - 61
POCAHONTAS BANKSHARES CORPORATION
1996 FORM 10-K ANNUAL REPORT
TABLE OF CONTENTS
PART I
ITEM 1. BUSINESS.................................................... 3
ITEM 2. PROPERTIES.................................................. 5
ITEM 3. LEGAL PROCEEDINGS........................................... 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS......... 6
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS....................................... 6
ITEM 6. SELECTED FINANCIAL DATA..................................... 7
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS....................... 7
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DAT.................. 7
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE....................... 7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT......... 8
ITEM 11. EXECUTIVE COMPENSATION..................................... 8
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................................
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............. 8
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K................................... 8
SIGNATURES ......................................................... 10
2
PART I
ITEM 1. BUSINESS
POCAHONTAS BANKSHARES CORPORATION
Pocahontas Bankshares Corporation ("Corporation" or "Registrant")
was organized under the laws of West Virginia in 1983 at the direction of
the Board of Directors of The First National Bank of Bluefield
("Bluefield"). On March 1, 1984, the effective date of the corporate
reorganization, the shareholders of Bluefield became the shareholders of
the Corporation, and Bluefield became a wholly-owned subsidiary of the
Corporation. On March 11, 1988, the Registrant acquired control of the
Bank of Oceana, Oceana, WV ("Oceana"). On May 24, 1991, the Registrant
formed First Century Bank, Roanoke, Virginia. During 1993, the main office
of First Century Bank was redesignated to Wytheville, Virginia. Effective
November 28, 1994, the merger of Bank of Oceana into The First National
Bank of Bluefield was completed and the name of the resulting entity was
changed to First Century Bank, National Association, with its main office
in Bluefield, West Virginia. Substantially, all of the operations of the
Corporation are carried on through its Bluefield subsidiary which serves as
the Registrant's lead bank. The officers and directors of the Corporation,
who are also officers and directors of the subsidiaries, re ceive their
entire compensation from the subsidiaries. The Corporation's executive
offices are located at 500 Fed eral Street, Bluefield, West Virginia.
The Registrant's principal business and major source of revenue
is, and is expected to remain, commercial banking. The Registrant
currently derives substantially all its revenues from dividends paid by the
subsidiary banks. Dividend payments by these subsidiaries are influenced
by the earnings, asset growth and current capital position of the
individual subsidiary. In addition, various regulatory agencies control
the payment of dividends. For additional information regarding the payment
of dividends, see Note 11 of the Notes to the Consolidated Fi nancial
Statements in the Registrant's 1996 Annual Report to the Stockholders
attached as Exhibit 13 to this report.
FIRST CENTURY BANK, N.A.
First Century Bank, N.A., a national banking association, was
organized and chartered in 1891 as The First National Bank of Bluefield,
under the laws of the State of West Virginia and the National Bank Act.
Bluefield offers customary banking services, including commercial, real
estate, installment, and other loans; interest-bearing and non-interest
bearing transaction accounts, savings and time deposit accounts including
certificates and other deposit accounts, featuring various maturities and
market rates; Individual Retirement Accounts; Visa and MasterCard services
under an arrangement with a correspondent bank; safe deposit facilities;
personal and corporate trust services; and various cash management
services. In addition to the main office, Bluefield currently operates
five additional branches in Mercer and Wyoming counties in southern West
Virginia.
As of December 31, 1996, Bluefield had 116 full-time employees
and 13 part-time employees. Bluefield is not a party to any collective
bargaining agreements, and, in the opinion of management, enjoys
satisfactory re lations with its employees.
FIRST CENTURY BANK
First Century Bank, Wytheville, Virginia ("Wytheville"), is a
state chartered bank organized under the laws of the Commonwealth of
Virginia. Wytheville offers customary banking services, including
commercial, real estate, installment, and other loans; interest-bearing and
non-interest bearing transaction accounts, savings and time deposit
accounts including certificates and other deposit accounts, featuring
various maturities and market rates; Individual Retirement Accounts; Visa
and MasterCard services under an arrangement with a correspondent bank;
safe deposit facilities; personal and corporate trust services; and various
cash management services. In addition to the main office, Wytheville
currently operates one additional branch.
As of December 31, 1996, Wytheville had 14 full-time employees
and 2 part-time employees. Wytheville is not a party to any collective
bargaining agreements, and, in the opinion of management, enjoys
satisfactory re lations with its employees.
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COMPETITION
Vigorous and intense competition exists in all areas where the
Registrant and its subsidiaries are engaged in business, generally from
other banks located in southern West Virginia and southwestern Virginia.
However, this competition is not only limited to other commercial banks.
The subsidiary banks also compete for certain lines of business with
savings and loan associations, mortgage companies, credit unions, consumer
finance companies, leasing companies, insurance companies, mutual funds and
brokerage firms. Significant competition also exists from state-wide
multi-bank holding companies located in West Virginia and Virginia, which
have offices in the communities the Registrant serves. These institutions
are larger in terms of capital, resources and personnel. This requires that
the Registrant place a high emphasis on quality service, with a significant
amount of personal attention, in order to effectively compete with these
larger institutions. Management feels that this competition is likely to
intensify in the future, as the regional banks, such as NationsBank and
Banc One, continue to enter the markets in which the Registrant currently
operates.
FUTURE ACQUISITIONS AND EXPANSION
The Registrant may from time to time consider expansion of its
banking operations through acquisition of or formation of other banks
and/or bank related businesses.
SUPERVISION AND REGULATION
The Corporation is under the jurisdiction of the United States
Securities and Exchange Commission and the State of West Virginia's
Secretary of State with respect to matters relating to the offer and sale
of its securities and matters relating to reporting to such commissions and
to its shareholders.
The Corporation is a registered holding company under the Bank
Holding Company Act of 1956, as amended, and is regulated by the Federal
Reserve. As a bank holding company, the Corporation is required to file
with the Federal Reserve an Annual Report and such additional information
as the Federal Reserve may require pursuant to the Bank Holding Company
Act. The Federal Reserve may also conduct examinations of the Corporation
and each subsidiary. The Bank Holding Company Act requires every bank
holding company to obtain prior approval from the Federal Reserve before
acquiring direct or indirect ownership or control of more than five percent
of the voting shares of any bank which is not already majority owned or
controlled by that bank holding company. The Federal Reserve is
prohibited, however, from approving the acquisition by the Corporation of
the voting shares of, or substantially all of the assets of, any bank
located outside West Virginia, unless such acquisition is specifically
authorized by the laws of the state in which the bank is located. Under
West Virginia law, the Corporation is authorized to acquire ownership or
control of additional banks in the state of West Virginia, provided, this
does not result in control of more than twenty percent (20%) of the total
deposits of all depository institutions in the state of West Virginia.
Acquisition of such additional banks would require ap proval from the
Federal Reserve and the Commissioner of Banking of the State of West
Virginia.
The Bank Holding Company Act further provides that the Federal
Reserve will not approve any acquisition, merger or consolidation (a) which
would result in a monopoly, (b) which would be in furtherance of any
combination or conspiracy to monopolize or attempt to monopolize the
business of banking at any part of the United States, (c) the effect of
which may be to substantially lessen competition or to tend to create a
monopoly in any section of the country or (d) which in any other manner
would be in restraint of trade, unless the anti-competitive effects of the
proposed transaction are clearly outweighed by the public interest in the
probable effect of the transaction meeting the convenience and needs of the
community to be served.
In addition to having the right to acquire ownership and control
of other banks, the Corporation is authorized to acquire ownership and
control of non-banking companies, provided the activities of such companies
are so closely related to banking or managing or controlling banks that the
Federal Reserve considers such activities to be proper to the operation and
control of banks. Regulation Y, promulgated by the Federal Reserve, sets
forth those activities which are regarded as closely related to banking or
managing or controlling banks and thus are permissible activities for bank
holding companies, subject to the approval by the Federal Reserve in
individual cases.
Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Bank Holding Company Act on any extension of
credit to the bank holding company or any of its subsidiaries, on
investment in
4
the stock or other securities thereof, and on the taking of such stock or
securities for loans to any borrower. Further, under Section 106 of the
1970 amendments to the Bank Holding Company Act and the regulations of the
Federal Reserve, a bank holding company through its banking subsidiaries is
prohibited from engaging in certain tie-in arrangements in connection with
any extension of credit or provision of any property or services. The
Federal Reserve possesses cease and desist powers over bank holding
companies and their non-bank subsidiaries if their actions are unsafe or
unsound practices or violations of law.
Bluefield operates as a national banking association subject to
examination by the Office of the Comptroller of the Currency (the
"Comptroller"). The Comptroller regulates all areas of a national bank's
operations, both commercial and trust, including loans, deposits, mergers,
branches, interest rates, and payments of dividends.
Bluefield, by means of its national charter, is also a member of
the Federal Reserve System, and as such, is affected by the monetary
policies of the Federal Reserve System which regulates the national money
supply in order to mitigate recessionary and inflationary pressures. The
instruments of monetary policy employed by the Federal Reserve include open
market operations in U. S. Government securities, changes in the reserve
requirement for member banks, and changes in the discount rate for member
bank borrowings.
In view of the changing conditions in the national economy and
the money markets, as well as, the effect of actions by monetary and fiscal
authorities, including the Federal Reserve, no prediction can be made as to
possible future changes in interest rates, deposit levels, loan demand of
the business and earnings of the Corporation or its subsidiaries.
Wytheville operates as an insured state non-member bank subject
to examination by the Bureau of Financial Institutions of the State
Corporation Commission of the Commonwealth of Virginia. The Bureau of
Financial Institutions regulates all areas of a state bank's operation,
both commercial and trust, including loans, deposits, mergers, branches,
interest rates and payment of dividends.
Both of the subsidiary banks are also insured and regulated by
the Federal Deposit Insurance Corporation (the "FDIC"). The major function
of the FDIC with respect to insured member banks is to pay depositors to
the extent provided by law in the event an insured bank is closed without
adequately providing for payment of the claims of the depositors.
STATISTICAL DISCLOSURE
The statistical and other financial data disclosures required
pursuant to Guide 3 of the Preparation and Filing of Reports and
Registration Statements under the Securities Exchange Act of 1934 are
contained within Management's Discussion and Analysis of Financial
Condition and Results of Operations appearing on pages 4 through 17 of the
accompanying 1996 Annual Report to Stockholders, incorporated herein by
reference in this Form 10-K annual report as Exhibit 13.
ITEM 2. PROPERTIES
The offices of the Registrant are located at 500 Federal Street,
Bluefield, West Virginia. Principal properties owned or leased by the
subsidiary banks consist of modern single purpose facilities that house all
the amenities to comfortably conduct the full range of financial services
provided by the Registrant and its subsidiaries.
Bluefield holds title to seven pieces of real estate, including the
property and building at 500 Federal Street and the property and building
at 516 Federal Street. These two buildings, which are adjacent to each
other, comprise a total of approximately 45,000 square feet of space. The
third property is located at 525 Federal Street, which comprises
approximately 10,000 square feet of interior space and approximately 20,000
square feet of real estate. The fourth property is located on Bland Street
near the 525 Federal Street property, and consists of approximately 42
parking spaces which is used for employee parking. These four properties
accommodate the main offices of both Bluefield and the Registrant.
Bluefield also holds title to three pieces of real estate in Wyoming
County, West Virginia. (1) The property and building that houses the
office in Oceana, located on State Route 10, Cook Parkway, Oceana, West
Virginia. This property consists of approximately 22,000 square feet, of
which approximately 6,500 square feet is interior
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space. (2) The property and building that houses the Pineville office
located on State Route 10, Pineville, West Virginia. This property
consists of approximately 18,000 square feet, of which approximately 3,000
square feet is interior space. (3) Lots Number 22 and 23 Hedrick Addition
which is currently used as an employee parking lot for the Oceana main
office. This property consists of approximately 14,000 square feet, of
which 5,500 square feet is paved.
In addition, Bluefield leases approximately 8,000 square feet at 200
Princeton Avenue, Bluefield, WV, in accordance with a renewable lease which
provides for an annual rent of $5,000. Bluefield also leases ap
proximately 21,750 square feet of space at 2020 College Avenue, Bluefield,
WV, under a renewable lease which currently requires a rental rate of $600
per month. Bluefield also leases approximately 27,225 square feet of space
at 1215-A Stafford Drive, Princeton, WV. The current renewable lease
provides for rent to be paid at the rate of $14,000 per year with
adjustments allowed at the end of each five year period of the term.
Wytheville holds title to two pieces of real estate. The property and
building located at 200 Peppers Ferry Road in Wytheville, Virginia houses
the main office and is comprised of approximately two acres of real estate
and approximately 6,200 square feet of interior space. Wytheville also
owns the property and building located on State Route 52 in Max Meadows,
Virginia, which is comprised of approximately one acre of real estate and
approximately 2,000 square feet of interior space and houses the Fort
Chiswell branch.
ITEM 3. LEGAL PROCEEDINGS
Neither the Registrant nor any of its subsidiaries are presently
involved in any material legal proceedings other than ordinary routine
litigation incidental to its business.
As a result of efforts to collect a delinquent loan, Bluefield filed
suit in the Circuit Court of Mercer County, Civil Action 85-C-847-B,
against Andrew L. Clark and William J. Sheppard involving their alleged
failure to pay equity into a townhouse project which was the subject of a
loan agreement with Mercer County, West Virginia, covering the issuance of
an industrial revenue bond in the principal sum of $1,000,000. Still
pending are certain counts of a counterclaim filed by Clark and Sheppard in
relation to the underlying case which was decided in Bluefield's favor.
Management and legal counsel feel strongly that the remaining counts of the
counterclaim filed by Clark and Sheppard are without merit.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to security holders for a vote during
the fourth quarter ended December 31, 1996.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
No established public market presently exists for the common stock of
the Registrant. Management does not expect that a more active trading
market will develop in the near future for the common stock of the
Registrant.
Page 16 of the 1996 Annual Report to Stockholders (incorporated herein
by reference) describes further the information for market, stockholders,
and dividends. The payment of dividends is subject to the restrictions de
scribed in Note 11 of the Notes to Consolidated Financial Statements. The
Board of Directors evaluates the dividend payment on the Registrant's
common stock after the conclusion of each calendar quarter.
6
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data required by this item is set forth in
Management's Discussion and Analysis of Financial Condition and Results of
Operations on page 17 of the Registrant's 1996 Annual Report to
Stockholders (Exhibit 13), incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results
of Operations appearing on pages 4 through 17 of the accompanying 1996
Annual Report to Stockholders is incorporated by reference in this Form 10-
K annual report as Exhibit 13. Management's discussion and analysis should
be read in conjunction with the related financial statements and notes
thereto.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following financial statements, management report of financial
responsibility, and report of independent accountants for the years ended
December 31, 1996, 1995, and 1994, which are included in the Corporation's
1996 Annual Report to Stockholders (Exhibit 13), are incorporated herein by
reference:
The report of independent accountants on page 39 of the Registrant's
1996 Annual Report to Stockholders reflects an unqualified opinion on the
1996 and 1995 consolidated statements of financial condition and the
related consolidated statements of income, changes in stockholders' equity,
and cash flows for each of the years in the three-year period ended
December 31, 1996, issued by Coopers & Lybrand, Charlotte, North Carolina,
the Registrant's independent accountant for those years.
Reference to
1996 Annual Report
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Consolidated Statements of Condition Page 18
Consolidated Statements of Income Page 19
Consolidated Statements of Cash Flows Page 20
Consolidated Statements of Changes
in Stockholders' Equity Page 21
Notes to Consolidated Financial
Statements Pages 22 through 38
Report of Independent Accountants Page 39
The supplementary financial information required by this item is set
forth in Note 13 of "Notes to Consolidated Financial Statements" on Page 36
of the Corporation's 1996 Annual Report to Stockholders (Exhibit 13),
incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no disagreements with the independent accountants on
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
7
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information concerning the directors and executive officers of the
Registrant has been omitted in accordance with General Instruction G since
Registrant has filed its definitive proxy statement with the Com mission on
or about March 28, 1997 (which is not later than 120 days after December
31, 1996, the close of the fiscal year of Registrant): and such information
is incorporated herein by reference to such proxy statement.
ITEM 11. EXECUTIVE COMPENSATION
Management remuneration has been omitted in accordance with General
Instruction G since Registrant has filed its definitive proxy statement
with the Commission on or about March 28, 1997, (which is not later than
120 days after December 31, 1996, the close of the fiscal year of
Registrant): and such information is incorporated herein by reference to
such proxy statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security ownership of certain beneficial owners and management has
been omitted in accordance with General Instruction G since Registrant has
filed its definitive proxy statement with the Commission on or about March
28, 1997, (which is not later than 120 days after December 31, 1996, the
close of the fiscal year of Registrant): and such information is
incorporated herein by reference to such proxy statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain relationships and related transactions has been omitted in
accordance with General Instruction G since Registrant has filed its
definitive proxy statement with the commission on or about March 28, 1997,
(which is not later than 120 days after December 31, 1996, the close of the
fiscal year of Registrant): and is incorporated herein by reference to such
proxy statement.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements.
See Item 8 on Page 7 of this document for a listing of all
Financial Statements, Accountants' Report, and Supplementary
Data.
2. Financial Statement Schedules.
All schedules are omitted, as the required information is
inapplicable or the information is presented in the Consolidated
Financial Statements or related notes.
(b) Reports on Form 8-K.
No Reports on Form 8-K were filed during the fourth quarter of
1996.
(c) Exhibits
3. Articles of incorporation and bylaws.
Articles of amendment to articles of incorporation and restated
articles of incorporation were filed with and are incorporated
herein by reference to the June 30, 1996 Form 10-Q. (Bylaws
were previously
8
filed in a Registration Statement on Form S-14, Registration No. 2-85126,
and are incorporated herein by reference.)
10. Material Contracts
a. Sample agreement pertaining to a split-dollar life insurance
arrangement between Bluefield and Messrs. Wilkinson,
Satterfield, Kennett and Albert.
11. Statement regarding computation of per share earnings. (These
statements are included in the notes to the consolidated
financial statements which are incorporated herein by reference.)
13. Annual report to security holders.
22. Subsidiaries of the registrant.
(This disclosure is included in the notes to the consolidated
financial statements which are incorporated herein by reference.)
27. Financial Data Schedule
9
SIGNATURES
Pursuant to the requirements of Section 13 or 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.
(Registrant) Pocahontas Bankshares Corporation
BY: /s/ J. Ronald Hypes
------------------------------------------
J. Ronald Hypes, Treasurer
(Principal Accounting & Financial Officer)
DATE: March 19, 1997
------------------------------------------
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 dates indicated.
BY: /s/ B. L. Jackson Date: March 18, 1997
------------------------------------------- ----------------
B. L. Jackson, Jr., Chairman of the Board
and Director
BY: /s/ R. W. Wilkinson Date: March 18, 1997
------------------------------------------- ----------------
R. W. Wilkinson, President & Chief Executive
Officer & Director
(Principal Executive Officer)
BY: /s/ Charles A. Peters Date: March 18, 1997
------------------------------------------- ----------------
Charles A. Peters, Secretary and Director
BY: Date:
------------------------------------------- ----------------
Eustace Frederick, Director
BY: Date:
------------------------------------------- ----------------
Robert M. Jones, Jr., M.D., Director
BY: Date:
------------------------------------------- ----------------
Harold L. Miller, Jr., Director
BY: Date:
------------------------------------------- ----------------
C. E. Richner, Director
BY: /s/ B. K. Satterfield Date: March 18, 1997
------------------------------------------- ----------------
Byron K. Satterfield, Director
BY: /s/ John C. Shott Date: March 19, 1997
------------------------------------------- ----------------
John C. Shott, Director
BY: /s/ Scott H. Shott Date: March 18, 1997
------------------------------------------- ----------------
Scott H. Shott, Director
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BY: Date:
------------------------------------------- ----------------
Walter L. Sowers, Director
BY: /s/ J. Brookins Taylor Date: March 18, 1997
------------------------------------------- ----------------
J. Brookins Taylor, M. D., Director
BY: Date:
------------------------------------------- ----------------
James P. Thomas, M. D., Director
BY: /s/ Frank W. Wilkinson Date: March 17, 1997
------------------------------------------- ----------------
Frank W. Wilkinson, Director
11