Back to GetFilings.com
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
- --------------------------------------------------------------------------------
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended DECEMBER 31, 2002. Commission File Number 000-27894
----------------- ---------
COMMERCIAL BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
OHIO 34-1787239
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
118 S. SANDUSKY AVENUE, UPPER SANDUSKY, OHIO 43351
(Address of principal executive offices including zip code)
Registrant's telephone number, including area code: (419) 294-5781
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
none
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ------------------- -----------------------------------------
Common Shares, no par value
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, and (2) has been subject to such filing requirements
for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [ ] No [ X ]
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 the 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. [ ]
At June 30, 2002, the aggregate market value of voting stock held by
non-affiliates of the registrant, based on a share price of $23.10 per share
(such price being the last sale price on that date, and there being 1,106,812
non-affiliated, voting shares outstanding) was $25,567,357.
At February 14, 2003, there were issued and outstanding 1,163,175 of the
registrant's Common Shares.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S 2002 ANNUAL REPORT TO SHAREHOLDERS ARE INCORPORATED
BY REFERENCE INTO PARTS I AND II OF THIS FORM 10-K. PORTIONS OF THE REGISTRANT'S
PROXY STATEMENT DATED MARCH 14, 2003 FOR THE APRIL 9, 2003 ANNUAL MEETING OF
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF THE FORM 10-K.
INDEX
FORM 10-K
Page
PART I
ITEM 1. Description of Business 3
ITEM 2. Properties 5
ITEM 3. Legal Proceedings 5
ITEM 4. Submission of Matters to a Vote of Security Holders 6
PART II
ITEM 5. Market for Common Equity and Related Shareholder Matters 6
ITEM 6. Selected Financial Data 6
ITEM 7. Management's Discussion and Analysis of Financial Condition 6
and Results of Operation
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk 6
ITEM 8. Financial Statements and Supplementary Data 6
ITEM 9. Changes in and Disagreements with Accountants on 6
Accounting and Financial Disclosure
PART III
ITEM 10. Directors and Executive Officers of the Registrant 6
ITEM 11. Executive Compensation 7
ITEM 12. Security Ownership of Certain Beneficial Owners and Management 7
ITEM 13. Certain Relationships and Related Transactions 7
ITEM 14. Certification of Controls and Procedures 7
PART IV
ITEM 15. List of Exhibits and Reports on Form 8-K 8
SIGNATURES 9
EXHIBITS 10
- --------------------------------------------------------------------------------
2
PART I
ITEM 1 - DESCRIPTION OF BUSINESS
GENERAL
In February 1995, Commercial Bancshares, Inc. (the "Corporation") received
approval from the Board of Governors of the Federal Reserve System to become a
bank holding corporation by acquiring all the voting shares of common stock of
The Commercial Savings Bank (the "Bank"). The principal business of the
Corporation presently is to operate the Bank, which is a wholly owned
subsidiary, and its principal asset. The Corporation and the main office of the
Bank are located at 118 South Sandusky Avenue, Upper Sandusky, Ohio 43351. In
May 1997, the Board of Directors approved the establishment of the Corporation's
second wholly owned subsidiary, a consumer finance company, and thereby
chartered a new Ohio corporation by the name of "Advantage Finance, Inc." (the
"Finance Company"). On December 24, 1997, approval was granted by the Ohio
Division of Financial Institutions for the Finance Company to do business in
Ohio. On April 10, 1998 the Finance Company opened for business at 117 North
Greenwood, Marion, Ohio providing small consumer loans to customers in the
Marion area. In January 1999, the Corporation received regulatory approval from
the Ohio Department of Financial Institutions to establish the Finance Company
as a subsidiary of the Bank to facilitate its future operations. Finance Company
offices were added in Marion and Findlay during 2000 and 2001. During the year
2001, the Corporation elected to file to be a Financial Services Holding
Company, and received approval having met all additional capital requirements.
The Corporation applied for and received approval to open a payday cash advance
affiliate of the Corporation operating under the name of Cash Advantage,
Incorporated. It opened for business during November, 2002.
Although wholly owned by the Corporation, the Bank functions as an independent
community bank. The Bank was organized on April 20, 1920 as a state-chartered
Bank and incorporated as "The Lewis Bank & Trust Corporation" under the laws and
statutes of the State of Ohio. An amendment to the articles of incorporation on
February 8, 1929 changed the name of the Bank to its present name. The Bank
provides customary retail and commercial banking services to its customers,
including acceptance of deposits for demand, savings and time accounts and
servicing of such accounts; commercial, consumer and real estate lending,
including installment loans, individual retirement accounts (IRA's), safe
deposit facilities and night depository facilities. The Bank is a nonmember of
the Federal Reserve System, is insured by the Federal Deposit Insurance
Corporation and is regulated by the Ohio Division of Financial Institutions.
The Bank grants residential, installment and commercial loans to customers
located primarily in the Ohio counties of Wyandot, Marion, Hancock, Union, and
Franklin and the surrounding area. Commercial loans are primarily variable rate
and include operating lines of credit and term loans made to small businesses
primarily based on the ability to repay the loan from the cash flow of the
business. Such loans are typically secured by business assets, such as equipment
and inventory, and occasionally by the business owner's personal residence. When
the borrower is not an individual, the Bank generally obtains the personal
guarantee of the business owner. Commercial real estate loans are primarily
secured by borrower-occupied business real estate, and are dependent on the
ability of the related business to generate adequate cash flow to service the
debt. Such loans primarily carry adjustable interest rates. Residential real
estate loans are made with primarily fixed rates and are secured by the
borrower's residence. Such loans are made based on the borrower's ability to
make repayment from employment and other income. The Bank generally makes these
loans in amounts of 80% or less of the value of collateral. An appraisal is
obtained from a qualified real estate appraiser for substantially all loans
secured by real estate. Construction loans are secured by residential and
business real estate that primarily will be borrower-occupied upon completion.
The Bank usually makes the permanent loan at the end of the construction phase.
Installment loans to individuals include loans secured by automobiles and other
consumer assets, including second mortgages on personal residences. Loans
secured by automobiles are generated both by direct application from the
customer and from the Bank's purchase of indirect retail installment contracts
from the dealers. Credit card and overdraft protection loans are unsecured
personal lines of credit to individuals. The Finance Company specializes in
direct and indirect lending for consumer goods, 90-day and six-month
same-as-cash loans, second mortgage and home equity loans, and installment
loans. The Bank entered into a business relationship during 2000 whereby the
Bank obtained an ownership interest in Beck Title Agency, Ltd. of Carey, Ohio.
This joint venture provides an additional source of fee income for title
research activity on new home loan originations in the local market.
The general economic conditions in the Corporation's market area have generally
been consistent with the nation as a whole. Unemployment statistics have
generally been consistent with the State of Ohio as a whole and real estate
values have been stable. The Corporation is not aware of any exposure to
material costs associated with environmental hazardous waste cleanup. Bank loan
procedures require state and federal environmental regulatory studies be
obtained by Bank management before approving any commercial real estate loan
where such potential risk is considered likely to exist.
COMPETITION IN FINANCIAL SERVICES
The Bank, the Finance Company, Cash Advantage, and Beck Title compete for
business in the Ohio counties of Wyandot, Hancock, Marion, Union, and Franklin.
The Corporation's competitors for business come from two primary sources: large
regional firms and independent community banks and thrifts. The Finance Company
competes with both national and regional finance companies by bidding on
businesses with national networks of dealers. The payroll advance firm competes
with similar firms in the local markets only. The Bank also competes,
particularly for deposit dollars, with insurance companies, brokerage firms and
investment companies. The Bank finds that it competes favorably with the large
regional banks through its ability to maintain decision-making officers within
branch locations rather than centralizing decision-making in a corporate
headquarters. Competition with the independent community banks is
- --------------------------------------------------------------------------------
3
enhanced by creating product niches so as not to resort solely to pricing as a
means to attract business. Examples of the Bank's product niches include small
tractor/riding mower financing, small-business lending and low-fee demand
deposit accounts. The Finance Company has found a niche in indirect financing of
retail consumer goods from regional retailers.
EMPLOYEES
Currently the Bank has 113 full-time employees and 24 part-time employees. The
Finance Company has 8 full-time employees, and Cash Advantage, Inc. has one
full-time employee. Officers of the Corporation are also employees of the Bank
and have been included in these totals.
SUPERVISION AND REGULATION
REGULATION OF THE CORPORATION: The Corporation is a registered financial
services holding company organized under the laws of the State of Ohio on March
22, 1994. As such, the Corporation is subject to the laws of the State of Ohio
and is under the jurisdiction of the Securities Act of 1933, as amended, and
various Securities and Exchange Commission rules and regulations relating to the
offering and sale of its securities. The Corporation is also subject to
regulation under the Bank Holding Company Act of 1956, as amended. The Federal
Reserve Board regulates financial holding companies and may examine or inspect
the books and records of the Corporation and the Bank.
The Corporation is not aware of any current recommendations by regulatory
authorities that, if they were to be implemented, would have a material effect
on the Corporation.
REGULATION OF THE BANK: The Bank is chartered in the State of Ohio and regulated
by the Ohio Division of Financial Institutions. Further, the Federal Deposit
Insurance Corporation insures the Bank's depositors. These regulatory agencies
have the authority to examine the books and records of the Bank, and the Bank is
subject to their rules and regulations.
REGULATION OF THE FINANCE COMPANY: The Finance Company is chartered in the State
of Ohio and regulated by the Ohio Division of Financial Institutions, the
Federal Deposit Insurance Corporation, and the Federal Reserve Board. These
regulatory agencies have the authority to examine the books and records of the
Finance Company and the Finance Company is subject to their rules and
regulations.
REGULATION OF CASH ADVANTAGE, INC.: Cash Advantage, Inc. is chartered in the
State of Ohio by the Ohio Department of Commerce. It is regulated by the Ohio
Division of Financial Institutions, which has the authority to examine the books
and records of Cash Advantage, and is subject to their rules and regulations.
The following schedules present, for the periods indicated, certain financial
and statistical information of the Corporation as required under the Securities
and Exchange Commission's Industry Guide 3, or a specific reference as to the
location of required disclosures in the Corporation's 2002 Annual Report to
Shareholders (the "Annual Report"), which is included as Exhibit 13 to this
document and incorporated herein by reference.
STATISTICAL DISCLOSURES
The following statistical information for 2002, 2001, and 2000, included in the
Annual Report is incorporated herein by reference.
Pages of Annual Report
----------------------
Distribution of Assets, Liabilities and Shareholders, Equity;
Interest Rates and Interest Differential 5-6
Investment Portfolio 13
Loan Portfolio 9-10
Summary of Loan Loss Experience 10-13
Deposits 14
Return on Equity and Assets 2
Short-term Borrowings 31
- --------------------------------------------------------------------------------
4
ITEM 2 - PROPERTIES
The Corporation's headquarters and the Bank's main office are located at 118
South Sandusky Avenue, Upper Sandusky, Ohio, in Wyandot County. The building is
used exclusively by the Corporation and the Bank. All of the offices listed
below are owned by the Bank or the Finance Company, and are free and clear of
any encumbrances, except the branch inside the WalMart located at 2500 Tiffin
Avenue in Findlay, Ohio.
Location Description
- --------------------------------------------------------------------------------------------
1. Main Office Two story building built in the early 1900's
118 S. Sandusky Ave. and remodeled in 1991.
Upper Sandusky, Ohio 43351
- --------------------------------------------------------------------------------------------
2. Carey Office One story building built and opened in 1973.
128 S. Vance Street
Carey, OH 43316
- --------------------------------------------------------------------------------------------
3. Harpster Office One story building purchased in 1978.
17480 Cherokee Street
Harpster, OH 43323
- --------------------------------------------------------------------------------------------
4. North Drive-In Office One story drive in office opened in 1981.
400 N. Sandusky Avenue
Upper Sandusky, OH 43351
- --------------------------------------------------------------------------------------------
5. Marion Barks Road Office One story building purchased, renovated,
170 Barks Road East and opened in 1988.
Marion, OH 43302
- --------------------------------------------------------------------------------------------
6. Findlay Tiffin Avenue Office One story building purchased in 1992. The
1600 Tiffin Avenue building was renovated in 1999 to add more
Findlay, OH 45840 office space.
- --------------------------------------------------------------------------------------------
7. Marion Jamesway Office One story building constructed and opened
279 Jamesway in 1996.
Marion, OH 43302
- --------------------------------------------------------------------------------------------
8. Bellefontaine Office One story building purchased, renovated,
1245 Bellefontaine Ave. and opened in 1999.
Marion, OH 43302
- --------------------------------------------------------------------------------------------
9. Findlay Lincoln Street Office One story building purchased in 1999 and
201 Lincoln Street opened in 2000.
Findlay, OH 45840
- --------------------------------------------------------------------------------------------
10. Richwood Office One story building purchased and opened
335 East Blagrove Street in 2000.
Richwood, OH 43344
- --------------------------------------------------------------------------------------------
11. Westerville Office Two story building purchased in 2000 and
17 N. State Street opened in 2001.
Westerville, OH 43081
- --------------------------------------------------------------------------------------------
12. WalMart Office Located inside the store with leased square
2500 Tiffin Avenue footage opened in 2001.
Findlay, OH 45840
- --------------------------------------------------------------------------------------------
13. Advantage Finance Main Street Two story building purchased and opened
141 S. Main Street in 2000.
Marion, OH 43301
- --------------------------------------------------------------------------------------------
The Bank operated an intermittent office inside the Rotary Towers Nursing
Facility in Marion, Ohio, which was opened in 1991, and closed as of November 4,
2002.
The new corporate affiliate Cash Advantage, Inc. currently utilizes office space
inside the WalMart Office of the Bank at 2500 Tiffin Avenue, Findlay, Ohio.
The Bank considers its physical properties to be in good operating condition
(subject to reasonable wear and tear) and suitable for the purposes for which
they are being used.
ITEM 3 - LEGAL PROCEEDINGS
There is no pending litigation, other than routine litigation incidental to the
business of the Corporation, Bank, Finance Company, or Cash Advantage of a
material nature involving or naming the Corporation, Bank, Finance Company, or
Cash Advantage as a defendant. Further, there are no material legal proceedings
in which any director, officer, principal shareholder, affiliate of the
Corporation, or security holder owning five percent of the Corporation's common
stock; or any associates of such persons is a party or has a material interest
that is adverse to the Corporation, Bank, Finance Company, or Cash Advantage.
None of the routine litigation in which the Corporation, Bank, Finance Company,
or Cash Advantage is involved is expected to have a material adverse impact on
the financial position or results of operations of the Corporation, Bank,
Finance Company, or Cash Advantage.
- --------------------------------------------------------------------------------
5
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the fourth quarter
of 2002.
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information set forth under the heading "Shareholder Information" on page 41
of the Annual Report is incorporated herein by reference.
ITEM 6 - SELECTED FINANCIAL DATA
The information set forth under the heading "Comparative Summary of Selected
Financial Data" on page 2 of the Annual Report is incorporated herein by
reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The information set forth under the heading "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 3 through
17, inclusive, of the Annual Report is incorporated herein by reference.
ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information set forth under the heading "Quantitative and Qualitative
Disclosures about Market Risk" on pages 15 and 16 of the Annual Report to
Shareholders is incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information contained in the consolidated financial statements and related
notes and the report of independent auditors thereon, on pages 19 through 42,
inclusive, of the Annual Report to Shareholders is incorporated herein by
reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
No changes in or disagreements with the Corporation's independent accountants on
accounting and financial disclosure have occurred.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning Directors and Executive Officers of the Corporation
appears on pages 4 through 10 inclusive and page 17 under the captions
"Information relating to Nominees and other Directors", "Executive Officers",
"Report of the Audit Committee of the Board of Directors", and "Section 16(a)
Beneficial Ownership Reporting Compliance" in the Corporation's Definitive Proxy
Statement dated March 14, 2003 for the Annual Meeting of Shareholders to be held
on April 9, 2003 and is incorporated herein by reference.
- --------------------------------------------------------------------------------
6
ITEM 11 - EXECUTIVE COMPENSATION
Information concerning executive compensation appears on pages 3 and 11 through
16, inclusive, under the captions "Compensation of Directors", "Report of the
Executive Compensation Committee of the Board of Directors on Executive
Compensation", "Compensation Committee Interlocks and Insider Participation in
Compensation Decisions", "Executive Compensation", "Deferred Compensation Plan",
"Stock Option Plan", "Supplemental Executive Retirement Plan", "Employment
Contracts", and "Performance Graph" in the Corporation's Definitive Proxy
Statement dated March 14, 2003 for the Annual Meeting of Shareholders to be held
on April 9, 2003 and is incorporated herein by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Information concerning security ownership of certain beneficial owners and
management is contained on pages 2 and 4 through 8 under the captions "Voting
Securities and Principal Holders Thereof" and "Information Relating to Nominees
and other Directors" in the Corporation's Definitive Proxy Statement dated March
14, 2003 for the Annual Meeting of Shareholders to be held on April 9, 2003 and
is incorporated herein by reference.
The following table includes information as of December 31, 2002 with respect to
the 1997 Commercial Bancshares, Inc. Stock Option Plan, under which equity
securities of the Corporation are authorized for issuance. The Corporation has
no other compensation plans under which equity securities of the Corporation are
authorized for issuance.
Number of securities
remaining available for
Number of securities to be Weighted-average future issuance under equity
issued upon exercise of exercise price of compensation plans (excluding
outstanding options, outstanding options, securities reflected in
Plan category warrants and rights warrants and rights column(a))
- ------------- ------------------- ------------------- ----------
(a) (b) (c)
Equity Compensation
plans approved by
security holders 67,804 $24.2539 80,504
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is
contained on pages 3 and 4 under the caption "Related Transactions" in the
Corporation's Definitive Proxy Statement dated March 14, 2003 for the Annual
Meeting of Shareholders to be held on April 9, 2003 and is incorporated herein
by reference.
ITEM 14 - CERTIFICATION OF CONTROLS AND PROCEDURES
Within the 90-day period prior to the filing date of this report, an evaluation
was carried out under the supervision and with the participation of the
Corporation's management, including its Chief Executive Officer and Chief
Financial Officer, of the effectiveness of its disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) under the
Securities Exchange Act of 1934). Based on their evaluation, the Corporation's
Chief Executive Officer and Chief Financial Officer have concluded that the
Corporation's disclosure controls and procedures are, to the best of their
knowledge, effective to ensure that information required to be disclosed by the
Corporation in reports that it files or submits under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms. Subsequent to the date of
their evaluation, the Corporation's Chief Executive Officer and Chief Financial
Officer have concluded that there were no significant changes in the
Corporation's internal controls or in other factors that could significantly
affect its internal controls, including any corrective actions with regard to
significant deficiencies and material weaknesses.
- --------------------------------------------------------------------------------
7
ITEM 15 - LIST OF EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
Exhibit Number Description of Document
- -------------- -----------------------
3.1 Amended Articles of Incorporation of the Corporation (incorporated by
reference to Registrant's Form 8-K dated April 27, 1995)
3.2 Code of Regulations of the Corporation (incorporated by reference to
Registrant's Form 8-K dated April 27, 1995)
4 Form of Certificate of Common Shares of the Corporation (incorporated by
reference to Registrant's Form 8-K dated April 27, 1995)
10 Material Contracts (incorporated by reference to Registrant's Forms S-8
dated August 1, 1997 and March 17, 1999)
13 Annual Report to Shareholders for the Year Ended 2002
21 Subsidiaries of the Registrant
23.1 Consent of Crowe, Chizek and Company, LLP
23.2 Consent of Shumaker, Loop & Kendrick, LLP (incorporated by reference to
Registrant's Forms S-8 dated August 1, 1997 and March 17, 1999)
99.1 Certification by CEO Pursuant to 18 U.S.C. ss.1350
99.2 Certification by CFO Pursuant to 18 U.S.C. ss.1350
All of such previously filed documents are hereby incorporated by reference in
accordance with Item 601 of Regulation S-K. Such documents are available to
shareholders without charge upon request from the Issuer.
(b) REPORTS ON FORM 8-K
One report on Form 8-K was filed during the last quarter of the period covered
by this report, regarding the heart attack suffered by Raymond E. Graves,
president and C.E.O. of both the Corporation and the Bank on September 1, 2002.
Philip W. Kinley, Senior Executive Vice President of the Corporation and Bank
assumed the role of acting C.E.O., which was confirmed by the Board of Directors
at its normal meeting on September 11, 2002. At the time, the report said Mr.
Graves would be convalescing at home until released by his physician, and that
he was expected to make a full recovery. Subsequent to that filing, Mr. Graves
returned to work on November 4, 2002, although on a slightly reduced schedule
designed to coincide with his rehabilitation program.
- --------------------------------------------------------------------------------
8
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the under signed, thereunto
duly authorized.
03/21/2003 COMMERCIAL BANCSHARES, INC.
- ----------------------------
Date
By: /s/RAYMOND E. GRAVES
-----------------------------------
Raymond E. Graves, President
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities indicated on
March 21, 2003.
Signatures Signatures
---------- ----------
/s/RAYMOND E. GRAVES /s/HAZEL FRANKS
- -------------------------------------------- --------------------------------------------
Raymond E. Graves Hazel Franks
President (Principal Executive Officer) and Director
Director
/s/JOHN C. HALLER /s/DEBORAH J. GRAFMILLER
- -------------------------------------------- --------------------------------------------
John C. Haller Deborah J. Grafmiller
Vice President and Chief Financial Officer Director
/s/RICHARD SHEAFFER /s/MICHAEL A. MASTRO
- -------------------------------------------- --------------------------------------------
Richard Sheaffer Michael A. Mastro
Director, Chairman of the Board Director
/s/DANIEL E. BERG /s/WILLIAM E. RUSE
- -------------------------------------------- --------------------------------------------
Daniel E. Berg William E. Ruse
Director Director
/s/LYNN R. CHILD /s/MICHAEL A. SHOPE
- -------------------------------------------- --------------------------------------------
Lynn R. Child Michael A. Shope
Director Director
/s/MARK DILLON /s/DOUGLAS C. SMITH
- -------------------------------------------- --------------------------------------------
Mark Dillon Douglas C. Smith
Director Director
/s/EDWIN G. EMERSON
- --------------------------------------------
Edwin G. Emerson
Director
- -------------------------------------------------------------------------------
9
INDEX TO EXHIBITS
Page
Reference to Number in
Prior Filing or This
Exhibit Number Form 10-K
Exhibit Number Description of Document Attached Hereto Report
- -------------- ----------------------- --------------- ---------
3.3 Amended Articles of Incorporation 1 Not Applicable
of the Corporation
3.4 Code of Regulations of 2 Not Applicable
the Corporation
4 Form of Certificate of Common Shares 3 Not Applicable
of the Corporation
10 Material Contracts 4 Not Applicable
13 Annual Report to Shareholders 5 11-54
for the Year Ended 2002
21 Subsidiaries of the Registrant 6 55
23.1 Consent of Crowe, Chizek and Company LLP 7 56
23.2 Consent of Shumaker, Loop & Kendrick, LLP 8 Not Applicable
99.1 Certification by CEO Pursuant to 18 U.S.C. ss.1350 57
99.2 Certification by CFO Pursuant to 18 U.S.C. ss.1350 58
- --------------------------------------------------------------------------
10