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UNITED STATES
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, 2003. Commission File Number 000-27894
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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 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. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in the Securities Exchange Act of 1934 Rule 12b-2). Yes [ ] No [ X ]
At June 30, 2003, the aggregate market value of voting stock held by
non-affiliates of the registrant, based on a share price of $25.00 per share
(such price being the last sale price on that date, and there being 1,051,572
non-affiliated, voting shares outstanding) was $26,289,300.
At February 20, 2004, there were issued and outstanding 1,175,499 of the
registrant's Common Shares.
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE REGISTRANT'S 2003 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 19, 2004 FOR THE APRIL 14, 2004 ANNUAL MEETING OF
SHAREHOLDERS ARE INCORPORATED BY REFERENCE INTO PART III OF THE FORM 10-K.
INDEX
FORM 10-K
Page
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PART I
ITEM 1. Description of 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 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 7
ITEM 9. Changes in and Disagreements with Accountants on 7
Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures 7
PART III
ITEM 10. Directors and Executive Officers of the Registrant 7
ITEM 11. Executive Compensation 7
ITEM 12. Security Ownership of Certain Beneficial Owners and Management 8
ITEM 13. Certain Relationships and Related Transactions 8
ITEM 14. Principal Accountant Fees and Services 8
PART IV
ITEM 15. List of Exhibits and Reports on Form 8-K 9
SIGNATURES 10
INDEX TO EXHIBITS 11
EXHIBIT A: CEO 302 Certification 12
CFO 302 Certification 13
CEO 906 Certification 14
CFO 906 Certification 15
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 company 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 (the "Division") 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 Division 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. Discussions with the Division prompted the Corporation to cease
operations of Cash Advantage as of December 31, 2003.
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 (FDIC) and is regulated by the Division and the FDIC.
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
3
obtained an ownership interest in Beck Title Agency, Ltd. of Carey, Ohio
("Beck Title"). This joint venture provides an additional source of fee income
for title research activity on new home loan originations in the local market.
On December 23, 2003, Articles of Incorporation were filed for Commercial
Financial and Insurance Agency, LTD, an Ohio limited liability company. This
company, which did not operate in 2003, is a subsidiary of the Corporation and
was formed to enable the Corporation to expand the products and services
available to current customers and others to include the sales of non-deposit
investment products and other selected financial and insurance products and
services.
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 that 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, 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 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 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 102 full-time employees and 25 part-time employees. The
Finance Company has 7 full-time employees. 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 Division. Further, the FDIC 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 Division, the FDIC, 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.
4
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 2003 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 2003, 2002, and 2001, 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 6-7
Investment Portfolio 14
Loan Portfolio 9-11
Summary of Loan Loss Experience 11-14
Deposits 14-15
Return on Equity and Assets 2
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, except the branch inside the
WalMart located at 2500 Tiffin Avenue in Findlay, Ohio, and are free and clear
of any encumbrances.
Location Description
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1. Main Office Two story building built in the early 1900's
118 S. Sandusky Ave. and remodeled in 1991.
Upper Sandusky, Ohio 43351
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2. Carey Office One story building built and opened in 1973.
128 S. Vance Street
Carey, OH 43316
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3. Harpster Office One story building purchased in 1978.
17480 Cherokee Street
Harpster, OH 43323
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4. North Drive-In Office One story drive in office opened in 1981.
400 N. Sandusky Avenue
Upper Sandusky, OH 43351
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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
Findlay, OH 45840 more office space.
- -------------------------------------------------------------------------------------
7. Marion Jamesway Office One story building constructed and opened
279 Jamesway in 1996.
Marion, OH 43302
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8. Bellefontaine Office One story building purchased, renovated,
1245 Bellefontaine Ave. and opened in 1999.
Marion, OH 43302
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9. Findlay Lincoln Street Office One story building purchased in 1999 and
201 Lincoln Street opened in 2000.
Findlay, OH 45840
- -------------------------------------------------------------------------------------
5
Location Description
- -------------------------------------------------------------------------------------
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 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, or Finance Company. None of the
routine litigation in which the Corporation, Bank, or Finance Company is
involved is expected to have a material adverse impact on the financial position
or results of operations of the Corporation, Bank, or Finance Company.
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 2003.
PART II
ITEM 5 - MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The information set forth under the heading "Shareholder Information" on page 44
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 17 through 19 of the Annual Report is
incorporated herein by reference.
6
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 20 through 43,
inclusive, of the Annual Report is incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
The Corporation changed its independent accountants from Crowe Chizek and Co.,
LLC to Plante & Moran PLLC in keeping with the mandates of the Sarbanes-Oxley
Act, whereby the internal and external audit functions must be performed by
separate entities. Crowe Chizek and Co., LLC continued in the capacity of
providing internal audit functions for the Corporation. The change had nothing
to do with any disagreements between the Corporation and its independent
accountants on accounting and financial disclosures. This change was reported
previously in an 8K filed on April 9, 2003, and is incorporated by reference.
ITEM 9A - 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-15(e) and 15d-15(e) 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.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information concerning Directors and Executive Officers of the Corporation
appears on pages 2, 3, 6 through 11 inclusive and page 18 under the captions
"Board and Committee Membership", "Committees of the Board", "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 19, 2004 for the Annual Meeting of Shareholders to be held on April
14, 2004 and is incorporated herein by reference.
The Corporation has adopted a code of ethics that applies to its principal
executive officer, principal financial officer, and principal accounting
officer. A copy of the Corporation's Code of Ethics may be viewed on the
Corporation's website, www.csbanking.com.
ITEM 11 - EXECUTIVE COMPENSATION
Information concerning executive compensation appears on pages 4 and 11 through
17, 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",
"Executive Compensation", "Deferred Compensation Plan", "Stock Option Plan",
"Supplemental Executive Retirement Plan", "Employment Contracts", "Option/SAR
Grants in Last Fiscal Year", "Aggregated Option Exercises in Last Fiscal Year
and FY-End Option Values", and "Performance Graph" in the Corporation's
Definitive Proxy Statement dated March 19, 2004 for the Annual Meeting of
Shareholders to be held on April 14, 2004 and is incorporated herein by
reference.
7
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 6 through 8 under the captions "Voting
Securities and Principal Holders Thereof", "Information Relating to Nominees and
other Directors", and "Share Ownership of Management and Directors" in the
Corporation's Definitive Proxy Statement dated March 19, 2004 for the Annual
Meeting of Shareholders to be held on April 14, 2004 and is incorporated herein
by reference.
The following table includes information as of December 31, 2003 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 exercise future issuance under
issued upon exercise of price of outstanding equity compensation plans
outstanding options, options, warrants (excluding securities
Plan category warrants and rights and rights reflected in column(a))
- ------------- ---------- ---------- -----------------------
(a) (b) (c)
Equity Compensation
plans approved by
security holders 66,962 $24.6755 76,138
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information concerning certain relationships and related transactions is
contained on pages 4 and 5 under the caption "Related Transactions" in the
Corporation's Definitive Proxy Statement dated March 19, 2004 for the Annual
Meeting of Shareholders to be held on April 14, 2004 and is incorporated herein
by reference.
ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information concerning principal accountant fees and services is contained on
pages 10, 11, 18 and 19 under the captions "Report of the Audit Committee of the
Board of Directors" and "Relationship with Independent Public Accountants" of
the Corporation's Definitive Proxy Statement dated March 19, 2004 for the Annual
Meeting of Shareholders to be held on April 14, 2004 and is incorporated herein
by reference.
8
ITEM 15 - LIST OF EXHIBITS, FINANCIAL STATEMENT SCHEDULES, 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 2003
21 Subsidiaries of the Registrant
23.1 Consent of Plante & Moran, PLLC
23.2 Consent of Crowe, Chizek and Company, LLP
23.3 Consent of Shumaker, Loop & Kendrick, LLP (incorporated by
reference to Registrant's Forms S-8 dated August 1, 1997 and
March 17, 1999)
31.1 Certification by CEO Pursuant to Sarbanes Oxley Section 302
31.2 Certification by CFO Pursuant to Sarbanes Oxley Section 302
32.1 Certification by CEO Pursuant to Sarbanes Oxley Section 906
32.2 Certification by CFO Pursuant to Sarbanes Oxley Section 906
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
No reports on Form 8-K were filed during the last quarter of the period
covered by this report.
9
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.
03/29/2004 COMMERCIAL BANCSHARES, INC.
- ---------------------
Date
By: /s/ PHILIP W. KINLEY
-------------------------
Philip W. Kinley, President and CEO
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 29, 2004.
Signatures
----------
/s/PHILIP W. KINLEY
- --------------------------------------------
Philip W. Kinley
President and Principal Executive Officer
/s/JOHN C. HALLER
- --------------------------------------------
John C. Haller
Vice President and Chief Financial Officer
/s/RICHARD SHEAFFER
Richard Sheaffer
Director, Chairman of the Board
/s/DANIEL E. BERG
- --------------------------------------------
Daniel E. Berg
Director
/s/LYNN R. CHILD
- --------------------------------------------
Lynn R. Child
Director
/s/MARK DILLON
- --------------------------------------------
Mark Dillon
Director
/s/EDWIN G. EMERSON
- --------------------------------------------
Edwin G. Emerson
Director
/s/HAZEL FRANKS
- --------------------------------------------
Hazel Franks
Director
/s/DEBORAH J. GRAFMILLER
- --------------------------------------------
Deborah J. Grafmiller
Director
/s/MICHAEL A. MASTRO
- --------------------------------------------
Michael A. Mastro
Director
/s/WILLIAM E. RUSE
- --------------------------------------------
William E. Ruse
Director
/s/MICHAEL A. SHOPE
- --------------------------------------------
Michael A. Shope
Director
/s/DOUGLAS C. SMITH
- --------------------------------------------
Douglas C. Smith
Director
10
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 16-62
for the Year Ended 2003
21 Subsidiaries of the Registrant 6 63
23.1 Consent of Plante & Moran, PLLC 7 64
23.2 Consent of Crowe Chizek and Company LLC 8 65
23.3 Consent of Shumaker, Loop & Kendrick, LLP 9 Not Applicable
31.1 Certification by CEO Pursuant to Sarbanes Oxley Section 302 66
31.2 Certification by CFO Pursuant to Sarbanes Oxley Section 302 67
32.1 Certification by CEO Pursuant to Sarbanes Oxley Section 906 68
32.2 Certification by CFO Pursuant to Sarbanes Oxley Section 906 69
11