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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT of 1934 [FEE REQUIRED]
For the Fiscal Year Ended December 31, 1998
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED
For the transition period from to .
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Commission File No. 1-13652
First West Virginia Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
West Virginia 55-6051901
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1701 Warwood Avenue
Wheeling, West Virginia 26003
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(Address of principal executive offices)
Registrant's telephone number, including area code: (304) 277-1100
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
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Common Stock $5.00 Par Value American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act: None
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 than the
registrant was required to file such report(s), and (2) has been subject to
such filing requirements for the past 90 days. [x] Yes [ ] 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 nonaffiliates of the
registrant, calculated by reference to the closing sale price of First West
Virginia Bancorp's common stock on the AMEX on March 10, 1999, was
$21,092,915.25. (Registrant has assumed that all of its executive officers
and directors are affiliates. Such assumption shall not be deemed to be
conclusive for any other purpose):
The number of shares outstanding of the issuer's common stock as of March 10,
1999:
Common Stock, $5.00 Par Value 1,257,252 shares
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The total number of pages are 113 ; Exhibit Index is located on page 20
2
DOCUMENTS INCORPORATED BY REFERENCE
Part of Form 10-K
into which Document
Documents is incorporated
- --------- -------------------
Portions of the Annual
Report to Shareholders Part II, Items 5, 6, 7, and 8;
of First West Virginia Part III, Item 13;
Bancorp, Inc. for the Part IV, Item 14
year ended December 31, 1998. ------------------------------
Portions of First West Part III, Items 10,
Virginia Bancorp, Inc.'s 11, 12, and 13
Proxy statement for the
1999 Annual Meeting
of Shareholders. ------------------------------
3
FORM 10-K INDEX
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PART I
Item 1 Business 4
Item 2 Properties 13
Item 3 Legal Proceedings 14
Item 4 Submission of Matters to a Vote of
Security Holders 14
PART II
Item 5 Market for the Registrant's Common Stock and
Related Stockholder Matters 14
Item 6 Selected Financial Data 15
Item 7 Management's Discussion and Analysis of
Financial Condition and Results of
Operations 15
Item 8 Financial Statements and Supplementary Data 16
Item 9 Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 16
PART III
Item 10 Directors and Executive Officers of
Registrant 16
Item 11 Executive Compensation 17
Item 12 Security Ownership of Certain Beneficial
Owners and Management 17
Item 13 Certain Relationships and Related
Transactions 18
PART IV
Item 14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 18
Signatures 19
Exhibit Index 20
4
PART 1
Item 1 BUSINESS
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General
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First West Virginia Bancorp, Inc. ("Holding Company"), was organized
as a West Virginia business corporation on July 1, 1973 at the request of the
Boards of Directors of the Bank of Warwood, N.A. and Community Savings Bank,
N.A. for the purpose of becoming a bank holding company, under the Bank
Holding Company Act of 1956, as amended. On December 30, 1974 the
shareholders of those banks voted to become constituent banks of the Holding
Company, which reorganization was subsequently accomplished in accordance with
regulatory procedure, and the Holding Company thus became the first bank
holding company in the state of West Virginia. Those banks later merged on
June 30, 1984 under the name "First West Virginia Bank, N.A." In November,
1995, the subsidiary banks of the Holding Company adopted the Common Name of
"Progressive Bank, N.A."
At December 31, 1998, First West Virginia Bancorp, Inc. had two
wholly-owned banking subsidiaries: Progressive Bank, N.A. in Wheeling, West
Virginia and Progressive Bank, N.A. - Buckhannon, in Buckhannon, West
Virginia. Progressive Bank, N. A. is a community bank serving all of Ohio,
Brooke and Marshall counties in the state of West Virginia, and a portion of
the west bank of the Ohio River, located in the State of Ohio. Progressive
Bank, N.A. operates two full-service offices in Ohio county, Wheeling, West
Virginia, one full-service office in Brooke county, Wellsburg, West Virginia,
one full-service office in Marshall county, Moundsville, West Virginia, and
one full-service office in Bellaire, Ohio. Progressive Bank, N.A. also has
two full-service Automated Teller Machines (ATM) located at West Liberty State
College, Ohio county, West Liberty, West Virginia and at 8th and Commerce
Street, Brooke County, Wellsburg, West Virginia. On January 4, 1993,
Progressive Bank, N.A. acquired the Wellsburg Banking and Trust Company,
Wellsburg, West Virginia which was converted to a branch office. On August
22, 1997, the merger and plan of reorganization between First West Virginia
Bancorp, Inc. and two of its subsidiary banks, Progressive Bank, N.A. and
Progressive Bank, N.A. - Bellaire was completed. The former Progressive Bank,
N.A. - Bellaire now operates as a branch of Progressive Bank, N.A.
Progressive Bank, N.A. had total assets of $142,546,029 as of December 31,
1998. Progressive Bank, N.A. - Buckhannon operates as a community bank
serving parts of Upshur and Lewis counties in the state of West Virginia.
Progressive Bank, N.A. - Buckhannon operates a full service office in
Buckhannon, West Virginia and has one full-service office located in Weston,
West Virginia. As of December 31, 1998, Progressive Bank, N.A. - Buckhannon
had total assets of $28,409,266.
Total Holding Company assets as of December 31, 1998, which include
the assets of its operating subsidiary banks, were $171,395,079. The
authorized capital of the Holding Company consists of 2,000,000 shares of
capital stock, par value of $5.00 per share, of which 1,257,252 shares were
issued and outstanding as of December 31, 1998 to 405 shareholders.
Shareholders' equity at that date was $15,460,938.
General Description of Business
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First West Virginia Bancorp, Inc. operates a multi-bank holding
company and is dependent upon subsidiaries for cash necessary to pay expenses,
and dividends to its stockholders. The Holding Company functions primarily as
the holder of the capital stock of its wholly-owned subsidiary banks.
The subsidiary banks of the Holding company are engaged in the
business of banking and provide a broad range of consumer and commercial
banking products and services to individuals, businesses, professionals and
governments. The services and products have been designed in such a manner as
to appeal to area consumers and business principals. The loan portfolio of
the banks consists primarily of loans secured by real estate to consumers and
businesses. The bank also engages in commercial loans and general consumer
loans to individuals. The subsidiary banks offer a wide range of both
personal and commercial types of deposit accounts and services as a means of
gathering funds. Types of deposit accounts and services available include
non-interest bearing demand checking, interest bearing checking (NOW
accounts), savings, money market, certificates of deposit, individual
retirement accounts, and Christmas Club accounts. The customer base for
deposits is primarily retail in nature.
5
General Description of Business - continued
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The majority of the bank's lending is concentrated in the upper Ohio
Valley of northern West Virginia and adjacent areas of Ohio and Pennsylvania.
The overall makeup of the region's economy continues to change from heavy
industry to state-of-the-art manufacturing, information/service-based office
operations, advanced technology/research and a growing tourism industry. This
allows for diversification of the economy to one more balanced between goods
producing firms and service producing companies. The Wheeling MSA has
experienced modest growth. The United States Chamber of Commerce has
projected an increase in the number of manufacturing jobs in this MSA up to
the year 2000; projecting employment to increase by 26.4 percent over the same
time period. In summary, the number of jobs produced in this regional economy
have increased over the past few years. Unemployment is down from past years,
although it still remains at a point above the national and state level. For
the short term the outlook is for a modest but healthy growth to continue.
Given the historical experience of economic difficulties that have prevailed
in this region, unemployment and growth have been less favorable than the
national averages. The region has also seen a decline in population and
number of households as well as an increase in the average age of its
population. As previously noted, several of these trends have begun to
improve over the past several years; however, should unsatisfactory trends
continue to persist, effects on the bank's loan demand, as well as the overall
asset quality, could be adversely affected.
Upshur County is located in the central section of West Virginia,
approximately 150 miles from the bank's major area of concentration, and is
not considered part of a Metropolitan area. Employment and population trends
over the past few years have been somewhat erratic; however, overall trends in
these areas have been positive. Per Capita income has historically been below
both national and state levels. Service industries comprise the largest
segment of employment in this region, with timber and state and local
government making up the next two highest categories.
First West Virginia Bancorp, Inc.'s business is not seasonal. As of
December 31, 1998, none of the subsidiary banks were engaged in any operation
in foreign countries and none has had transactions with customers in foreign
countries.
Competition involving the Holding Company is generally felt at the
subsidiary level. All phases of the banks' business are highly competitive.
As of December 31, 1998 there were 7 commercial banks operating in Wheeling in
competition with Progressive Bank, N.A. In the Wellsburg area there was 1
commercial bank and 1 federally chartered savings bank competing with the
Wellsburg branch office of Progressive Bank, N.A. There were 2 commercial
banks competing with the Moundsville branch office. In the Bellaire area
there were 2 commercial banks and 1 federally chartered savings bank. In the
Buckhannon area there were 3 commercial banks competing with Progressive Bank,
N.A.-Buckhannon. There were 3 commercial banks located in the Weston area.
These entities, along with insurance companies, small loan companies, credit
unions and the like compete with respect to their lending activities and also
in attracting demand and time deposits, NOW accounts and money market funds.
A comparison of total deposits and total assets indicates that Progressive
Bank, N.A., Wheeling, ranks 5th in the Wheeling area, 3rd in the Wellsburg
area, 3rd in the Moundsville area among the commercial banks and savings and
loan associations, and 4th in the Bellaire area. Progressive Bank, N.A. -
Buckhannon ranks 3rd in the Buckhannon area and 4th in Weston.
Supervision and Regulation
- ------------------------------
The Holding Company is subject to the provisions of the Federal Bank
Holding Company Act of 1956, as amended, and to the supervision of the Board
of Governors of the Federal Reserve System. The Bank Holding Company Act
requires the Holding Company to secure the prior approval of the Federal
Reserve Board before it can acquire all or substantially all of the assets of
any bank, or acquire ownership or control of any voting shares of any bank,
if, after such acquisition, it would own or control 5% or more of the voting
shares of such bank. Similarly, a bank holding company is prohibited under
the Act from engaging in, or acquiring direct or indirect control of 5% or
more of the voting shares of any company engaged in non-banking activities
unless the Federal Reserve Board, by order or regulation, has found such
activities to be so closely related to banking or managing or controlling
banks as to be a proper incident thereto. In making determinations as to
permitted non-banking activities, the Federal Reserve Board considers whether
the performance of these activities by a bank holding company would offer
benefits to the public which outweigh possible adverse effects.
6
Supervision and Regulation - continued
- --------------------------------------
As a bank holding company, the Holding Company is required to file
with the Federal Reserve Board an annual report and any additional information
that the Federal Reserve Board may require pursuant to the Bank Holding
Company Act. The Federal Reserve Board also makes examinations of the Holding
Company and its non-banking subsidiaries. The Holding Company is also
required to register with the Office of the Commissioner of Banking of West
Virginia and file reports as requested. The Commissioner has the power to
examine the Holding Company and its subsidiaries.
The Holding Company is also deemed an "affiliate" of its subsidiary
banks under the Federal Reserve Act which imposes certain restrictions on
loans between the Holding Company and its subsidiary banks, investments by the
subsidiaries in the stock of the Holding Company, on the taking of stock of
the Holding Company by the subsidiaries as collateral for loans to any
borrower, on purchases by the subsidiaries of certain assets from the Holding
Company, and the payment of dividends by the subsidiaries to the Holding
Company.
Federal Reserve Board approval is required before the Holding Company
or a non-bank subsidiary of the Holding Company may begin to engage in any
permitted non-banking activity. The Federal Reserve Board is empowered to
differentiate between activities which are initiated by a bank holding company
or a subsidiary and activities commenced by acquisition of a going concern.
The operations of the Holding Company's subsidiary banks, being
national banks, are subject to the regulations of a number of regulatory
agencies including the regulations of a number of regulatory authorities
including the Office of the Comptroller of the Currency, the Board of
Governors of the Federal Reserve System and the applicable state Departments
of Banking. Representatives of the Comptroller of the Currency regulate and
conduct examinations of the subsidiary banks. The subsidiary banks are
required to furnish regular reports to the Comptroller of the Currency and
the Federal Deposit Insurance Corporation. The Comptroller of the Currency
has the authority to prevent national banks from engaging in an unsafe or
unsound bank practice and may remove officers or directors. It may be noted
that the subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the banking laws on extensions of credit to the bank
holding company or other subsidiaries.
Being a West Virginia corporation, the Holding Company is also subject
to the corporate laws of the State of West Virginia as set forth in the West
Virginia Corporation Act.
The Financial Institutions Reform, Recovery, and Enforcement Act
("FIRREA") was enacted in August, 1989. This legislation created a new
liability as a depository institution insured by the Federal Deposit Insurance
corporation, ("the FDIC"), can be held liable for any loss incurred by, or
reasonably expected to be incurred by, the FDIC after August 9, 1989 in
connection with (i) the default of a commonly controlled FDIC-insured
depository institution or (ii) any assistance provided by the FDIC to a
commonly controlled FDIC-insured depository institution in danger of default.
Default is defined generally as the appointment of a conservator or receiver
and "in danger of default" is defined generally as the existence of certain
conditions indicating that default is likely to occur in the absence of
regulatory assistance.
7
Capital Requirements
- ------------------------
The Federal Reserve Board and the Office of the Comptroller of the
Currency require a minimum "tier 1" capital to be at least 3% of total assets
("Leverage Ratio"). For all but the most highly rated banks, the minimum
Leverage Ratio requirement will be 4% to 5% of total assets. Tier 1 capital
consists of: (i) common stockholders' equity, noncumulative perpetual
preferred stock and minority interests in consolidated subsidiaries; (ii)
minus intangible assets (other than certain purchased mortgage and credit card
servicing rights); and (iii) minus certain losses, and minus investments in
certain securities of subsidiaries.
In addition, each national bank also must maintain a "tier 1 risk-based
capital ratio" of 4%. The "tier 1 risk-based capital ratio" is defined
in OCC regulations as the ratio to tier 1 capital to "risk-weighted assets".
A bank's total risk-weighted assets are determined by: (i) converting each of
its off-balance sheet items to an on-balance sheet credit equivalent amount;
(ii) assigning each on-balance sheet asset and the credit equivalent amount of
each off-balance sheet item to one of the five risk categories established in
the OCC regulations; and (iii) multiplying the amounts in each category by
the risk factor assigned to that category. The sum of the resulting amounts
constitutes total risk-weighted assets.
Each national bank is also required to maintain a "total risk-based
capital ratio" of at least 8%. The "total risk-based capital ratio" is
defined in the OCC regulations as the ratio of total qualifying capital to
risk-weighted assets (as defined before). Total capital, for purposes of the
risk-based capital requirement, consists of the sum of tier 1 capital (as
defined for purposes of the Leverage Ratio) and supplementary capital.
Supplementary capital includes such items as cumulative perpetual preferred
stock, long-term and intermediate-term preferred stock, term subordinated debt
and general valuation loan and lease loss allowances (but only in an amount of
up to 1.25% of total risk-weighted assets). The maximum amount of
supplementary capital that may be counted towards satisfaction of the total
capital requirement is limited to 100% of core capital. Additionally, term
subordinated debt and intermediate-term preferred stock may only be included
in supplementary capital up to 50% of tier 1 capital.
Capital requirements higher than the generally applicable minimum
requirements may be established for a particular national bank if the OCC
determines that the bank's capital is or may become inadequate in view of its
particular circumstances. Individual minimum capital requirements may be
imposed where a bank is receiving special supervisory attention, has a high
degree of exposure to interest rate risk, or poses other safety or soundness
concerns. Deficient capital may result in the suspension of an institution's
deposit insurance.
As of December 31, 1998, the subsidiaries of First West Virginia
Bancorp, Inc. had capital in excess of the applicable minimum requirements.
Federal Deposit Insurance Corporation Improvement Act of 1991
- --------------------------------------------------------------
The Holding Company may also be subject to certain provisions of the
Federal Deposit Insurance Corporation Improvements Act of 1991 ("FDICIA").
FDICIA requires the Federal Reserve Board of Governors to adopt certain
regulations establishing safety and soundness standards for bank holding
companies. Many of the provisions of the regulation became effective in
December, 1993. Additional provisions will be implemented through the
adoption of regulation by various federal banking agencies.
Under OCC regulations, any national bank that receives notice that it
is undercapitalized, significantly undercapitalized or critically
undercapitalized must file a capital restoration plan with the OCC addressing,
among other things, the manner in which the association will increase its
capital to comply with all applicable capital standards. Under the prompt
corrective action regulations adopted by the OCC, an institution will be
considered: (i) "well capitalized" if the institution has a total risk-based
capital ratio of 10% or greater, a tier 1 risk- based capital ratio of 6% or
greater, and Leverage Ratio of 5% or greater (provided
8
Federal Deposit Insurance Corporation Improvement Act of 1991 - continued
- --------------------------------------------------------------------------
the institution is not subject to an order, written agreement, capital
directive or prompt corrective action to meet and maintain a specified capital
level for any capital measure); (ii) "adequately capitalized" if the
institution has a total risk- based capital ratio of 8% or greater, a tier 1
risk-based capital ratio of 4% or greater, and a Leverage Ratio of 4% or
greater (3% or greater if the institution is rated composite 1 in its most
recent report of examination); (iii) "undercapitalized" if the institution
has a total risk-based capital ratio of less than 8%, or a tier 1 risk-based
capital ratio of less than 4%, or a Leverage Ratio of less than 4% (3% if the
institution is rated composite 1 in its most recent report of examination);
(iv) "significantly undercapitalized" if the institution has a total risk-
based capital ratio of less than 6%, or a tier 1 risk-based capital ratio of
less than 3%, or a Leverage Ratio that is less than 3%; and (v) "critically
undercapitalized" if the institution has a ratio of tangible equity to total
assets that is less than 2%. The regulations also permit the OCC to determine
that an institution should be placed in a lower category based on the
existence of an unsafe and unsound condition or on other information, such as
the institution's examination report, after written notice.
The degree of regulatory intervention mandated by FDICIA and the
prompt corrective action regulations are tied to a national bank's capital
category, with increasing scrutiny and more stringent restrictions being
imposed as a bank's capital declines. The prompt corrective actions specified
by FDICIA for undercapitalized banks include increased monitoring and periodic
review of capital compliance efforts, a requirement to submit a capital
restoration plan, restrictions on dividends and total asset growth, and
limitations on certain new activities (such as opening new branches and
engaging in acquisitions and new lines of business) without OCC approval.
Banks that are significantly undercapitalized or critically undercapitalized
may be required to raise additional capital so that the bank will be
adequately capitalized or be acquired by, or combined with, another bank if
grounds exist for appointing a receiver. Further, the OCC may restrict such
banks from (i) entering into any material transaction without prior approval
of the OCC; (ii) making payments on subordinated debt; (iii) extending
credit for any highly leveraged transaction; (iv) making any material change
in accounting methods; (v) engaging in certain affiliate transactions; (vi)
paying interest on deposits in excess of the prevailing rates of interest in
the region where the institution is located; (vii) paying excess compensation
or bonuses; and (viii) accepting deposits from correspondent depository
institutions. In addition, the OCC may require that such banks; (a) hold a
new election for directors, dismiss any director or senior executive officer
who held office for more than 180 days immediately before the institution
became undercapitalized, or employ qualified senior executive officers; and
(b) divest or liquidate any subsidiary which the OCC determines poses a
significant risk to the institution.
Any company which controls a significantly undercapitalized national
bank may be required to (i) divest or liquidate any affiliate other than an
insured depository institution; or (ii) divest the bank if the OCC determines
that divestiture would improve the bank's financial condition and future
prospects. Generally a conservator or receiver must be appointed for a
critically undercapitalized bank no later than 90 days after the bank becomes
critically undercapitalized, subject to a limited exception for banks which
are in compliance with an approved capital restoration plan and which the OCC
certifies as not likely to fail. Additionally, the OCC may impose such other
restrictions on a capital-deficient bank as the OCC deems necessary or
appropriate for the safety and soundness of the bank, its depositors and
investors, including limitations on investments and lending activities. The
failure by a bank to materially comply with an approved capital plan
constitutes an unsafe or unsound practice.
FDICIA and the regulations promulgated by the OCC pursuant thereto
also require any company that has control of an "undercapitalized" national
bank, in conjunction with the submission of a capital restoration plan by the
bank, to guarantee that the bank will comply with the plan and provide
appropriate assurances of performance. The aggregate liability of any such
controlling company under such guaranty is limited to the lesser of: (i) 5% of
the bank's assets at the time it became undercapitalized; or (ii) the amount
necessary to bring the bank into capital compliance at the time the bank fails
to comply with the terms of its capital plan.
9
Insurance of Deposits
- ----------------------
The subsidiary bank's deposits are insured by the FDIC through the
Bank Insurance Fund ("BIF") up to a maximum of $100,000 for each insured
depositor. The insurance premium payable by each BIF member is based on the
institution's assessment base (generally total deposit accounts subject to
certain adjustments). The premiums are paid quarterly based on semiannual
assessments. The FDIC promulgated regulations establishing a risk-based
assessment system for each semiannual period commencing with the first
semiannual payment yearly.
Under the risk-based assessment system, each institution is assigned
to one of three capital groups and to one of three supervisory subgroups for
purposes of determining an assessment rate. The capital group is determined
by the institution's regulatory capital position. The supervisory subgroup
assignments are based on a determination by the FDIC's Director of the
Division of Supervision. Institutions may request a review of the supervisory
subgroup assignment. Under this formula, well-capitalized institutions
classified as Subgroup "A" (financially sound institutions with only a few
minor weaknesses) will pay the most favorable assessment rate while
undercapitalized institutions classified as Subgroup "C" (institutions which
pose a substantial probability of loss to the Bank Insurance Fund (BIF) unless
corrective action is taken) will pay the least favorable assessment rate.
Effective August 8, 1995, the FDIC Board established a process for
increasing and lowering all rates for BIF institutions semiannually, if
conditions warrant a change. Under this system, the FDIC Board will have the
flexibility to adjust the entire BIF assessment rate schedule twice a year,
but only within a range of 5% above or below the premium schedule adopted,
without first having to seek public comment. Any adjustments above or below
the 5% range requires public comment, prior to adjusting the assessment rate
schedule.
On November 26, 1996, the FDIC Board of Directors voted to retain the
BIF assessment schedule of 0% to 27% for the first semi annual period of 1997.
The Board also eliminated the $2,000 minimum annual assessment. In connection
with the elimination of the mandatory minimum assessments, the Board decided
to refund the minimum assessment of $500 paid by certain BIF insured
institutions for the fourth quarter of 1996. In addition, the FDIC Board of
Directors voted to collect an additional assessment (termed the FICO
assessment) against BIF-assessable deposits as a result of the enactment of
the Deposit Insurance Funds Act of 1996. The Deposit Insurance Funds Act of
1996 authorized the Financing Corporation (FICO) to impose periodic
assessments on depository institutions that are BIF members in order to spread
the cost of interest payments on outstanding FICO bonds over a larger number
of institutions. The FICO assessment annual rate is approximately 1.29 basis
points on BIF-assessable deposits. During 1998, there were no BIF assessments
paid.
Monetary Policies
- -----------------
The earnings of the Holding Company are dependent upon the earnings of
its wholly-owned subsidiary banks. The earnings of these subsidiary banks are
affected by the policies of regulatory authorities, including the Comptroller
of the Currency, the Board of Governors of the Federal Reserve System and the
Federal Deposit Insurance Corporation. The policies and regulations of the
regulatory agencies have had and will continue to have a significant effect on
deposits, loans and investment growth, as well as the rate of interest earned
and paid, and therefore will affect the earnings of the subsidiary banks and
the Holding Company in the future, although the degree of such impact cannot
accurately be predicted.
10
Employees
- ----------
As of December 31, 1998, the Holding Company had 7 part-time
employees. As of December 31, 1998, the subsidiary banks of the Holding
Company had a total of 71 full-time employees and 14 part-time employees. No
employees are union participants or subject to a collective bargaining
agreement.
Interstate Banking
- ---------------------
The Bank Holding Company Act prohibits acquisition by the Holding
Company of 5% or more of the voting shares of, or interest in, all or
substantially all of the assets of any bank without prior approval of the
Federal Reserve Board. Regulations in the state of West Virginia have
permitted the reciprocal interstate branching or acquisition of banks and bank
holding companies since July 1, 1997. Similarly, regulations in the state of
Ohio have permitted interstate acquisitions of banks and bank holding
companies since October 17, 1985. Many other states have adopted legislation
which would permit interstate acquisitions by their banks and bank holding
companies and which would also permit entry by West Virginia bank holding
companies. Such legislation, however, contains various restrictions and
conditions. In 1997, the state of Ohio passed regulations which permit
interstate branching.
Securities Laws and Compliance
- -------------------------------
As of February 13, 1995, the Holding Company's common stock was
registered with the Securities and Exchange commission ("SEC") under the
Securities Exchange Act of 1934, as amended ("1934 Act"). This registration
requires ongoing compliance with the 1934 Act and its periodic filing
requirements as well as a wide range of Federal and State securities laws.
These requirements include, but are not limited to, the filing of annual,
quarterly and other reports with the SEC, certain requirements as to the
solicitation of proxies from shareholders as well as other proxy rules, and
compliance with the reporting requirements and "short-swing" profit rules
imposed by section 16 of the 1934 Act. While compliance with these additional
rules and regulations will add to the complexity of the Holding company
operation, management of the Holding company believes that the added expense
and administrative burdens will be well offset by the increased visibility,
access to capital markets and other benefits which it has anticipated from
this registration.
Acquisitions of or Affiliations With Other Banks or Bank Holding Companies
- ---------------------------------------------------------------------------
The Board of Directors of the Company from time to time has had
exploratory discussions with other banks and bank holding companies with which
an affiliation might be desirable. While all such discussions have been quite
amicable, there are presently no understandings, agreements, or letters of
intent to affiliate. Undoubtedly, exploratory discussions with other banks
and bank holding companies will continue from time to time. The Board of
Directors of the Company remains committed to obtaining a high return on the
shareholders' investment, consistent with sound and prudent banking practices,
and believes that the acquisition of or affiliation with selected banks, bank
holding companies and permitted non-banking activities is a desirable means to
accomplish that objective. The Company has authorized but unissued shares of
stock which might be issued from time to time to raise additional capital or
for other bank affiliations or other corporate purposes.
11
Statistical Information
- -----------------------
The statistical information noted below is provided pursuant to Guide
3, Statistical Disclosure by Bank Holding Companies. Page references are to
the Annual Report to Shareholders for the year ended December 31, 1998, and
such pages are incorporated herein by reference.
Page
1. Distribution of Assets, Liabilities
and Stockholders' equity;
Interest Rates and Interest Differential
a. Average Balance Sheets 4
b. Analysis of Net Interest Earnings 4
c. Rate Volume Analysis of Changes in
Interest Income and Expense 5
2. Investment Portfolio
a. Book Value of Investments
Book values of investment securities
at December 31, 1998 and 1997 are as
follows (in thousands):
December 31, December 31,
1998 1997
----------- ------------
Securities held to maturity:
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $ -- $ --
Obligations of states
and political subdivisions 11,350 4,778
------ ------
Total held to maturity $11,350 $ 4,778
------ ------
Securities available for sale :
U.S. Treasury securities and
obligations of U.S. Government
corporations and agencies $35,107 $32,027
Obligations of states
and political subdivisions 516 516
Corporate debt securities 455 209
Mortgage-backed securities 6,503 7,287
Equity Securities 804 627
------ ------
Total available for sale 43,385 40,666
------ ------
Total $54,735 $45,444
====== ======
b. Maturity Schedule of Investments 7
c. Securities of Issuers Exceeding 10%
of Stockholders' Equity N/A
The Corporation does not have any securities of Issuers, other than
U.S. Government and U.S. Government agencies and corporations,
which exceed 10% of Stockholders' Equity.
12
12
Statistical Information - continued
- -------------------------------------
3. Loan Portfolio
a. Types of Loans 27
b. Maturities and Sensitivity to Changes in
Interest Rates 9
c. Risk Elements 11
d. Other Interest Bearing Assets N/A
4. Summary of Loan Loss Experience 10, 12, 13 ,14
5. Deposits
a. Breakdown of Deposits by Categories,
Average Balance and Average Rate Paid 4
b. Maturity Schedule of Time Certificates of
Deposit and Other Time Deposits of $100,000 or more 29
6. Return on Equity and Assets 2
7. Short-Term Borrowings 14, 31
13
Item 2 PROPERTIES
- ----------------------------
The Holding Company and its subsidiary banks owned and/or leased
property as of December 31, 1998 as described below.
Progressive Bank, N.A. presently owns the land and building at 1701
Warwood Avenue, Wheeling, West Virginia where the bank's Warwood offices are
located. The two-story building has been totally renovated and has
approximately 15,500 square feet in total area. The office has three drive-in
facilities adjacent to the rear of the building and customer parking to the
north side of the building. A lot on North Seventeenth Street, southwest of
the building, is used for employee parking. A two-story home located at 1709
Warwood Avenue was purchased in 1985 for the purpose of providing rental
income and employee parking space. That property is currently used as office
space and is rented to a law firm under a month-to-month lease. Progressive
Bank, N.A. also owns a lot adjacent to the bank for future expansion.
Progressive Bank, N.A. also owns the building and approximately 50% of
the land at 875 National Road, Wheeling, West Virginia at which the Woodsdale
branch is located. The Woodsdale branch has expanded its one-story building
to a total of approximately 6,050 square feet in area in 1994. This expansion
was accomplished by the purchase of approximately 6,600 square feet of land
located immediately west of the existing bank office property in 1993. The
office has four lane drive-in facility at the rear of the building and one
drive-in automatic teller machine in the front of the building. The remaining
portion of the land is leased to the bank until 2003 with 2 ten-year options
to renew.
Progressive Bank, N.A. also owns the Wellsburg branch office located
at 744 Charles Street, Wellsburg, West Virginia. This office is a 3 story
building with over 8,400 square feet of total area. This office includes an
on-premises drive-in facility. This office also services the full service
automated teller machine located at 8th and Commerce Streets, Wellsburg, West
Virginia. Progressive Bank, N.A. has a land lease for the 8th and Commerce
Streets property until year 2005.
Progressive Bank, N.A. has a license agreement to operate the
Moundsville supermarket branch office located at 1306 Lafayette Avenue,
Moundsville, West Virginia. The license is for a five year term commencing
December 1, 1994, with two five year options to renew.
Progressive Bank, N.A. owns the building and land for the Bellaire
branch office located at 426 34th Street, Bellaire, Ohio, including its drive-
in facilities at the rear of the building. The bank office is housed in a
one-story building, which includes office space in its basement for a total of
4,500 square feet of office area. The bank also owns a lot adjacent to the
parking lot from the Holding Company.
The Holding Company also owns property located at 868 National Road,
Wheeling, West Virginia. The Holding Company acquired this property for
purposes of future expansion. The property is currently subject to a
commercial lease.
Progressive Bank, N.A. - Buckhannon purchased one of two parcels of
land and the building occupied by its full-service banking facility in
Buckhannon, West Virginia on January 14, 1988. The remaining parcel of land
was purchased on October 31, 1998. The Buckhannon office is a one story
building with approximately 1,760 square feet of office area. The office has a
3 lane drive-in facility located at the rear of the building. On November 14,
1995, Progressive Bank, N.A. - Buckhannon entered into a lease agreement for
the land and building for its Weston branch office. The Weston branch office
is located at #10 Market Square Shopping Center, Weston, West Virginia. This
lease is for a period of five years commencing March 1, 1996, with three
successive five year options to renew.
The Holding Company does not have any encumbrances or capital leases
on its personal property.
14
Item 3 Legal Proceedings
- ------------------------------------
The nature of the business of the Holding Company's subsidiaries
generates a certain amount of litigation involving matters arising in the
ordinary course of business. The Company is unaware of any litigation other
than ordinary routine litigation incidental to the business of the Company, to
which it or any of its subsidiaries is a party or of which any of their
property is subject.
Item 4 Submission of Matters to Vote of Security Holders
- -------------------------------------------------------------------
No matters were submitted to a vote of security holders during the
fourth quarter of the fiscal year covered by this report.
PART II
Item 5 Market for Registrant's Common Stock and Related Stockholder Matters
- ------------------------------------------------------------------------------
As of December 31, 1998, the Holding Company had 405 shareholders of
record who collectively held 1,257,252 of the 2,000,000 authorized shares of
the Holding Company, par value $5.00 per share.
On February 13, 1995, the Holding Company's common stock was filed and
became effective under section 12(g) of the Securities and Exchange Act of
1934. On February 21, 1995, the Holding Company was approved for listing its
securities on the American Stock Exchange's Emerging Company Marketplace and
began trading under the symbol FWV.EC on March 8, 1995. The Holding Company
subsequently filed Form 8A to register its common stock under Section 12(b) of
the Securities and Exchange Act of 1934 which became effective on March 1,
1995. On June 16, 1995, the Holding Company was approved for listing its
securities on the American Stock Exchange primary list and began trading under
the symbol FWV on June 20, 1995.
The following table sets forth the high and low sales prices of the
common stock of the Holding Company as reported by the American Stock
Exchange.
Period Stock Prices
----------- ----------------
Low High
-------- --------
1998
------------
4th Quarter $ 23.63 $ 28.88
3rd Quarter $ 25.00 $ 29.88
2nd Quarter $ 28.38 $ 31.00
1st Quarter $ 24.00 $ 28.13
1997
-------------
4th Quarter $ 24.75 $ 26.00
* 3rd Quarter $ 18.42 $ 26.67
* 2nd Quarter $ 16.67 $ 18.59
* 1st Quarter $ 16.00 $ 17.00
* Market prices were restated to reflect a 50%
common stock dividend, declared September 9, 1997.
15
Dividends
The Holding Company has paid regular quarterly cash dividends since it
became a bank holding company in 1975, and assuming the ability to do so, it
is anticipated that the Holding Company will continue to declare regular
quarterly cash dividends. Total dividends declared and paid by the Holding
Company in 1998 were $.58 per share and $.52 per share for 1997.
The following table sets forth annual dividend, net income and ratio of
dividends to net income of the Holding Company for 1998, 1997 and 1996. The
values stated have been adjusted for the four percent common stock dividend to
shareholders of record as of October 1, 1998; the fifty percent common stock
dividend to shareholders of record on October 1, 1997; and the four percent
stock dividend to stockholders of record on December 2, 1996.
DIVIDEND HISTORY OF HOLDING COMPANY
-------------------------------------
(per share)
Ratio -
Dividends to
Dividend Net Income Net Income
------------ ------------ --------------
1998 .58 1.62 35.8%
1997 .52 1.54 33.8%
1996 .46 1.31 35.1%
The ability of the Holding Company to pay dividends will depend on the
earnings of its subsidiary banks and their financial condition, as well as
other factors such as market conditions, interest rates and regulatory
requirements. Therefore, no assurances may be given as to the continuation of
the Holding Company's ability to pay dividends or maintain its present level
of earnings. See Note 16 to the audited Consolidated Financial Statements for
a discussion on subsidiary dividends.
The common stock of the Holding Company is not subject to any
redemption provisions or restrictions on alienability. The common stock is
entitled to share pro rata in dividends and in distributions in the event of
dissolution or liquidation. There are no options, warrants, privileges or
other rights with respect to Holding Company stock at the present time, nor
are any such rights proposed to be issued.
Item 6 Selected Financial Data
- --------------------------------------
Selected Financial Data on page 2 of the Annual Report to Shareholders
of First West Virginia Bancorp, Inc. for the year ended December 31, 1998,
included in this report as Exhibit 13.1, is 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 on Pages 3 through 16 of the Annual Report to Shareholders of
First West Virginia Bancorp, Inc. for the year ended December 31, 1998,
included in this report as Exhibit 13.1, is incorporated herein by reference.
16
Item 8 Financial Statements and Supplementary Data
- --------------------------------------------------------
The report of independent auditors and consolidated financial
statements, included on pages 19 through 37 of the Annual Report to
Shareholders of First West Virginia Bancorp, Inc. for the year ended December
31, 1998, included in this report as Exhibit 13.1, are incorporated herein by
reference.
Selected quarterly financial data included on page 17 of the Annual Report to
Shareholders of First West Virginia Bancorp, Inc. for the year ended
December 31, 1998, included in this report as Exhibit 13.1, is incorporated
herein by reference.
Item 9 Changes In and Disagreements with Accountants on Accounting and
- ---------------------------------------------------------------------------
Financial Disclosure
- --------------------
Not Applicable
PART III
- -----------------
Item 10 Directors and Executive Officers of Registrant
- ------------------------------------------------------------
(a) Directors of the Registrant
---------------------------
The information required by Item 10 of FORM 10-K related to Directors of the
Registrant appears in the First West Virginia Bancorp, Inc.'s 1999
Proxy Statement dated March 16, 1999 for Annual Meeting of Stockholders to
be held April 13, 1999, included in this report as Exhibit 99, is incorporated
herein by reference.
Executive Officers of the Registrant
- ----------------------------------------
The following table sets forth selected information about the
principal officers of the Holding Company.
TABLE
- --------------------------------------------------------------------------------------------------------
Name Age All Positions with Holding Company and Subsidiaries
- --------------------------------------------------------------------------------------------------------
George F. Beneke 85 Emeritus Chairman of the Board of the Holding Company since
1998; Chairman of the Board of the Holding Company from 1979 to
1998; Director of the Holding Company since 1973;
Director of Progressive Bank, N.A. since 1958
- --------------------------------------------------------------------------------------------------------
Laura G. Inman 57 Chairman of the Board of the Holding Company since 1998;
Vice Chairman of the Board of the Holding Company 1995-
1998; Senior Vice President of the Holding Company 1993-
1995; Senior Vice President of Progressive Bank, N.A. since
1993; Director of the Holding Company and Director of
Progressive Bank, N.A. since 1993.
- --------------------------------------------------------------------------------------------------------
Ronald L. Solomon 59 Vice Chairman of the Board of the Holding Company since 1998;
President and Chief Executive Officer of the Holding
Company since 1978; Vice Chairman of the Board of
Progressive Bank, N.A. since 1985; Chief Executive
Officer and Director of Progressive Bank, N.A. since
1978; Vice Chairman of the Board and Director of
Progressive Bank, N.A. - Buckhannon since 1986
- --------------------------------------------------------------------------------------------------------
17
Executive Officers of the Registrant - continued
- -------------------------------------------------
- --------------------------------------------------------------------------------------------------------
Charles K. Graham 53 Executive Vice President of the Holding
Company since 1986; Vice President of the
Holding Company 1979-1986; President of
Progressive Bank, N.A. since 1985; Executive Vice
President of Progressive Bank, N.A. 1979-1985; and
Director of Progressive Bank, N.A.- Buckhannon
since 1986
- --------------------------------------------------------------------------------------------------------
Beverly A. Barker 45 Senior Vice President and Treasurer of the
Holding Company since 1995; Senior Vice President,
Secretary and Treasurer of the Holding Company
1993-1995; Vice President, Secretary / Treasurer
of the Holding Company 1990-1993; Executive Vice
President, Cashier of Progressive Bank, N.A. since
1995; Vice President, Cashier and Secretary of
Progressive Bank, N.A. 1990-1995
- --------------------------------------------------------------------------------------------------------
Francie P. Reppy 38 Controller of the Holding Company since 1992;
Controller of Progressive Bank, N.A. since 1992
- --------------------------------------------------------------------------------------------------------
Connie R. Tenney 43 Vice President of the Holding Company since 1996;
President, Chief Executive Officer, Cashier and
Secretary of Progressive Bank, N.A.- Buckhannon
since 1995; Director of Progressive Bank, N.A. -
Buckhannon since 1990; Executive Vice President,
Cashier and Secretary of Progressive Bank, N.A.-
Buckhannon 1990-1995; Cashier and Secretary 1986-1990
- --------------------------------------------------------------------------------------------------------
David E. Yaeger 43 Vice President of the Holding Company since 1996;
Senior Vice President of Progressive Bank, N.A.
since 1997; President and Chief Executive Officer
of Progressive Bank, N.A.- Bellaire from 1994-1997
- --------------------------------------------------------------------------------------------------------
With the exception of Connie R. Tenney, all the principal officers of
the Holding Company reside in or near Wheeling, West Virginia. Connie R.
Tenney resides near Buckhannon, West Virginia.
With the exception of David E. Yaeger, who has been employed by the
Holding Company since October, 1994, each of the executive officers of the
Holding Company has been employed as an officer or employee of the Holding
Company for more than 5 years. David E. Yaeger was previously employed by
Norwest Bank Minnesota, N.A. from 1981 until 1994 and held several positions
including Assistant Vice President of Commercial Lending.
Item 11 Executive Compensation
- ------------------------------------
The information required by Item 11 of FORM 10-K related to Executive
Compensation appears in the First West Virginia Bancorp, Inc.'s 1999 Proxy
Statement dated March 16, 1999 for Annual Meeting of Stockholders to be held
April 13, 1999, includedin this report as Exhibit 99, is incorporated herein
by reference.
Item 12 Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------------
The information required by Item 12 of FORM 10-K appears in the First
West Virginia Bancorp, Inc.'s 1999 Proxy Statement dated March 16, 1999 for
Annual Meeting of Stockholders held April 13, 1999, included in this report as
Exhibit 99, is incorporated herein by reference.
18
Item 13 Certain Relationships and Related Transactions
- -------------------------------------------------------------
The information required by Item 13 of FORM 10-K appears in the First
West Virginia Bancorp, Inc.'s 1999 Proxy Statement dated March 16, 1999 for
Annual Meeting of Stockholders held April 13, 1999, included in this report as
Exhibit 99, is incorporated herein by reference and in Note 11 of the Notes to
Consolidated Financial Statements appearing at Pages 31 and 32 of the Annual
Report to Shareholders for the year ended December 31, 1998, included in this
report as Exhibit 13.1, and incorporated herein by reference.
PART IV
- --------
Item 14 Exhibits, Financial Statement Schedules and Reports on Form 8
- ----------------------------------------------------------------------------
(a) Financial Statements Filed; Financial Statement Schedules
-----------------------------------------------------------
The following consolidated financial statements of First West Virginia
Bancorp, Inc. and subsidiaries, included in the Annual Report to Shareholders
for the year ended December 31, 1998, are incorporated by reference in Item 8:
Exhibit 13.1
Page Number
Report of Certified Public Accountant ............................19
Consolidated Balance Sheet (December 31, 1998
and December 31, 1997). ........................20
Consolidated Statements of Income (Years
ended December 31, 1998, 1997 and 1996) ................21
Consolidated Statements of Changes in
Stockholders' Equity (Years ended December 31, 1998,
1997 and 1996).......................................................22
Consolidated Statements of Cash Flows (Years
ended December 31, 1998, 1997 and 1996)................................23
Notes to Consolidated Financial Statements
(Years ended December 31, 1998, 1997 and 1996) ..................24 - 37
(b) Reports on Form 8-K
--------------------
No reports on Form 8-K were filed during the fourth quarter of 1998.
(c) Exhibits
------------
The exhibits listed in the Exhibit Index on page 20 of this FORM 10-K
are filed herewith or incorporated by reference.
19
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.
First West Virginia Bancorp, Inc.
---------------------------------
(Registrant)
By: /s/ Ronald L. Solomon
----------------------------------------------
Ronald L. Solomon
Vice Chairman, President and
Chief Executive Officer/Director
Pursuant to the requirements of the Securities 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.
Signatures Title Date
------------ ------- ------
Vice Chairman, President
/s/ Ronald L. Solomon Chief Executive Officer March 11, 1999
- ------------------------- and Director
Ronald L. Solomon
/s/ Francy P. Reppy Controller March 11, 1999
- -------------------------
Francie P. Reppy
/s/ George F. Beneke Director March 11, 1999
- -------------------------
George F. Beneke
/s/ Sylvan J. Dlesk Director March 11, 1999
- -------------------------
Sylvan J. Dlesk
/s/ Karl W. Neumann Director March 11, 1999
- -------------------------
Karl W. Neumann
/s/ Laura G. Inman Director March 11, 1999
- -------------------------
Laura G. Inman
/s/ James C. Inman, Jr. Director March 11, 1999
- -------------------------
James C. Inman, Jr.
/s/ R. Clark Morton Director March 11, 1999
- -------------------------
R. Clark Morton
/s/ William G. Petroplus Director March 11, 1999
- -------------------------
William G. Petroplus
/s/ Benjamin R. Honecker Director March 11, 1999
- -------------------------
Benjamin R. Honecker
/s/ Thomas A. Noice Director March 11, 1999
- -------------------------
Thomas A. Noice
20
EXHIBIT INDEX
The following exhibits are filed herewith and/or are incorporated herein
by reference.
Exhibit
Number Description
- ------- -----------
3.1 Certificate and Articles of Incorporation of First West
Virginia Bancorp, Inc.
Incorporated herein by reference.
3.2 Bylaws of First West Virginia Bancorp, Inc.
Incorporated herein by reference.
10.1 Employment Contract dated January 1, 1999 between
First West Virginia Bancorp, Inc. and Ronald L. Solomon.
Filed herewith and incorporated herein by reference.
10.2 Employment Contract dated January 1, 1999 between
First West Virginia Bancorp, Inc. and Charles K. Graham.
Filed herewith and incorporated herein by reference.
Filed herewith and incorporated herein by reference.
10.3 Employment Contract dated January 1, 1999 between
First West Virginia Bancorp, Inc. and Beverly A. Barker.
Filed herewith and incorporated herein by reference.
10.4 Lease dated July 20, 1993 between Progressive Bank, N.A.,
formerly known as "First West Virginia Bank, N.A.", and
Angela I. Stauver.
Incorporated herein by reference.
10.5 Lease dated February 1, 1989 between First West Virginia Bancorp,
Inc. and Progressive Bank, N.A., formerly known as "Farmers
and Merchants National Bank in Bellaire." Incorporated herein by
reference.
10.6 Banking Services License Agreement dated October 26, 1994 between
Progressive Bank, N.A., formerly known as "First West Virginia Bank,
N.A.", and The Kroger Co. Incorporated herein by reference.
10.7 Lease dated November 14, 1995 between Progressive Bank, N.A.
- Buckhannon and First West Virginia Bancorp, Inc. and O. V. Smith
& Sons of Big Chimney, Inc. Incorporated herein by reference.
10.8 Lease dated May 20, 1998 between Progressive Bank, N.A.
and Robert Scott Lumber Company. Filed herewith and incorporated
herein by reference.
11.1 Statement regarding computation of per share earnings.
Filed herewith and incorporated herein by reference.
12.1 Statement regarding computation of ratios.
Filed herewith and incorporated herein by reference.
13.1 Annual Report to Shareholders, as listed in Part II, Item 8
Filed herewith and incorporated herein by reference.
13.2 Management's Report on Financial Statements
Filed herewith and incorporated herein by reference.
22.1 Subsidiaries of the Holding Company.
Filed herewith and incorporated herein by reference.
24 Consent of S.R. Snodgrass, A.C.
Filed herewith and incorporated herein by reference.
27 Financial Data Schedule
Filed herewith and incorporated herein by reference.
99 Proxy statement for the Annual Shareholders meeting to be held
April 13, 1999 Filed herewith and incorporated herein by reference.