UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2002
---------------------------------------------
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--- EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-8467
------
WESBANCO, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
West Virginia 55-0571723
- ------------------------------- ----------------------------------
(State or other jurisdiction of (I.R.S.Employer Identification No.)
incorporation or organization)
1 Bank Plaza, Wheeling, WV 26003
- ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
304-234-9000
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
--------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or, for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. WesBanco had 21,299,496
shares outstanding at April 30, 2002.
WESBANCO, INC.
TABLE OF CONTENTS
-----------------
ITEM # ITEM PAGE NO.
- ------ ---- --------
PART I - FINANCIAL INFORMATION
------------------------------
1 Financial Statements and Accompanying Notes 3 - 11
2 Management's Discussion and Analysis of Financial
Condition and Results of Operations 12- 21
3 Quantitative and Qualitative Disclosures About
Market Risk 22
PART II - OTHER INFORMATION
---------------------------
1 Legal Proceedings 23
2 Changes in Securities and Use of Proceeds 24
3 Defaults Upon Senior Securities 24
4 Submission of Matters to a Vote of Security Holders 24
5 Other Information 24
6 (a) Exhibits 24
6 (b) Reports on Form 8-K 24
Signatures 25
2
PART I - FINANCIAL INFORMATION
- ------------------------------
Item 1. - Financial Statements
- ------------------------------
Consolidated Balance Sheets at March 31, 2002 and December 31, 2001, and
Consolidated Statements of Income for the three months ended March 31, 2002
and March 31, 2001, and Consolidated Statements of Changes in Shareholders'
Equity and Consolidated Statements of Cash Flows for the three months ended
March 31, 2002 and 2001 are set forth on the following pages.
On March 1, 2002, WesBanco, Inc. ("WesBanco") completed the acquisition
of American Bancorporation ("American") and the merger of American's
affiliate, Wheeling National Bank, with and into WesBanco's affiliate,
WesBanco Bank, Inc. As of the date of the acquisition, American had total
assets of approximately $678 million that represented 28% of WesBanco's
pre-acquisition total assets.
In the opinion of the management of WesBanco, all adjustments,
consisting of normal recurring accruals necessary for a fair presentation of
the financial information referred to above for such periods, have been made.
The results of operations for the three months ended March 31, 2002 are not
necessarily indicative of what results may be attained for the entire year.
For further information, refer to the 2001 Annual Report to
Shareholders, which includes consolidated financial statements and footnotes
thereto and WesBanco's Annual Report on Form 10-K for the year ended
December 31, 2001.
3
WESBANCO, INC.
CONSOLIDATED BALANCE SHEETS
- -----------------------------------------------------------------------------
(dollars in thousands, except par value amount)
March 31, December 31,
2002 2001
---------- -----------
ASSETS (Unaudited)
Cash and due from banks $ 74,547 $ 81,563
Due from banks - interest bearing 1,079 712
Federal funds sold 36,300 ---
Securities:
Held to maturity (fair values of $441,440 and
$242,558, respectively) 442,749 240,953
Available for sale (carried at fair value) 581,807 517,517
---------- ----------
Total securities 1,024,556 758,470
---------- ----------
Loans, net of unearned income 1,867,773 1,539,695
Allowance for loan losses (24,219) (20,786)
---------- ----------
Net loans 1,843,554 1,518,909
---------- ----------
Premises and equipment 57,445 50,252
Accrued interest receivable 19,629 16,290
Goodwill and other intangibles 62,972 19,898
Other assets 44,543 28,360
---------- ----------
Total Assets $3,164,625 $2,474,454
========== ==========
LIABILITIES
Deposits:
Non-interest bearing demand $ 275,981 $ 244,422
Interest bearing demand 269,805 245,447
Money market 446,048 406,727
Savings 381,848 252,438
Certificates of deposit 1,012,544 764,424
---------- ----------
Total deposits 2,386,226 1,913,458
---------- ----------
Other borrowings 406,920 279,131
Accrued interest payable 9,034 7,313
Other liabilities 22,378 16,351
Obligated mandatorily redeemable capital
securities of subsidiary trust 12,650 ---
---------- ----------
Total Liabilities 2,837,208 2,216,253
---------- ----------
SHAREHOLDERS' EQUITY
Preferred stock, no par value, 1,000,000
shares authorized; none outstanding --- ---
Common stock ($2.0833 par value; 50,000,000
shares authorized; 21,319,348 and 20,996,531
shares issued, respectively) 44,415 43,742
Capital surplus 52,799 58,663
Retained earnings 234,098 230,924
Treasury stock (35,842 and 3,142,034 shares,
respectively, at cost) (803) (76,183)
Accumulated other comprehensive income (loss) (569) 3,560
Deferred benefits for directors and employees (2,523) (2,505)
---------- ----------
Total Shareholders' Equity 327,417 258,201
---------- ----------
Total Liabilities and Shareholders' Equity $3,164,625 $2,474,454
========== ==========
See Notes to Consolidated Financial Statements.
4
WESBANCO, INC.
CONSOLIDATED STATEMENT OF INCOME
- -----------------------------------------------------------------------------
(Unaudited, dollars in thousands, except per share amounts)
For the three months ended
March 31,
--------------------------
2002 2001
------------ ------------
INTEREST INCOME
Loans, including fees $ 30,016 $ 32,617
Securities:
Taxable 7,575 5,513
Tax-exempt 3,142 2,265
---------- ----------
Total interest on securities 10,717 7,778
---------- ----------
Federal funds sold 136 510
---------- ----------
Total interest income 40,869 40,905
---------- ----------
INTEREST EXPENSE
Interest bearing demand deposits 466 1,321
Money market deposits 3,097 3,932
Savings deposits 816 1,223
Certificates of deposit 9,503 11,173
---------- ----------
Total interest on deposits 13,882 17,649
Other borrowings 2,736 2,320
---------- ----------
Total interest expense 16,618 19,969
---------- ----------
Net interest income 24,251 20,936
Provision for loan losses 2,239 900
---------- ----------
Net interest income after provision for loan losses 22,012 20,036
---------- ----------
NON-INTEREST INCOME
Trust fees 3,115 3,122
Service charges on deposits 2,291 2,089
Other income 524 534
Net securities gains 1,174 255
---------- ----------
Total non-interest income 7,104 6,000
---------- ----------
NON-INTEREST EXPENSE
Salaries and wages 7,286 6,621
Employee benefits 1,811 1,280
Net occupancy 1,102 992
Equipment 1,383 1,532
Other operating 5,129 4,619
Non-recurring merger expenses 1,066 ---
---------- ----------
Total non-interest expense 17,777 15,044
---------- ----------
Income before provision for income taxes 11,339 10,992
Provision for income taxes 3,271 3,587
---------- ----------
Net Income $ 8,068 $ 7,405
========== ==========
Earnings per share $ 0.42 $ 0.40
Average shares outstanding 19,016,622 18,469,445
Dividends per share $ 0.23 $ 0.23
See Notes to Consolidated Financial Statements.
5
WESBANCO, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
- -----------------------------------------------------------------------------
(Unaudited, dollars in thousands, except per share amounts)
Accumulated Deferred
Common Stock Other Benefits for
----------------- Capital Retained Treasury Comprehensive Directors &
Shares Amount Surplus Earnings Stock Income/(Loss) Employees Total
- --------------------------------------------------------------------------------------------------------------------------
December 31, 2000 18,567,940 $43,742 $59,464 $218,539 $(62,009) $ (365) $ (865) $ 258,506
- --------------------------------------------------------------------------------------------------------------------------
Net income 7,405 7,405
Net fair value adjustment
on securities available
for sale-net of tax effect 2,468 2,468
Net securities gains
reclassified into earnings
- net of tax effect (154) (154)
Cumulative effect of accounting
change for derivative
financial instruments -
net of tax effect 558 558
Net fair value adjustment on
derivatives - net of tax
effect (406) (406)
Net derivative gains
reclassified into earnings-
net of tax effect (39) (39)
-------
Comprehensive income 9,832
Cash dividends:
Common ($.23 per share) (4,237) (4,237)
Treasury shares purchased - net (272,332) (126) (5,359) (5,485)
Borrowing on ESOP debt (2,000) (2,000)
Deferred benefits for
directors-net (9) (9)
- ---------------------------------------------------------------------------------------------------------------------------
March 31, 2001 18,295,608 $43,742 $59,338 $221,707 $(67,368) $2,062 $ (2,874) $256,607
===========================================================================================================================
- ---------------------------------------------------------------------------------------------------------------------------
December 31, 2001 17,854,497 $43,742 $58,663 $230,924 $(76,183) $3,560 $ (2,505) $258,201
- ---------------------------------------------------------------------------------------------------------------------------
Net income 8,068 8,068
Net fair value adjustment
on securities available for
sale - net of tax effect (3,914) (3,914)
Net securities gains
reclassified into earnings
- net of tax effect (688) (688)
Net fair value adjustment
on derivatives - net of
tax effect 507 507
Net derivative gains
reclassified into
earnings - net of
tax effect (34) (34)
-------
Comprehensive income 3,939
Cash dividends:
Common ($.23 per share) (4,894) (4,894)
Treasury shares purchased-net (12,879) (226) (108) (334)
Stock issued for acquisition 3,441,888 673 (5,638) 75,488 70,523
Deferred benefits for
directors - net (18) (18)
- ---------------------------------------------------------------------------------------------------------------------------
March 31, 2002 21,283,506 $44,415 $52,799 $234,098 $(803) $ (569) $(2,523) $327,417
===========================================================================================================================
See Notes to Consolidated Financial Statements.
6
WESBANCO, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
- ------------------------------------------------------------------------------
(Unaudited, in thousands)
For the three months ended
Increase in Cash and Cash Equivalents March 31,
---------------------------
2002 2001
Cash Flows From Operating Activities: ------------ -----------
Net income $ 8,068 $ 7,405
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation 1,225 1,297
Net accretion (192) (16)
Provision for loan losses 2,239 900
Gains on sales of securities - net (1,174) (255)
Deferred income taxes 122 72
Other - net 158 (1,977)
Net change in:
Interest receivable 1,096 992
Other assets and other liabilities 6,580 3,245
Interest payable (873) 689
---------- ----------
Net cash provided by operating activities 17,249 12,352
---------- ----------
Cash Flows From Investing Activities:
Securities held to maturity:
Proceeds from maturities and calls 7,625 4,147
Payments for purchases (102,151) (28,125)
Securities available for sale:
Proceeds from sales 141,139 31,071
Proceeds from maturities and calls 25,688 62,782
Payments for purchases (67,315) (91,019)
Net cash received in acquisition 24,464 ---
Decrease in loans 20,171 29,910
Purchases of premises and equipment - net (1,488) (804)
---------- ----------
Net cash provided by investing activities 48,133 7,962
---------- ----------
Cash Flows From Financing Activities:
Increase in deposits 2,038 198
Increase (decrease) in other borrowings (33,305) 71,560
Dividends paid (4,113) (4,211)
Treasury shares purchased - net (334) (5,485)
Other (17) ---
---------- ----------
Net cash provided (used) by financing activities (35,731) 62,062
---------- ----------
Net increase in cash and cash equivalents 29,651 82,376
Cash and cash equivalents at beginning of period 82,275 73,416
---------- ----------
Cash and cash equivalents at end of period $ 111,926 $ 155,792
========== ==========
Supplemental Disclosures:
Interest paid on deposits and other borrowings $ 17,491 $ 19,281
Income taxes paid --- 175
See Notes to Consolidated Financial Statements.
7
WESBANCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ---------------------------------------------------------------------
Note 1 - Accounting Policies
- ----------------------------
Basis of presentation: The accompanying unaudited consolidated
financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for
interim financial information and with the instructions to Form
10-Q and Article 10 of Regulation S-X. Accordingly, they do not
include all of the information and footnotes required by
accounting principles generally accepted in the United States for
complete financial statements. The consolidated financial
statements include the accounts of WesBanco and its wholly-owned
subsidiaries. Significant intercompany transactions have been
eliminated in consolidation.
Reclassification: Certain prior year financial information has
been reclassified to conform to the presentation at March 31,
2002. The reclassifications had no effect on net income.
Cash and cash equivalents: For the purpose of reporting cash
flows, cash and cash equivalents include cash and due from banks
and federal funds sold. Generally, federal funds are sold for
one-day periods.
Earnings per share: Basic earnings per share are calculated by
dividing net income by the weighted average number of shares of
common stock outstanding during each period. For diluted
earnings per share, the weighted average number of shares for
each period assumes the exercise of stock options. There was no
dilutive effect from the stock options and accordingly, basic and
diluted earnings per share are the same.
Note 2 - Completed Business Combination
- ---------------------------------------
On March 1, 2002, WesBanco completed the acquisition of
American and the merger of American's affiliate, Wheeling
National Bank, Wheeling, West Virginia, with and into WesBanco's
affiliate, WesBanco Bank, Inc. WesBanco and American entered
into a definitive Agreement and Plan of Merger on February 22,
2001. Under the terms of the definitive Agreement and Plan of
Merger, WesBanco exchanged 1.1 shares of WesBanco common stock
for each share of American common stock. A total of 3,441,888
shares of WesBanco common stock valued at $70.5 million were
issued to fund the transaction. The transaction was accounted
for using the purchase method of accounting. As of the
acquisition date, American had total assets of approximately $678
million, deposits of $466 million and stockholders' equity of $44
million. In connection with the acquisition on March 1, 2002,
WesBanco recorded goodwill of approximately $28 million and a
core deposit intangible of $16 million on its Consolidated
Balance Sheet.
WesBanco's merger with American expands WesBanco's market
share in the tri-state area and includes expansion into new markets
with an office in Washington, Pennsylvania, an office in Cambridge,
Ohio and four offices in Columbus, Ohio.
8
The following table presents pro forma combined results of
operations of WesBanco and American as if the business
combination had been completed as of the beginning of each
respective period:
(unaudited, in thousands, except per share amounts)
For the Three Months Ended
March 31,
---------------------------
2002 2001
----------- -----------
Net Interest Income $ 27,744 $ 26,142
Net Income 8,071 8,779
Earnings Per Share 0.38 0.40
Note 3 - Guaranteed Preferred Beneficial Interest in Subordinated Debt
- ----------------------------------------------------------------------
On March 1, 2002, WesBanco assumed $12.65 million of 8.5%
Trust Preferred Securities ("Preferred Securities") from
American. In April 1998, American created a statutory business
trust under Delaware law for the purpose of issuing the company
obligated Preferred Securities. The proceeds from the sale of
the Preferred Securities of the Trust, as well as proceeds from
the issuance of common securities to American, were utilized by
the Trust to invest in $13.04 million of 8.5% Junior Subordinated
Debentures ("the Debentures") of American. The Debentures
represent the sole assets of the Trust.
The Preferred Securities, which have a stated value and
liquidation preference of $10 per share, are registered on Nasdaq
under the stock symbol WSBCP (formerly AMBCP). Interest on the
Preferred Securities is cumulative and payable quarterly in
arrears. WesBanco has the right to optionally redeem the
Debentures on or after April 30, 2003. The Debentures mature on
April 1, 2028.
The Preferred Securities are presented as a separate
category of long-term debt on the Consolidated Balance Sheet.
For regulatory purposes, the Preferred Securities are included in
Tier I Capital in accordance with regulatory reporting
requirements.
Note 4 - Business Segments
- --------------------------
WesBanco operates two reportable segments: community banking and
trust and investment services. WesBanco's community banking segment
offers services traditionally offered by full-service commercial
banks, including commercial demand, individual demand and time deposit
accounts, as well as commercial, mortgage and individual installment
loans. The trust and investment services segment offers trust
services as well as various alternative investment products including
mutual funds and annuities. The market value of assets under
management of the trust and investment services segment were
approximately $2.8 billion at March 31, 2002 and 2001. These
assets are held by WesBanco's affiliate, WesBanco Bank, Inc. in
fiduciary or agency capacities for their customers and therefore are
not included as assets on WesBanco's Consolidated Balance Sheet.
9
The following table provides selected financial information for the
segments of WesBanco:
Trust &
Community Investment
(unaudited, in thousands) Banking Services Consolidated
----------- ---------- ------------
For the three months ended March 31, 2002:
Net interest income $ 24,251 --- $ 24,251
Provision for loan losses 2,239 --- 2,239
Non-interest income 3,989 $ 3,115 7,104
Non-interest expense 16,067 1,710 17,777
Provision for income taxes 2,709 562 3,271
Net income 7,225 843 8,068
For the three months ended March 31, 2001:
Net interest income $ 20,936 --- $ 20,936
Provision for loan losses 900 --- 900
Non-interest income 2,878 $ 3,122 6,000
Non-interest expense 13,342 1,702 15,044
Provision for income taxes 3,019 568 3,587
Net income 6,553 852 7,405
Note 5 - New Accounting Standards
- ---------------------------------
On January 1, 2002, WesBanco adopted the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 142,
"Goodwill and Other Intangible Assets", which change the
accounting for goodwill from an amortization method to an
evaluation of possible impairment approach. The amortization of
goodwill, including goodwill recognized relating to past business
combinations, ceased upon adoption of the new standard.
Impairment testing for goodwill at a reporting unit level is
required on at least an annual basis. The new standard also
addresses other accounting matters, disclosure requirements and
financial statement presentation issues relating to goodwill and
other intangible assets.
SFAS No. 142, as part of its adoption provisions, requires a
transitional impairment test to be applied to all goodwill and
other indefinite-lived intangible assets within the first half of
2002 and any resulting impairment loss be reported as a change in
accounting principle. A final transitional impairment test will
be completed during the second quarter of 2002. As of March 31,
2002, WesBanco's Consolidated Balanced Sheet reflected total
goodwill assets of $47 million and a core deposit intangible of
$16 million. The core deposit intangible is being amortized using
a declining balance method over an estimated life of
approximately 11 years.
10
The following table presents reported net earnings and
earnings per share data for the three months ended March 31,
2001, as well as pro forma adjustments as if SFAS No. 142 had
been adopted on January 1, 2001.
(unaudited, in thousands, except per share amounts)
For the three months ended
March 31, 2001
--------------------------
Net Earnings
Income Per Share
---------- ---------
Reported $ 7,405 $ 0.40
Add back: Non-tax deductible goodwill amortization 293 0.02
---------- ---------
Adjusted $ 7,698 $ 0.42
========== =========
On January 1, 2002, WesBanco adopted SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets,"
which replaces SFAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Assets to be Disposed Of." This
statement primarily defines one accounting model for long-lived
assets to be disposed of by sale, including discontinued
operations, and addresses implementation issues. The adoption of
this statement did not have an impact on WesBanco's financial
statements for the three months ended March 31, 2002.
11
Item 2. - Management's Discussion and Analysis of Financial
- -----------------------------------------------------------
Condition and Results of Operations
- -----------------------------------
The following discussion and analysis presents in further
detail the financial condition and results of operations of
WesBanco and its subsidiaries. This discussion and analysis
should be read in conjunction with the consolidated financial
statements and notes presented in this report.
Forward-looking statements in this report relating to
WesBanco's plans, strategies, objectives, expectations,
intentions and adequacy of resources, are made pursuant to the
safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Investors are cautioned that such forward-
looking statements, which are not historical fact, involve risks
and uncertainties. Such statements are subject to important
factors that could cause actual results to differ materially from
those contemplated by such statements, including without
limitation, the effect of changing regional and national economic
conditions; changes in interest rates; credit risks of
commercial, real estate, and consumer loan customers and their
lending activities; actions of the Federal Reserve Board and
Federal Deposit Insurance Corporation, legislative, and federal
and state regulatory actions or reforms; or other unanticipated
developments materially impacting WesBanco's operational and
financial performance. WesBanco does not assume any duty to
update forward-looking statements.
Earnings Summary
----------------
Comparison of the three months ended March 31, 2002 and 2001
------------------------------------------------------------
WesBanco's net income increased 9.0% to $8.1 million
for the first quarter of 2002 compared to $7.4 million for the
first quarter of 2001. Earnings per share increased 5.0% to
$0.42 for the quarter ended March 31, 2002 compared to $0.40 for
the quarter ended March 31, 2001. WesBanco's improved first
quarter earnings resulted from increases in net interest income
and non-interest income, which were partially offset by increases
in non-interest expense and the loan loss provision. The results
of operations were impacted by the March 1, 2002 acquisition of
American Bancorporation and its subsidiary bank, Wheeling
National Bank.
WesBanco's key earnings performance ratios remained
strong during the quarter ended March 31, 2002. Earnings
performance reflected a return on average assets of 1.21% and a
return on average equity of 11.63% for the first quarter of 2002
compared to 1.30% and 11.63%, respectively, for the first quarter
of 2001.
Operating earnings per share increased 11.9% to
$0.47 for the first quarter of 2002 compared to $0.42 for the
first quarter of 2001. Operating earnings, which excludes
amortization of intangibles, non-recurring merger expenses and
gains or losses on the sale of non-earning assets, increased
16.3% to $9.0 million for the quarter ended March 31, 2002
compared to $7.7 million for the quarter ended March 31, 2001.
12
TABLE 1 AVERAGE BALANCE SHEET AND NET INTERST ANALYSIS
Three months ended March 31,
-------------------------------------
2002 2001
------------------ -----------------
(dollars in thousands) Average Average Average Average
Volume Rate Volume Rate
ASSETS ------------------ -----------------
Loans, net of unearned income (1) $1,648,221 7.39% $1,577,302 8.39%
Securities: (2)
Taxable 563,830 5.37 346,708 6.36
Tax-exempt (3) 255,405 7.57 183,987 7.58
----------------- -----------------
Total securities 819,235 6.06 530,695 6.78
Federal funds sold 34,235 1.61 39,407 5.18
----------------- -----------------
Total earning assets (3) 2,501,691 6.87% 2,147,404 7.93%
----------------- -----------------
Other assets 194,152 159,418
---------- ----------
Total Assets $2,695,843 $2,306,822
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
Interest bearing demand deposits $ 252,191 0.75% $ 252,333 2.12%
Money market deposits 422,517 2.97 363,023 4.39
Savings deposits 300,311 1.10 250,961 1.98
Certificates of deposit 846,988 4.55 765,056 5.92
----------------- -----------------
Total interest bearing deposits 1,822,007 3.09 1,631,373 4.39
Other borrowings 314,005 3.53 178,243 5.28
----------------- -----------------
Total interest bearing liabilities 2,136,012 3.16% 1,809,616 4.48%
----------------- -----------------
Non-interest bearing demand deposits 252,136 217,243
Other liabilities 26,233 21,713
Shareholders' equity 281,462 258,250
---------- ----------
Total Liabilities and
Shareholders' Equity $2,695,843 $2,306,822
========== ==========
Taxable equivalent net yield on
average earning assets (3) 4.18% 4.16%
======= =======
(1) Total loans are gross of allowance for loan losses and net of unearned
income, includes non-accrual and loans held for sale, loan fees included
in interest income on loans are not material.
(2) Average yields on securities available for sale have been calculated
based on amortized cost.
(3) Taxable equivalent basis is calculated on tax-exempt securities using a
tax rate of 35% for each year presented.
TABLE 2 RATE/VOLUME ANALYSIS OF CHANGES IN INTEREST INCOME AND INTEREST
EXPENSE (1)
Three months ended March 31,
2002 compared to 2001
------------------------------------
Net Increase
(in thousands) Volume Rate (Decrease)
Increase (decrease) in interest income: ------------------------------------
Loans, net of unearned income $ 1,419 $ (4,020) $ (2,601)
Taxable securities 3,045 (983) 2,062
Tax-exempt securities (2) 1,350 (1) 1,349
Federal funds sold (60) (314) (374)
------------------------------------
Total interest income change(2) 5,754 (5,318) 436
------------------------------------
Increase (decrease) in interest expense:
Interest bearing demand deposits (1) (854) (855)
Money Market deposits 574 (1,409) (835)
Savings deposits 208 (615) (407)
Certificates of deposit 2,984 (4,654) (1,670)
Other borrowings 1,950 (1,534) 416
------------------------------------
Total interest expense change 5,715 (9,066) (3,351)
------------------------------------
Taxable equivalent net interest
income increase (decrease) (2) $ 39 $ 3,748 $ 3,787
====================================
Increase in taxable equivalent adjustment 472
----------
Net interest income increase (decrease) $ 3,315
==========
(1) Changes to rate/volume are allocated to both rate and volume on a
proportionate dollar basis.
(2) Taxable equivalent basis is calculated on tax-exempt securities using a
tax rate of 35% for each year presented.
13
Net Interest Income
-------------------
Taxable equivalent net interest income, which is WesBanco's
largest revenue source, is the difference between interest income
on earning assets (loans, securities and federal funds sold) and
interest expense paid on liabilities (deposits and borrowings).
Taxable equivalent net interest income is affected by the general
level of interest rates, changes in interest rates, and changes
in the amount and composition of interest earning assets and
interest bearing liabilities.
Taxable equivalent net interest income increased
$3.8 million or 17.1% for the first quarter of 2002 compared to
the first quarter of 2001. The net interest margin increased
slightly to 4.18% from 4.16% for the first quarter of 2001.
Average earning assets increased $354.3 million or 16.5% and
average interest-bearing liabilities increased $326.4 million or
18.0% for the first quarter of 2002 compared to the first quarter
of 2001. The American acquisition increased average earning
assets by approximately $210 million and increased average
interest-bearing liabilities by approximately $195 million.
Taxable equivalent interest income increased $0.4 million or
1.0% for the quarter ended March 31, 2002 compared to the quarter
ended March 31, 2001. As shown in Tables 1 and 2, taxable
equivalent interest income increased $5.7 million due to volume
increases in average earning assets of $354.3 million and
decreased $5.3 million due to a decline in the average taxable
equivalent yield of 106 basis points, from 7.93% to 6.87% during
the comparative period. The decrease in average yields resulted
from a general reduction in interest rates combined with a shift
in volume from higher-yielding loans into securities with lower
yields. Since the first quarter of last year, WesBanco's prime
lending rate decreased to 4.75% from 8.0%.
Interest expense decreased $3.4 million or 16.8% for the
quarter ended March 31, 2002 compared to the quarter ended March
31, 2001. As shown in Tables 1 and 2, interest expense increased
$5.7 million due to volume increases in average interest bearing
liabilities of $326.4 million and decreased $9.1 million due to
an average rate decrease of 132 basis points, from 4.48% to 3.16%
during the comparative period. The average rate decrease was due
to significant reductions in average rates paid on deposit
products and other borrowings, which are primarily comprised of
repurchase agreements and FHLB borrowings.
Non-interest Income
-------------------
Non-interest income for the first quarter of 2002
increased $1.1 million or 18.4% from the first quarter of 2001.
The increase was primarily due to a $0.9 million increase in net
securities gains that resulted from the sale of U.S. Agency
securities to improve liquidity and restructure the securities
portfolio as a result of the American acquisition. Deposit
activity fees increased 9.7% primarily as the result of the
increased volume from the American acquisition while trust
revenue remained consistent between periods. Trust assets under
management,
14
which are not reflected in the accompanying balance sheet, were
$2.8 billion at March 31, 2002, remaining constant with the level
at March 31, 2001.
Non-interest Expense
--------------------
Non-interest expense, excluding non-recurring merger
expenses, increased $1.7 million or 11.1% for the first quarter
of 2002 as compared to the first quarter of 2001. The increase
resulted from incremental operating costs related to the American
acquisition and an increase in employee benefit expenses, which
reflected an increase in health care and pension costs.
Non-recurring merger expenses of approximately $1.1 million,
recorded in the first quarter of 2002, were comprised of certain
post-merger severance payments and other costs related to the
American acquisition. Non-recurring expenses related to the
acquisition are projected to total $3.1 million. Approximately
$2.5 million of these expenses are expected to be recorded in
2002 with the remainder to be recorded in 2003. There were no
non-recurring expenses in the first quarter of 2001. Total
annual cost savings expected to be realized from the business
combination with American by the end of 2003 approximates $3.0
million.
WesBanco's operating efficiency ratio, which excludes the
non-recurring merger expenses and amortization of intangibles,
improved to 49.82% for the first quarter of 2002 compared to
52.34% for the first quarter of 2001.
Income Taxes
------------
TABLE 3: Reconciliation of Income Tax Rates
For the three months ended
March 31,
---------------------------
2002 2001
---- ----
Federal statutory tax rate 35% 35%
Tax-exempt interest income (9) (7)
State income tax - net of federal tax effect 4 4
All other - net (1) 1
---- ----
Effective tax rate 29% 33%
==== ====
WesBanco's federal and state income tax expense decreased
$0.3 million to $3.3 million for the quarter ended March 31, 2002
compared to $3.6 million for the quarter ended March 31, 2001.
WesBanco's effective tax rate for first quarter of 2002 decreased
to 29% from 33% last year. This decrease was primarily due to an
increase in tax-exempt municipal bonds.
15
Financial Condition
-------------------
Total assets of WesBanco were $3.2 billion as of March 31,
2002, an increase of $690.2 million or 27.9% compared to total
assets as of December 31, 2001. The American acquisition
accounted for approximately $678 million of the increase. Total
liabilities of WesBanco were $2.8 billion as of March 31, 2002,
an increase of $621.0 million or 28.0% compared to total
liabilities as of December 31, 2001. The American acquisition
accounted for approximately $634 million of the increase.
TABLE 4: Composition of Securities
March 31, December 31,
(in thousands) 2002 2001
Securities held to maturity (at amortized cost): ---------- -----------
U.S. Treasury and Federal Agency securities $ 87,999 $ 1,001
Obligations of states and political subdivisions 331,706 221,866
Other debt securities 23,044 18,086
---------- -----------
Total securities held to maturity (fair value
of $441,440 and $242,558, respectively) 442,749 240,953
---------- -----------
Securities available for sale (at fair value):
U. S. Treasury and Federal Agency securities 265,241 307,250
Obligations of states and political subdivisions 11,257 12,076
Corporate securities 18,754 14,017
Mortgage-backed and other debt securities 286,555 184,174
Total securities available for sale (amortized ---------- -----------
cost of $582,001 and $510,104, respectively) 581,807 517,517
---------- -----------
Total securities $1,024,556 $ 758,470
========== ===========
Total securities increased $266.1 million or 35.1%
from December 31, 2001 to March 31, 2002. The American
acquisition increased total securities by approximately $277
million, which was partially offset by the net sale of
securities. At March 31, 2002, the average taxable equivalent
yield of the available for sale portfolio was 5.40% with an
average maturity of 3.2 years compared to 5.75% and 2.7 years,
respectively, at December 31, 2001. At March 31, 2002, the
average taxable equivalent yield of the held to maturity
portfolio was 4.52% with an average maturity of 7.4 years
compared to 6.94% and 6.6 years, respectively, at December 31,
2001. Both the decreases in the average taxable equivalent
yields and the increases in the average maturities are primarily
related to the addition of the American securities, which
included a relatively large volume of tax-exempt municipal bonds.
During the first quarter of 2002, WesBanco sold U.S.
Agency securities to improve liquidity and restructure the
securities portfolio as a result of the American acquisition.
Unrealized pre-tax gains/losses on available for sale securities
(fair value adjustments) reflected a $0.2 million market loss as
of March 31, 2002 compared to a $7.4 million market gain as of
December 31, 2001. These fair value adjustments represent
temporary fluctuations resulting from changes in market rates in
relation to average yields in the available for sale portfolio.
WesBanco can impact the magnitude of the fair value adjustment by
managing both the volume
16
and average maturities of securities classified as available for
sale. If these securities were held to their respective maturity
dates, no fair value gain or loss would be realized.
TABLE 5: Composition of Loans
March 31, December 31,
(in thousands) 2002 2001
---------- ------------
Commercial $ 734,451 $ 569,193
Real estate - construction 52,283 37,676
Real estate - residential 726,522 620,108
Consumer, net of unearned income 354,517 312,718
---------- -----------
Loans, net of unearned income $1,867,773 $ 1,539,695
========== ===========
Loans, net of unearned income, increased $328.1 million or
21.3% from December 31, 2001 to March 31, 2002. The American
acquisition increased loans by approximately $345 million.
Excluding American, loans decreased during the first quarter of
2002 as reductions in consumer and real estate loans were only
partially offset by an increase in commercial loans. Relatively
low interest rates have kept commercial loan demand steady while
the ongoing economic slowdown in WesBanco's market area and the
tightening of credit standards for indirect automobile lending
resulted in a decline in the consumer loan portfolio. The
decline in real estate loans reflects WesBanco's decision to sell
more fixed rate originations into the secondary market, and additional
prepayments of adjustable rate mortgages as customers sought other
fixed rate alternatives. The composition of loans as
a percentage of total loans at March 31, 2002 consisted of
commercial at 39%, real estate at 42% and consumer at 19%. As of
the acquisition date, American's composition of loans consisted of
commercial at 50%, real estate at 34% and consumer at 16%.
TABLE 6: Non-performing Assets, Other Impaired Loans and Loans
Past Due 90 Days or More
March 31, December 31,
(in thousands) 2002 2001
---------- -----------
Non-accrual loans $ 7,038 $ 4,030
Renegotiated loans 2,657 3,756
-------- --------
Total non-performing loans 9,695 7,786
Other real estate owned 3,239 3,215
-------- --------
Total non-performing assets 12,934 11,001
Other impaired loans (1) 7,948 6,355
-------- --------
Total non-performing assets and other impaired loans $ 20,882 $ 17,356
======== ========
Loans past due 90 days or more $ 11,961 $ 10,496
======== ========
(1) Includes loans internally classified as doubtful and substandard that
meet the definition of impaired loans.
17
WesBanco's level of non-performing assets and other impaired
loans increased $3.5 million from December 31, 2001 to March 31,
2002. The American acquisition increased total non-performing
assets and other impaired loans by $4.4 million, which was partially
offset by the write-down of $1.4 million related to two commercial real
estate loans which had allocated specific loss reserves established in
prior periods.
Non-performing loans as a percentage of total loans
were 0.52% at March 31, 2002 compared to 0.51% at December 31,
2001 and 0.61% at March 31, 2001. Also, non-performing loans and
loans past due over 90 days or more as a percentage of the
allowance for loan losses was 0.89% at March 31, 2002, and 0.88%
at both December 31, 2001 and March 31, 2001.
WesBanco monitors the overall quality of its loan portfolio
through various methods. Subsequent to loan origination, the
process used to measure and monitor credit risk depends on the
type of loan. Monitoring the level and trend of delinquent loans
is a basic practice for all loan types. Underwriting standards
may also be changed when appropriate. Credit risk in the
personal loan and residential real estate portfolios is also
managed by monitoring market conditions that may impact groups of
borrowers or collateral values. Credit risk in the commercial
loan portfolio is managed by periodic reviews of large borrowing
relationships, monitoring the portfolio for potential
concentrations of credit, and monitoring each borrower's
compliance with applicable loan covenants.
TABLE 7: Allowance for Loan Losses
For the three months ended
March 31,
(in thousands) --------------------------
2002 2001
----------- -----------
Balance, at beginning of period $20,786 $20,030
Allowance for loan losses of acquired bank 3,903 ---
Charge-offs (2,847) (1,097)
Recoveries 138 138
-------- --------
Net charge-offs (2,709) (959)
Provision for loan losses 2,239 900
-------- --------
Balance, at end of period $24,219 $19,971
======== ========
The allowance for loan losses as a percentage of total loans
was 1.30% at March 31, 2002 compared to 1.35% at December 31,
2001 and 1.28% at March 31, 2001. The decrease in the allowance
as a percentage of total loans at March 31, 2002 from December
31, 2001 resulted from the reduction in specific loss reserves
18
associated with the write-down of two commercial real estate
loans and the addition of American's allowance for loan losses,
which at the acquisition date, was approximately 1.1% of loans
outstanding.
Net loan charge-offs for the quarter ended March 31,
2002 increased $1.8 million compared to the quarter ended March
31, 2001. The increase in charge-offs for the quarter ended
March 31, 2002 resulted primarily from the previously mentioned
write-down of two commercial real estate secured loans which had
allocated specific loss reserves established in prior periods,
and increased consumer loan charge-offs. Net loan charge-offs as
a percentage of average total loans were 0.67% on an annualized
basis for the first quarter of 2002 and 0.44% on a trailing 12-
month basis. The provision for loan losses increased $1.3
million for the quarter ended March 31, 2002 compared to the
first quarter of 2001. In terms of coverage, the allowance for
loan losses was 2.50 times non-performing loans at March 31, 2002
compared to 2.09 times non-performing loans at March 31, 2001.
The allowance for loan losses is available to absorb losses
in the loan portfolio. The allowance is reduced by losses, net
of recoveries, and increased by charging a provision to
operations to maintain the allowance at a level determined
appropriate by management. There can be no assurance that
WesBanco will not sustain credit losses in future periods, which
could be substantial in relation to the size of the allowance.
The adequacy of the allowance for loan losses is
evaluated quarterly, which includes testing certain loans for
impairment. Larger commercial loans that exhibit potential or
observed credit weaknesses are subject to individual review.
Reserves are allocated to individual loans based on management's
estimate of the borrower's ability to repay the loan given the
availability of collateral, other sources of cash flow, and legal
options available to WesBanco. Management also evaluates factors
such as economic conditions, changes in underwriting standards or
practices, delinquency and other trends in the portfolio,
specific industry conditions, loan concentrations, the results of
recent internal loan reviews or regulatory examinations, and
other relevant factors that may impact the loan portfolio.
Management relies on certain types of observable data, such as
employment statistics, trends in bankruptcy filings, and external
events that impact particular industries, to determine whether
loss attributes exist at the balance sheet date that will lead to
higher than historical losses in any segment of the portfolio.
Off-balance sheet loan commitments consist of available
balances under lines of credit and standby letters of credit.
These commitments to extend credit were $312.8 million at March
31, 2002 compared to $223.6 million at March 31, 2001. This
increase is attributed to growth in commercial and home equity
lines of credit. Commercial lines of credit and standby letters
of credit are generally renewable or may be cancelled annually.
Loan commitments that are available beyond one year consist of
home equity and other personal lines of credit, certain real
estate construction loans, and other commercial lines of credit.
All loan commitments, regardless of the duration of availability,
are cancelable by WesBanco under certain circumstances.
19
Deposits and Other Borrowings
-----------------------------
Deposits increased $472.8 million or 24.7% during the
quarter ended March 31, 2002. The American acquisition increased
deposits by approximately $465 million. The remainder of the
increase in deposits reflected growth primarily in short-term
certificates of deposit and prime rate money market accounts as
customers shifted balances out of long-term certificates of
deposit products and savings accounts.
Other borrowings, which include FHLB borrowings,
repurchase agreements and federal funds purchased, increased by
$127.8 million during the first quarter of 2002 compared to the
first quarter of 2001, which was primarily related to the
American acquisition.
Capital Resources
-----------------
Shareholders' equity remained strong at March 31, 2002
highlighted by Tier I leverage capital of 10.54% and Tier I and
total-risked based capital ratios of 13.33% and 14.49%,
respectively. Book value per share was $15.38 at March 31, 2002
compared to $14.46 at December 31, 2001 and tangible book value
per share was $12.42 compared to $13.40 at December 31, 2001.
Shareholders' equity increased $69.2 million from December 31,
2001 to March 31, 2002 as the result of the American acquisition
and accumulated earnings net of cash dividends. These growth
factors were partially offset by changes in accumulated other
comprehensive income resulting primarily from fair value adjustments
on available for sale securities.
During the first quarter of 2002, WesBanco completed the
acquisition of 39,279 shares of common stock under the current
stock repurchase plan. As of March 31, 2002, 379,104 shares of
WesBanco common stock remained authorized to be purchased under
the current plan. The timing, price and quantity of purchases
under the plan are at the discretion of WesBanco and the plan may
be discontinued or suspended at any time.
TABLE 8: Capital Adequacy Ratios
March 31, December 31,
2002 2001
--------- ------------
Tier I leverage capital 10.54% 9.62%
Tier I risk-based capital 13.33% 14.09%
Total risk-based capital 14.49% 15.34%
WesBanco is subject to risk-based capital guidelines that
measure capital relative to risk-adjusted assets and off-balance
sheet financial instruments. As shown in Table 8, WesBanco's
Tier I leverage, Tier I risk-based and total risk-based capital
ratios are well above the required minimum levels of 4%, 4%, and
8%, respectively.
20
At March 31, 2002 and December 31, 2001, WesBanco's affiliate bank,
WesBanco Bank, Inc., also exceeded the minimum regulatory levels and
is considered well-capitalized under FDICIA. There are no conditions
or events that have occurred since March 31, 2002 that management
believes has changed WesBanco's well-capitalized category.
Liquidity Risk
--------------
Liquidity is defined as the degree of readiness to convert
assets into cash with minimum loss. Liquidity risk is managed
through WesBanco's ability to provide adequate funds to meet
changes in loan demand, unexpected outflows in deposits and other
borrowings as well as to take advantage of market opportunities
and meet operating cash needs. This is accomplished by
maintaining liquid assets in the form of securities, sufficient
borrowing capacity and a stable core deposit base. WesBanco's
Asset/Liability Management Committee ("ALCO") monitors liquidity
monthly and senior management reviews liquidity weekly.
The principal source of liquidity is WesBanco's deposit base
and other borrowings. At March 31, 2002, WesBanco's banking
subsidiary has a maximum borrowing capacity at the Federal Home
Loan Bank of approximately $1,087 million, of which $813 million
was unused. The acquisition of American added approximately $428
million to the maximum borrowing capacity and approximately $273
million to the unused capacity.
The securities portfolio, federal funds sold and cash and
due from banks serve as additional sources of liquidity.
Securities totaled $1,024.6 million as of March 31, 2002, of
which $581.8 million was classified as available for sale.
Securities maturing within one year from both the available for
sale and held to maturity portfolios totaled $55.9 million at
March 31, 2002. Securities of $354.8 million were pledged at
March 31, 2002. Additional liquidity was provided by federal
funds sold of $36.3 million and cash and due from banks of $75.6
million at March 31, 2002.
Management believes that WesBanco has sufficient liquidity
to meet current obligations to borrowers, depositors and others.
21
Item 3. - Quantitative and Qualitative Disclosures about Market Risk
- --------------------------------------------------------------------
Management considers interest rate risk WesBanco's most
significant market risk. Interest rate risk is the exposure to
adverse changes in net interest income due to changes in interest
rates. Consistency of WesBanco's net interest income is largely
dependent on effective management of interest rate risk. As
interest rates change in the market, rates earned on interest
rate sensitive assets and rates paid on interest rate sensitive
liabilities do not necessarily move concurrently. Differing rate
sensitivities may arise because fixed rate assets and liabilities
may not have the same maturities or because variable rate assets
and liabilities differ in the timing and/or the percentage of
rate changes.
Management uses an earnings simulation model to analyze net
interest income sensitivity to changing interest rates. The
model takes into consideration numerous assumptions regarding
cash flow, repricing characteristics, prepayment factors and
callable bond forecasts at varying levels of interest rates.
Since these assumptions are uncertain, the simulation analysis
should not be relied upon as being indicative of actual results.
The analysis may not consider all actions that WesBanco could
employ in response to changes in interest rates. WesBanco's
Asset/Liability Management Committee monitors loan, investment
and liability portfolios to ensure comprehensive management of
interest rate risk within Board approved policy guidelines. The
current interest rate risk policy guidelines prescribe a maximum
impact on net interest income of +/- 5% for a 200 basis point
immediate change in interest rates over twelve months.
At March 31, 2002, a 200 basis point increase in interest rates
may result in an increase to net interest income of approximately
2.4% compared to 0.4% at December 31, 2001. The increase in
net interest income projected as a result of changes in sensitivity
to rising rates can be attributed primarily to the acquisition of
American.
Conversely, a 200 basis point decrease in interest rates, at
March 31, 2002, may result in a decrease to net interest income of
approximately 6.8% compared to 5.4% at December 31, 2001. In the
current low interest rate environment, the exposure to a 200 basis
point declining interest rate scenario on net interest income
becomes distorted as artificial rate floors are imposed, through
simulation analysis, on various deposit products and other borrowings.
To lessen the distortion of rate floors in the declining interest rate
scenario, management considers that an alternative 100 basis point
declining rate scenario is more appropriate for evaluation purposes.
A 100 basis point decrease in interest rates, at March 31, 2002, may
result in a net interest income reduction of approximately 2.0% compared
to 1.6% at December 31, 2001.
In order to reduce the exposure of interest rate
fluctuations, WesBanco utilizes interest rate swap agreements.
These agreements generally involve the exchange of fixed and
floating rate interest payments without the exchange of the
underlying notional amount, on which interest payments are
calculated. These agreements are entered into as part of
WesBanco's interest rate risk management strategy primarily to
alter the
22
interest rate sensitivity of deposit liabilities. At
March 31, 2002, the notional value of interest rate swap
agreements outstanding was approximately $120.3 million with a
related market loss of $0.4 million, net of tax.
PART II - OTHER INFORMATION
- ---------------------------
Item 1. - Legal Proceedings
- ---------------------------
On March 1, 2002, WesBanco consummated its acquisition of
American Bancorporation through a series of corporate mergers.
At the time of the consummation of this transaction, American
Bancorporation was a defendant in a suit styled Martin, et al. v.
The American Bancorporation Retirement Plan, et al., under Civil
Action No. 5:2000-CV-168 (Broadwater), presently pending in the
United States District Court for the Northern District of West
Virginia. WesBanco has essentially become substituted as the
principal defendant in this suit by reason of the merger. This
case involves a class action suit against American Bancorporation
by certain beneficiaries of the American Bancorporation Defined
Benefit Retirement Plan (the "Plan") seeking to challenge benefit
calculations and methodologies used by the outside Plan
Administrator in determining benefits under the Plan which was
frozen by American Bancorporation, as to benefit accruals, some
years ago. The Plan had been the subject of a predecessor action
in a case styled American Bancorporation Retirement Plan, et al.
v. McKain, Civil Action No. 5:93-CV-110, which was also litigated
in the United States District Court for the Northern District of
West Virginia. The McKain case resulted in an Order entered by
the District Court on September 22, 1995, which directed American
Bancorporation to follow a specific method for determining
retirement benefits under the Plan. American Bancorporation has
asserted that they have calculated the benefits in accordance
with the requirements of the 1995 District Court Order. The
purported class of plaintiffs now assert that they are not bound
by the 1995 District Court Order since they were not parties to
that proceeding and are seeking a separate benefit determination.
The District Court in the current case has substantially limited
the class of plaintiffs to a group of approximately 37
individuals and has granted partial summary judgment to
significantly reduce the scope and extent of the underlying case.
It is not believed that the case presents any material risk of
exposure to WesBanco though, as with any litigation matter, there
are uncertainties in the outcome of the proceeding which cannot
be determined with any degree of certainty.
WesBanco is also involved in other lawsuits, claims,
investigations and proceedings which arise in the ordinary course
of business. There are no such other matters pending that
WesBanco expects to be material in relation to its business,
financial condition or results of operations.
23
Item 2. - Changes in Securities and Use of Proceeds
- ----------------------------------------------------
Not Applicable
Item 3. - Defaults Upon Senior Securities
- ------------------------------------------
Not Applicable
Item 4. - Submission of Matters to a Vote of Security Holders
- -------------------------------------------------------------
On April 17, 2002, the Annual Meeting of the Stockholders of
WesBanco, Inc. was held in Wheeling, WV.
The following directors were elected to the Board of Directors
for a term of three years expiring at the annual stockholders meeting
in 2005:
For Against
---------- -------
R. Peterson Chalfant 16,291,466 65,315
John H. Cheffy 16,332,173 64,293
Abigail M. Feinknopf 16,263,916 88,822
John W. Kepner 16,293,908 65,017
Jeremy C. McCamic 16,219,103 110,351
Joan C. Stamp 16,291,432 64,006
Item 5. - Other Information
- ---------------------------
Not Applicable
Item 6(a). - Exhibits
- ---------------------
Not Applicable
Item 6(b). - Reports on Form 8-K
- --------------------------------
On March 15, 2002, WesBanco, Inc. filed a current report on
Form 8-K, dated March 1, 2002, describing the consummation of the
acquisition of American Bancorporation.
On May 14, 2002, WesBanco, Inc. filed a current report on
Form 8-K/A, amending the Form 8-K filed on March 15, 2002, to provide
the information required under Item 7.
24
SIGNATURES
----------
Pursuant to the requirement 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.
WESBANCO, INC.
--------------
Date: May 15, 2002 /s/ Paul M. Limbert
------------ ---------------------------------
Paul M. Limbert
President and Chief Executive Officer
Date: May 15, 2002 /s/ Robert H. Young
------------ -----------------------------------
Robert H. Young
Executive Vice President and Chief
Financial Officer
25