1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
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, 1997
- - -----------------------------------------------------------------------------
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 ____________
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 (IRS Employer Identification No.)
incorporation or organization)
1 Bank Plaza, Wheeling, WV 26003
- - ---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 304-234-9000
------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Title of each class Name of each Exchange on which registered
- - ------------------------------ -----------------------------------------
Common Stock $2.0833 Par Value National Association of Securities
Nonredeemable Preferred Stock Dealers, Inc.
None
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. _____
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
------- ------
The aggregate market value of voting stock computed using the average of the
bid and ask prices held by non-affiliates of the Registrant on February 27,
1998 was approximately $405,804,147.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of February 27, 1998, there were 15,964,362 shares of WesBanco, Inc.
Common stock $2.0833 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of WesBanco, Inc.'s 1997 Annual Report to Shareholders - Parts II
and III
Portions of the Registrant's definitive proxy statement to be filed pursuant
to Regulation 14A not later than 120 days after the end of the fiscal year
(December 31, 1997) are incorporated by reference in Part III.
Page 1 of 64
2
WESBANCO, INC.
TABLE OF CONTENTS
ITEM # ITEM PAGE(S)
- - ------ ---- ------
Part I
------
1 Business 3-17
2 Properties 18
3 Legal proceedings 18
4 Submission of matters to a vote of security holders N/A
Part II
-------
5 Market for the registrant's common equity and related
stockholder matters 19,55
6 Selected financial data 45-46
7 Management's discussion and analysis of financial
condition and results of operations 46-55
8 Financial statements and supplementary data 27-44
9 Changes in and disagreements with accountants on
accounting and financial disclosure N/A
Part III
--------
10 Directors and Executive Officers of the registrant 19 *
11 Executive compensation *
12 Security ownership of certain beneficial owners and
management *
13 Certain relationships and related transactions *
Part IV
-------
14 Exhibits, financial statement schedules, and reports
on Form 8-K 20
* Incorporated by reference to WesBanco, Inc.'s Proxy
Statement dated March 13, 1998, for Annual Meeting of
Stockholders to be held April 15, 1998.
This Form contains a total of 64 pages.
3
PART I
Item 1. Business
- - -----------------
General
- - -------
As of December 31, 1997, the Corporation had four banking affiliates
located in Wheeling, Charleston, Parkersburg, and Fairmont, West Virginia.
The Registrant had one banking affiliate in Barnesville, Ohio. WesBanco
Wheeling has fourteen offices, all in West Virginia, five located in Wheeling,
two located in Follansbee, three in New Martinsville, one in Sistersville,
one in Wellsburg and two in Weirton. WesBanco Barnesville has six offices,
two located in Barnesville and one each in St. Clairsville, Bethesda,
Woodsfield and Beallsville, Ohio. WesBanco Parkersburg has three offices,
one located in Parkersburg, one located in Elizabeth and one in Mineral Wells.
WesBanco Charleston has four offices, one located in South Hills, one in South
Charleston, one in Dunbar and one in Sissonville. WesBanco Fairmont has four
offices located in Fairmont, five offices located in Morgantown, three offices
located in Bridgeport, two in Shinnston and one each in Nutter Fort, Kingwood,
Masontown and Bruceton Mills, West Virginia. The Corporation's mortgage
banking affiliate has offices located in Bridgeport, South Charleston,
Barboursville, Elkins, Wheeling, and Weirton, West Virginia. There are
approximately 883 full time equivalent employees employed by all affiliates
as of December 31, 1997.
On September 30, 1997, WesBanco and Commercial Bancshares, Incorporated
jointly announced the signing of a definitive Agreement and Plan of Merger
providing for Commercial, a multibank holding company headquartered in
Parkersburg, West Virginia, to merge with WesBanco affiliated companies.
Commercial is the bank holding company for seven community banks with
seventeen offices located in West Virginia and Ohio. Under the terms
of the definitive Agreement and Plan of Merger, WesBanco will exchange 2.85
shares of WesBanco common stock for each share of Commercial common stock
outstanding in a tax free exchange. The merger, which is based on a fixed
exchange ratio, will be accounted for as a pooling of interests. This
transaction, which is subject to approval by the stockholders of Commercial
and WesBanco, is expected to be consummated on March 31, 1998.
WesBanco, Inc., through its subsidiaries, conducts general banking,
commercial, mortgage banking and trust business. Its full service banks
offer a wide range of services to commercial, consumer and government bodies,
including but not limited to, retail banking services, such as demand, savings
and time deposits; commercial, mortgage, and personal loans; credit card
services through VISA and MasterCard; personal and corporate trust services
and discount brokerage services. Most affiliates are participating in local
partnerships which operate banking machines in those local regions primarily
under the name of MAC. The banking machines are linked to CIRRUS, a
nationwide banking network.
The Corporation has reported to its shareholders that it may engage in
other activities of a financial nature authorized by the Federal Reserve Board
through a subsidiary, or through acquisition of established companies.
As of December 31, 1997, none of the affiliates were engaged in any
operation in foreign countries and none has had transactions with customers
in foreign countries.
4
Item 1. Business (continued)
- - -----------------------------
General (continued)
- - -------------------
Competition
- - -----------
Each affiliate bank faces strong competition for local business in
their respective market areas. Competition exists for new loans and
deposits, in the scope and types of services offered, and the interest
rates paid on time deposits and charged on loans, mortgage banking services
and in other aspects of banking. The affiliate banks encounter substantial
competition not only from other commercial banks but also from other
financial institutions. Savings banks, savings and loan associations,
brokerage business and credit unions actively compete for deposits.
Such institutions, as well as consumer finance companies, insurance
companies and other enterprises, are important competitors for various
types of lending business. In addition, personal and corporate trust
services and investment counseling services are offered by insurance
companies, investment counseling firms and other business firms and
individuals.
Supervision and Regulation
- - --------------------------
As a registered bank holding company, WesBanco is subject to the
supervision of the Federal Reserve Board and is required to file with
the Federal Reserve Board reports and other information regarding its
business operations and the business operations of its subsidiaries.
WesBanco is also subject to examination by the Federal Reserve Board and
is required to obtain Federal Reserve Board approval prior to acquiring,
directly or indirectly, ownership or control of voting shares of any bank,
if, after such acquisition, it would own or control more than 5% of the
voting stock of such bank. In addition, pursuant to federal law and
regulations promulgated by the Federal Reserve Board, WesBanco may only
engage in, or own or control companies that engage in, activities deemed by
the Federal Reserve Board to be so closely related to banking as to be a
proper incident thereto. Prior to engaging in most new business activities,
WesBanco must obtain approval from the Federal Reserve Board.
WesBanco's banking subsidiaries have deposits insured by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation (the
"FDIC"), and are subject to supervision, examination and regulation by state
banking authorities and either the FDIC or the Federal Reserve Board. In
addition to the impact of federal and state supervision and regulation, the
banking subsidiaries of WesBanco are affected significantly by the actions
of the Federal Reserve Board as it attempts to control the money supply and
credit availability in order to influence the economy.
WesBanco's depository institution subsidiaries are subject to affiliate
transaction restrictions under federal law which limit the transfer of funds
by the subsidiary banks to their parent and any nonbanking subsidiaries,
whether in the form of loans, extensions of credit, investments or asset
purchases. Such transfers by any subsidiary bank to its parent corporation
or to any nonbanking subsidiary are limited in amount to 10% of the
institution's capital and surplus and, with respect to such parent and all
such nonbanking subsidiaries, to an aggregate 20% of any such institution's
capital and surplus. Furthermore, such loans and extensions of credit
are required to be secured in specified amounts.
5
Item 1. Business (continued)
- - -----------------------------
Supervision and Regulation (continued)
- - --------------------------------------
The Federal Reserve Board has a policy to the effect that a bank holding
company is expected to act as a source of financial and managerial strength to
each of its subsidiary banks and to commit resources to support each such
subsidiary bank. Under the source of strength doctrine, the Federal Reserve
Board may require a bank holding company to make capital injections into a
troubled subsidiary bank, and may charge the bank holding company with
engaging in unsafe and unsound practices for failure to commit resources to
such a subsidiary bank. This capital injection may be required at times when
WesBanco may not have the resources to provide it. Any capital loans by a
holding company to any of the subsidiary banks are subordinate in right of
payment to deposits and to certain other indebtedness of such subsidiary bank.
Moreover, in the event of a bank holding company's bankruptcy, any commitment
by such holding company to a federal bank regulatory agency to maintain the
capital of a subsidiary bank will be assumed by the bankruptcy trustee and
entitled to a priority of payment.
In 1989, the United States Congress passed comprehensive financial
institutions legislation known as the Financial Institution Reform, Recovery,
and Enforcement Act ("FIRREA"). FIRREA established a new principal of
liability on the part of depository institutions insured by the FDIC for any
losses 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 a "default" is likely
to occur in the absence of regulatory assistance. Accordingly, in the event
that any insured bank subsidiary of WesBanco causes a loss to the FDIC, other
bank subsidiaries of WesBanco could be required to compensate the FDIC by
reimbursing to it the amount of such loss.
Dividend Restrictions
- - ---------------------
There are statutory limits on the amount of dividends WesBanco's
depository institution subsidiaries can pay to their parent corporation
without regulatory approval. Under applicable federal regulations,
appropriate bank regulatory agency approval is required if the total of all
dividends declared by a bank in any calendar year exceeds the available
retained earnings and exceeds the aggregate of the bank's net profits (as
defined by regulatory agencies) for that year and its retained net profits
for the preceding two years, less any required transfers to surplus or a
fund for the retirement of any preferred stock.
FDIC Insurance
- - --------------
The FDIC has the authority to raise the insurance premiums for
institutions in the BIF to a level necessary to achieve a target reserve
level of 1.25% of insured deposits within not more than 15 years. In
addition, the FDIC has the authority to impose special assessments in
certain circumstances. The level of deposit premiums affects the
profitability of subsidiary banks and thus the potential flow of dividends
to parent companies.
6
Item 1. Business (continued)
- - -----------------------------
Under the risk-based insurance assessment system that became effective
January 1, 1994, the FDIC places each insured depository institution in one
of nine risk categories based on its level of capital and other relevant
information (such as supervisory evaluations). Regarding the assessment
rates under the assessment system, on November 20, 1996, the FDIC voted
to retain the existing Bank Insurance Fund ("BIF") assessment schedule of
0 to 0.27% (annual rate), and to collect an assessment against BIF assessable
deposits to be paid to the Financing Corporation ("FICO"). In addition, the
FDIC eliminated the statutory minimum annual assessment of $2,000. Each
WesBanco Bank was subject to the FICO special assessment at an annual rate
of 1.29% during 1997. No assessment was paid to the BIF for 1997.
Federal Deposit Insurance Corporation Improvement Act of 1991
- - -------------------------------------------------------------
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially
revised the bank regulatory and funding provisions of the Federal Deposit
Insurance Act and makes revisions to several other federal banking statutes.
Among other things, FDICIA requires federal bank regulatory authorities
to take "prompt corrective action" with respect to depository institutions
that do not meet minimum capital requirements. For these purposes, FDICIA
establishes five capital tiers: well capitalized, adequately capitalized,
undercapitalized, significantly undercapitalized and critically
undercapitalized.
Rules adopted by the Federal banking agencies under FDICIA provide that
an institution is deemed to be: "well capitalized" if the institution has a
total (Tier 1 plus Tier II) risk-based capital ratio of 10.0% or greater, a
Tier I risk-based ratio of 6.0% or greater, and a leverage ratio of 5.0% or
greater, and the institution is not subject to an order, written agreement,
capital directive, or prompt corrective action directive to meet and maintain
a specific level for any capital measure; "adequately capitalized" if the
institution has a Total risk-based capital ratio of 8.0% or greater, a Tier I
risk-based capital ratio of 4.0% or greater, and a leverage ratio of 4.0% or
greater (or a leverage ratio of 3.0% or greater if the institution is rated
composite 1 in its most recent report of examination, subject to appropriate
Federal banking agency guidelines), and the institution does not meet the
definition of a well-capitalized institution; "undercapitalized" if the
institution has a Total risk-based capital ratio that is less than 8.0%,
a Tier I risk-based capital ratio that is less than 4.0% or a leverage ratio
that is less than 4.0% (or a leverage ratio that is less than 3.0% if the
institution is rated composite 1 in its most recent report of examination,
subject to appropriate Federal banking agency guidelines) and the institution
does not meet the definition of a significantly undercapitalized or critically
undercapitalized institution; "significantly undercapitalized" if the
institution has a Total risk-based capital ratio that is less than 6.0%, a
Tier I risk-based capital ratio that is less than 3.0%, or a leverage ratio
that is less than 3.0% and the institution does not meet the definition of a
critically undercapitalized institution; and "critically undercapitalized" if
the institution has a ratio of tangible equity to total assets that is equal
to or less than 2%.
7
Item 1. Business (continued)
- - -----------------------------
At December 31, 1997, WesBanco and all of its bank subsidiaries qualified
as well-capitalized based on the ratios and guidelines noted above. A bank's
capital category, however, is determined solely for the purpose of applying
the prompt corrective action rules and may not constitute an accurate
representation of that bank's overall financial condition or prospects.
The appropriate Federal banking agency may, under certain circumstances,
reclassify a well capitalized insured depository institution as adequately
capitalized. The appropriate agency is also permitted to require an
adequately capitalized or undercapitalized institution to comply with the
supervisory provisions as if the institutions were in the next lower category
(but not treat a significantly undercapitalized institution as critically
undercapitalized) based on supervisory information other than the capital
levels of the institution.
The statute provides that an institution may be reclassified if the
appropriate Federal banking agency determines (after notice and opportunity
for bearing) that the institution is in an unsafe and unsound condition or
deems the institution to be engaging in an unsafe or unsound practice.
FDICIA generally prohibits a depository institution from making any
capital distributions (including payment of a dividend) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions
are subject to growth limitations and are required to submit a capital
restoration plan. The Federal banking agencies may not accept a capital
restoration plan without determining, among other things, that the plan
is based on realistic assumptions and is likely to succeed in restoring the
depository institution's capital. In addition, for a capital restoration
plan to be acceptable, the depository institution's parent holding company
must guarantee that the institution will comply with such capital restoration
plan. The aggregate liability of the parent holding company is limited to
the lesser of (i) an amount equal to 5% of the depository institution's total
assets at the time it became undercapitalized, and (ii) the amount which is
necessary (or would have been necessary) to bring the institution into
compliance with all capital standards applicable with respect to such
institution as of the time it fails to comply with the plan. If a depository
institution fails to submit an acceptable plan, it is treated as if it is
significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to
a number of requirements and restrictions, including orders to sell sufficient
voting stock to become adequately capitalized, requirements to reduce total
assets and cessation of receipt of deposits from correspondent banks.
Critically undercapitalized institutions are subject to the appointment of a
receiver or conservator.
FDICIA also contains a variety of other provisions that may affect the
operation of WesBanco, including reporting requirements, regulatory standards
for real estate lending, "truth in savings" provisions, and the requirement
that a depository institution give 90 days' prior notice to customers and
regulatory authorities before closing any branch.
8
Item 1. Business (continued)
- - -----------------------------
Capital Requirements
- - --------------------
The risk-based capital guidelines for bank holding companies and banks
adopted by the Federal banking agencies were phased in at the end of 1992.
The minimum ratio of qualifying total capital to risk-weighted assets
(including certain off-balance sheet items, such as standby letters of credit)
under the fully phased-in guidelines is 8%. At least half of the total
capital is to be comprised of common stock, retained earnings, noncumulative
perpetual preferred stocks, minority interests and, for bank holding companies,
a limited amount of qualifying cumulative perpetual preferred stock, less
goodwill and certain other intangibles ("Tier I capital"). The remainder
("Tier II capital") may consist of other preferred stock, certain other
instruments, and limited amounts of subordinated debt and the reserve for
credit losses.
In addition, the Federal Reserve Board has established minimum leverage
ratio (Tier I capital to total average assets less goodwill and certain other
intangibles) guidelines for bank holding companies and banks. These
guidelines provide for a minimum leverage ratio of 3.0% for bank holding
companies and banks that meet certain specified criteria, including that they
have the highest regulatory rating. All other banking organizations are
required to maintain a leverage ratio of 3.0% plus an additional cushion
of at least 100 to 200 basis points. The guidelines also provide that
banking organizations experiencing internal growth or making acquisitions
will be expected to maintain strong capital positions substantially above
the minimum supervisory levels, without significant reliance on intangible
assets. Furthermore, the guidelines indicate that the Federal Reserve Board
will continue to consider a "tangible Tier I leverage ratio" in evaluating
proposals for expansion or new activities. The tangible Tier I leverage
ratio is the ratio of Tier I capital, less intangibles not deducted from
Tier I capital, to total assets, less all intangibles. Neither WesBanco nor
any of its bank subsidiaries has been advised of any specific minimum
leverage ratio applicable to it.
As of December 31, 1997, all of WesBanco's banking subsidiaries had
capital in excess of all applicable requirements.
Interstate Banking Act
- - ----------------------
The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (hereinafter called "Interstate Banking Act") was signed into law by
President Clinton on September 29, 1994. The Act generally allows adequately
capitalized and managed bank holding companies to acquire banks in any state
starting one year after enactment. The Act also authorized interstate merger
transactions effective June 1, 1997. States are permitted, however, to pass
legislation providing for either earlier approval of mergers with out-of-state
banks or "opting-out" of interstate mergers entirely. The Act would permit
banks to acquire branches of out-of-state banks by converting their office
into branches of the resulting bank. The Act would also permit banks to
establish and operate "de novo branches" in any state that "opts-in" to de
novo branching. The Act also requires each Federal banking agency to
prescribe uniform regulations, including guidelines insuring that interstate
branches operated by out-of-state banks are reasonably helping to meet the
credit needs of communities where they operate.
WesBanco is incorporated under the laws of the State of West Virginia
and the West Virginia Legislature adopted substantial amendments to the West
Virginia banking laws in 1996 specifically permitting interstate branching
under Section 102 and 103 of the Interstate Banking Act, effective May 31,
1997. The State of Ohio, in which WesBanco has an affiliate bank, enacted
legislation in 1997 specifically permitting interstate branching.
9
Item 1. Business (continued)
- - -----------------------------
Statistical Information
- - -----------------------
Except as noted, the following statistical data averages included in
Item I - Business were computed using daily averages for the years ended
December 31, 1997, 1996 and 1995. Statistical data not included in
Item I - Business have been omitted due to inclusion in the 1997 Annual
Report to Shareholders, incorporated herein by reference, or are not
applicable.
The effect on interest income and interest expense for the years ended
December 31, 1997, 1996 and 1995, due to changes in average volume and rate
from the prior year, is presented below. The average volumes and rates are
shown in the 1997 Annual Report to Shareholders. The effect of a change
in average volume has been determined by applying the average rate in the
earlier year to the change in volume. The change in rate has been determined
by applying the average volume in the earlier year to the change in rate.
The change in interest due to both rate and volume has been allocated to
volume and rate changes in proportion to the relationship of the absolute
dollar amounts of change in each. (in thousands):
1997 Compared to 1996
-------------------------------
Net Increase
Volume Rate (Decrease)
-------- ------- ------------
Loans $ 8,587 $ 431 $ 9,018
Taxable securities (1,054) 2,050 996
Tax-exempt securities 1,014 (182) 832
Federal funds sold 676 70 746
------- ------- -------
Total interest earned 9,223 2,369 11,592
------- ------- -------
Interest bearing demand (943) 4,363 3,420
Savings deposits (835) (531) (1,366)
Certificates of deposit 3,428 1,316 4,744
Federal funds purchased and
repurchase agreements 157 158 315
Other borrowings 193 250 443
------- ------- -------
Total interest paid 2,000 5,556 7,556
------- ------- -------
Net Interest Differential $ 7,223 $(3,187) $ 4,036
======= ======= =======
1996 Compared to 1995
-------------------------------
Net Increase
Volume Rate (Decrease)
-------- ------- -----------
Loans $ 7,181 $ (184) $ 6,997
Taxable securities (2,398) 850 (1,548)
Tax-exempt securities 640 (522) 118
Federal funds sold (428) (283) (711)
------- ------- ---------
Total interest earned 4,995 (139) 4,856
------- ------- ---------
Interest bearing demand (175) (697) (872)
Savings deposits (587) (929) (1,516)
Certificates of deposit 2,944 473 3,417
Federal funds purchased and
repurchase agreements 978 (336) 642
Other borrowings 65 (88) (23)
------ ------- ---------
Total interest paid 3,225 (1,577) 1,648
------ ------- ---------
Net Interest Differential $1,770 $1,438 $3,208
====== ======= =========
10
Item 1. Business (continued)
- - -----------------------------
Investment Portfolio
- - --------------------
The maturity distribution, using book value including accretion of
discounts and the amortization of premiums and approximate yield of investment
securities at December 31, 1997, is presented in the following table. Tax
equivalent yield basis was not used. Approximate yield was calculated using
a weighted average of yield to maturity (in thousands):
After One But After Five But
Within One Year Within Five Years Within Ten Years After Ten Years
--------------- ----------------- ---------------- ---------------
Amount Yield Amount Yield Amount Yield Amount Yield
Held to Maturity: ------ ----- ------ ----- ------ ----- ------ -----
- - -----------------
U.S. Treasury and Federal Agency
securities $24,620 6.01% $42,980 6.19% ---- ---- ---- ----
States and political
subdivisions 14,962 5.14% 54,754 5.07% $52,896 5.12% $31,558 5.28%
Other debt securities (1) --- --- --- --- --- --- 2,277 7.06%
--------------------------------------------------------------------------
Total held to maturity 39,582 5.68% 97,734 5.56% 52,896 5.12% 33,835 5.40%
Available for Sale: (2)
- - -----------------------
U.S. Treasury and Federal Agency
securities 21,681 5.57% 98,382 6.23% 93,996 6.72% 766 7.28%
States and political
subdivisions 4,260 3.84% 12,709 4.28% 1,590 4.74% 527 4.65%
Mortgage-backed and other
securities (1) (3) 19,699 6.22% 67,106 6.66% 10,299 6.57% 3,206 2.32%
--------------------------------------------------------------------------
Total available for sale 45,640 5.86% 178,197 6.25% 105,885 6.68% 4,499 3.44%
--------------------------------------------------------------------------
Total Investment Securities $85,222 5.78% $275,931 6.01% $158,781 6.16% $38,334 5.17%
==========================================================================
(1) Represents investments with no stated maturity date.
(2) Average yields on investment securities available for sale have been
calculated based on amortized cost.
(3) Mortgage-backed securities which have prepayment provisions are assigned
to maturity categories based on estimated average lives.
11
Item 1. Business (continued)
- - -----------------------------
Investment Portfolio (continued)
- - --------------------------------
Book values of investment securities are as follows (in thousands):
December 31,
---------------------------------
1997 1996 1995
Investments Held to Maturity (at cost): ---- ---- ----
- - ---------------------------------------
U.S. Treasury and Federal
Agency securities $ 67,600 $ 99,457 $219,719
Obligations of states and
political subdivisions 154,170 147,643 129,074
Other debt securities (1) 2,277 2,008 1,358
-------- -------- --------
Total Held to Maturity 224,047 249,108 350,151
-------- -------- --------
Investments Available for Sale (at market):
- - -------------------------------------------
U.S. Treasury and Federal
Agency securities 215,908 161,817 157,505
Obligations of states and
political subdivisions 18,994 14,120 5,667
Mortgage-backed and other securities (2) 107,608 100,264 8,965
-------- -------- --------
Total Available for Sale 342,510 276,201 172,137
-------- -------- --------
Total Investments $566,557 $525,309 $522,288
======== ======== ========
(1) Includes Federal Reserve Bank Stock and Federal Home Loan Bank securities.
(2) Includes stocks of business corporations.
There are no issues included in obligations of state and political
subdivisions which individually or in the aggregate exceed ten percent of
shareholders' equity as of December 31, 1997.
Loan Portfolio
- - --------------
Loans outstanding, including loans held for sale, are as follows
(in thousands):
December 31,
------------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Loans:*
Commercial $206,909 $177,136 $176,809 $170,164 $169,341
Real Estate--Construction 25,306 21,556 16,544 25,575 21,732
Real Estate--Mortgage 515,194 510,778 424,917 380,178 356,286
Personal 275,305 321,060 284,108 245,032 231,705
--------- --------- -------- -------- --------
Subtotal 1,022,714 1,030,530 902,378 820,949 779,064
Loans Held for Sale 11,705 983 0 0 0
--------- --------- -------- -------- --------
Total Loans $1,034,419 $1,031,513 $902,378 $820,949 $779,064
========= ========= ======== ======== ========
*Gross of allowance for loan losses. Does not include unearned income on
personal loans.
12
Item 1. Business (continued)
- - -----------------------------
Loan Portfolio (continued)
- - --------------------------
WesBanco's real estate-mortgage loans, at 50% of total loans, comprise
the single largest loan type in the portfolio. This category consists
generally of conventional adjustable and fixed rate residential mortgages and
home equity loans located within the bank's general market areas. The risks
associated with real estate lending are principally influenced by real
property values which are affected by the general economic conditions in each
bank's market areas.
Loans held for sale consists of residential mortgage loans and are valued
at the lower of aggregate cost or market value.
Personal loans represent approximately 27% of total loans and consist
primarily of indirect vehicle loans originated through automobile dealers and
credit card outstanding balances. These loans are a smaller balance,
homogeneous group of loans which are not concentrated in a specific market
area. Risks in this lending category include the possibility of general
economic downturn which may cause an increase in credit losses.
The loan loss policy for consumer installment lending requires a
charge-off if the loan reaches 120 delinquency days. Any payments subsequent
to charge-off are reflected as recoveries.
Commercial loans, representing 20% of total loans are not concentrated
in any single industry, but reflect a broad range of business in West Virginia
and Eastern Ohio. These loans are predominantly in the manufacturing,
wholesaling and retail service industries. The credit risk associated with
commercial lending is principally influenced by general economic conditions
and the resulting impact on the borrower's operations, mitigated by
collateral values.
Each bank within the Corporation has its own renewal policies regarding
commercial and real estate-construction loans. However, real estate-
construction loans are generally not renewed at any bank. Commercial loans
above certain pre-approved dollar limits must be reviewed by the respective
credit review committee or senior management prior to extension of maturity
dates or rollover of the loan into a new loan. Renewals of commercial loans
below specified lending limitations may be approved by the respective bank
loan officer.
The following table presents the approximate maturities of loans other
than personal loans, residential mortgages, and loans held for sale,
for all affiliate banks as of December 31, 1997 (in thousands):
After one
In one year through After
year or less five years five years
------------ ------------ ----------
Commercial $ 98,862 $ 59,384 $ 48,663
Real estate:
Construction 5,395 987 11,784
Other real estate 12,084 9,769 63,356
--------- --------- ---------
Total $116,341 $ 70,140 $123,803
========= ========= =========
Fixed rates $ 23,380 $ 51,234 $ 39,155
Variable rates 92,961 18,906 84,648
--------- --------- ---------
Total $116,341 $ 70,140 $123,803
========= ========= =========
13
Item 1. Business (continued)
- - -----------------------------
Loan Portfolio (continued)
- - --------------------------
WesBanco banks follow lending policies which require substantial down
payments along with current market appraisals on the collateral when the
loans are originated. The majority of loans are either secured by deeds of
trust on real property, security agreements on personal property, insurance
contracts from independent insurance companies or through marketable
securities. WesBanco Bank Wheeling has approximately 42% of consolidated
gross loans.
All affiliate banks generally recognize interest income on the accrual
basis, except for certain loans which are placed on a nonaccrual status, when
in the opinion of management, doubt exists as to collectability. All banks
must conform to the policies of the Board of Governors of the Federal Reserve
System and the Office of the Comptroller of Currency which state that banks
may not accrue interest on any loan on which either the principal or interest
is past due 90 days or more unless the loan is both well secured and in the
process of collection. When a loan is placed on a nonaccrual status, interest
income may be recognized as cash payments are received.
Non-performing assets and secured loans which are in the process of
collection but are contractually past due 90 days or more as to interest or
principal are as follows (in thousands):
December 31,
------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Nonaccrual:
Personal $ 61 $ 53 $ 59 $ 12 $ 124
Commercial 4,662 3,683 3,467 6,766 9,496
Mortgage 1,935 928 1,673 1,475 1,620
------ ------ ------ ------ ------
6,658 4,664 5,199 8,253 11,240
------ ------ ------ ------ ------
Renegotiated:
Personal -- -- 9 -- --
Commercial -- 1,527 1,006 23 80
Mortgage 773 623 39 81 88
------ ------ ------ ------ ------
773 2,150 1,054 104 168
------ ------ ------ ------ ------
Other classified loans: (1)
Personal -- -- -- -- --
Commercial 3,765 3,057 341 -- --
Mortgage -- 414 697 -- --
------ ------ ------ ------ ------
3,765 3,471 1,038 -- --
------ ------ ------ ------ ------
Total non-performing loans 11,196 10,285 7,291 8,357 11,408
Other Real Estate Owned 4,202 3,555 4,137 612 801
------ ------ ------ ------ ------
Total non-performing assets $15,398 $13,840 $11,428 $8,969 $12,209
====== ====== ====== ====== ======
14
Item 1. Business (continued)
- - -----------------------------
Loan Portfolio (continued)
- - --------------------------
December 31,
---------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Percentage of non-performing
assets to loans outstanding 1.5% 1.3% 1.3% 1.1% 1.6%
Past Due 90 Days or More:
Personal $1,379 $1,538 $ 863 $ 944 $ 857
Commercial 934 1,294 916 923 754
Real Estate 515 1,273 1,255 680 1,131
------ ------ ------ ------ ------
$2,828 $4,105 $3,034 $2,547 $2,742
====== ====== ====== ====== ======
(1) Includes loans internally classified as doubtful and substandard (as
defined by banking regulations) that meet the definition of impaired loans.
At December 31, 1997, nonperforming loans, which included all impaired
loans, totaled $11,196,000, an increase of $911,000 over 1996. The increase
was primarily attributable to an increase in nonaccrual commercial and
commercial real estate loans. At December 31, 1996 nonperforming loans totaled
$10,285,000, an increase of $2,994,000 over 1995. The increase was primarily
attributable to a commercial loan which was classified as substandard under
the definition of an impaired loan. At December 31, 1995, nonaccrual loans
decreased $3,054,000 to $5,199,000, primarily due to the reclassification of
a commercial real estate loan to other real estate owned. The action was
taken on November 1, 1995 by an affiliate through a transfer by deed in-lieu
of foreclosed commercial property. Contributing to the increase in
renegotiated loans during 1995 were certain performing loans classified as
impaired, in accordance with FAS No. 114. The 1994 decline in nonaccrual
loans was the result of a commercial real estate loan which was taken off of
nonaccrual status. Nonaccrual loans are generally secured by collateral
believed to have adequate market values to protect the Corporation from
significant losses.
Prior to 1995, loans totaling $3,666,000 which were classified as
in-substance forcelosures and included in other assets were reclassified to
loans in accordance with FAS No. 114. Management continues to monitor
nonperforming assets to ensure against deterioration in collateral values.
15
Item 1. Business (continued)
- - ----------------------------
Summary of Loan Loss Experience
- - -------------------------------
The historical relationship between average loans, loan losses and
recoveries and the provision for loan losses is presented in the following
table (in thousands):
For the years ended December 31,
------------------------------------------
1997 1996 1995 1994 1993
---- ---- ---- ---- ----
Beginning balance -
Allowance for loan losses $15,528 $13,439 $12,960 $12,483 $11,308
Allowance for loan losses of
purchased bank 269 707 --- --- ---
Loans charged off:
Commercial 950 639 1,263 4,521 1,229
Real Estate-Mortgage 254 222 220 524 183
Personal 4,288 2,613 1,619 1,003 1,274
------ ------ ------ ------ ------
Total loans charged off 5,492 3,474 3,102 6,048 2,686
------ ------ ------ ------ ------
Recovery of loans previously
charged off:
Commercial $ 212 $ 76 $ 377 $ 171 $ 184
Real Estate - Mortgage 42 67 97 25 36
Personal 658 377 319 256 394
------- ------- ------- ------- -------
Total recoveries 912 520 793 452 614
------- ------- ------- ------- -------
Net loans charged off 4,580 2,954 2,309 5,596 2,072
------- ------- ------- ------- -------
Provision for loan losses 4,314 4,336 2,788 6,073 3,247
Ending balance - ------- ------- ------- ------- -------
Allowance for loan losses $15,531 $15,528 $13,439 $12,960 $12,483
======= ======= ======= ======= =======
Ratio of net loans charged off to
average loans outstanding for
the period .44% .32% .27% .79% .28%
======== ======= ======= ======= =======
Ratio of the allowance for loan
losses to loans outstanding at
the end of the period 1.50% 1.51% 1.50% 1.61% 1.62%
======== ======= ======= ======= =======
The provision for loan losses is based on periodic management evaluation
of the loan portfolio as well as prevailing and anticipated economic
conditions, net loans charged off, past loan experience, current delinquency
factors, changes in the character of the loan portfolio, specific problem
loans and other factors. During 1997 and 1996, WesBanco experienced an
increase in personal loan charge offs. These increases reflect a rise in
personal bankruptcies consistent with national trends.
16
Item 1. Business (continued)
- - ----------------------------
Allocation of the Allowance for Loan Losses
- - -------------------------------------------
The following represents the allocation of the allowance for loan losses
(dollars in thousands):
December 31,
------------------------------------------------------------------------------
1997 1996 1995 1994 1993
------------- ------------- -------------- -------------- --------------
% of % of % of % of % of
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
Specific Allowance:
Commercial and
Unallocated $ 8,404 20% $ 9,557 17% $10,480 20% $10,536 21% $10,468 22%
Real Estate-Construction -- 3 -- 2 17 2 16 3 16 3
Real Estate-Mortgage 2,256 50 2,124 50 1,232 47 871 46 750 45
Personal 4,871 27 3,847 31 1,710 31 1,537 30 1,249 30
------- ---- ------- ---- ------- ---- ------- ---- ------- ----
Total $15,531 100% $15,528 100% $13,439 100% $12,960 100% $12,483 100%
======= ==== ======= ==== ======= ==== ======= ==== ======= ====
WesBanco has allocated the allowance for loan losses to specific
portfolio segments based upon historical net charge-off experience, changes
in the level of non-performing loans, average portfolio growth, local
economic conditions and management experience. During 1997, personal loans
as a percentage of total loans decreased as a result of a decline in
direct auto loan originations, while the increase in specific personal loan
allocations of the allowance reflects an expected continued rise in
personal bankruptcies. During 1996, the specific allowance for personal
loans increased due primarily to an increase in outstanding balance and an
increase in personal bankruptcies. Management deems the allowance for
loan losses at December 31, 1997 to be adequate.
Loan Risk Elements
- - ------------------
The Corporation has historically maintained an allowance for loans
losses which is greater than actual charge-offs.
Management maintains loan quality through monthly reviews of past due
loans, and a quarterly review of significant loans which are considered by
affiliate bank personnel to be potential problem loans. Periodic review of
significant loans are completed by personnel independent of the loan function.
There are no significant loans made to customers outside the general
market area of each affiliate bank. At times, in order to maintain loan
volumes, loans are purchased from correspondent banks. These loans aggregate
less than $4,500,000 as of December 31, 1997. Each bank within the
Corporation follows its usual loan analysis procedures before a determination
is made to purchase loans from correspondent banks.
Management's review of the loan portfolio has not indicated any material
amount of loans, not disclosed in the accompanying tables and discussions
which are known to have possible credit problems which cause management to
have serious doubts as to the ability of each borrower to comply with their
present loan repayment terms.
There were no loan concentrations in excess of 10% of total consolidated
loans.
17
Item 1. Business (continued)
- - -----------------------------
Certificates of Deposit
- - -----------------------
Maturities of certificates of deposit in denominations of $100,000 or
more is as follows: (in thousands)
December 31,
------------------------
1997 1996
Maturity ---- ----
Under three months $25,325 $18,506
Three to six months 14,593 14,264
Six to twelve months 19,372 28,762
Over twelve months 44,322 30,804
-------- --------
Total $103,612 $92,336
======== ========
Interest expense on certificates of deposit of $100,000 or more was
approximately $5,901,000 in 1997, $4,658,000 in 1996, and $4,042,000 in 1995.
Short-Term Borrowings
- - ---------------------
Securities sold under agreement to repurchase have maturities which range
between one day and one year. The following table presents short-term
liabilities (dollars in thousands):
For the years ended December 31,
--------------------------------
1997 1996 1995
---- ---- ----
Securities sold under agreement
to repurchase:
Outstanding at year end $90,528 $72,587 $70,091
Average daily outstanding 77,304 69,975 54,791
Maximum outstanding at any month end 90,528 86,854 70,091
Average interest rate:
During year 5.00% 4.81% 5.17%
At year end 5.62 5.48 5.45
Return on Equity and Assets
- - ---------------------------
The following financial ratios are presented:
For the years ended December 31,
--------------------------------
1997 1996 1995
---- ---- ----
Net income to:
Average total assets 1.30% 1.34% 1.33%
Average shareholders' equity 9.38 10.02 10.15
Average shareholders' equity and
redeemable preferred stock 9.38 10.02 10.07
Dividend payout percentage (cash dividends,
including those of pooled banks, divided
by net income) 56.00 49.76 44.19
Equity to assets (average equity
divided by average assets) 13.85 13.33 13.09
Equity and redeemable preferred stock
to assets (average equity and redeemable
preferred stock dividend by average assets) 13.85 13.33 13.20
18
Item 2. Properties
- - -------------------
The Registrant's affiliates generally own their respective offices,
related facilities and unimproved real property which is held for future
expansion. With certain branch office exceptions, all of the respective
West Virginia offices are located in downtown Wheeling, Follansbee, Wellsburg,
Weirton, New Martinsville, Sistersville, Elizabeth, Charleston, South
Charleston, Dunbar, Sissonville, Parkersburg, Kingwood, Fairmont, Morgantown,
Shinnston, Bridgeport and Masontown. The Ohio bank offices are located in
Barnesville, Bethesda, St. Clairsville, Woodsfield and Beallsville. During
the fourth quarter of 1997, WesBanco acquired property in Charleston, West
Virginia, where a new office will be constructed to facilitate WesBanco's
expansion in the downtown area. Consolidated investment in net bank premises
and equipment at December 31, 1997 was $34,436,000.
The main office of the Registrant is located at 1 Bank Plaza, Wheeling,
West Virginia, in a building owned by WesBanco Wheeling. The building
contains approximately 100,000 square feet.
At various building locations, WesBanco rents and will continue to look
for opportunities to rent office space to unrelated businesses. Rental
income generated during 1997 was not considered material.
Item 3. Legal Proceedings
- - --------------------------
WesBanco, Inc. and its affiliates are involved in various legal
proceedings presently pending which are incidental to the business of banking
in which they are engaged. These proceedings are pending in various
jurisdictions in which WesBanco, Inc. and its subsidiaries are engaged in
business. Based on the information which has been developed in such
proceedings as of the date hereof, and available to the Corporation,
management does not believe that any of such proceedings involve claims for
damages which expose it to a material liability on a consolidated basis.
The case previously reported in the 1995 Form 10-K, Tankovits v. Glessner,
et al., Civil Action No. 96-C-59(W) is still pending. Additional development
of the facts in the case has failed to disclose any significant actionable
conduct on the part of the Corporation's subsidiary bank. Plaintiff has
initiated some discovery in the case and motions to dismiss the case have
been filed by all defendants in the proceeding. While the development of
the Plaintiff's case is incomplete, and subject to that Contingency, counsel
has advised the Corporation that the factual allegations contained in the
Complaint do not appear to provide a basis for recovery by the Plaintiff.
19
PART II
Item 5. Market for the Registrant's Common Equity and Related
- - -------------------------------------------------------------
Shareholder Matters
-------------------
(a) Approximate Number of Security Holders
-------------------------------------------
Set forth below is the approximate number of holders of record of the
Registrant's equity securities as of February 27, 1998.
Title of Class Number
-------------- ------
Common Stock ($2.0833 Par Value) 4,283
The number of holders listed above does not include WesBanco, Inc.
employees who have had stock allocated to them through the Corporation's KSOP.
All WesBanco employees who meet the eligibility requirements of the KSOP are
included in the Plan.
PART III
Item 10. Executive Directors of the Corporation
- - ------------------------------------------------
Name Age Position
- - ---- --- ---------
James C. Gardill 51 Chairman of the Board
Robert H. Martin 64 Vice Chairman
Edward M. George 61 President and Chief Executive Officer
Paul M. Limbert 50 Executive Vice President
and Chief Financial Officer
Dennis P. Yaeger 47 Executive Vice President and
Chief Operating Officer
Peter W. Jaworski 42 Senior Vice President-Credit Administration
John W. Moore, Jr. 49 Senior Vice President-Human Resources
Jerome B. Schmitt 48 Senior Vice President-Investments
Edward G. Sloane 59 Vice President-Management Information
Systems
Mr. Jaworski was appointed Senior Vice President-Credit Administration of
the Corporation on January 1, 1998. Prior to that time, Mr. Jaworski was Vice
President Credit Risk Management of WesBanco Bank Wheeling since July 1997.
From June 1995 to July 1997, he was Senior Loan Review Officer. Mr. Jaworski
joined WesBanco after serving as Senior Vice President and Senior Credit
Officer of Bank One.
Mr. Martin was appointed Vice Chairman of the Corporation on February 28,
1994. Prior to that time, Mr. Martin was Chairman of the Board of First
Fidelity Bancorp, Inc. since 1986.
Each of the remaining officers listed above have been an Executive
Officer of the Corporation or one of its subsidiaries during the past five
years.
20
PART IV
Item 14. Exhibits, financial statement schedules and reports on Form 8-K
- - -------------------------------------------------------------------------
(a) Certain documents filed as part of the Form 10-K
----------------------------------------------------- Page(s)
-------
(1) Consolidated Balance Sheet as of December 31, 27
1997 and 1996.
Consolidated Statements of Income for the years 28
ended December 31, 1997, 1996 and 1995.
Consolidated Statements of Changes in Shareholders' 29
Equity for the years ended December 31, 1997,
1996 and 1995.
Consolidated Statement of Cash Flows for the years 30
ended December 31, 1997, 1996 and 1995.
Notes to Consolidated Financial Statements 31-43
Report of Ernst & Young LLP, Independent Auditors 44
(b) Reports on Form 8-K
------------------------
No reports of Form 8K were filed during the quarter ended
December 31, 1997.
21
Item 14. Exhibits, financial statement schedules and reports on Form 8-K
- - -------------------------------------------------------------------------
(continued)
-----------
Exhibit Title Page(s)
- - ------- ----- -------
3.1 Articles of Incorporation of WesBanco, Inc., restated *
as of November 17, 1995 (1)
3.2 Bylaws of WesBanco, Inc. (1) *
4 Specimen Certificate of WesBanco, Inc. Common Stock (2) *
10.1 The Stock Option Agreement By and Between WesBanco, Inc. *
and Commercial Bancshares, Incorporated, dated
September 12, 1997 (7)
10.2 The Restated WesBanco Directors' Deferred Compensation *
Plan Effective December 15, 1994 (1)
10.3 Employment Agreement Between Robert H. Martin, First *
National Bank in Fairmont and WesBanco dated
February 28, 1994 (4)
10.4 Employment Agreement Between Ernest S. Fragale, WesBanco *
Mortgage Company and WesBanco, Inc. dated the 20th Day of
August, 1996 (5)
10.5 Employment Agreement Between Frank R. Kerekes, First *
National Bank in Fairmont and WesBanco, dated February 28,
1994 (4)
10.6 Employment Agreement Effective January 1, 1993, By and *
Between Edward M. George, WesBanco and WesBanco Bank
Wheeling (4)
10.7 Employment Agreement Effective January 1, 1993, By *
and Between Paul M. Limbert, WesBanco and WesBanco Bank
Wheeling (4)
10.8 Employment Agreement Effective January 1, 1993, By and *
Between Dennis P. Yeager, WesBanco and WesBanco Bank
Wheeling (4)
10.9 Employment Agreement Effective January 1, 1993, By and *
Between Jerome B. Schmitt, WesBanco and WesBanco Bank
Wheeling (4)
10.10 Employment Agreement Effective December 2, 1991, By and *
Between Stephen F. Decker, Albright National Bank of
Kingwood, and WesBanco (4)
10.11 Employment Agreement Effective December 2, 1991, By and *
Between Rudy F. Torjak, Albright National Bank of
Kingwood, and WesBanco (4)
10.12 Employment Agreement Effective December 1, 1993, By and *
Between Thomas L. Jones, WesBanco and WesBanco Bank South
Hills (4)
10.13 Employment Agreement Effective December 1, 1993, By and *
Between John W. Moore, Jr., WesBanco and WesBanco Bank
Wheeling (4)
22
Item 14. Exhibits, financial statement schedules and reports on Form 8-K
- - -------------------------------------------------------------------------
(continued)
- - -----------
Exhibit Title Page(s)
- - ------- ----- -------
10.14 Employment Agreement By and Between The National Bank of *
West Virginia, WesBanco, Inc., and C. Barton Loar dated
December 30, 1996 (5)
10.15 Employment Agreement By and Between Brenda H. Robertson, *
WesBanco Bank South Hills and WesBanco and dated as of
June 30, 1997 (6)
11 Computation of Earnings Per Share 25
12 Ratio of Earnings to Combined Fixed Charges and 26
Preferred Stock Dividends
13 1997 Annual Report to Shareholders 27-55
The Consolidated Financial Statements, together
with the report thereon of Ernst & Young LLP dated
February 4, 1998, Management Discussion and Analysis
of the Consolidated Financial Statements included in
the accompanying 1997 Annual Report to Shareholders
are incorporated herein by reference. With the
exception of the aforementioned information, the 1997
Annual Report is not to be deemed filed as part of this
report. Financial statement schedules not included in
this Form 10-K Annual Report have been omitted because
they are not applicable or the required information is
shown in the Financial Statements or notes thereto.
21 Subsidiaries of the Registrant 56
22 Proxy Statement for the Annual Shareholders' meeting *
held April 15, 1998 (3)
23.1 Consent of Ernst & Young LLP 57
23.2 Consent of Price Waterhouse LLP 58
24 Power of Attorney 59-61
27 Financial Data Schedule 64
99.1 Report of Price Waterhouse LLP dated January 25, 62
1996, except as to the pooling-of-interests with
Bank of Weirton which is as of August 30, 1996, on
WesBanco, Inc. Consolidated Financial Statements as
of December 31, 1995 and for the year then ended
December 31, 1995
99.2 Report of Grant Thornton LLP dated October 17, 1996, 63
on Bank of Weirton Financial Statements as of
December 31, 1995 and for the year then ended
December 31, 1995, not presented separately herein.
23
Item 14. Exhibits, financial statement schedules and reports on Form 8-K
- - -------------------------------------------------------------------------
(continued)
- - -----------
* Indicates document incorporated by reference.
(1) This exhibit is being incorporated by reference with respect to a
prior Registration Statement filed by the Registrant on Form S-4
under Registration No. 333-3905 which was filed with the Securities
and Exchange Commission on June 20, 1996.
(2) This exhibit is being incorporated by reference with respect to a
prior Registration Statement filed by the Registrant on Form S-4
under Registration No. 33-42157 which was filed with the Securities
and Exchange Commission on August 9, 1991.
(3) This exhibit is being incorporated by reference with respect to a
Schedule 14A, Definitive Proxy Statement, which was filed by the
Registrant with the Securities and Exchange Commission on March 13,
1998.
(4) This exhibit is being incorporated by reference with respect to a
prior Registration Statement filed by the Registrant on Form S-4
under Registration No. 33-72228 which was filed with the Securities
and Exchange Commission on November 30, 1993.
(5) This exhibit is being incorporated by reference with respect to a
prior Registration Statement filed by the Registrant on Form S-4
under Registration No. 333-11461 which was filed with the Securities
and Exchange Commission on November 6, 1996.
(6) This exhibit is being incorporated by reference with respect to a
prior Registration Statement filed by the Registrant on Form S-4
under Registration No. 333-24171 which was filed with the Securities
and Exchange Commission on April 25, 1997.
(7) Incorporated by reference to a schedule 13D filed by WesBanco with
the Securities and Exchange Commission on September 22, 1997.
24
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, on March 13, 1998.
WESBANCO, INC.
By: /s/ Edward M. George
__________________________
Edward M. George
President and Chief
Executive Officer
By: /s/ Paul M. Limbert
__________________________
Paul M. Limbert
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated, on March 13, 1998.
By: /s/ James C. Gardill
__________________________
James C. Gardill
Chairman of the Board
The Directors of WesBanco (listed below) executed a power of attorney
appointing James C. Gardill their attorney-in-fact, empowering him to sign
this report on their behalf.
James E. Altmeyer
Earl C. Atkins
Ray A. Byrd
R. Peterson Chalfant
Christopher V. Criss
James D. Entress
Ernest S. Fragale
James C. Gardill
Edward M. George
By: /s/James C. Gardill
John W. Kepner ___________________________
Frank R. Kerekes James C. Gardill
Robert H. Martin Attorney-in-fact
Eric Nelson
Melvin C. Snyder, Jr.
Joan C. Stamp
Carter W. Strauss
Reed J. Tanner
J. Christopher Thomas
John A. Welty
William E. Witschey