Back to GetFilings.com
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, 1999
-------------------------------------------
_____ 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
Dealers, Inc.
Nonredeemable Preferred Stock 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
29, 2000 was approximately $371,981,352.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of February 29, 2000, there were 19,664,338 shares of WesBanco, Inc.
Common stock $2.0833 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of WesBanco's 1999 Annual Report ("Annual Report to Shareholders")
are incorporated by reference into Parts I and II and portions of the
definitive Proxy Statement of WesBanco, Inc. for the annual meeting of
shareholders to be held on April 19, 2000 ("Proxy Statement") are
incorporated by reference into Part III of this Form 10-K.
2
WESBANCO, INC.
TABLE OF CONTENTS
SEQUENTIAL
ITEM # ITEM PAGE NO.
- ------ ---- -------
Part I
------
1 Business 3
2 Properties 6
3 Legal proceedings 6
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 6
6 Selected financial data 7
7 Management's discussion and analysis of financial
condition and results of operations 7
8 Financial statements and supplementary data 7
9 Changes in and disagreements with accountants on
accounting and financial disclosure N/A
Part III
--------
10 Directors and Executive Officers of the registrant 7
11 Executive compensation 7
12 Security ownership of certain beneficial owners and
management 7
13 Certain relationships and related transactions 7
Part IV
-------
14 Exhibits, financial statement schedules and reports
on Form 8-K 8
Signatures 9
EXHIBIT INDEX 10
3
PART I
------
Item 1. Business
- -----------------
General
- -------
WesBanco, a bank holding company headquartered in Wheeling, WV, offers
a full range of financial services including retail banking, corporate
banking, personal and corporate trust services, brokerage, mortgage banking
and insurance. Its subsidiary banking organization operates automated teller
machines primarily under the name of MAC.
The Corporation's primary business function is the operation of a
commercial bank through 62 offices located in West Virginia and Eastern Ohio.
WesBanco restructured its banking and mortgage operations on January 14, 2000,
merging all of its banking subsidiaries and its mortgage subsidiary into one
state member banking corporation, WesBanco Bank, Inc., headquartered in
Wheeling with regional administrative offices in Fairmont, Parkersburg and
Charleston. The corporation previously maintained four separate banking
subsidiaries. Total assets of WesBanco Bank, Inc. as of December 31, 1999
approximated $2.2 billion.
During 1999, WesBanco also consolidated its individual bank trust
operations into a single operating division of its unit banking corporation
under the name "WesBanco Trust and Investment Services". The trust department
is one of the largest trust operations in West Virginia. As of December 31,
1999, the market value of trust assets was approximately $3.1 billion.
WesBanco also offers services through its non-banking affiliates.
WesBanco Insurance Services, Inc., which recently changed its name from
Hunter Agency, Inc., is a multi-line insurance agency specializing in
property, casualty and life insurance for personal and commercial clients.
WesBanco Securities, Inc. is a full service broker-dealer which also offers
discount brokerage services.
WesBanco also serves as investment adviser to a family of mutual funds
under the name "WesMark Funds" which include the WesMark Growth Fund, the
WesMark Balanced Fund, the WesMark Bond Fund, and the WesMark West Virginia
Municipal Bond Fund.
On April 30, 1999, WesBanco completed the acquisition of The Heritage
Bank of Harrison County, a unit bank located in Clarksburg, West Virginia.
Heritage Bank had total assets of approximately $33.3 million at the time of
its acquisition. This acquisition provided WesBanco with an important
downtown Clarksburg location to compliment its existing branch network in
North Central West Virginia.
Competition
- -----------
Each affiliate faces strong competition for local business in its
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. WesBanco's banking subsidiary encounters 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 and loans. 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 subsidiary has deposits insured by the Bank Insurance
Fund ("BIF") of the Federal Deposit Insurance Corporation (the "FDIC"), and
is subject to supervision, examination and regulation by state banking
authorities and the Federal Reserve Board. In addition to the impact of
federal and state supervision and regulation, the banking subsidiary of
WesBanco is 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 subsidiary is subject to affiliate
transaction restrictions under federal law which limit the transfer of funds
by the subsidiary bank to its 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.
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
4
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 principle 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.
The Gramm-Leach-Bliley Act of 1999 ("GLB Act") was signed by the
President and enacted into law on November 12, 1999. The GLB Act removes the
Glass-Steagall Act restrictions on affiliation between banks and securities
firms and it authorizes financial holding companies that own a bank to engage
in a full range of insurance activities. The result is that qualifying bank
holding companies may opt to become financial holding companies and thus to
hold subsidiaries that engage in banking, securities underwriting and dealing,
and insurance agency and underwriting. They may also engage in financial
activities listed in the GLB Act, including merchant banking or venture
capital activities, the distribution of mutual funds and securities lending.
Bank holding companies ("BHCs") now have the option under the GLB Act to
continue to operate as BHCs or, if they qualify, to act as Financial Holding
Companies ("FHCs"). It is important to note in this regard that both BHCs
and FHCs and their non-bank operating subsidiaries are subject to the full
panoply of affiliate transaction rules under Sections 23A and B of the
Federal Reserve Act. As a consequence, all transactions between affiliated
depository institutions and these entities will be restricted under the
provisions of those laws.
Under new Section 4(k), certain activities are listed as being "financial
in nature" including "underwriting, dealing in, or making a market in
securities," and "merchant banking." In addition, national banks and state
banks (if the state bank chartering authority permits) may engage in certain
"financial in nature" activities through financial services subsidiaries.
Activities prohibited to financial services subsidiaries include merchant
banking but not securities underwriting and dealing.
To engage in these new activities, all depository institutions of a
financial holding company must be well capitalized, well managed and have no
less than a satisfactory CRA rating. Assuming these conditions are met, a
financial holding company need only provide written notice to the Board
within 30 calendar days after commencing the financial in nature activity or
acquiring the firm engaging in that activity. If the activity is to be
undertaken through a financial subsidiary of a depository institution,
then that institution must meet essentially the same requirements.
WesBanco will be evaluating its option to elect to qualify as a financial
holding company under the GLB Act. In the interim, it will designate WesBanco
Insurance Services, Inc., a subsidiary of its banking corporation, as a
financial subsidiary under the GLB Act.
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.
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 1.20% during 1999. No assessment was paid to the BIF for 1999.
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.
5
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%.
At December 31, 1999, 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 hearing) 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.
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
6
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, at December 31, 1999, has been advised of
any specific minimum leverage ratio applicable to it.
As of December 31, 1999, all of WesBanco's banking subsidiaries had
capital in excess of all applicable requirements. Additional information
relating to risk-based capital calculations is set forth under the heading
"Note 14 Regulatory Matters" of the Annual Report to Shareholders and is
incorporated herein by reference.
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 Wheeling, McMechen, Moundsville,
Follansbee, Wellsburg, Weirton, New Martinsville, Paden City, Sistersville,
Elizabeth, Charleston, South Charleston, Dunbar, Sissonville, Parkersburg,
Ravenswood, Ripley, Pennsboro, Ellenboro, Harrisville, Cairo, Kingwood,
Fairmont, Morgantown, Shinnston, Bridgeport, Masontown and Clarksburg. The
Ohio bank offices are located in Marietta, Barlow, Devola, Barnesville,
Bethesda, St. Clairsville, Woodsfield and Beallsville. During 1999, WesBanco
constructed and is currently operating branch offices located in Charleston
and Moundsville, West Virginia. Through the acquisition of Heritiage Bank of
Harrison County during 1999, WesBanco operates a branch office located in
Clarksburg. Consolidated investment in net bank premises and equipment at
December 31, 1999 was $56.2 million compared to $48.0 million last year.
The main office of the Registrant is located at 1 Bank Plaza, Wheeling,
West Virginia, in a building owned by WesBanco Bank, Inc. The building
contains approximately 100,000 square feet. During 1998, an office building
located adjacent to the main office was acquired by WesBanco Properties, an
affiliate of WesBanco. WesBanco Bank, Inc. currently occupies approximately
one half of the office space available, with the remaining portion leased to
unrelated businesses. At various building locations, WesBanco provides
commercial office space and will continue to look for opportunities to rent
office space to unrelated businesses. Rental income totaled $0.81 million for
1999 compared to $0.55 million for 1998.
Item 3. Legal Proceedings
- --------------------------
Reference has been made in prior filings to the case styled Tankovits v.
Glessner, et al., Civil Action No. 96-C-59(W), presently pending in the
Circuit Court of Ohio County, West Virginia. This is a suit by a trust
beneficiary against Wesbanco Bank, Inc., the Plaintiff's uncle, the
Plaintiff's mother and certain family owned corporations, and arises out of
the administration of the estate of the Plaintiff's grandfather. The Bank has
settled this claim and the Court has approved the settlement agreement. The
Bank is no longer involved in the proceeding. The settlement has no material
impact on WesBanco.
Wesbanco Bank, Inc. is also a Defendant in a case styled Travelers v.
Wesbanco Bank Wheeling and Coopers & Lybrand, under Civil Action No. 98-C-225,
presently pending in the Circuit Court of Ohio County, West Virginia. In
this action, Travelers, as subrogee of Wheeling-Nisshin, seeks to recover
certain losses incurred by it over the embezzlement of funds by a former
financial officer of Wheeling-Nisshin. The losses were generated through
forged checks. Travelers has sued the Bank alleging a violation of the
properly payable rule of the Uniform Commercial Code, even though the
officer involved was a designated financial officer of Wheeling-Nisshin,
reconciled checking accounts and had access to facsimile signatures used by
Wheeling-Nisshin. The bank believes that it has a substantial defense to the
claims of Travelers and is vigorously defending the case. The claimed losses
are equivalent to the amount of the loss incurred by Travelers, $750,000.00,
plus interest. The bank has filed a Motion to Dismiss the case which is
pending hearing before the Court.
A Declaratory Judgment suit was filed on behalf of Wesbanco Bank, in the
United States District Court for the Southern District of West Virginia, under
Civil Action No. 6:98-097, seeking to determine the benefits payable to
certain former employees under an executive supplemental income plan
maintained by several former affiliate banks of Commercial BancShares,
Incorporated acquired by Wesbanco on March 31, 1998. The Complaint seeks a
determination of the rights of the participants under this supplemental
benefit plan. The Bank believes that it has correctly interpreted and
applied the benefit plan in accordance with the terms of the plan and has
relied upon the recommendations of its third party administrator in making
such determinations. Certain named former employees who are participants in
the plan have filed a counterclaim asserting a different interpretation of
the plan. Discovery is now complete and it is anticipated that the case will
be submitted to the Court on Summary Judgement Motions.
PART II
Item 5.
- -------
Market for the Registrant's Common Equity and Related Shareholder Matters
- -------------------------------------------------------------------------
WesBanco's common stock is quoted on The Nasdaq Stock Market (Nasdaq),
with a trading symbol of WSBC. The approximate number of holders of
WesBanco's $2.0833 par value common stock as of December 31, 1999 was 5,739.
The number of holders does not include WesBanco 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.
7
Quarterly price information, reflecting high and low sales prices as reported
by Nasdaq and quarterly dividends per share for 1999 and 1998 are as
presented below:
1999 1998
--------------------------- -------------------------
Dividend Dividend
High Low Declared High Low Declared
----------------------------------------------------------
4th quarter $28.63 $21.50 $.22 $30.00 $25.38 $.21
3rd quarter 30.00 25.50 .22 28.25 22.00 .21
2nd quarter 30.25 27.50 .22 30.94 23.88 .21
1st quarter 31.25 26.50 .22 31.13 27.00 .21
- ----------------------------------------------------------------------------
Item 6. Selected Financial Data
- -------------------------------
Selected financial data is set forth under the heading "Table 1. Five
Year Selected Financial Summary" of the Annual Report to Shareholders and
is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and
- -----------------------------------------------------------------------
Results of Operations
---------------------
Discussion of the Corporation's financial position and results of
operations is set forth under the section "Management's Discussion and
Analysis of the Consolidated Financial Statements" of the Annual Report to
Shareholders and is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
- ---------------------------------------------------
The "Consolidated Financial Statements,""Notes to Consolidated Financial
Statements," "Report of Ernst & Young LLP, Independent Auditors" and
"Condensed Quarterly Statement of Income" of the Annual Report to Shareholders
are incorporated herein by reference.
PART III
Item 10. Directors and Executive Officers of the Registrant
- ------------------------------------------------------------
Information relating to the principal occupations of directors of the
Corporation, their ages, directorships in other companies and respective
terms of office is set forth under the heading "Election of Directors" and
"Continuing Directors" in the Proxy Statement and is incorporated herein by
reference. Information relating to executive officers of the Corporation is
set forth under the heading "Executive Officers of the Corporation" in the
Proxy Statement and is incorporated herein by reference.
Item 11. Executive Compensation
- --------------------------------
Information relating to compensation of directors and executive officers
is set forth under the heading "Compensation of Executive Officers" in the
Proxy Statement and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- ------------------------------------------------------------------------
Information relating to the beneficial ownership of the Corporation's
common stock by all directors, each executive officer named in the "Summary
Compensation Table" of the Proxy and all executive officers and directors as
a group is set forth under the heading "Ownership of Securities by Directors,
Nominees and Officers" of the Proxy and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Information relating to transactions and relationships with certain
directors and executive officers of the Corporation is set forth under the
heading "Transactions with Directors and Officers" of the Proxy Statement and
is incorporated herein by reference. Additional information concerning
related party transactions is set forth, under Note 13 of the Consolidated
Financial Statements of the Annual Report to Shareholders and is incorporated
herein by reference.
8
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
-----------------------------------------------------
Sequential
(1) Financial Statements Page No.
---------------------------------------------------------------------------
The following consolidated financial statements and report of
independent auditors of WesBanco of the Annual Report to
Shareholders are incorporated herein by reference:
Consolidated Balance Sheets as of December 31,
1999 and 1998. 26
Consolidated Statements of Income for the years
ended December 31, 1999, 1998 and 1997. 27
Consolidated Statements of Changes in Shareholders'
Equity for the years ended December 31, 1999,
1998 and 1997. 28
Consolidated Statements of Cash Flows for the years
ended December 31, 1999, 1998 and 1997. 29
Notes to Consolidated Financial Statements 30
Report of Ernst & Young LLP, Independent Auditors 42
Condensed Quarterly Statement of Income 43
(2) Financial Statement Schedules
---------------------------------
No financial statement schedules are being filed since the required
information is inapplicable or the information is presented in the
Consolidated Financial Statements or related Notes.
(3) Exhibit Listing
--------------------
Exhibits listed on the Exhibit Index on page 10 of this Form 10-K
are filed herewith or are incorporated herein by reference.
(b) Reports on Form 8-K
- ------------------------
On March 13, 2000, WesBanco filed a current report on Form 8-K announcing
the resignation of Mr. Frank Abruzzino from the Board of Directors of
WesBanco, Inc. No Form 8-K reports were filed during the quarter ended
December 31, 1999.
9
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 29, 2000.
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 29, 2000.
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.
By: /s/ James C. Gardill
---------------------------------------
James C. Gardill
Attorney-in-fact
James E. Altmeyer Larry G. Johnson
Earl C. Atkins John W. Kepner
James G. Bradley Frank R. Kerekes
Ray A. Byrd Robert H. Martin
John H. Cheffy William E. Mildren, Jr.
Christopher V. Criss Eric Nelson
Stephen F. Decker Joan C. Stamp
James D. Entress Carter W. Strauss
Ernest S. Fragale James W. Swearingen
James C. Gardill Reed J. Tanner
Edward M. George Robert K. Tebay
Thomas J. Hansberry William E. Witschey
Roland L. Hobbs
10
EXHIBIT INDEX
Exhibit Sequential
Number Document Page No.
- ------- -------- -----------
3.1 Articles of Incorporation of WesBanco, Inc. (1)
3.2 Articles of Amendment to the Articles of Incorporation
of WesBanco , Inc. (6)
3.3 Bylaws of WesBanco, Inc. (1)
4.1 Specimen Certificate of WesBanco, Inc. Common Stock (2)
10.1 Directors' Deferred Compensation Plan (1)
10.2 Key Executive Incentive Bonus and Option Plan. (4)
10.3 Employment Agreements. (3), (5)
10.4 Employment Continuity Agreement. (7)
10.5 First Amendment to Employment Continuity Agreement.* 11
10.6 Change in Control Agreements. (8)
10.7 Salary Continuation Agreement.* 12
10.8 Executive Supplemental Income Agreement. * (Three(3)
versions of the Agreement were executed - (A),(B)
and (C). WesBanco has filed herewith Version (A)
for an executive officer listed in the compensation
table of the Proxy Statement). 17
11 Computation of Earnings Per Share. * 24
12 Ratio of Earnings to Combined Fixed Charges and
Preferred Stock Dividends. * 25
13 Annual Report to Shareholders. * 26
21 Subsidiaries of the Registrant. * 58
22 Proxy Statement for the Annual Shareholders' Meeting
to be held April 19, 2000. (9)
23.1 Consent of Ernst & Young LLP. * 59
23.2 Consent of Harman, Thompson, Mallory & Ice, A.C. * 60
24 Power of Attorney. * 61
27 Financial Data Schedule. * 64
99.1 Report of Harman, Thompson, Mallory & Ice, A.C.,
dated March 6, 1998. * 63
* Filed herewith
Notes to Exhibit Listing:
- -------------------------
(1) Incorporated by reference to a prior Registration Statement on Form S-4
under Registration No. 333-3905 filed by the Registrant with the Securities
and Exchange Commission on June 20, 1996.
(2) Incorporated by reference to a prior Registration Statement on Form S-4
under Registration No. 33-42157 filed by the Registrant with the Securities
and Exchange Commission on August 9, 1991.
(3) Incorporated by reference to a prior Registration Statement on Form S-4
under Registration No. 33-72228 filed by the Registrant with the Securities
and Exchange Commission on November 30,1993.
(4) Incorporated by reference to Schedule 14A Definitive Proxy Statement
(Appendix A) filed by the Registrant with the Securities and Exchange
Commission on March 13, 1998.
(5) Incorporated by reference to Form 8-K filed by the Registrant with the
Securities and Exchange Commission on April 15, 1998.
(6) Incorporated by reference to Form 10-Q filed by the Registrant with the
Securities and Exchange Commission on May 15, 1998.
(7) Incorporated by reference to Form 10-K filed by the Registrant with the
Securities and Exchange Commission on March 11, 1999.
(8) Incorporated by reference to Form 10-Q filed by the Registrant with the
Securities and Exchange Commission on November 15, 1999.
(9) Incorporated by reference to Schedule 14A Definitive Proxy Statement
filed by the Registrant with the Securities and Exchange Commission on
March 15, 2000.