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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
For the Fiscal Year Ended December 31, 2000
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-8467
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WESBANCO, INC.
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(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
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 304-234-9000
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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 Nasdaq
Nonredeemable Preferred Stock None
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period 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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. ______
The aggregate market value of voting stock computed using the average of the
bid and ask prices held by non-affiliates of the Registrant on February 28,
2001 was approximately $317,344,786.
As of February 28, 2001, there were 18,439,608 shares of WesBanco, Inc.
Common stock $2.0833 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The portions of WesBanco Inc.'s 2000 Annual Report ("Annual Report to
Shareholders") for the year ended December 31, 2000 referred to in
Parts I, II and IV of this Form 10-K are incorporated by reference
herein. The portions of the definitive Proxy Statement of WesBanco,
Inc. for the Annual Meeting of Shareholders to be held on April 18,
2001 ("Proxy Statement") referred to in Part III of this Form 10-K. are
incorporated by reference. Except for parts of the WesBanco
Inc.'s 2000 Annual Report expressly incorporated herein by reference,
the Annual Report to Shareholders is not to be deemed filed with the
Securities Exchange Commission.
WESBANCO, INC.
TABLE OF CONTENTS
ITEM # ITEM Page No.
------ ---- --------
Part I
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1 Business 3
2 Properties 6
3 Legal proceedings 6
4 Submission of matters to a vote of security holders 6
Part II
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5 Market for the registrant's common equity and related
stockholder matters 7
6 Selected financial data 7
7 Management's discussion and analysis of financial
condition and results of operations 7
7A Quantitative and qualitative disclosures about
market risk 7
8 Financial statements and supplementary data
7
9 Changes in and disagreements with accountants on
accounting and financial disclosure 7
Part III
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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
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14 Exhibits, financial statement schedules and reports
on Form 8-K 8
Signatures 9
EXHIBIT INDEX E-1
2
PART I
Item 1. Business
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General
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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.
The Corporation's primary business function is the operation of a
commercial bank through 60 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, 2000 approximated $2.3 billion.
WesBanco also offers services through its non-banking affiliates.
WesBanco Insurance Services, 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.
As of December 31, 2000, none of the affiliates were engaged in any
operations in foreign countries and none had transactions with
customers in foreign countries.
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, the WesMark
West Virginia Municipal Bond Fund and the new WesMark Small Company
Growth Fund that was introduced in the third quarter of 2000.
There are approximately 1,027 full time equivalent employees
employed by all WesBanco affiliates as of December 31, 2000.
On December 29, 2000, WesBanco, Inc. and Freedom Bancshares, Inc.
("Freedom") jointly announced that they have entered into a definitive
Agreement and Plan of Merger providing for the acquisition of Freedom
and the merger of Freedom's affiliate Belington Bank, Belington, West
Virginia, with and into WesBanco affiliate, WesBanco Bank, Inc. The
transaction will be accounted for using the purchase method of
accounting. Freedom's affiliate, Belington Bank operates five banking
offices in central West Virginia in the communities of Belington,
Philippi, Bridgeport, Buckhannon and Elkins. At December 31, 2000,
Freedom had total assets of $100.5 million, deposits of $91.9 million
and shareholders' equity of $8.0 million. The transaction is expected
to be completed by mid-year 2001.
On February 22, 2001, WesBanco, Inc. and American Bancorporation
("American") entered into a definitive Agreement and Plan of Merger
providing for the merger of American Bancorporation with and into a
wholly-owned subsidiary of WesBanco formed for the purpose and the
merger of American affiliate, Wheeling National Bank, with and into
WesBanco affiliate, WesBanco Bank, Inc. The transaction will be
accounted for using the purchase method of accounting. American
affiliate, Wheeling National Bank, operates 22 banking offices in West
Virginia, Pennsylvania, and Ohio, including an office in Washington,
Pennsylvania, an office in Cambridge, Ohio and four offices in
Columbus, Ohio. At December 31, 2000, American reported total assets
of $705.3 million, deposits of $496.1 million and shareholders' equity
of $40.6 million. The transaction is expected to be completed during
the third quarter of 2001.
Competition
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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
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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 5.0% 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.
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 bank holding companies
that own a bank to engage in a full range of financial 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,
3
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 23B of the Federal Reserve Act. As a
consequence, all transactions between affiliated depository
institutions and these entities are 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'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 10.0% of the institution's capital and surplus and, with
respect to such parent and all such nonbanking subsidiaries, to an
aggregate 20.0% 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 the resources to provide it. Any capital loans
by a holding company to any of its 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.
Liability of Commonly Controlled Institutions
- ---------------------------------------------
Under the Federal Deposit Insurance Act (the "FDI Act"), an insured
depository institution that is under common control with another
insured depository institution is generally liable for any loss
incurred, or reasonably anticipated to be incurred, by the Federal
Deposit Insurance Corporation (the "FDIC") in connection with the
default of such commonly controlled institution, or any assistance
provided by the FDIC to any such commonly controlled institution that
is in danger of default. The term "Default" is defined generally to
mean the appointment of a conservator or receiver and the term "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. The effect of this provision is to
diminish the protection previously available to holding companies
through operation of separate depository institution subsidiaries.
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.
WesBanco's bank subsidiary was subject to the FICO special assessment
at an annual rate of 2.07% during 2000. No assessment was paid to the
BIF for 2000.
4
Regulatory Capital Standards and Related Matters
- ------------------------------------------------
The Federal Reserve Board (the "FRB"), the Comptroller of the
Currency (the "OCC"), and the FDIC have adopted substantially similar
risk-based and leverage capital guidelines for United States banking
organizations. The guidelines establish a systematic, analytical
framework that makes regulatory capital requirements sensitive to
differences in risk profiles among depository institutions, takes off-
balance sheet exposure into account in assessing capital adequacy and
reduces disincentives to holding liquid, low-risk assets. Risk-based
capital ratios are determined by classifying assets and specified off-
balance sheet financial instruments into weighted categories with
higher levels of capital being required for categories perceived as
representing greater risk. FRB policy also provides that banking
organizations generally, and, in particular, those that are
experiencing internal growth or actively making acquisitions, are
expected to maintain capital positions that are substantially above
the minimum supervisory levels, without significant reliance on
intangible assets.
Under the risk-based capital standard, the minimum consolidated
ratio or total capital to risk-adjusted assets (including certain off-
balance sheet items, such as standby letters of credit) required by
the FRB for bank holding companies, such as Wesbanco, is currently
8.0%. At least one-half of the total capital must be composed of
common equity, retained earnings, qualifying noncumulative perpetual
preferred stock, a limited amount of qualifying cumulative perpetual
preferred stock and minority interests in the equity accounts of
consolidated subsidiaries, less certain items such as goodwill and
certain other intangible assets ("Tier 1 capital"). The remainder may
consist of qualifying hybrid capital instruments, perpetual debt,
mandatory convertible debt securities, a limited amount of
subordinated debt, preferred stock that does not qualify as Tier 1
capital and a limited amount of loan and lease loss reserves ("Tier 2
capital"). As of December 31, 2000, WesBanco's Tier 1 and total
capital to risk-adjusted assets ratios were 14.4% and 15.6%,
respectively.
In addition to the risk-based standard, WesBanco is subject to
minimum leverage ratio guidelines. The leverage ratio is defined to
be the ratio of a bank holding company's Tier 1 capital to its total
consolidated quarterly average assets less goodwill and certain other
intangible assets (the "Leverage Ratio"). These guidelines provide
for a minimum Leverage Ratio of 3.0% for bank holding companies that
have the highest supervisory rating. All other bank holding companies
must maintain a minimum Leverage Ratio of at least 4.0% to 5.0%.
Neither WesBanco nor its bank subsidiary has been advised by the
appropriate federal banking regulator of any specific Leverage Ratio
applicable to it. As of December 31, 2000, WesBanco's Leverage Ratio
was 10.5%.
The FRB has established capital requirements for banks under its
jurisdiction that are substantially similar to those imposed by the
FRB on bank holding companies. As of December 31, 2000, WesBanco's
bank subsidiary had capital in excess of such minimum regulatory
capital requirements. Additional information relating to risk-based
capital calculations is set forth under the heading "Note 15
Regulatory Matters" of the Annual Report to Shareholders and is
incorporated herein by reference.
Prompt Corrective Action
- ------------------------
The FDI Act requires the federal bank regulatory agencies to take
"prompt corrective action" in respect of FDIC-insured depository
institutions that do not meet minimum capital requirements. A
depository institution's treatment for purposes of the prompt
corrective action provisions will depend upon how its capital levels
compare to various relevant capital measures and certain other
factors, as established by regulation.
The federal financial institution regulatory agencies have adopted
regulations establishing relevant capital measures and relevant
capital levels. The relevant capital measures are the total capital
ratio, Tier 1 capital ratio and the Leverage Ratio. Under the
regulations, a state member bank will be: (i) "well capitalized" if it
has a total capital ratio of 10.0% or greater, a Tier 1 capital ratio
of 6.0% or greater and a Leverage Ratio of 5.0% or greater and is not
subject to any order or written directive by any such regulatory
authority to meet and maintain a specific capital level for any
capital measure; (ii) "adequately capitalized" if it has a total
capital ratio of 8.0% or greater, a Tier 1 capital ratio of 4.0% or
greater and a Leverage Ratio of 4.0% or greater (3.0% in certain
circumstances) and is not "well capitalized," (iii) "undercapitalized"
if it has a total capital ratio of less than 8.0%, a Tier 1 capital
ratio of less than 4.0% or a Leverage Ratio of less than 4.0% (3.0% in
certain circumstances); (iv) "significantly undercapitalized" if it
has a total capital ratio of less than 6.0%, a Tier 1 capital ratio of
less than 3.0% or a Leverage Ratio of less than 3.0%; and (v)
"critically undercapitalized" if its tangible equity is equal to or
less than 2.0% of average quarterly tangible assets. In addition, a
depository institution's primary federal regulatory agency is
authorized to downgrade the depository institution's capital category
to the next lower category upon a determination that the depository
institution is an unsafe or unsound condition or is engaged in an
unsafe or unsound practice. An unsafe or unsound practice can include
receipt by the institution of a less than satisfactory rating on its
most recent examination with respect to its asset quality, management,
earnings, or liquidity. As of December 31, 2000, WesBanco's
subsidiary bank had capital levels that met "well capitalized"
standards under such regulations.
The banking agencies are permitted to establish, on an institution-
by-institution basis, individualized minimum capital requirements
exceeding the general requirements described above. Failure to meet
the capital guidelines described above could subject an insured bank
to a variety of sanctions, including asset growth restrictions and
termination of deposit insurance by the FDIC.
The FDI Act generally prohibits a depository institution from making
any capital distribution (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 limitations on, among other
things, asset growth; acquisition; branching; new business lines;
acceptance of brokered deposits; and borrowings from the Federal
Reserve System and are required to submit a capital restoration plan.
The federal bank regulatory agencies may not accept a capital 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
5
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 5.0% 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.
Dividend Restrictions
- ---------------------
There are statutory limits on the amount of dividends WesBanco's
depository institution subsidiary can pay to the 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. As of December 31, 2000 and 1999, WesBanco's banking subsidiary,
could not have declared any dividends to be paid to WesBanco without
prior approval from regulatory agencies.
Item 2. Properties
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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, Weirton,
Wellsburg, Follansbee, Benwood, McMechen, Moundsville, New
Martinsville, Steelton, Paden City, Sistersville, Parkersburg, Vienna,
Elizabeth, Pennsboro, Ellenboro, Harrisville, Cairo, Ravenswood,
Ripley, Charleston, South Charleston, Sissonville, South Hills,
Dunbar, Fairmont, Morgantown, Kingwood, Masontown, Bruceton Mills,
Bridgeport, Clarksburg and Shinnston. The Ohio bank offices are
located in St. Clairsville, Barnesville, Beallsville, Bethesda,
Woodsfield, Marietta, Barlow and Devola. Consolidated investment in
net bank premises and equipment at December 31, 2000 was $53.1 million
compared to $56.2 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, Inc., 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 $0.9 million for 2000
compared to $0.8 million for 1999.
Item 3. Legal Proceedings
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WesBanco Bank, Inc. was 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,
sought 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 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
claimed losses were equivalent to the amount of the loss incurred by
Travelers, $750,000.00, plus interest. The Bank filed a Motion to
Dismiss the case which was granted by the Court. A subsequent Motion
to Reconsider was filed by Travelers, and denied by the Court. The
appeal time has now expired and Travelers did not appeal the Court's
decision. The Court's ruling in favor of the Bank is now final.
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 filed a counterclaim asserting a different interpretation
of the plan. Both parties filed Summary Judgment Motions and the
Court granted the Bank's Motion for Summary Judgment on most of the
substantive issues and denied the defendant's Motions. It is believed
this matter will now be resolved based on the interpretation of the
Plan proposed by the Bank.
WesBanco is also involved in other lawsuits, claims, investigations,
and proceedings which arise in the ordinary course of business. There
are no such other matters pending that WesBanco expects to be material
in relation to its business, financial condition or results of
operations.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
None
6
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, 2000 was 5,346. 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.
Quarterly price information, reflecting high and low sales prices as
reported by Nasdaq and quarterly dividends per share for 2000 and 1999
are as presented below:
2000 1999
-------------------------- --------------------------
Dividend Dividend
High Low Declared High Low Declared
-------------------------- --------------------------
4th quarter $24.25 $21.50 $.225 $28.63 $21.50 $.220
3rd quarter 24.63 19.13 .225 30.00 25.50 .220
2nd quarter 24.63 20.00 .225 30.25 27.50 .220
1st quarter 25.00 19.31 .220 31.25 26.50 .220
- -----------------------------------------------------------------------------
Item 6. Selected Financial Data
- -------------------------------
Selected financial data is set forth under the heading "Table 1.
Five Year Selected Financial Summary" on page E-20 of the Annual Report
to Shareholders 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" on pages E-20 and E-34
of the Annual Report to Shareholders is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
Discussion of the Corporation's Quantitative and Qualitative
Disclosures About Market Risk is set forth under the section "Management's
Discussion and Analysis of the Consolidated Financial Statements" on
pages E-30 through E-32 of the Annual Report to Shareholders 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" on pages E-2
through E-19 of the Annual Report to Shareholders are incorporated
herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
- -----------------------------------------------------------------------
Financial Disclosure
- --------------------
None
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 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 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 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 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 by reference. Additional
information concerning related party transactions is set forth under
Note 14 of the Consolidated Financial Statements on page E-15 of the
Annual Report to Shareholders is incorporated herein by reference.
7
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 No.
--------
(1) Financial Statements
-------------------------
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,
2000 and 1999. E-2
Consolidated Statements of Income for the years
ended December 31, 2000, 1999 and 1998. E-3
Consolidated Statements of Changes in Shareholders'
Equity for the years ended December 31, 2000,
1999 and 1998. E-4
Consolidated Statements of Cash Flows for the years
ended December 31, 2000, 1999 and 1998. E-5
Notes to Consolidated Financial Statements E-6 - E-17
Report of Ernst & Young LLP, Independent Auditors E-18
Condensed Quarterly Statement of Income E-19
(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 E-1 of this Form 10-K
are filed herein or are incorporated by reference.
(b) Reports on Form 8-K
- ------------------------
On November 28, 2000, WesBanco, Inc. filed a current report on Form
8-K, dated November 24, 2000 announcing the Memorandum of Intent
preliminary to a definitive Agreement and Plan of Merger providing for
the acquisition of Freeedom Bancshares, Inc. and merger of Freedom's
affiliate Belington Bank, located in Belington, West Virginia, with
and into WesBanco's affiliate, WesBanco Bank, Inc.
On January 8, 2001, WesBanco, Inc. filed a current report on Form
8-K, dated December 29, 2000 announcing the definitive Agreement and
Plan of Merger providing for the acquisition of Freeedom Bancshares,
Inc. and merger of Freedom's affiliate Belington Bank, located in
Belington, West Virginia, with and into WesBanco affiliate, WesBanco
Bank, Inc.
On February 23, 2001, WesBanco, Inc. filed a current report on Form
8-K, dated February 22, 2001 announcing the definitive Agreement and
Plan of Merger providing for the merger of American Bancorporation
with and into a wholly-owned subsidiary of WesBanco to be formed for
the purpose of effecting the merger, and the simultaneous merger of
American's affiliate, Wheeling National Bank, with and into WesBanco's
affiliate, WesBanco Bank, Inc.
On March 22, 2001, WesBanco, Inc. filed a current report on Form
8-K, dated March 21, 2001 announcing the adoption of a new stock
purchase plan, effective immediately, to begin repurchasing up to one
million shares of WesBanco common stock on the open market.
8
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 30, 2001.
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 30, 2001.
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 John W. Kepner
R. Peterson Chalfant Frank R. Kerekes
John H. Cheffy Robert H. Martin
Christopher V. Criss William E. Mildren, Jr.
Stephen F. Decker Eric Nelson
James D. Entress Joan C. Stamp
Ernest S. Fragale Carter W. Strauss
James C. Gardill James W. Swearingen
Edward M. George Reed T. Tanner
Roland L. Hobbs Robert K. Tebay
Larry G. Johnson William E. Witsche
9
EXHIBIT INDEX
Exhibit
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 (9)
10.6 Change in Control Agreements (8)
10.7 Salary Continuation Agreement (9)
10.8 Executive Supplemental Income Agreement (9)
11 Computation of Earnings Per Share (10)
13 Annual Report to Shareholders (except for those portions
expressly incorporated by reference herein, this report
is not "filed" as part of this Report on Form 10-K.)* E-2
21 Subsidiaries of the Registrant * E-34
22 Proxy Statement for the Annual Shareholders' Meeting
to be held April 18, 2001 (11)
23.1 Consent of Ernst & Young LLP * E-35
24 Power of Attorney * E-36
*Filed within
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 Form 10-K filed by the Registrant
with the Securities and Exchange Commission on March 29, 2000.
(10) Computation of earnings per share can be clearly determined from
the material contained in Exhibit 13, page E-3. Primary and fully
diluted earnings per share are the same for all years presented.
(11) Incorporated by reference to Schedule 14A Definitive Proxy
Statement filed by the Registrant with the Securities and Exchange
Commission on March 15, 2001.
E-1