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, 2001
----- 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
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(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
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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.
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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 March 1, 2002 was approximately $400,868,000.
As of March 1, 2002, there were 21,230,138 shares of WesBanco,
Inc. Common stock $2.0833 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The portions of WesBanco Inc.'s 2001 Annual Report ("Annual
Report to Shareholders") for the year ended December 31, 2001
referred to in Parts I, II, III 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 17, 2002 ("Proxy Statement")
referred to in Part III of this Form 10-K are incorporated by
reference. Except for the parts of the Annual Report to
Shareholders expressly incorporated herein by reference, the
Annual Report to Shareholders is not to be deemed filed with the
Securities and Exchange Commission.
WESBANCO, INC.
TABLE OF CONTENTS
ITEM # ITEM Page No.
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Part I
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1 Business 3
2 Properties 7
3 Legal Proceedings 7
4 Submission of Matters to a Vote of Security Holders 7
Part II
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5 Market for the Registrant's Common Equity and Related
Stockholder Matters 8
6 Selected Financial Data 8
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
7A Quantitative and Qualitative Disclosures about Market Risk 8
8 Financial Statements and Supplementary Data 8
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 8
Part III
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10 Directors and Executive Officers of the Registrant 8
11 Executive Compensation 8
12 Security Ownership of Certain Beneficial Owners and
Management 8
13 Certain Relationships and Related Transactions 8
Part IV
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14 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 9
Signatures 10
EXHIBIT INDEX E-1
2
PART I
Item 1. Business
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General
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WesBanco Inc. ("WesBanco"), a bank holding company
headquartered in Wheeling, West Virginia, offers a full range of
financial services including retail banking, corporate banking,
personal and corporate trust services, brokerage, mortgage
banking and insurance.
As of December 31, 2001, WesBanco operated a commercial bank
through 59 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.
WesBanco previously maintained four separate banking
subsidiaries. Total assets of WesBanco Bank, Inc. as of December
31, 2001 approximated $2.5 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, 2001, 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 includes the
WesMark Growth Fund, the WesMark Balanced Fund, the WesMark Bond
Fund, the WesMark West Virginia Municipal Bond Fund and the
WesMark Small Company Growth Fund. During 2001, a sixth fund,
the Automated Cash Management Trust, was made available to
shareholders of the WesMark Funds.
There were approximately 1,003 full-time equivalent employees
employed by all WesBanco affiliates as of December 31, 2001.
On March 1, 2002, WesBanco completed the acquisition of
American Bancorporation ("American") and the merger of American's
affiliate, Wheeling National Bank, Wheeling, West Virginia, with
and into WesBanco's affiliate, WesBanco Bank, Inc. WesBanco and
American entered into a definitive Agreement and Plan of Merger
on February 22, 2001. WesBanco's merger with American creates a
single bank holding company with approximately $3.2 billion in
total assets and 75 banking offices. The combination expands
WesBanco's market share in the tri-state area and includes
expansion into new markets with an office in Washington,
Pennsylvania, an office in Cambridge, Ohio and four offices in
Columbus, Ohio. Additional information regarding WesBanco's
acquisition of American is set forth under the heading "Note 17:
Subsequent Event (unaudited) - Acquisition of American
Bancorporation" of the Annual Report to Shareholders and is
incorporated herein by reference.
Competition
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Competition in the form of price and service from other banks
and financial companies such as savings and loans, credit unions,
finance companies, and brokerage firms is intense in most of the
markets served by WesBanco and its subsidiaries. Mergers
between, and the expansion of, financial institutions both within
and outside West Virginia have provided significant competitive
pressure in major markets. Since 1995, when federal interstate
banking legislation became effective that made it permissible for
bank holding companies in any state to acquire banks in any other
state, and for banks to establish interstate branches (subject to
certain limitations by individual states), actual or potential
competition in each of WesBanco's markets has been intensified.
Internet banking, offered both by established traditional
institutions and by start-up Internet-only banks, constitutes
another significant form of competitive pressure on WesBanco's
business. Finally, financial services reform legislation enacted
in November 1999 eliminates the long-standing Glass-Steagall Act
restrictions on securities activities of bank holding companies
and banks. The legislation permits bank holding companies that
elect to become financial holding companies to engage in a broad
range of financial activities, including defined securities and
insurance activities, and to affiliate with securities and
insurance firms. Correspondingly, it permits securities and
insurance firms to engage in banking activities under specified
conditions. The same legislation allows banks to have financial
subsidiaries that may engage in certain activities not otherwise
permissible for banks.
In addition to the impact of federal and state regulation, the
bank and nonbank 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.
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.
3
WesBanco's banking subsidiary, WesBanco Bank, Inc., is a West
Virginia banking corporation and is member bank of the Federal
Reserve System. It is subject to examination and supervision by
the Federal Reserve Board and the West Virginia Division of
Banking. Its deposits are insured by the Bank Insurance Fund
("BIF") of the Federal Deposit Insurance Corporation ("FDIC").
WesBanco's nonbank subsidiaries are also subject to examination
and supervision by the Federal Reserve Board and examination by
other federal and state agencies, including, in the case of
certain securities activities, regulation by the Securities and
Exchange Commission. The banking subsidiary maintains one
designated financial subsidiary, WesBanco Insurance Services,
Inc.
Holding Company Structure
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WesBanco has one state bank subsidiary and numerous nonbank
subsidiaries. The state bank subsidiary is subject to affiliate
transaction restrictions under federal law which limit the
transfer of funds by the subsidiary bank to the parent and any
nonbank subsidiaries of the parent, whether in the form of loans,
extensions of credit, investments, or asset purchases. Such
transfers by a subsidiary bank to its parent corporation or to
any individual nonbank subsidiary of the parent are limited in
amount to 10% of the subsidiary bank's capital and surplus and,
with respect to such parent together with all such nonbank
subsidiaries of the parent, to an aggregate of 20% of the
subsidiary bank's capital and surplus. Furthermore, such loans
and extensions of credit are required to be secured in specified
amounts. In addition, all affiliate transactions must be
conducted on terms and under circumstances that are substantially
the same as such transactions with unaffiliated entities.
At December 31, 2001, approximately $0.8 million was available
for loans to WesBanco from its subsidiary bank.
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 loans by a holding company to 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.
Dividend Restrictions
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Dividends from WesBanco's subsidiary bank are a significant
source of funds for payment of dividends to WesBanco's
shareholders. In the year ended December 31, 2001, WesBanco
declared cash dividends to its shareholders of approximately
$16.6 million. There are, however, statutory limits on the
amount of dividends that WesBanco's subsidiary bank can pay to
WesBanco 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, 2001 and
2000, WesBanco's banking subsidiary could not have declared any
dividends to be paid to WesBanco without prior approval from
regulatory agencies. During the first quarter of 2002, federal
and state regulatory agencies granted approval to WesBanco's
banking subsidiary to pay a $30 million special dividend to
WesBanco.
If, in the opinion of the applicable regulatory authority, a
bank under its jurisdiction is engaged in or is about to engage
in an unsafe or unsound practice which, depending on the
financial condition of the bank, could include the payment of
dividends, such authority may require, after notice and hearing,
that such bank cease and desist from such practice. The Federal
Reserve Board has issued policy statements that provide that
insured banks and bank holding companies should generally only
pay dividends out of current operating earnings.
FDIC Insurance
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WesBanco's banking subsidiary is classified by the FDIC as a
well-capitalized institution in the highest supervisory
subcategory, and is therefore not obliged under current FDIC
assessment practices to pay deposit insurance premiums on its
deposits insured by the BIF. The FDIC may alter its assessment
practices in the future if required by developments affecting the
resources of the BIF. The FDIC is also conducting a
comprehensive review of the deposit insurance system to study
alternatives for pricing, funding and coverage.
4
Capital Requirements
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The Federal Reserve Board has issued risk-based capital ratio
and leverage ratio guidelines for bank holding companies such as
WesBanco. The risk-based capital ratio guidelines establish a
systematic analytical framework that makes regulatory capital
requirements more sensitive to differences in risk profiles among
banking organizations, takes off-balance sheet exposures into
explicit account in assessing capital adequacy, and minimizes
disincentives to holding liquid, low-risk assets. Under the
guidelines and related policies, bank holding companies must
maintain capital sufficient to meet both a risk-based asset ratio
test and a leverage ratio test on a consolidated basis. The
risk-based ratio is determined by allocating assets and specified
off-balance sheet commitments into four weighted categories, with
higher weighting being assigned to categories perceived as
representing greater risk. A bank holding company's capital is
then divided by total risk-weighted assets to yield the risk-
based ratio. The leverage ratio is determined by relating core
capital to total assets adjusted as specified in the guidelines.
WesBanco's subsidiary bank is subject to substantially similar
capital requirements.
Generally, under the applicable guidelines, a financial
institution's capital is divided into two tiers. Institutions
that must incorporate market risk exposure into their risk-based
capital requirements may also have a third tier of capital in the
form of restricted short-term subordinated debt. "Tier 1", or
core capital, includes common equity, noncumulative perpetual
preferred stock excluding auction rate issues, and minority
interests in equity accounts of consolidated subsidiaries, less
goodwill and, with certain limited exceptions, all other
intangible assets. Bank holding companies, however, may include
cumulative preferred stock in their Tier 1 capital, up to a limit
of 25% of such Tier 1 capital. "Tier 2", or supplementary
capital, includes, among other things, cumulative and limited-
life preferred stock, hybrid capital instruments, mandatory
convertible securities, qualifying subordinated debt, and the
allowance for loan and lease losses, subject to certain
limitations. "Total capital" is the sum of Tier 1 and Tier 2
capital.
The Federal Reserve Board and the other federal banking
regulators require that all intangible assets, with certain
limited exceptions, be deducted from Tier 1 capital. Under the
Federal Reserve Board's rules, the only types of intangible
assets that may be included in (i.e., not deducted from) a bank
holding company's capital are originated or purchased mortgage
servicing rights, non-mortgage servicing assets, and purchased
credit card relationships, provided that, in the aggregate, the
total amount of these items included in capital does not exceed
100% of Tier 1 capital.
Under the risk-based guidelines, financial institutions are
required to maintain a risk-based ratio, which is total capital
to risk-weighted assets, of 8%, of which 4% must be Tier 1
capital. The appropriate regulatory authority may set higher
capital requirements when an institution's circumstances warrant.
Under the leverage guidelines, financial institutions are
required to maintain a leverage ratio, which is Tier 1 capital to
adjusted total assets, as specified in the guidelines, of at
least 3%. The 3% minimum ratio is applicable only to financial
institutions that meet certain specified criteria, including
excellent asset quality, high liquidity, low interest rate
exposure, and the highest regulatory rating. Financial
institutions not meeting these criteria are required to maintain
a minimum Tier 1 leverage ratio of 4%.
In early 2002, bank regulatory agencies established special
minimum capital requirements for equity investments in
nonfinancial companies. The requirements consist of a series of
marginal capital charges that increase within a range from 8% to
25% as a financial institution's overall exposure to equity
investments increases as a percentage of its Tier 1 capital. At
December 31, 2001, capital charges relating to WesBanco's equity
investments in nonfinancial companies were immaterial.
Failure to meet applicable capital guidelines could subject
the financial institution to a variety of enforcement remedies
available to the federal regulatory authorities including
limitations on the ability to pay dividends, the issuance by the
regulatory authority of a capital directive to increase capital,
and the termination of deposit insurance by the FDIC, as well as
to the measures described below under "Prompt Corrective Action"
as applicable to undercapitalized institutions.
As of December 31, 2001, WesBanco's Tier 1 and total capital
to risk-adjusted assets ratios were 14.09% and 15.34%,
respectively. As of December 31, 2001, WesBanco's bank
subsidiary also had capital in excess of the minimum
requirements. 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,
2001, WesBanco's leverage ratio was 9.62%.
The risk-based capital standards of the Federal Reserve Board
and the FDIC specify that evaluations by the banking agencies of
a bank's capital adequacy will include an assessment of the
exposure to declines in the economic value of the bank's capital
due to changes in interest rates. These banking agencies issued
a joint policy statement on interest rate risk describing prudent
methods for monitoring such risk that rely principally on
internal measures of exposure and active oversight of risk
management activities by senior management.
5
Prompt Corrective Action
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The Federal Deposit Insurance Corporation Improvement Act of
1991 ("FDICIA") requires federal banking 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.
An institution is deemed to be "well-capitalized" if it has a
total risk-based capital ratio of 10% or greater, a Tier 1 risk-
based capital ratio of 6% or greater, and a Tier 1 leverage ratio
of 5% or greater and is not subject to a regulatory order,
agreement, or directive to meet and maintain a specific capital
level for any capital measure. An institution is deemed to be
"adequately capitalized" if it has a total risk-based capital
ratio of 8% or greater, a Tier 1 risk-based capital ratio of 4%
or greater, and, generally, a Tier 1 leverage ratio of 4% or
greater and the institution does not meet the definition of a
"well-capitalized" institution. An institution that does not
meet one or more of the "adequately capitalized" tests is deemed
to be "undercapitalized". If the institution has a total risk-
based capital ratio that is less than 6%, a Tier 1 risk-based
capital ratio that is less than 3%, or a Tier 1 leverage ratio
that is less than 3%, it is deemed to be "significantly
undercapitalized". Finally, an institution is deemed to be
"critically undercapitalized" if it has a ratio of tangible
equity (as defined in the regulations) to total assets that is
equal to or less than 2%. As of December 31, 2001, WesBanco's
subsidiary bank had capital levels that met the "well
capitalized" standards under such regulations.
FDICIA generally prohibits a depository institution from
making any capital distribution, including payment of a cash
dividend, or paying any management fee to its holding company if
the depository institution would thereafter be undercapitalized.
Undercapitalized institutions are subject to growth limitations
and are required to submit a capital restoration plan. If any
depository institution subsidiary of a holding company is
required to submit a capital restoration plan, the holding
company would be required to provide a limited guarantee
regarding compliance with the plan as a condition of approval of
such plan by the appropriate federal banking agency. If an
undercapitalized institution fails to submit an acceptable plan,
it is treated as if it is significantly undercapitalized.
Significantly undercapitalized 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 may not, beginning 60 days after becoming critically
undercapitalized, make any payment of principal or interest on
their subordinated debt. In addition, critically
undercapitalized institutions are subject to appointment of a
receiver or conservator within 90 days of becoming critically
undercapitalized.
Gramm-Leach-Bliley Act of 1999 (the "GLB Act")
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Under the GLB Act enacted in 1999, banks are no longer
prohibited by the Glass-Steagall Act from associating with, or
having management interlocks with, a business organization
engaged principally in securities activities. By qualifying as a
new entity known as a "financial holding company", a bank holding
company may acquire new powers not otherwise available to it. In
order to qualify, a bank holding company's depository
subsidiaries must all be both well-capitalized and well managed,
and must be meeting their Community Reinvestment Act obligations.
The bank holding company must also declare its intention to
become a financial holding company to the Federal Reserve Board
and certify that its depository subsidiaries meet the
capitalization and management requirements. The repeal of the
Glass-Steagall Act and the availability of new powers both became
effective on March 11, 2000. WesBanco has not elected to become
a financial holding company under the GLB Act, though it has
qualified a subsidiary of its bank as a financial subsidiary
under the GLB Act.
Financial holding company powers relate to "financial
activities" that are determined by the Federal Reserve Board, in
coordination with the Secretary of the Treasury, to be financial
in nature, incidental to an activity that is financial in nature,
or complementary to a financial activity, provided that the
complementary activity does not pose a safety and soundness risk.
The statute itself defines certain activities as financial in
nature, including but not limited to underwriting insurance or
annuities; providing financial or investment advice;
underwriting, dealing in, or making markets in securities;
merchant banking, subject to significant limitations; insurance
company portfolio investing, subject to significant limitations;
and any activities previously found by the Federal Reserve Board
to be closely related to banking.
National and state banks are permitted under the GLB Act,
subject to capital, management, size, debt rating, and Community
Reinvestment Act qualification factors, to have "financial
subsidiaries" that are permitted to engage in financial
activities not otherwise permissible. However, unlike financial
holding companies, financial subsidiaries may not engage in
insurance or annuity underwriting; developing or investing in
real estate; merchant banking, for at least five years, or
insurance company portfolio investing. Other provisions of the
GLB Act establish a system of functional regulation for financial
holding companies and banks involving the Securities and Exchange
Commission, the Commodity Futures Trading Commission, and state
securities and insurance regulators; deal with bank insurance
sales and title insurance activities in relation to state
insurance regulation; prescribe consumer protection standards for
insurance sales; and establish minimum federal standards of
privacy to protect the confidentiality of the personal financial
information of consumers and regulate its use by financial
institutions. Federal bank regulatory agencies issued a variety
of proposed, interim, and final rules during the year 2001 for
the implementation of the GLB Act.
6
Recent Regulatory Developments
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By the end of 2001, banking regulators had published for
comment or had under advanced consideration new regulations
concerning money laundering in the wake of the terrorist events
of September 11, 2001, including possible authority for
financial holding companies to engage in real estate brokerage
and property management services; less burdensome capital
requirements than had previously been proposed for merchant
banking investments entered into by financial holding companies;
and more stringent affiliate transaction restrictions that would
treat bank subsidiaries engaging in bank impermissible activities
as affiliates for purposes of the restrictions.
The federal budget for 2003, published in early 2002,
indicates a probable need for an increase in bank deposit
insurance premiums in a form that would affect the bank
subsidiary, and draft legislation was introduced in the Congress
that proposed changes in both deposit insurance coverage and in
premiums charged to banks for such insurance was under initial
Congressional committee consideration. In March 2002, the FDIC
announced that, on the basis of current information, an increase
in deposit insurance premium was likely in the second half of
2002. It is not possible at present to assess the positive or
negative impact on WesBanco of any of the foregoing proposals if
adopted.
Item 2. Properties
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The Registrant's affiliates generally own their respective
offices, related facilities and unimproved real property that is
held for future expansion. As of December 31, 2001, WesBanco
operated 59 banking offices in West Virginia and Eastern Ohio.
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.
The consolidated investment in net bank premises and
equipment at December 31, 2001 was $50.3 million compared to
$53.1 million at December 31, 2000.
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 $0.7
million for 2001 compared to $0.9 million for 2000.
Item 3. Legal Proceedings
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Reference has been made in prior filings to a declaratory
judgment suit 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. Parties to this proceeding
previously filed Cross Motions for Summary Judgment and the Court
granted WesBanco Bank's Motion for Summary Judgment on most of
the substantive issues and denied the Defendant's Motions.
Subsequent to the granting of these Summary Judgment Motions, the
parties resolved the matter and it was dismissed by Dismissal
Order dated the 26th day of July, 2001.
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
7
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, 2001 was 5,139. The number of holders does not
include WesBanco employees who have had stock allocated to them
through WesBanco'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 2001
and 2000 are as presented below:
2001 2000
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Dividend Dividend
High Low Declared High Low Declared
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Forth quarter $23.61 $18.10 $.230 $24.25 $21.50 $.225
Third quarter 27.75 19.50 .230 24.63 19.13 .225
Second quarter 26.00 18.31 .230 24.63 20.00 .225
First quarter 24.50 17.00 .230 25.00 19.31 .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-39 of Exhibit
13 incorporated herein by reference in this Form 10-K.
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-39 through E-52 of Exhibit 13
incorporated herein by reference in this Form 10-K.
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-50 through E-52 of Exhibit 13
incorporated herein by reference in this Form 10-K.
Item 8. Financial Statements and Supplementary Data
- ----------------------------------------------------
The "Consolidated Financial Statements," the "Notes to
Consolidated Financial Statements," "Management's Responsibility
for Financial Statements", the "Report of Ernst & Young LLP,
Independent Auditors" and the "Condensed Quarterly Statement of
Income" are set forth on pages E-20 through E-38 of Exhibit 13
incorporated herein by reference in this Form 10-K.
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 WesBanco, 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 WesBanco 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 WesBanco'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 WesBanco 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 13: Transactions with
Related Parties" on page E-33 of Exhibit 13 incorporated herein
by reference in this Form 10-K.
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
-----------------------------------------------------
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,
2001 and 2000 E-20
Consolidated Statements of Income for the years
ended December 31, 2001, 2000 and 1999 E-21
Consolidated Statements of Changes in Shareholders'
Equity for the years ended December 31, 2001,
2000 and 1999 E-22
Consolidated Statements of Cash Flows for the years
ended December 31, 2001, 2000 and 1999 E-23
Notes to Consolidated Financial Statements E-24 - E-36
Report of Ernst & Young LLP, Independent Auditors E-37
Condensed Quarterly Statement of Income E-38
(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
-----------------------
The following reports on Form 8-K were filed by the
registrant subsequent to September 30, 2001:
Current Report on Form 8-K dated October 24,
2001 and filed October 30, 2001, Items 5 and 7.
Current Report on Form 8-K dated November 7,
2001 and filed November 9, 2001, Items 5 and 7.
Current Report on Form 8-K dated March 1, 2002 and filed
March 15, 2002, Items 2 and 7.
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, 2002.
WESBANCO, INC.
By: /s/ Paul M. Limbert
----------------------
Paul M. Limbert
President and Chief
Executive Officer
By: /s/ Robert H. Young
----------------------
Robert H. Young
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, 2002.
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
Ray A. Byrd Frank R. Kerekes
John H. Cheffy Jeremy C. McCamic
Christopher V. Criss William E. Mildren, Jr.
James D. Entress Joan C. Stamp
Ernest S. Fragale James W. Swearingen
James C. Gardill Reed J. Tanner
Edward M. George Robert K. Tebay
Roland L. Hobbs William E. Witsche
10
EXHIBIT INDEX
Exhibit
Number Document Page No.
- -------- -------- --------
2.1 Agreement and Plan of Merger dated as of
February 22, 2001 among WesBanco, Inc.,
American Bancorporation, AB Corporation and
WesBanco Bank, Inc. (1)
2.2 First Amendment to Agreement and Plan of Merger
dated as of November 5, 2001 among WesBanco, Inc.,
American Bancorporation, AB Corporation and
WesBanco Bank, Inc. (1)
3.1 Articles of Incorporation of WesBanco, Inc. (2)
3.2 Articles of Amendment to the Articles of
Incorporation of WesBanco , Inc. (7)
3.3 Bylaws of WesBanco, Inc. (2)
4.1 Specimen Certificate of WesBanco, Inc. Common Stock(3)
10.1 Directors' Deferred Compensation Plan (2)
10.2 Key Executive Incentive Bonus and Option Plan.(5)
10.3 Employment Agreements (4), (6)
10.4 Employment Continuity Agreement (8)
10.5 First Amendment to Employment Continuity Agreement (10)
10.6 Change in Control Agreements (by and between WesBanco, Inc.,
WesBanco Bank, Inc. and the following executive officers:
Paul M. Limbert, Dennis P. Yaeger, Jerome B. Schmitt,
John W. Moore, Kristine N. Molnar and Robert H. Young) (9)
10.7 Salary Continuation Agreement (by and between WesBanco, Inc.,
WesBanco Bank, Inc., and the following executive officers:
Paul M. Limbert, Jerome B. Schmitt, John W. Moore,
Kristine N. Molnar, Dennis P. Yaeger, Frank R. Kerekes
and Peter W. Jaworski)(10)
10.8 Executive Supplemental Income Agreement (10)
10.9 Second Amended Severance Plan Clarification Agreement
dated February 26, 2002 by and between American
Bancorporation, Jeremy C. McCamic and WesBanco, Inc. * E-3
10.10 Second Amended Consulting Agreement dated February 26,
2002 by and between WesBanco, Inc. and Jeremy C. McCamic * E-6
10.11 Amended Severance Plan Clarification Agreement dated
November 30, 2001 by and among American Bancorporation,
Paul W. Donahie and WesBanco, Inc. (1)
10.12 Consulting Agreement dated February 22, 2001 by and
between WesBanco, Inc. and Paul W. Donahie (1)
10.13 Amended Severance Plan Clarification Agreement dated
November 30, 2001 by and among American Bancorporation,
John E. Wait and WesBanco, Inc. (1)
10.14 Amended Agreement dated November 30, 2001 by and among
WesBanco Bank, Inc., WesBanco, Inc. and John E. Wait (1)
10.15 Amended Severance Plan Clarification Agreement dated
November 30, 2001 by and among American Bancorporation,
Brent E. Richmond and WesBanco, Inc. (1)
10.16 Agreement dated November 30, 2001 by and among WesBanco
Bank, Inc., WesBanco, Inc. and Brent E. Richmond (1)
10.17 Amended Amendment to Employment Agreement dated
November 30, 2001 by and among Wheeling National Bank,
Patrick O'Brien and WesBanco, Inc. (1)
10.18 Amended Engagement Letter Amendment Agreement dated
November 30, 2001 by and among McCamic & McCamic,
American Bancorporation and WesBanco, Inc. (1)
10.19 Employment Agreement by and between WesBanco Bank,
Inc., Robert H. Young and WesBanco, Inc.* E-12
11 Computation of Earnings Per Share (11)
E-1
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-20
21 Subsidiaries of the Registrant * E-53
22 Proxy Statement for the Annual Shareholders' Meeting to
be held April 17, 2002 (12)
23.1 Consent of Ernst & Young LLP * E-54
24 Power of Attorney * E-55
*Filed within
Notes to Exhibit Listing:
- ------------------------
(1) Incorporated by reference to a prior Registration Statement
on Form S-4 under Registration No. 333-74814 filed by the
Registrant with the Securities and Exchange Commission on December
10, 2001.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) Incorporated by reference to Form 8-K filed by the
Registrant with the Securities and Exchange Commission
on April 15, 1998.
(7) Incorporated by reference to Form 10-Q filed by the
Registrant with the Securities and Exchange Commission
on May 15, 1998.
(8) Incorporated by reference to Form 10-K filed by the
Registrant with the Securities and Exchange Commission
on March 11, 1999.
(9) Incorporated by reference to Form 10-Q filed by the Registrant
with the Securities and Exchange Commission
on November 15, 1999.
(10) Incorporated by reference to Form 10-K filed by the
Registrant with the Securities and Exchange Commission
on March 29, 2000.
(11) Computation of earnings per share can be clearly determined
from the material contained in Exhibit 13, page E-21. Primary and
fully diluted earnings per share are the same for all years
presented.
(12) Incorporated by reference to Schedule 14A Definitive Proxy
Statement filed by the Registrant with the Securities and Exchange
Commission on March 15, 2002.
E-2