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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, 2002
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. ______
Indicate by check mark whether the Registrant is an accelerated filer
as defined by Rule 12b-2 of the Exchange Act. Yes X No
----- -----
The aggregate market value of the Registrant's outstanding voting
common stock held by nonaffiliates on June 28, 2002, determined using
a per share closing price on that date of $23.71, was approximately
$444,787,626.
As of March 4, 2003, there were 20,273,717 shares of WesBanco, Inc.
common stock $2.0833 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
The portions of WesBanco Inc.'s 2002 Annual Report ("Annual Report to
Shareholders") for the year ended December 31, 2002 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 16, 2003 ("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 9
3 Legal Proceedings 9
4 Submission of Matters to a Vote of Security Holders 9
Part II
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5 Market for the Registrant's Common Equity and
Related Stockholder Matters 10
6 Selected Financial Data 10
7 Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
7A Quantitative and Qualitative Disclosures about
Market Risk 10
8 Financial Statements and Supplementary Data 10
9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
Part III
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10 Directors and Executive Officers of the Registrant 10
11 Executive Compensation 10
12 Security Ownership of Certain Beneficial Owners
and Management 11
13 Certain Relationships and Related Transactions 11
14 Controls and Procedures 11
Part IV
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15 Exhibits, Financial Statement Schedules and
Reports on Form 8-K 11
Signatures and Certifications 12
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 services, mortgage banking and insurance.
WesBanco offers these services through two reportable segments,
community banking and trust and investment services. Additional
information regarding WesBanco's business segments is set forth under
the heading "Note 21: Business Segments" on page E-22 of Exhibit 13
incorporated herein by reference.
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. As of the acquisition date,
American operated 20 offices and had total assets of approximately
$678 million. WesBanco's merger with American expanded its market
share in the tri-state area and included 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 2: Completed Business Combination" on page E-9 of
Exhibit 13 incorporated herein by reference.
As of December 31, 2002, WesBanco operated a commercial bank,
WesBanco Bank, Inc., through 72 offices located in West Virginia,
Central and Eastern Ohio, and Western Pennsylvania. Total assets of
WesBanco Bank, Inc. as of December 31, 2002 approximated $3.3 billion.
WesBanco also offers services through its non-banking affiliates,
WesBanco Insurance Services, Inc., a multi-line insurance agency
specializing in property, casualty and life insurance for personal and
commercial clients and WesBanco Securities, Inc., a full service
broker-dealer, which also offers discount brokerage services.
WesBanco Asset Management, Inc. and WesBanco Services, Inc., which were
incorporated in November 2002, collectively hold certain investment
securities and real estate loans of WesBanco Bank, Inc. and assist in
managing these assets. There were approximately 1,156 full-time equivalent
employees employed by all WesBanco affiliates as of December 31, 2002.
As of December 31, 2002, none of WesBanco's 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, the WesMark Small Company Growth
Fund and the Automated Cash Management Trust.
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.
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
3
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, WesBanco Bank, Inc., as
well as nonbank subsidiaries, which are described further in "Item 1:
Business-General" section of this Form 10-K. 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. WesBanco has a $7.5 million line of credit from its
subsidiary bank, all of which was outstanding at December 31, 2002.
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, 2002, WesBanco declared cash dividends to its
shareholders of approximately $19.6 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,
2002 and 2001, 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 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 insured banks and bank holding companies
should generally only pay dividends out of current operating earnings.
Additional information regarding dividend restrictions is set
forth in "Note 19: Regulatory Matters" on page E-20 of Exhibit 13
incorporated herein by reference.
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.
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
4
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, 2002, 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, 2002, WesBanco's Tier 1 and total capital to
risk-adjusted assets ratios were 12.95% and 14.13%, respectively. As
of December 31, 2002, 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, 2002, WesBanco's leverage ratio was 8.53%.
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.
Prompt Corrective Action
- ------------------------
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, 2002, 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.
5
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 have issued certain rules over the past two years relating
to the implementation of the GLB Act.
Recent Regulatory Developments
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THE SARBANES-OXLEY ACT OF 2002.
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The recently enacted Sarbanes-Oxley Act of 2002 includes
provisions addressing audits, financial reporting and disclosure,
conflicts of interest, and corporate governance at public companies.
The Act also establishes new supervisory mechanisms, including the new
Public Company Accounting Oversight Board, for accountants and
accounting firms that conduct external audits of public companies.
Publicly Held Banking Organizations
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In general, the Sarbanes-Oxley Act applies to public companies,
that is, companies (including banks and bank holding companies) that
have a class of securities registered under Section 12 of the
Securities Exchange Act of 1934 (the 1934 Act), or are otherwise
required to file periodic reports (e.g., 10-Ks and 10-Qs) under
Section 15(d) of the 1934 Act. Bank holding companies, state member
banks, and foreign banks that meet these qualifications (referred to
herein as public banking organizations) are subject to the
requirements of the Act, as well as any rules and regulations that the
SEC may adopt to implement the Act.(1) Some of the Act's provisions are
currently effective, while others will become effective on a specified
future date or upon the issuance of implementing rules by the SEC.
Audit Committee Structure and Responsibilities
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Section 301 of the Act requires that each public company have an
audit committee composed entirely of independent directors. If the
company's board does not establish a separate audit committee, the
full board may serve that function so long as each director is
independent.
Section 301 also imposes several specific responsibilities on the
audit committees of public companies. The audit committee must be
directly responsible for the appointment and compensation of the
company's outside auditor, as well as for overseeing the auditor's
work. In addition, the audit committee must establish procedures for
receiving and addressing any complaints about the company's
accounting, internal accounting controls or auditing, as well as for
the anonymous and confidential submission of employee concerns
regarding questionable accounting or auditing matters. Finally, the
audit committee must have the authority to retain and compensate
independent counsel, and other advisers, as necessary to carry out the
audit committee's duties.
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(1) Section 12(i) of the 1934 Act, as amended by the Sarbanes-Oxley Act,
gives the Board of Governors the authority to administer and enforce certain
provisions of the Act and the 1934 Act with respect to state member banks
that have securities registered under the 1934 Act. The Board's Regulation H
generally requires this limited number of state member banks to comply with
any rules adopted by the SEC under the relevant provisions of the Act and
the 1934 Act (12 CFR 208.36, as amended by 67 FR 57938 (September 13, 2002)).
6
Insider Lending
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Section 402 of the Act generally prohibits a public company and its
subsidiaries from extending credit, or arranging for another entity to
extend credit, in the form of a personal loan to any director or
executive officer of the public company.(2)
Two exceptions to this loan prohibition exist. First, the
prohibition does not apply to any loan made by an insured depository
institution to a director or executive officer if the loan is subject
to the insider lending restrictions of Section 22(h) of the Federal
Reserve Act (12 U.S.C. 375b), as implemented by the Board's Regulation
O (12 CFR part 215). Accordingly, it is anticipated that loans by an
insured depository institution to the directors and executive officers
of its publicly traded parent bank holding company will be exempt from
the prohibition, but will remain subject to the existing restrictions
of Regulation O. It should be noted that this exception covers only
loans made by banks and other insured depository institutions and does
not cover loans made by a public bank holding company (or its nonbank
subsidiaries) to the directors and executive officers of the public
bank holding company.
The second exception permits the directors and executive officers
of a public company to obtain home improvement and manufactured home
loans, consumer loans, and loans under open-end credit plans or charge
cards from their company or its subsidiaries so long as the credit (i)
is extended in the ordinary course of the company's consumer credit
business, (ii) is a kind of credit generally made available to the
public by the company, and (iii) is made on market terms or on terms
that are no more favorable than those offered to the general public.
Outside Auditors
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1. Registration and Standards. Title I of the Act provides for the
establishment of the Public Company Accounting Oversight Board by
April 26, 2003. All accounting firms that conduct audits of public
companies (i.e., registered accounting firms) must register with the
Oversight Board within 180 days of its establishment and become
subject to its supervision. The Act gives the Oversight Board the
authority (subject to SEC review) to establish auditing standards for
registered accounting firms.
2. Independence. The Act includes several provisions designed to
ensure that external auditors remain independent from the public
companies (including public banking organizations) they audit. For
example, Section 206 prohibits a registered accounting firm from
performing audit services for a public company if a senior executive
(i.e., the CEO, CFO, chief accounting officer, comptroller or
equivalent) of the company was employed by the accounting firm and
participated in the audit of the company within the previous year.
Section 203 of the Act also requires registered accounting firms to
rotate the lead or reviewing partner for each public company so that
no partner has primary responsibility for the engagement for more than
five consecutive years.
In addition, Section 201 of the Act prohibits registered accounting
firms from contemporaneously providing audit and certain non-audit
services to a public company. The eight enumerated prohibited non-
audit services include bookkeeping and other services related to
accounting records or financial statements; financial information
system design and implementation; appraisals, valuations and fairness
opinions, actuarial services; internal audit outsourcing; management
and human resources functions; broker, dealer, investment advisory and
investment banking services; and legal and other non-audit expert
services. The Oversight Board may add additional services to this
list of prohibited non-audit services, and may prescribe additional
rules relating to auditor independence. A registered accounting firm
may provide non-audit services that are not otherwise prohibited, such
as tax services, to a public company so long as the company's audit
committee gives advance approval of the service arrangement.(3)
Financial Disclosure and Reporting Obligations
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1. Certification Requirements. Pursuant to Section 302 of the Act,
the SEC has adopted final rules that require the principal executive
officer(s) and principal financial officer(s) of public companies to
include certain certifications in the annual and quarterly reports
filed by the company under the 1934 Act. These final rules require
each officer to certify, with respect to each report filed, that:
a. the certifying officer has reviewed the report;
b. based on the certifying officer's knowledge, the
report does not contain any material misstatement
or omit any material facts necessary to prevent any
statement in the report
from being misleading, and fairly presents the
company's financial condition, results of
operations and cash flows;
- ------------------------------------------
(2) It is important to note that the Act does not prohibit a public company
and its subsidiaries, including a bank holding company, a nonbank subsidiary
of a bank holding company, and a bank, from making loans to non-executive
level officers as well as to other employees of the company or bank.
(3) This prior approval requirement is waived if the company did not realize
the services were non-audit services at the time of the auditor's engagement,
and the aggregate amount of the non-audit services provided is less than five
percent of the total amount paid to the auditor by the company in that fiscal
year. In such circumstances, however, the non-audit services must be promptly
brought to the attention of the company's audit committee and approved by the
audit committee (or a designated member) before the conclusion of the audit.
7
c. the certifying officers (i) are responsible for
maintaining disclosure controls and procedures for
the company, (ii) have designed such controls and
procedures to ensure that material information is
reported to the officers, (iii) have evaluated the
effectiveness of the disclosure controls and
procedures within the past 90 days, and (iv) have
included in the report their conclusions about the
effectiveness of such controls and procedures and any
significant changes (including corrective
actions) to the company's internal controls that
have occurred subsequent to the officer's
evaluation; and
d. the certifying officers have disclosed to the
company's auditor and audit committee any
significant deficiencies or material weaknesses in
the company's internal controls relating to
financial reporting, as well as any fraud (whether
material or not) involving the company's management
or employees that have a significant role in the
company's internal controls.
A separate certification requirement is included in Section 906 of
the Act, which became effective on July 30, 2002. Section 906
requires that all periodic reports containing financial statements
filed by a public company under Sections 13(a) or 15(d) of the 1934
Act include a written certification by the CEO and CFO (or equivalent)
that the report complies with the requirements of the 1934 Act and
fairly presents, in all material respects, the financial condition and
results of operations of the company. Persons that knowingly or
willfully file false certifications under Section 906 are subject to
criminal penalties.
2. Reports Must Reflect Material Correcting Adjustments. Section
401 of the Act requires that all periodic reports filed by public
companies that are required to include GAAP financial statements must
reflect all material correcting adjustments identified by the
company's auditor.
3. Management Assessment of Internal Controls. Section 404 of the
Act directs the SEC to issue rules requiring the annual reports filed
by public companies to include a statement that management is
responsible for maintaining an adequate internal control structure and
procedures for financial reporting and contain an assessment of the
effectiveness of these controls and procedures. The company's
external auditor also must attest to, and report on, management's
assessment.(4)
4. Additional Disclosure Requirements. By January 26, 2003, the SEC
must issue final rules that require all quarterly and annual reports
filed by public companies to disclose all material off-balance sheet
transactions, arrangements, obligations and other relationships with
unconsolidated entities or persons. In addition, by January 26, 2003,
the SEC must issue final rules that prohibit public companies from
including misleading pro forma financial information in their press
releases, filings with the SEC or other public disclosures, and that
require any pro forma information included in such documents to be
reconciled with the company's GAAP financial statements. Section 409
of the Act also authorizes the SEC to issue additional rules requiring
public companies to disclose material changes in their financial
condition or operations to the public on a rapid and current basis.
Other Provisions Affecting Public Banking Organizations
- -------------------------------------------------------
The Act contains a variety of other provisions affecting public
companies and their officers, directors, and auditors. Some of these
provisions are self-executing, i.e., they are or will become effective
without the adoption of implementing regulations. These include a
requirement that CEOs and CFOs of public companies reimburse their
company for specified types of compensation and profits if the company
is forced to restate its financial statements as a result of
misconduct (Section 304), and a provision prohibiting executive
officers and directors of public companies from purchasing or selling
equity securities of the company acquired in connection with their
service as an officer or director during any "blackout period"
involving the security (Section 306(a)).(5)
The SEC also has already adopted rules implementing (i) Section
403, which accelerated the timeframe for officers, directors and
significant shareholders of a public company to disclose any purchases
or sales of the company's equity securities; (ii) Section 303, which
prohibits officers and directors of a public company from fraudulently
coercing or misleading the company's auditors for the purpose of
creating materially misleading financial statements; (iii) Section 406
which requires public companies to disclose whether the company has
adopted a code of ethics for their senior financial officers and, if
not, the reasons why not; and (iv) Section 407, which requires public
companies to disclose whether the company's audit committee includes a
"financial expert" and, if not, the reasons why not.
Web Site Access to WesBanco's Filings with the Securities and
- -------------------------------------------------------------
Exchange Commission
- -------------------
All of WesBanco's electronic filings for 2002, filed with the
Securities and Exchange Commission ("SEC"), including the Annual Report on
Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
amendments to these reports filed or furnished pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, are made
available at no cost on WesBanco's web site, www.wesbanco.com,
through the Investor Relations link as soon as reasonably practicable
after
- --------------------------------------------
(4) The requirements of Section 404 closely mirror those established by
Section 112 of the Federal Deposit Insurance Corporation Improvement Act (12
U.S.C. 1831m) and Part 363 of the FDIC's regulations, which include internal
control, management assertion and accountant attestation requirements for
insured depository institutions with total assets of $500 million or more.
(5) Section 304 became effective on July 30, 2002, while Section 306(a)
became effective January 26, 2003.
8
WesBanco files such material with, or furnishes it to, the SEC.
WesBanco's SEC filings are also available through the SEC's web site
at www.sec.gov.
Item 2. Properties
- -------------------
The Registrant's subsidiaries generally own their respective
offices, related facilities and unimproved real property that is held
for future expansion. As of December 31, 2002, WesBanco operated 72
banking offices in West Virginia, Central and
Eastern Ohio and Western Pennsylvania, of which 57 are owned and 15
are operated under long-term leases. These leases expire at various
dates through April 2010 and include options to renew.
The main office of the Registrant is located at One Bank Plaza,
Wheeling, West Virginia, in a building owned by WesBanco Bank, Inc.
The building contains approximately 100,000 square feet and serves as
the main office for both WesBanco's community banking segment and the
trust and investment services segment. 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, 2002 was $55.7 million compared to $50.3 million at
December 31, 2001.
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 $0.6 million for 2002
compared to $0.7 million for 2001. For additional disclosures related
to WesBanco's properties and other fixed assets, see "Note 5: Premises and
Equipment" on page E-11 of Exhibit 13 incorporated herein by reference.
Item 3. Legal Proceedings
- --------------------------
On March 1, 2002, WesBanco consummated its acquisition of American
Bancorporation through a series of corporate mergers. At the time of
the consummation of this transaction, American Bancorporation was a
defendant in a suit styled Martin, et al. v. The American
Bancorporation Retirement Plan, et al., under Civil Action No. 5:2000-
CV-168 (Broadwater), presently pending in the United States District
Court for the Northern District of West Virginia. WesBanco has
essentially become the principal defendant in this suit by reason of
the merger. This case involves a class action suit against American
Bancorporation by certain beneficiaries of the American Bancorporation
Defined Benefit Retirement Plan (the "Plan") seeking to challenge
benefit calculations and methodologies used by the outside Plan
Administrator in determining benefits under the Plan which was frozen
by American Bancorporation, as to benefit accruals, some years ago.
The Plan had been the subject of a predecessor action in a case styled
American Bancorporation Retirement Plan, et al. v. McKain, Civil
Action No. 5:93-CV-110, which was also litigated in the United States
District Court for the Northern District of West Virginia. The McKain
case resulted in an Order entered by the District Court on September
22, 1995, which directed American Bancorporation to follow a specific
method for determining retirement benefits under the Plan. American
Bancorporation has asserted that they have calculated the benefits in
accordance with the requirements of the 1995 District Court Order.
The purported class of plaintiffs now assert that they are not bound
by the 1995 District Court Order since they were not parties to that
proceeding and are seeking a separate benefit determination. The
District Court in the current case has substantially limited the class
of plaintiffs to a group of approximately 37 individuals and has
granted partial summary judgment to significantly reduce the scope and
extent of the underlying case. It is not believed that the case
presents any material risk of exposure to WesBanco though, as with any
litigation matter, there are uncertainties in the outcome of the
proceeding which cannot be determined with any degree of certainty.
On August 1, 2002, the Corporation was named in a lawsuit filed by
a former loan customer of the Corporation's banking subsidiary over a
failed purchase of an ambulance service enterprise operated by a local
hospital. The Corporation's banking subsidiary was subsequently
substituted as the named defendant in the case now styled Matesic v.
WesBanco Bank, Inc., et al., Civil Action No. 02-C-293(M), pending in
the Circuit Court of Ohio County, West Virginia. The suit alleges
numerous counts and claims against multiple defendants over the
purchase and subsequent failure of the ambulance service. The
Corporation's banking subsidiary did make a loan to the plaintiff's
company which became delinquent and the bank did recover a portion of
the loan through liquidation of pledged collateral. Allegations of
fraudulent conduct and tortuous interference are alleged against the
Corporation's banking subsidiary. The case is currently in its
discovery phase. The broad and sweeping nature of the alleged conduct
makes it difficult to assess the substance of the Complaint. The bank
intends to vigorously defend the suit and believes that there is no
merit to the allegations of the Complaint.
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
9
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, 2002 was 6,528. 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 2002 and 2001
are as presented below:
2002 2001
----------------------- -----------------------
Dividend Dividend
High Low Declared High Low Declared
------------------------ -----------------------
Fourth quarter $26.00 $19.32 $.235 $23.61 $18.10 $.230
Third quarter 25.00 19.66 .235 27.75 19.50 .230
Second quarter 25.52 22.35 .235 26.00 18.31 .230
First quarter 24.00 19.99 .230 24.50 17.00 .230
===========================================================================
WesBanco assumed $12.65 million in Trust Preferred Securities through
the American Bancorporation acquisition. These securities are registered
on NASDAQ, with a trading symbol WSBCP. For additional disclosures relating
to WesBanco's Trust Preferred Securities, see "Note 10: Company Obligated
Mandatorily Redeemable Capital Securities of Subsidiary Trust Holding Solely
Debentures of the Corporation" on page E-13 of Exhibit 13 incorporated herein
by reference.
Item 6. Selected Financial Data
- --------------------------------
Selected financial data is set forth under the heading "Table 1.
Five Year Selected Financial Summary" on page E-26 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-25
through E-41 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-39 through E-41 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-2 through E-24 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.
Information relating to late filings is set forth under the heading
"Section 16(a) Beneficial Ownership Reporting Compliance" 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.
10
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" in the Proxy and is
incorporated by reference.
Equity Compensation Plan Information
------------------------------------
Number of securities Weighted average Number of securities
to be issued upon exercise price remaining for future
exercise of of outstanding issuance under equity
Plan Category outstanding options options compensation plans
- ------------------------------------------------------------------------------
Equity compensation
plans approved by
security holders 417,419 $ 22.99 581,189
- ------------------------------------------------------------------------------
Equity compensation
plans not approved
by security holders None None None
- ------------------------------------------------------------------------------
Item 13. Certain Relationships and Related Transactions
- --------------------------------------------------------
Information relating to transactions and relationships with certain
directors and executive officers of WesBanco is set forth under the
heading "Transactions with Directors and Officers" in the Proxy
Statement and is incorporated by reference. Additional information
concerning related party transactions is set forth under "Note 18:
Transactions with Related Parties" on page E-20 of Exhibit 13
incorporated herein by reference in this Form 10-K.
Item 14. - Controls and Procedures
- ----------------------------------
As of December 31, 2002, an evaluation was performed under the
supervision and with the participation of WesBanco's management,
including the CEO and CFO, of the effectiveness of the design and
operation of WesBanco's disclosure controls and procedures. Based on
that evaluation, WesBanco's management, including the CEO and CFO,
concluded that WesBanco's disclosure controls and procedures were
effective as of December 31, 2002. There have been no significant
changes in WesBanco's internal controls or in other factors that could
significantly affect internal controls subsequent to December 31,
2002.
PART IV
Item 15. 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, 2002
and 2001 E-2
Consolidated Statements of Income for the years ended
December 31, 2002, 2001 and 2000 E-3
Consolidated Statements of Changes in Shareholders' Equity
for the years ended December 31, 2002, 2001 and 2000 E-4
Consolidated Statements of Cash Flows for the years ended
December 31, 2002, 2001 and 2000 E-5
Notes to Consolidated Financial Statements E-6 - E-22
Management's Responsibility for Financial Statements E-23
Report of Ernst & Young LLP, Independent Auditors E-23
Condensed Quarterly Statement of Income E-24
(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, 2002:
Current Report on Form 8-K dated January 23, 2003 and
filed January 29, 2003, Items 5 and 7.
11
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 24, 2003.
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 24,
2003.
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 Roland L. Hobbs
Ray A. Byrd John W. Kepner
R. Peterson Chalfant Jay T. McCamic
John H. Cheffy William E. Mildren, Jr.
Christopher V. Criss Joan C. Stamp
James D. Entress Carter W. Strauss
Abigail M. Feinknopf Reed J. Tanner
Ernest S. Fragale Robert K. Tebay
James C. Gardill William E. Witschey
Edward M. George
12
CERTIFICATION
I, Paul M. Limbert, certify that:
1. I have reviewed this annual report on Form 10-K of WesBanco, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 24, 2003 /s/ Paul M. Limbert
______________________________
Paul M. Limbert
President and Chief Executive Officer
13
CERTIFICATION
I, Robert H. Young, certify that:
1. I have reviewed this annual report on Form 10-K of WesBanco, Inc.;
2. Based on my knowledge, this annual report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstances under which statements were made, not misleading with
respect to the period covered by this annual report;
3. Based on my knowledge, the financial statements, and other
financial information included in this annual report, fairly
present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the
periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this annual report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this annual report (the "Evaluation Date");
and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, to the registrant's auditors
and the audit committee of registrant's board of directors (or
persons performing the equivalent functions):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated
in this annual report whether there were significant changes in
internal controls or in other factors that could significantly
affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
Date: March 24, 2003 /s/ Robert H. Young
______________________________
Robert H. Young
Executive Vice President and Chief
Financial Officer
14
EXHIBIT INDEX
Exhibit
Number Document Page No.
- ------- -------- --------
3.1 Restated 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. (As Amended and Restated
August 22, 2002) (13)
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 Executive Supplemental Income Agreement (10)
10.6 Form of Change in Control Agreement by and between
WesBanco, Inc., WesBanco Bank, Inc., and Paul M.
Limbert, Jerome B. Schmitt, John W. Moore, Kristine N.
Molnar and Robert H. Young (9)
10.7 Form of Salary Continuation Agreement by and between
WesBanco, Inc., WesBanco Bank, Inc., and Paul M.
Limbert, Jerome B. Schmitt, John W. Moore, Kristine
N. Molnar, Peter W. Jaworski and Edward M. George (10)
10.8 Second Amended Severance Plan Clarification Agreement,
dated February 26, 2002, by and between
American Bancorporation, Jeremy C. McCamic and
WesBanco, Inc. (11)
10.9 Second Amended Consulting Agreement, dated February 26,
2002, by and between WesBanco, Inc. and Jeremy C.
McCamic (11)
10.10 Employment Agreement, dated November 30, 2001, by and
between WesBanco Bank, Inc., WesBanco, Inc. and
Brent E. Richmond (1)
10.11 Employment Agreement, dated June 30, 2001, by and
between WesBanco Bank, Inc., Robert H. Young and
WesBanco, Inc. (11)
10.12 Stock Option Amendment Agreement, dated May 31, 2002,
by and between WesBanco, Inc. and Dennis P.Yaeger (12)
10.13 Separation Agreement and Release and Waiver of Claims,
dated May 2, 2002, by and between WesBanco, Inc.
and Dennis P. Yaeger (12)
11 Computation of Earnings Per Share (14)
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-42
22 Proxy Statement for the Annual Shareholders' Meeting
to be held April 16, 2003 (15)
23 Consent of Ernst & Young LLP * E-43
24 Power of Attorney * E-44
99.1 Certification Pursuant to 18 U.S.C. Section 1350 * E-45
99.2 Certification Pursuant to 18 U.S.C. Section 1350 * E-46
*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. 333-03905 filed by the Registrant
with the Securities and Exchange Commission on May 16, 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 30, 2000.
(11) Incorporated by reference to Form 10-K filed by the Registrant
with the Securities and Exchange Commission on March 29, 2002.
(12) Incorporated by reference to Form 10-Q filed by the Registrant
with the Securities and Exchange Commission on August 14, 2002.
(13) Incorporated by reference to Form 10-Q filed by the Registrant
with the Securities and Exchange Commission on November 14, 2002.
(14) 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.
(15) Incorporated by reference to Schedule 14A Definitive Proxy
Statement filed by the Registrant with the Securities and Exchange
Commission on March 13, 2003.
E - 1