Item 1. Business - ----------------- General - ------- As of December 31, 1994, the Corporation had eight banking affiliates located in Wheeling, Charleston, Elizabeth, Sissonville, Parkersburg, Kingwood, Fairmont and Bridgeport, West Virginia. The Registrant has one banking affiliate in Barnesville, Ohio. WesBanco Wheeling has ten offices, all in West Virginia, three located in Wheeling, two located in Follansbee, three in New Martinsville, one in Sistersville, and one in Wellsburg. WesBanco Elm Grove has two offices located in the Elm Grove section of Wheeling. WesBanco Kingwood has two full-service branch offices located in Masontown and Bruceton Mills. WesBanco Barnesville has five offices, two located in Barnesville and one each in Bethesda, Woodsfield and Beallsville, Ohio. WesBanco Fairmont has four offices located in Fairmont and two offices located in Morgantown. WesBanco Bridgeport has seven offices, four located in Bridgeport, two in Shinnston and one in Nutter Fort, West Virginia. There are approximately 775 full time equivalent employees employed by all affiliates as of December 31, 1994.
WesBanco, Inc., through its subsidiaries, conducts a general banking, commercial and trust business. Its full service banks offer a wide range of services to commercial, consumer and government bodies, including but not limited to, retail banking services, such as demand, savings and time deposits; commercial, mortgage, and consumer installment loans; credit card services through VISA and MasterCard; personal and corporate trust services; discount brokerage services; and travel services. Most affiliates are participating in local partnerships which operate banking machines in those local regions primarily under the name of MAC. The banking machines are linked to CIRRUS, a nationwide banking network.
The Corporation has reported to its shareholders that it may engage in other activities of a financial nature authorized by the Federal Reserve Board through a subsidiary, or through acquisition of established companies.
As of December 31, 1994, none of the affiliates were engaged in any operation in foreign countries and none has had transactions with customers in foreign countries.
Competition - ----------- Each affiliate bank faces strong competition for local business in their respective market areas. Competition exists for new deposits, in the scope and types of services offered, and the interest rates paid on time deposits and charged on loans, and in other aspects of banking. The affiliate banks encounter substantial competition not only from other commercial banks but also from other financial institutions. Savings banks, savings and loan associations, brokerage business and credit unions actively compete for deposits. Such institutions, as well as consumer finance companies, insurance companies and other enterprises, are important competitors for various types of lending business. In addition, personal and corporate trust services and investment counseling services are offered by insurance companies, investment counseling firms and other business firms and individuals.
Item 1. Business (continued) - ----------------------------- Supervision and Regulation - -------------------------- As a registered bank holding company, WesBanco is subject to the supervision of the Federal Reserve Board and is required to file with the Federal Reserve Board reports and other information regarding its business operations and the business operations of its subsidiaries. WesBanco is also subject to examination by the Federal Reserve Board and is required to obtain Federal Reserve Board approval prior to acquiring, directly or indirectly, ownership or control of voting shares of any bank, if, after such acquisition, it would own or control more than 5% of the voting stock of such bank. In addition, pursuant to federal law and regulations promulgated by the Federal Reserve Board, WesBanco may only engage in, or own or control companies that engage in, activities deemed by the Federal Reserve Board to be so closely related to banking as to be a proper incident thereto. Prior to engaging in most new business activities, WesBanco must obtain approval from the Federal Reserve Board.
WesBanco's banking subsidiaries have deposits insured by the Bank Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation (the "FDIC"), and are subject to supervision, examination, and regulation by state banking authorities and either the FDIC or the Federal Reserve Board. In addition to the impact of federal and state supervision and regulation, the banking subsidiaries of WesBanco are affected significantly by the actions of the Federal Reserve Board as it attempts to control the money supply and credit availability in order to influence the economy.
WesBanco's depository institution subsidiaries are subject to affiliate transaction restrictions under federal law which limit the transfer of funds by the subsidiary banks to their parent and any nonbanking subsidiaries, whether in the form of loans, extensions of credit, investments or asset purchases. Such transfers by any subsidiary bank to its parent corporation or to any nonbanking subsidiary are limited in amount to 10% of the institution's capital and surplus and, with respect to such parent and all such nonbanking subsidiaries, to an aggregage 20% of any such institution's capital and surplus. Furthermore, such loans and extensions of credit are required to be secured in specified amounts.
The Federal Reserve Board has a policy to the effect that a bank holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and to commit resources to support each such subsidiary bank. Under the source of strength doctrine, the Federal Reserve Board may require a bank holding company to make capital injections into a troubled subsidiary bank, and may charge the bank holding company with engaging in unsafe and unsound practices for failure to commit resources to such a subsidiary bank. This capital injection may be required at times when WesBanco may not have the resources to provide it. Any capital loans by a holding company to any of the subsidiary banks are subordinate in right of payment to deposits and to certain other indebtedness of such subsidiary bank. Moreover, in the event of a bank holding company's bankruptcy, any commitment by such holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank will be assumed by the bankruptcy trustee and entitled to a priority of payment.
Item 1. Business (continued) - ----------------------------- In 1989, the United States Congress passed comprehensive financial institutions legislation known as the Financial Institution Reform, Recovery, and Enforcement Act ("FIRREA"). FIRREA established a new principle of liability on the part of depository institutions insured by the FDIC for any losses incurred by, or reasonably expected to be incurred by, the FDIC after August 9, 1989, in connection with (i) the default of a commonly controlled FDIC-insured depository institution, or (ii) any assistance provided by the FDIC to a commonly controlled FDIC- insured depository institution in danger of default. "Default" is defined generally as the appointment of a conservator or receiver and "in danger of default" is defined generally as the existence of certain conditions indicating that a "default" is likely to occur in the absence of regulatory assistance. Accordingly, in the event that any insured bank subsidiary of WesBanco causes a loss to the FDIC, other bank subsidiaries of WesBanco could be required to compensate the FDIC by reimbursing to it the amount of such loss.
Federal law permits the OCC to order the pro rata assessment of shareholders of a national bank whose capital stock has become impaired, by losses or otherwise to relieve a deficiency in such national bank's capital stock. This statute also provides for the enforcement of any such pro rata assessment of shareholders of such national bank to cover such impairment of capital stock by sale, to the extent necessary, of the capital stock of any assessed shareholder failing to pay the assessment. Similarly, the laws of certain states provide for such assessment and sale with respect to the subsidiary banks chartered by such states. WesBanco, as the sole shareholder of its subsidiary banks, is subject to such provisions.
Dividend Restrictions - --------------------- There are statutory limits on the amount of dividends WesBanco's depository institution subsidiaries can pay to their parent corporation without regulatory approval. Under applicable federal regulations, appropriate bank regulatory agency approval is required if the total of all dividends declared by a bank in any calendar year exceeds the available retained earnings and exceeds the aggregate of the bank's net profits (as defined by regulatory agencies) for that year and its retained net profits for the preceding two years, less any required transfers to surplus or a fund for the retirement of any preferred stock.
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, the OCC and the FDIC have issued policy statements which provide that insured banks and bank holding companies should generally only pay dividends out of current operating earnings.
FDIC Insurance - -------------- The FDIC has the authority to raise the insurance premiums for institutions in the BIF to a level necessary to achieve a target reserve level of 1.25% of insured deposits within not more than 15 years. In addition, the FDIC has the authority to impose special assessments in certain circumstances. The level of deposit premiums affects the profitability of subsidiary banks and thus the potential flow of dividends to parent companies.
Item 1. Business (continued) - ----------------------------- Under the risk-based insurance assessment system that became effective January 1, 1994, the FDIC places each insured depository institution in one of nine risk categories based on its level of capital and other relevant information (such as supervisory evaluations). The assessment rates under the new system range from 0.23% to 0.31% depending upon the assessment category into which the insured institution is placed. During 1994, all WesBanco banks were at the assessment rate of 0.23%.
Federal Deposit Insurance Corporation Improvement Act of 1991 - ------------------------------------------------------------- In December 1991, Congress enacted the Federal Deposit Insurance Corporation Improvement Act of 1991 ("FDICIA"), which substantially revised the bank regulatory and funding provisions of the Federal Deposit Insurance Act and makes revisions to several other federal banking statutes.
Among other things, FDICIA requires federal bank regulatory authorities to take "prompt corrective action" with respect to depository institutions that do not meet minimum capital requirements. For these purposes, FDICIA establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized.
Rules adopted by the Federal banking agencies under FDICIA provide that an institution is deemed to be: "well capitalized" if the institution has a Total (Tier 1 plus Tier II) risk-based capital ratio of 10.0% or greater, a Tier I risk-based ratio of 6.0% or greater, and a leverage ratio of 5.0% or greater, and the institution is not subject to an order, written agreement, capital directive, or prompt corrective action directive to meet and maintain a specific level for any capital measure; "adequately capitalized" if the institution has a Total risk- based capital ratio of 8.0% or greater, a Tier I risk-based capital ratio of 4.0% or greater, and a leverage ratio of 4.0% or greater (or a leverage ratio of 3.0% or greater if the institution is rated composite 1 in its most recent report of examination, subject to appropriate Federal banking agency guidelines), and the institution does not meet the definition of a well-capitalized institution; "undercapitalized" if the institution has a Total risk-based capital ratio that is less than 8.0%, a Tier I risk-based capital ratio that is less than 4.0% or a leverage ratio that is less than 4.0% (or a leverage ratio that is less than 3.0% if the institution is rated composite 1 in its most recent report of examination, subject to appropriate Federal banking agency guidelines) and the institution does not meet the definition of a significantly undercapitalized or critically undercapitalized institution; "significantly undercapitalized" if the institution has a Total risk- based capital ratio that is less than 6.0%, a Tier I risk-based capital ratio that is less than 3.0%, or a leverage ratio that is less than 3.0% and the institution does not meet the definition of a critically undercapitalized institution; and "critically undercapitalized" if the institution has a ratio of tangible equity to total assets that is equal to or less than 2%.
At December 31, 1994, WesBanco and all of its bank subsidiaries qualified as well-capitalized based on the ratios and guidelines noted above. A bank's capital category, however, is determined solely for the purpose of applying the prompt corrective actions rules and may not constitute an accurate representation of that bank's overall financial condition or prospects.
Item 1. Business (continued) - ----------------------------- The appropriate Federal banking agency may, under certain circumstances, reclassify a well capitalized insured depository institution as adequately capitalized. The appropriate agency is also permitted to require an adequately capitalized or undercapitalized institution to comply with the supervisory provisions as if the institution were in the next lower category (but not treat a significantly undercapitalized institution as critically undercapitalized) based on supervisory information other than the capital levels of the institution.
The statute provides that an institution may be reclassified if the appropriate Federal banking agency determines (after notice and opportunity for hearing) that the institution is in an unsafe or unsound condition or deems the institution to be engaging in an unsafe or unsound practice.
FDICIA generally prohibits a depository institution from making any capital distribution (including payment of a dividend) or paying any management fee to its holding company if the depository institution would thereafter be undercapitalized. Undercapitalized depository institutions are subject to growth limitations and are required to submit a capital restoration plan. The Federal banking agencies may not accept a capital restoration plan without determining, among other things, that the plan is based on realistic assumptions and is likely to succeed in restoring the depository institution's capital. In addition, for a capital restoration plan to be acceptable, the depository institution's parent holding company must guarantee that the institution will comply with such capital restoration plan. The aggregate liability of the parent holding company is limited to the lesser of (i) an amount equal to 5% of the depository institution's total assets at the time it became undercapitalized, and (ii) the amount which is necessary (or would have been necessary) to bring the institution into compliance with all capital standards applicable with respect to such institution as of the time it fails to comply with the plan. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized.
Significantly undercapitalized depository institutions may be subject to a number of requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and cessation of receipt of deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator.
FDICIA also contains a variety of other provisions that may affect the operation of WesBanco, including new reporting requirements, regulatory standards for real estate lending, "truth in savings" provisions, and the requirement that a depository institution give 90 days' prior notice to customers and regulatory authorities before closing any branch.
Capital Requirements - -------------------- The risk-based capital guidelines for bank holding companies and banks adopted by the Federal banking agencies were phased in at the end of 1992. The minimum ratio of qualifying total capital to risk-weighted assets (including certain off-balance sheet items, such as standby letters of credit) under the fully phased-in guidelines is 8%. At least half of the total capital is to be comprised of common stock, retained earnings, noncumulative perpetual preferred stocks, minority interests and, for bank holding companies, a limited amount of qualifying
Item 1. Business (continued) - ----------------------------- cumulative perpetual preferred stock, less goodwill and certain other intangibles ("Tier I capital"). The remainder ("Tier II capital") may consist of other preferred stock, certain other instruments, and limited amounts of subordinated debt and the reserve for credit losses.
In addition, the Federal Reserve Board has established minimum leverage ratio (Tier I capital to total average assets less goodwill and certain other intangibles) guidelines for bank holding companies and banks. These guidelines provide for a minimum leverage ratio of 3.0% for bank holding companies and banks that meet certain specified criteria, including that they have the highest regulatory rating. All other banking organizations are required to maintain a leverage ratio of 3.0% plus an additional cushion of at least 100 to 200 basis points. The guidelines also provide that banking organizations experiencing internal growth or making acquisitions will be expected to maintain strong capital positions substantially above the minimum supervisory levels, without significant reliance on intangible assets. Furthermore, the guidelines indicate that the Federal Reserve Board will continue to consider a "tangible Tier I leverage ratio" in evaluating proposals for expansion or new activities. The tangible Tier I leverage ratio is the ratio of Tier I capital, less intangibles not deducted from Tier I capital, to total assets, less all intangibles. Neither WesBanco nor any of its bank subsidiaries has been advised of any specific minimum leverage ratio applicable to it.
As of December 31, 1994, all of WesBanco's banking subsidiaries had capital in excess of all applicable requirements.
Interstate Banking Act - ---------------------- The Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 (hereinafter called "Interstate Banking Act") was signed into law by President Clinton on September 29, 1994. The Act generally allows adequately capitalized and managed bank holding companies to acquire banks in any state starting one year after enactment. The Act also permits interstate merger transactions beginning June 1, 1997. States are permitted, however, to pass legislation providing for either earlier approval of mergers with out-of-state banks or "opting-out" of interstate mergers entirely. The Act would permit banks to acquire branches of out- of-state banks by converting their office into branches of the resulting bank. The Act would also permit banks to establish and operate "de novo branches" in any state that "opts-in" to de novo branching. The Act also requires each Federal banking agency to prescribe uniform regulations, including guidelines insuring that interstate branches operated by out- of-state banks are reasonably helping to meet the credit needs of communities where they operate. WesBanco is incorporated under the laws of the State of West Virginia and the West Virginia Legislature has not yet adopted any legislation which would specifically "opt-in" or "opt- out" of any of these specific provisions of the Interstate Banking Act.
Statistical Information - ----------------------- Except as noted, the following statistical data averages included in Item 1 - Business were computed using daily averages for the years ended December 31, 1994, 1993 and 1992. Statistical data not included in Item 1 - Business have been omitted because they are included in the 1994 Annual Report to Shareholders, incorporated herein by reference, or are not applicable.
Item 1. Business (continued) - ----------------------------- The effect on interest income and interest expense for the years ended December 31, 1994, 1993 and 1992, due to changes in average volume and rate from the prior year, is presented below. The average volumes and rates are shown in the 1994 Annual Report to Shareholders. The effect of a change in average volume has been determined by applying the average rate in the earlier year to the change in volume. The change in rate has been determined by applying the average volume in the earlier year to the change in rate. The change in interest due to both rate and volume has been allocated to volume and rate changes in proportion to the relationship of the absolute dollar amounts of change in each. (in thousands):
Item 1. Business (continued) - ----------------------------- Investment Portfolio - -------------------- The maturity distribution using book value including accretion of discounts and the amortization of premiums and approximate yield of investment securities at December 31, 1994 is presented in the following table. Tax equivalent yield basis was not used. Approximate yield was calculated using a weighted average of yield to maturities (in thousands):
(1) Represents investments with no stated maturity date
(2) Average yields on investment securities available for sale have been calculated based on amortized cost.
Item 1. Business (continued) - ----------------------------- Investment Portfolio (continued) - -------------------------------- Book values of investment securities are as follows (in thousands):
(1) Includes Federal Reserve Bank Stock and Federal Home Loan Bank securities.
(2) Includes stocks of business corporations in 1994 and 1993. Includes mutual funds and stocks of business corporations in 1992.
There are no issues included in obligations of state and political subdivisions, other investments or investments available for sale which individually or in the aggregate exceed ten percent of shareholders' equity as of December 31, 1994.
Loan Portfolio - -------------- Loans outstanding are as follows (in thousands):
Each bank within the Corporation has its own renewal policies regarding commercial and real estate-construction loans. However, real estate- construction loans are generally not renewed at any bank. Depending on the size of each institution, commercial loans above certain pre-approved dollar limits must be reviewed by the respective credit review committee or senior management prior to extension of maturity dates or rollover of the loan into a new loan. Renewals of commercial loans below specified lending limitations may be approved by the respective bank loan officer.
Item 1. Business (continued) - ----------------------------- Loan Portfolio (continued) - -------------------------- The following table presents the approximate maturities of loans other than installment loans and residential mortgages for all affiliate banks as of December 31, 1994 (in thousands):
WesBanco Bank Wheeling and WesBanco Bank Elm Grove, which have approximately 42% of consolidated gross loans have a practice of originating most commercial loans and real estate construction loans on a demand basis. Most of these loans do not require formal repayment terms other than monthly interest payments. There is no significant impact on cash flows since these loans are monitored on a regular basis and principal repayments, if not made by borrowers, are requested. WesBanco banks follow lending policies which require substantial down payments along with current market appraisals on the collateral when the loans are originated. The majority of their loans are either secured by deeds of trust on real property, security agreements on personal property, insurance contracts from independent insurance companies or through the full faith and credit of government agencies.
All affiliate banks generally recognize interest income on the accrual basis, except for certain loans which are placed on a nonaccrual status, when in the opinion of management, doubt exists as to collectability. All banks must conform to the Board of Governors of the Federal Reserve System and the Office of the Comptroller of Currency Policy which states that banks may not accrue interest on any loan on which either the principal or interest is past due 90 days or more unless the loan is both well secured and in the process of collection. When a loan is placed on a nonaccrual status, interest income is recognized as cash payments are received.
Item 1. Business (continued) - ----------------------------- Loan Portfolio (continued) - -------------------------- Secured loans which are in the process of collection, but are contractually past due 90 days or more as to interest or principal, renegotiated, nonaccrual loans and other non-performing assets, are as follows (in thousands):
During 1994, nonaccrual loans decreased by $4,896,000 to $4,413,000 as of December 31, 1994 from $9,309,000 as of December 31, 1993. The decline was primarily due to a commercial real estate loan which had a balance of approximately $3,823,000 as of December 31, 1993 being taken off of nonaccrual status. Other real estate owned increased to $4,278,000 as of December 31, 1994 from $2,558,000 as of December 31, 1993. The increase in other real estate owned was due to a commercial loan totaling $2,659,000 being classified as an in-substance foreclosure.
Item 1. Business (continued) - ----------------------------- Loan Portfolio (continued) - -------------------------- During 1993, nonaccrual loans increased by $4,486,000 to $9,309,000, however, during the same time period, renegotiated loans declined by $3,919,000 to $168,000. The increase in nonaccrual loans was primarily due to a reclassification of a renegotiated loan totaling $3,823,000 to nonaccrual status during 1993. A commercial loan totaling $1,216,000 was also placed on nonaccrual status during 1993. All nonaccrual loans are secured by collateral believed to have adequate market values to protect the Corporation from significant losses. Nonaccrual and renegotiated loans declined $3,643,000 during 1992 primarily due to one customer's improvement of operations and increased debt service ability justifying a renewed extension of credit at market terms and conditions. The decrease in nonaccrual loans of $2,300,000 during 1991 was primarily due to the transfer of three commercial loans into the in-substance foreclosure category. Other real estate remained fairly level from 1991 through 1993. At December 31, 1990, other real estate owned was at a lower level due to the sale of property held as other real estate during 1990. Management continues to monitor the nonperforming assets to ensure against deterioration in collateral values.
Summary of Loan Loss Experience ------------------------------- The historical relationship between average loans, loan losses and recoveries and the provision for possible loan losses is presented in the following table (in thousands):
Item 1. Business (continued) - ----------------------------- The amount charged to earnings is based on periodic management evaluation of the loan portfolio as well as prevailing and anticipated economic conditions, net loans charged off, past loan experience, current delinquency factors, changes in the character of the loan portfolio, specific problem loans and other factors.
Allocation of the Reserve for Possible Loan Losses - -------------------------------------------------- Management of the banks did not allocate the reserve for possible loan losses by loan classification prior to December 31, 1991. The following represents the allocation of the reserve for possible loan losses (dollars in thousands):
WesBanco has allocated the reserve for possible loan losses to specific portfolio segments based upon historical net charge-off experience, changes in the level of non-performing assets, local economic conditions and management experience.
Management deems the reserve for loan losses at December 31, 1994 to be adequate.
Risk Elements - ------------- The Corporation has historically maintained a reserve for possible loan losses which is greater than actual charge-offs. Charge-offs for the year 1995 are anticipated to be within the historical ranges as detailed in the summary of loan loss experience.
Management maintains loan quality through monthly reviews of past due loans, and a quarterly review of significant loans which are considered by affiliate bank personnel to be potential problem loans. Periodic reviews of other significant loans are completed by personnel independent of the loan function.
There are no significant loans made to customers outside the general market area of each affiliate bank. At times, in order to maintain loan volumes, loans are purchased from correspondent banks. These loans aggregate less than $9,000,000 as of December 31, 1994.
Item 1. Business (continued) - ----------------------------- Each bank within the Corporation follows its usual loan analysis procedures before a determination is made to purchase this type of loan.
Management's review of the loan portfolio has not indicated any material amount of loans, not disclosed in the accompanying tables and discussions which are known to have possible credit problems which cause management to have serious doubts as to the ability of each borrower to comply with their present loan repayment terms. There were no loan concentrations in excess of 10% of total consolidated loans.
Short-Term Borrowings - --------------------- Securities sold under agreement to repurchase have maturities which range between one day and one year. The following table presents short- term liabilities for the years ended December 31 (dollars in thousands):
Return on Equity and Assets - --------------------------- The following financial ratios are presented:
Item 2.
Item 2. Properties - ------------------- The Registrant's affiliates own their respective banking offices, related facilities and unimproved real property which is held for future expansion. With certain branch office exceptions, all of the respective West Virginia bank offices are located in downtown Wheeling, Follansbee, Wellsburg, New Martinsville, Sistersville, Elizabeth, Charleston, Sissonville, Parkersburg, Kingwood, Fairmont, Shinnston, Bridgeport and Masontown. The Ohio bank offices are located in Barnesville, Bethesda, Woodsfield and Beallsville. Consolidated investment in net bank premises and equipment at December 31, 1994 was $21,874,000.
The main office of the Registrant is located at 1 Bank Plaza, Wheeling, West Virginia, in a building owned by WesBanco Wheeling. The building contains approximately 100,000 square feet.
Item 3.
Item 3. Legal Proceedings - -------------------------- WesBanco, Inc. and its affiliates are involved in various legal proceedings presently pending which are incidental to the business of banking in which they are engaged. These proceedings are pending in various jurisdictions in which WesBanco, Inc. and its subsidiaries are engaged in business. Based on the information which is available to WesBanco, Inc. as of the date hereof which has been developed in such proceedings, WesBanco, Inc. does not believe that any of such proceedings involving claims for damages expose it to a material liability for WesBanco and its subsidiaries on a consolidated basis.
PART II
Item 5.
Item 5. Market for the Registrant's Common Equity and Related - -------------------------------------------------------------- Shareholder Matters - -------------------
(a) Approximate Number of Security Holders ------------------------------------------- Set forth below is the approximate number of holders of record of the Registrant's equity securities as of February 28, 1995.
Title of Class Number -------------- ------ Common Stock ($2.0833 Par Value) 3,936
The number of holders listed above does not include WesBanco, Inc. employees who have had stock allocated to them through the Employee Stock Ownership Plan. All WesBanco employees who meet the eligibility requirements of the ESOP are included in the Plan.
PART III
Item 10.
Item 10. Executive Officers of the Corporation - ------------------------------------------------
Part III - -------- Item 10. Executive Officers of the Registrant (continued) - ----------------------------------------------------------
Mr. Martin was appointed Vice Chairman of the Corporation on February 28, 1994. Prior to that time, Mr. Martin was Chairman of the Board of First Fidelity Bancorp, Inc. since 1986.
Each of the remaining officers listed above have been an Executive Officer of the Corporation or one of its subsidiaries during the past five years.
PART IV
Item 14.
Item 14. Exhibits, financial statement schedules and reports on Form 8-K - ------------------------------------------------------------------------- (a) Certain documents filed as part of the Form 10-K ----------------------------------------------------- (1) Financial statements of consolidated subsidiaries Page(s) engaged in the business referred to in Rule 3-05 ------- of Regulation S-X have been omitted since they are not individually or in the aggregate required pursuant to such Rule.
Consolidated Balance Sheet as of December 31, 41 1994 and 1993.
Consolidated Statements of Income for the years 42 ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Changes in Shareholders' 43 Equity for the years ended December 31, 1994, 1993 and 1992.
Consolidated Statement of Cash Flows for the years 44 ended December 31, 1994, 1993 and 1993.
Notes to Consolidated Financial Statements 45-57
Report of Independent Accountants - Price 21 Waterhouse, LLP
Report of Independent Accountants - Ernst & 22 Young, LLP
(b) Reports on Form 8-K ------------------------ No reports on Form 8-K were filed for the three months ended December 31, 1994.
Item 14. Exhibits, financial statement schedules and reports on Form 8-K - ------------------------------------------------------------------------- (continued) - ----------- (c) Exhibits required by Item 601 of Regulation S-K. -----------------------------------------------------
* Not Applicable
(1) This exhibit is being incorporated by reference with respect to a prior Quarterly Report Form 10-Q filed by the Registrant on Form 10-Q dated March 31, 1994 which was filed with the Securities & Exchange Commission on May 11, 1994.
(2) These exhibits are being incorporated by reference with respect to a prior Annual Report Form 10-K filed by the Registrant on Form 10-K dated December 31, 1988 which was filed with the Securities & Exchange Commission on March 30, 1989.
(3) These exhibits are being incorporated by reference with respect to a prior Registration Statement filed by the Registrant on Form S-4 under Registration No. 33-72228 as Exhibit Numbers 3.1 and 4.2, which was filed with the Securities & Exchange Commission on January 11, 1994.
(4) Included in 1994 Annual Report to Shareholders.
SIGNATURES
Pursuant to the Requirements of Section 13 of 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 , 1995.
WESBANCO, INC.
By: /s/ EdWard M. George ---------------------------------------- Edward M. George President and Chief Executive Officer
By: /s/ Paul M. Limbert ---------------------------------------- Paul M. Limbert Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on March 27, 1995.
By: /s/ James C. Gardill ---------------------------------------- James C. Gardill Chairman of the Board and Director
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.
Frank K. Abruzzino Gilbert S. Bachmann Charles J. Bradfield Ray A. Byrd H. Thomas Corrie Christopher V. Criss Stephen F. Decker James D. Entress, D.M.D. Roland L. Hobbs Edward M. George By: /s/ James C. Gardill Walter W. Knauss, Jr. ----------------------------------- Eric Nelson John J. Paull Patrick L. Schulte Melvin C. Snyder, Jr. Carter W. Strauss Thomas L. Thomas, M.D. John A. Welty William E. Witschey