<PAGE> 1
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD
APRIL 20, 1994
------------------------------------
To the Stockholders
of Wesbanco, Inc.:
Notice is hereby given that the Annual Meeting of the Stockholders of
Wesbanco, Inc. will be held at Wilson Lodge, Oglebay Park, Wheeling, West
Virginia, 26003, on Wednesday, April 20, 1994, at 4:00 p.m.
The purposes of the meeting are as follows:
(1) To elect eleven (11) persons to the Board of Directors, nine (9) to
serve for a term of three (3) years, and two (2) to serve for a term of two
(2) years.
(2) To consider and act upon a proposed amendment to the Bylaws of the
Corporation, as set forth in the Proxy Statement, for the purpose of
increasing the authorized number of members to serve on the Board of
Directors to thirty-five (35).
(3) To consider and act upon such other matters as properly may come
before the meeting or any adjournment thereof.
The holders of the common stock of the Corporation as of the close of business
on March 11, 1994, are entitled to vote at the meeting.
You are requested to sign and date the enclosed form of Proxy and return it in
the enclosed envelope at your earliest convenience. As indicated in the
accompanying Proxy Statement, proxies may be revoked at any time prior to the
voting thereof.
By order of the Board of Directors.
SHIRLEY A. BUCAN
SECRETARY
WHEELING, WEST VIRGINIA
MARCH 29, 1994
<PAGE> 2
PROXY STATEMENT
OF
WESBANCO, INC.
BANK PLAZA
WHEELING, WEST VIRGINIA 26003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1994
------------------------
This statement is furnished to the stockholders of Wesbanco, Inc. in
connection with the solicitation of proxies to be used in voting at the annual
meeting of the stockholders of the Corporation, which will be held at Wilson
Lodge, Oglebay Park, Wheeling, West Virginia, 26003, at 4:00 p.m. on Wednesday,
April 20, 1994. This statement is being mailed to the stockholders on or about
March 29, 1994.
Wesbanco, Inc. is the parent company and the holder of all of the outstanding
shares of the capital stock of Wesbanco Bank Wheeling, Wheeling, West Virginia,
Wesbanco Bank Wellsburg, Wellsburg, West Virginia, Wesbanco Bank Elizabeth,
Elizabeth, West Virginia, Wesbanco Bank South Hills, Charleston, West Virginia,
Wesbanco Bank Sissonville, Sissonville, West Virginia, Wesbanco Bank Elm Grove,
Wheeling, West Virginia, Wesbanco Bank Parkersburg, Parkersburg, West Virginia,
Wesbanco Bank Barnesville, Barnesville, Ohio, Wesbanco Bank Kingwood, Kingwood,
West Virginia, First National Bank in Fairmont, Fairmont, West Virginia,
Bridgeport Bank, Bridgeport, West Virginia, FirstBank Shinnston, Shinnston, West
Virginia, and Central National Bank, Morgantown, West Virginia.
James C. Gardill is the Chairman of the Board of Wesbanco, Inc. and Robert H.
Martin serves as Vice Chairman of the Board; Executive Officers of Wesbanco,
Inc. include Edward M. George, President and Chief Executive Officer; Paul M.
Limbert, Executive Vice President and Chief Financial Officer; Dennis P. Yaeger,
Executive Vice President and Chief Operating Officer; Patrick L. Schulte,
Executive Vice President-Central Region; John W. Moore, Jr., Senior Vice
President-Human Resources; Jerome B. Schmitt, Senior Vice President-Investments;
Edward G. Sloane, Vice President-Data Processing; Larry L. Dawson, Vice
President; Jerry A. Halverson, Vice President; and Albert A. Pietz, Jr., Vice
President and Compliance Officer.
PROXIES
The proxies are solicited by the Board of Directors of the Corporation, and
the cost thereof is being borne by the Corporation. Proxies may be revoked, by
the stockholders who execute them, at any time prior to the exercise thereof, by
written notice to the Corporation, or by announcement at the stockholders
meeting. Unless so revoked, the shares represented by all proxies will be voted,
by the persons named in the proxies, at the stockholders meeting and all
adjournments thereof, in accordance with the specifications set forth therein,
or, absent such specifications, in accordance with the judgment of the holders
of such proxies.
STOCK OUTSTANDING AND VOTING RIGHTS
The authorized capital stock of the Corporation consists of 25,000,000 shares
of common stock of the par value of $2.0833 per share, and 1,000,000 shares of
preferred stock without par value. Of the 25,000,000 shares of authorized common
stock, 8,672,614 shares presently are issued and outstanding. There are also
10,000 shares of preferred stock issued and outstanding.
The 10,000 shares of preferred stock were issued effective February 28, 1994,
in conjunction with the acquisition of First Fidelity Bancorp, Inc. in exchange
for all of the outstanding First Fidelity Preferred Stock. The Wesbanco
Preferred Stock was designated as Series A 8% Cumulative Preferred Stock with a
par value of $1.25 per share (hereinafter called "Wesbanco Preferred Stock").
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An annual fixed dividend of $15.20 per share, payable in quarterly increments,
is required to be paid with respect to the Wesbanco Preferred Stock. The
dividend commitment is cumulative. The preferred stock may be redeemed by
Wesbanco within the period from November 1, 1995, through November 30, 1995, and
holders of the Wesbanco Preferred Stock are to be given at least thirty (30)
days notice of the redemption date. Wesbanco may elect to convert the shares
into the right to receive $190.00 in cash per share. If Wesbanco has not
selected a redemption date and the holders of the shares have not otherwise
caused the redemption of their shares, then on November 30, 1995, all
outstanding shares will be converted into Wesbanco Common Stock.
Each holder of Wesbanco Preferred Stock has the right to convert his shares
into shares of Wesbanco Common Stock. The conversion right may be exercised any
time between the sending of a redemption notice and the close of business on the
redemption date, and if Wesbanco has not sent a redemption notice, the
conversion right may be exercised at any time during the redemption period. The
number of shares of Wesbanco Common Stock into which a share of Wesbanco
Preferred Stock may be converted has been fixed as of February 28, 1994, by
dividing $190.00 by the "book value" of the former First Fidelity Common Stock
as defined in the Certificate of Designation of the First Fidelity Preferred
Stock. Subject to certain conditions and exceptions, the "book value" is defined
to be the quotient found by dividing (1) the difference between (i) the amount
of the assets of First Fidelity and (ii) the sum of (a) the amount of the total
liabilities of First Fidelity and (b) the amount of the liquidation preferences
of any class of shares having a preference as to liquidation rights which is not
convertible into First Fidelity Common Stock by (2) the number of outstanding
shares of First Fidelity Common Stock. Such "book value" differs from the "book
value" of the First Fidelity Common Stock determined in accordance with
Generally Accepted Accounting Principles ("GAAP"), principally in that under
GAAP, the amount under Clause (1)(ii)(b) above, would generally be the amount of
the liquidation preferences of all classes of shares having a liquidation
preference, without regard to whether the shares of that class, such as the
First Fidelity Preferred Stock, are convertible. The resultant number is then
multiplied by the merger conversion ratio of .9 (nine/tenths).
In the event of a dissolution of Wesbanco, the liquidation of its assets, or
the winding up of its affairs, the holders of Wesbanco Preferred Stock will be
entitled to receive out of the assets of Wesbanco available for distributions to
its shareholders, before any payment or distribution is made on the Wesbanco
Common Stock or any other shares ranking junior to the Wesbanco Preferred Stock
as to liquidation, $190.00 per share, plus a sum equal to all dividends (whether
or not earned or declared) on such shares cumulated and unpaid thereon to the
date of final distribution.
If there is any merger of Wesbanco, the holders of the Wesbanco Preferred
Stock will not have voting rights if the merger does not change the terms of
such preferred stock, except as otherwise required by law. The successor
corporation, however, must agree that, upon conversion of the Wesbanco Preferred
Stock, the holders will receive the same consideration that they would have
received had they converted their shares immediately prior to the merger. The
successor corporation in the merger must give notice of any such agreement to
the holders of the Wesbanco Preferred Stock.
The remaining authorized but unissued shares of preferred stock of Wesbanco
may be issued in one or more classes or series with such preferences and voting
rights as the Board of Directors may fix in the resolution providing for the
issuance of such shares. The issuance of shares of preferred stock could affect
the relative rights of Wesbanco Common Stock. Depending upon the exact terms,
limitations and relative rights and preferences, if any, of the shares of
preferred stock as determined by the Board of Directors of Wesbanco at the time
of issuance, the holders of preferred stock may be entitled to a higher dividend
rate than that paid on the common stock, a prior claim on funds available for
the payment of dividends, a fixed preferential payment in the event of
liquidation and dissolution of the company, redemption rights, rights to convert
their preferred stock into shares of Wesbanco Common Stock, and voting rights
which would tend to dilute the voting control of the corporation by the holders
of Wesbanco Common Stock.
Stockholders of record as of the close of business on March 11, 1994, will be
entitled to vote at the stockholders meeting. Each stockholder will be entitled
to one vote for each share of common stock
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held, as shown by the records of the Corporation, at that time. Cumulative
voting, in the election of Directors, is permitted by State statute, and the
exercise of that right is not subject to any condition precedent. Each
stockholder is entitled to as many votes as shall equal the number of his shares
of common stock multiplied by the number of Directors to be elected within each
class, and he may cast all of such votes for a single Director or he may
distribute them among the number to be voted for as he may see fit.
To the best of management's knowledge, the Trust Department of Wesbanco Bank
Wheeling, Bank Plaza, Wheeling, West Virginia, 26003, is the only holder or
beneficial owner of more than 5% of the common stock of the Corporation. As of
February 11, 1994, 809,489 shares of the common stock of the Corporation,
representing 9.3% of the shares outstanding, were held in various capacities in
the Trust Department. Of these shares, the Bank does not have voting control of
463,568 shares, representing 5.3% of the shares outstanding, has partial voting
control of 12,742 shares, representing .14% of the shares outstanding, and sole
voting control of 333,179 shares, representing 3.8% of the shares outstanding.
In accordance with its general practice, shares of the common stock of the
Corporation over which the Bank has sole voting control will be voted in
accordance with the recommendations of management. Shares over which the Bank
has partial voting control will be similarly voted if the Bank has the
concurrence of the co-fiduciary or co-fiduciaries.
The following table lists each stockholder known to Wesbanco to be the
beneficial owner of more than 5% of Wesbanco's common stock as of February 11,
1994, as more fully described above:
PRINCIPAL HOLDERS
<TABLE>
<CAPTION>
NAME &
ADDRESS OF AMOUNT AND NATURE
TITLE OF BENEFICIAL OF BENEFICIAL PERCENT
CLASS OWNER OWNERSHIP OF CLASS
- ---------- ---------------------- ----------------- ----------------
<S> <C> <C> <C>
Common Wesbanco Bank
Wheeling Trust Dept.
Bank Plaza
Wheeling, WV 26003 809,489* 9.3%
</TABLE>
*Nature of beneficial ownership more fully described in text immediately
preceding table.
ELECTION OF DIRECTORS
The Board of Directors of the Corporation is divided into three classes, as
nearly equal in number as the numerical membership of the Board will permit, the
members of such classes to serve staggered terms of three years each. In
accordance with the Bylaws, the Board of Directors has determined that the Board
shall consist of twenty-seven (27) members, and has fixed the number of
Directors to be elected at the forthcoming meeting at eleven (11), nine (9) to
be elected for a term of three years expiring at the annual stockholders meeting
in 1997, and two (2) to be elected for a term of two years expiring at the
annual stockholders meeting in 1996.
Accordingly, the following persons have been nominated for election to the
Board:
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<PAGE> 5
NOMINEES
A. FOR THE THREE YEAR TERM EXPIRING AT THE ANNUAL STOCKHOLDERS MEETING IN 1997:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION(1) DIRECTOR SINCE
- ----------------------- ------- --------------------------------------- ---------------
<S> <C> <C> <C>
Frank K. Abruzzino 50 President & Chief Executive Officer, 2/28/94
FirstBank Shinnston; formerly President
of FirstBank Shinnston; owner of
private law practice until 1990
Earl C. Atkins 65 President, City Neon, Inc., a 2/28/94
commercial sign company; and Commercial
Land Developers
Michael M. Boich 66 Mining Industry 4/16/87(2)
Ray A. Byrd 49 Lawyer, Partner; Schrader, Recht, Byrd, 6/9/77
Byrum & Companion
James D. Entress 55 Oral & Maxillo-Facial Surgeon 12/20/90
Edward M. George 57 President & Chief Executive Officer, 12/2/91
Wesbanco, Inc.; Chairman of the Board,
Wesbanco Bank Wheeling; formerly
Executive Vice President-Loans,
Wesbanco, Inc; formerly
Vice-President-Commercial and Mortgage
Lending, Wesbanco, Inc.; formerly
President & CEO, Wesbanco Bank
Wheeling; formerly President & COO,
Wesbanco Bank Wheeling
Carter W. Strauss 47 President, Strauss Industries, Inc. 7/28/76
Thomas L. Thomas 67 Physician 10/16/87
William E. Witschey 62 President, Witschey's Market, Inc. 1/10/85
(Retail Food Market)
</TABLE>
(1) Principal occupation during the past five years.
(2) Attended less than 75% of the meetings of the Board.
B. FOR A TWO-YEAR TERM EXPIRING AT THE ANNUAL STOCKHOLDERS MEETING IN 1996:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION(1) DIRECTOR SINCE
- ----------------------- ------- --------------------------------------- ---------------
<S> <C> <C> <C>
Robert H. Martin 60 Vice Chairman, Wesbanco; formerly 2/28/94
Chairman of the Board, First Fidelity
Bancorp, Inc.; President, Eastland
Enterprises, Inc., a personal holding
company
Patrick L. Schulte 61 Executive Vice President-Central 2/28/94
Region, Wesbanco; formerly President &
Chief Executive Officer, First Fidelity
Bancorp, Inc.; President & Chief
Executive Officer, First National Bank
in Fairmont
</TABLE>
(1) Principal occupation during the past five years.
In the absence of instructions to the contrary, the enclosed form of proxy, if
executed and returned to the Corporation, will be voted in the manner determined
by the holder or holders thereof. Discretionary authority to cumulate votes in
the election of Directors is solicited, and unless otherwise directed, the
holder or holders of such proxies shall have the authority to cumulate votes
represented thereby and to
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<PAGE> 6
distribute the same among the nominees in such manner and numbers as such holder
or holders, in his or their discretion, may determine. This authority will be
exercised by the holder or holders of the proxies in the event that any person
or persons, other than the nominees named above, should be nominated for
election to the Board of Directors.
All of the foregoing nominees presently are serving as members of the Board.
In the event that, at any time prior to the stockholders meeting, any of the
foregoing nominees should become unavailable for election to the Board of
Directors, the shares of stock represented by the proxies will be voted for such
other nominee or nominees as the holders of the proxies, in their judgment, may
determine.
CONTINUING DIRECTORS
In addition to the foregoing nominees, the following persons presently are
serving as members of the Board of Directors:
DIRECTORS WHOSE TERM OF OFFICE WILL EXPIRE
AT THE ANNUAL STOCKHOLDERS MEETING IN 1996(1)
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION(2) DIRECTOR SINCE
- ----------------------- ------- --------------------------------------- ---------------
<S> <C> <C> <C>
Gilbert S. Bachmann 75 Lawyer; Partner, Bachmann, Hess, 7/28/76
Bachmann & Garden
H. Thomas Corrie 68 President, Atlantic Development 3/28/84
Corporation, Inc. (Real estate
development company, Charleston, WV)
John W. Kepner 61 Mortician; President, Kepner Funeral 7/28/76
Homes
John D. Kirk 76 Retired; former owner, Kirk's Furniture 7/17/92
Walter W. Knauss, Jr. 73 Former Vice President & Secretary, 3/6/75
Wesbanco, Inc. & Wesbanco Bank
Wheeling, former Assistant to the
President & Secretary, Chairman of the
Board, Wesbanco Bank Wheeling
Melvin C. Snyder, Jr. 65 Lawyer; Partner, Snyder & Snyder 12/2/91
John A. Welty 66 Secretary-Treasurer, Welty Buick, 7/28/76
Pontiac, GMC Truck, former President,
Welty Buick, Inc.
</TABLE>
(1) Two vacancies exist in this class, the Board having fixed the membership of
the class at nine. These vacancies will be filled at the forthcoming
stockholders meeting. See "Nominees," Subsection "B".
(2) Principal occupation during the past five years.
DIRECTORS WHOSE TERM OF OFFICE WILL EXPIRE
AT THE ANNUAL STOCKHOLDERS MEETING IN 1995
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION(1) DIRECTOR SINCE
- ----------------------- ------- --------------------------------------- ---------------
<S> <C> <C> <C>
James E. Altmeyer 55 President, Altmeyer Funeral Homes, Inc. 10/16/87
Charles J. Bradfield 60 President & Chief Executive Officer, 7/17/92
Wesbanco Bank Barnesville, Barnesville,
Ohio
Christopher V. Criss 38 President & Chief Executive Officer, 7/17/92
Atlas Towing Co.
Stephen F. Decker 42 President & Chief Executive Officer, 12/2/91
Wesbanco Bank Kingwood, Kingwood, WV
</TABLE>
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<PAGE> 7
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION(1) DIRECTOR SINCE
- ----------------------- ------- --------------------------------------- ---------------
<S> <C> <C> <C>
James C. Gardill 47 Chairman of the Board, Wesbanco, Inc.; 11/13/80
Lawyer; Partner, Phillips, Gardill,
Kaiser, Boos & Altmeyer
Roland L. Hobbs 61 Former President & Chairman of the 7/28/76
Board of Wesbanco, Inc., former Vice
Chairman of the Board of Wesbanco Bank
Wheeling, former President of Wesbanco,
Inc.
Eric Nelson 64 President, Nelson Enterprises 4/16/87
(Investments)
John J. Paull 71 Chairman & Treasurer, Eagle 1/19/89
Manufacturing Co.
James L. Wareham 54 Chairman of the Board, President & 12/20/90(2)
Chief Executive Officer,
Wheeling-Pittsburgh Steel Corp.; former
President and Chief Executive Officer,
Bliss-Salem, Inc.
</TABLE>
(1) Principal occupation during the past five years.
(2) Mr. Wareham also serves as a Director of Wheeling-Pittsburgh Steel Corp.
OWNERSHIP OF SECURITIES BY DIRECTORS, NOMINEES AND OFFICERS
The following table sets forth the number of shares of the Corporation's
common stock beneficially owned by the nominees, continuing directors and
officers of the Corporation as a group as of February 11, 1994. There is no
other class of voting securities issued and outstanding.
<TABLE>
<CAPTION>
NAME OF SOLE VOTING AND SHARED VOTING AND/OR
BENEFICIAL OWNER INVESTMENT AUTHORITY INVESTMENT AUTHORITY PERCENT
- ----------------------- --------------------- -------------------- ---------
<S> <C> <C> <C>
Frank K. Abruzzino 27,817 91,698(1) 1.37
James E. Altmeyer 5,040 -- *
Earl C. Atkins 16,501 5,652(2) *
Gilbert S. Bachmann 15,400 -- *
Michael M. Boich 148,352(3) -- 1.71
Charles J. Bradfield 37,752(4) -- *
Ray A. Byrd 3,312 -- *
H. Thomas Corrie 17,278 22,584(5) *
Christopher V. Criss 1,013 275,188(6) 3.18
Stephen F. Decker 6,024 -- *
James D. Entress 32,216(7) -- *
James C. Gardill 25,058(8) -- *
Edward M. George 5,558(9) -- *
Roland L. Hobbs 16,000 1,358(10) *
John W. Kepner 3,376(11) -- *
John D. Kirk 22,392(12) -- *
Walter W. Knauss, Jr. 25,000(13) -- *
Robert H. Martin 51,115(14) -- *
Eric Nelson 27,773(15) -- *
John J. Paull 8,882 15,014(16) *
Patrick L. Schulte 13,873(17) -- *
Melvin C. Snyder, Jr. 5,632(18) -- *
Carter W. Strauss 14,510(19) -- *
</TABLE>
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<TABLE>
<CAPTION>
NAME OF SOLE VOTING AND SHARED VOTING AND/OR
BENEFICIAL OWNER INVESTMENT AUTHORITY INVESTMENT AUTHORITY PERCENT
- ----------------------- --------------------- -------------------- ---------
<S> <C> <C> <C>
Thomas L. Thomas 14,664(20) 226,012(21) 3.23
James L. Wareham 345 -- *
John A. Welty 3,300(22) -- *
William E. Witschey 4,681 28,480(23) *
All Directors and
Officers as a group
(40 persons) 588,387 665,986 14.46
</TABLE>
* Beneficial ownership does not exceed one percent.
(1) Mr. Abruzzino is Trustee of a Trust which owns 91,698 shares. Mr.
Abruzzino's wife, Elizabeth Abruzzino, is the owner of an additional 404
shares. In addition, Mr. Abruzzino's children are the owners of 13,062
shares held in Trust.
(2) Mr. Atkins' grandchildren are the owners of 5,652 shares held in Trust.
(3) Mr. Boich's wife, Doris G. Boich, is the owner of an additional 5,000
shares.
(4) Mr. Bradfield's wife, Gretchen H. Bradfield, is the owner of an additional
3,850 shares.
(5) Atlantic Development Corporation, in which Mr. Corrie has a substantial
stock interest, is the owner of 22,584 additional shares.
(6) Mr. Criss is the Co-Trustee of the A. V. Criss, Sr. Trusts, which hold
275,188 shares.
(7) Dr. Entress' wife, Dr. Cheryl Entress, is the owner of an additional 7,386
shares, which are held in an IRA Custodian Account at Wesbanco Bank
Wheeling. Dr. James D. Entress' shares are held at Wesbanco Bank Wheeling
as Custodian for James D. Entress Individual Retirement Custodian Account.
(8) Includes 660 shares held by Mr. Gardill's wife, Linda T. Gardill, and 1,564
shares held in a custodian account at Wesbanco Bank Wheeling.
(9) Mr. George's wife, Sandra F. George, is the owner of an additional 100
shares.
(10) Mr. Hobbs is Co-Trustee of a Trust which holds 1,358 shares. Mr. Hobbs'
wife, Sarah F. Hobbs, is the owner of an additional 3,080 shares.
(11) Mr. Kepner's wife, Joan B. Kepner, is the owner of an additional 200
shares.
(12) Mr. Kirk's wife, Margaret V. Kirk, is the owner of an additional 3,048
shares.
(13) Mr. Knauss' wife, Mary E. Knauss, is the owner of an additional 13,200
shares.
(14) Includes 44,849 shares owned by Mt. Zion Incorporated, a corporation wholly
owned by Mr. Martin. Mr. Martin's wife, Lucille D. Martin, is the owner of
an additional 2,709 shares held in Trust.
(15) Mr. Nelson's wife, Ann P. Nelson, is the owner of an additional 3,261
shares.
(16) Eagle Manufacturing Company, of which Mr. Paull is an officer and director
and in which he has a substantial stock interest, is the owner of 8,580
shares, and 6,434 shares are held in a trust at Bank One Wheeling, in which
Mr. Paull has a one-half interest. There are an additional 12,000 shares
held in the name of Mr. Paull's wife, Nancy S. Paull, deceased.
(17) Mr. Schulte's wife, Joan T. Schulte, is the owner of an additional 2,205
shares and 244 shares held in Trust.
(18) Mr. Snyder's wife, Ann E. Snyder, is the owner of an additional 467 shares.
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<PAGE> 9
(19) Includes 1,000 shares held by Automatic Recycling, Inc. of which Mr.
Strauss is an officer and director and in which he has a substantial stock
interest. Mr. Strauss' wife, Barbara Strauss, is the owner of an additional
2,026 shares held in a custodian account at Wesbanco Bank Wheeling. In
addition, Mr. Strauss' children are the owners of an additional 805 shares
held in custodial accounts at Wesbanco Bank Wheeling.
(20) Dr. Thomas' wife, Ann F. Thomas, is the owner of an additional 2,325
shares. In addition, Dr. Thomas has a substantial stock interest in two
corporations, namely, Fath Corporation and J. T. Corporation, the owners of
an additional 1,943 shares and 11,414 shares, respectively.
(21) Dr. Thomas is President and one of five Trustees of the James B. Chambers
Memorial Association, Inc., of Wheeling, West Virginia, the owner of
223,870 shares of common stock of the Corporation. The James B. Chambers
Memorial Association, Inc. is an eleemosynary corporation which is operated
for the benefit and advancement of disadvantaged children of the greater
Wheeling area. Dr. Thomas' retirement trust, of which he shares voting and
investment powers with the Trustee, holds 2,142 shares.
(22) Mr. Welty's wife, Joyce W. Welty, is the income beneficiary of a Trust
which owns an additional 1,980 shares.
(23) Mr. Witschey's wife, Wilda Witschey, is the owner of an additional 5,349
shares; 28,480 shares are owned by Witschey's Market, Inc., in which Mr.
Witschey has a substantial stock interest.
SECTION 16(A) FILING REQUIREMENTS
Section 6(a) of the Securities Exchange Act of 1934 requires the Corporation's
officers, directors and persons who own more than 10% of a registered class of
the Corporation's equity securities, to file reports of ownership and changes in
ownership with the Securities & Exchange Commission. Officers, directors and
greater than 10% shareholders are required by SEC regulations to furnish the
Corporation with copies of all Section 16(a) forms they file.
Based solely on its review of the copies of such Forms 5 received by it, or
written representations from certain reporting persons that no Forms 5 were
required for those persons, the Corporation believes that, during the calendar
year 1993, all filing requirements applicable to its officers, directors and
greater than 10% beneficial owners were complied with.
TRANSACTIONS WITH DIRECTORS AND OFFICERS
It has been the practice of some of the subsidiary banks of the Corporation,
on occasion, to engage in the ordinary course of business in banking
transactions, which at times involved loans in excess of $60,000.00, with some
of their Officers and Directors and some of the Officers and Directors of the
Corporation and their associates. It is anticipated that that practice will be
continued. All loans to such persons, however, have been made, and in the future
will be made, in the ordinary course of business and on substantially the same
terms, including interest rates and collateral, as those prevailing at the time
for comparable transactions with other persons, and did not, and will not,
involve more than normal risk of collectibility or present other unfavorable
features. From time to time the firm of Phillips, Gardill, Kaiser, Boos &
Altmeyer of which James C. Gardill, Chairman of the Board and a Director of the
Corporation, is a partner**, the firm of Schrader, Recht, Byrd, Byrum &
Companion, of which Ray A. Byrd, Director of the Corporation, is a partner, and
the firm of Bachmann, Hess, Bachmann & Garden, of which Gilbert S. Bachmann, a
Director of the Corporation, is a partner, have rendered legal services to the
Corporation. It is contemplated that one or more of these firms will be retained
to perform legal services during the current year.
- ---------------
** Fees aggregating $240,859 were paid to the law firm of Phillips, Gardill,
Kaiser, Boos & Altmeyer for legal services rendered to the Corporation and
its banking affiliates during the year 1993.
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<PAGE> 10
COMPENSATION OF EXECUTIVE OFFICERS
The officers of the Corporation presently are serving without compensation
from Wesbanco, Inc. They are, however, compensated by Wesbanco, Inc. affiliate
banks for services rendered as officers of those corporations.
The following table sets forth the total compensation paid by Wesbanco, Inc.
affiliate banks, during the year 1993, to the five highest paid executive
officers, whose total compensation exceeded $100,000.00, together with the
benefits payable to them from the Corporation's pension plan upon retirement.
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
- -------------------------------------------------------------------------------------------------------
OTHER
ANNUAL RESTRICTED OPTIONS ALL OTHER
SALARY BONUS COMP STOCK SARS LTIP COMPENSATION
NAME AND POSITION YEAR ($) ($) (1) AWARDS (#) PAYOUTS ($)(2)
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward M. George 1993 148,000 35,000 0 0 0 0 3,103
President & Chief 1992 121,800 18,000 0 0 0 0 2,868
Executive Officer 1991 116,000 7,500 4,725 0 0 0 15,041
Paul M. Limbert 1993 110,250 18,000 0 0 0 0 2,478
EVP & Chief 1992 97,650 14,000 0 0 0 0 2,302
Financial Officer 1991 93,000 6,000 3,544 0 0 0 11,440
Dennis P. Yaeger 1993 110,250 18,000 0 0 0 0 2,478
EVP & Chief 1992 97,650 14,000 0 0 0 0 2,302
Operating Officer 1991 93,000 6,000 3,544 0 0 0 11,440
Patrick L. Schulte 1993 183,735 40,000 0 0 0 0 0
EVP Central 1992 169,380 30,000 0 0 0 0 0
Region 1991 160,197 25,000 0 0 0 0 0
Charles J.
Bradfield 1993 102,090 7,000 0 0 0 0 19,119
President 1992 95,000 5,000 0 0 0 0 19,119
Affiliate Bank 1991 77,630 12,370 0 0 0 0 12,222
</TABLE>
(1) "Other Annual Compensation" includes payments in 1991 to cover the estimated
tax liability with respect to a 1991 stock bonus.
(2) "All Other Compensation" includes the following: (i) contributions to the
Bank's ESOP Plan on behalf of each of the named executives as follows: For
Mr. George, 1993 - $3,103, 1992 - $2,868, 1991 - $2,441; for Mr. Limbert,
1993 - $2,478, 1992 - $2,302, 1991 - $1,990; for Mr. Yaeger, 1993 - $2,478,
1992 - $2,302, 1991 - $1,990; (ii) Non-cash bonus in the form of stock as
follows: For 1991, Mr. George received 800 shares with a cash value of
$12,600; Mr. Limbert received 600 shares with a cash value of $9,450; Mr.
Yaeger received 600 shares with a cash value of $9,450, (The number of
shares for the 1991 stock bonus have been adjusted because of a two for one
stock split in April, 1993), and (iii) Non-cash deferred compensation as
follows: For Mr. Bradfield, 1993 - $19,119, 1992 - $19,119, and 1991
- $12,222.
9
<PAGE> 11
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN*
AMONG WESBANCO, INC., NASDAQ STOCK MARKET (U.S.), AND NASDAQ BANKS**
<TABLE>
<CAPTION>
MEASUREMENT PERIOD WESBANCO, NASDAQ STOCK
(FISCAL YEAR COVERED) INC. MARKET NASDAQ BANKS
<S> <C> <C> <C>
1988 100.000 100.000 100.000
1989 109.796 121.244 111.154
1990 109.905 102.958 81.400
1991 127.018 165.206 133.571
1992 184.591 192.104 194.187
1993 250.715 219.214 221.319
</TABLE>
<TABLE>
<S> <C>
Assumes $100 Invested on January 1, 1989 * Total Return Assumes Reinvestment of Dividends
In WesBanco, Inc., Nasdaq Stock Market,
and Nasdaq Banks. ** Fiscal Year Ending December 31
</TABLE>
10
<PAGE> 12
PENSION PLAN BENEFITS
ESTIMATED ANNUAL BENEFITS UPON RETIREMENT TO PERSONS IN
SPECIFIED REMUNERATION AND YEARS-OF-SERVICE CLASSIFICATIONS
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------
REMUNERATION 15 20 25 30 35
- -------------- ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
85,000 21,782 29,042 36,303 43,567 50,000
95,000 24,392 32,522 40,653 48,784 50,000
105,000 27,002 36,002 45,003 50,000 50,000
120,000 30,917 41,222 50,000 50,000 50,000
130,000 33,527 44,702 50,000 50,000 50,000
140,000 36,137 48,182 50,000 50,000 50,000
150,000 38,747 50,000 50,000 50,000 50,000
175,000 45,272 50,000 50,000 50,000 50,000
200,000 50,000 50,000 50,000 50,000 50,000
225,000 50,000 50,000 50,000 50,000 50,000
</TABLE>
A Participant's compensation covered by the Bank's pension plan is the salary
reported on the Form W-2 plus Section 125 contributions made by the employee (as
reported in the Summary Compensation Table), for the 60 consecutive months out
of the last 120 consecutive months of the Participant's career for which such
average is the highest, or in the case of the Participant who has been employed
for less than 60 months, the period of his employment with the Bank. Average
compensation for named executives as of the end of the last calendar year is:
Mr. George: $137,374; Mr. Limbert: $107,756; Mr. Yaeger: $107,613; Mr.
Bradfield: $91,471. The estimated years of service for each named executive are
as follows: Mr. George: 10.583; Mr. Limbert: 16.666; Mr. Yaeger: 21.333; and Mr.
Bradfield: 37.250. Benefits shown are computed as a straight life annuity
beginning at age 65.
Mr. Schulte is covered by a separate plan, which was in effect at the time of
the merger, average compensation for the last three years was $184,165. The
years of service for Mr. Schulte are 25. The pension benefit at age 65, assuming
current pay levels and Section 415 limits, is $115,641 per year.
DESCRIPTION OF EMPLOYMENT CONTRACTS
The Corporation provides certain executive officers, including the executive
officers named in the Summary Compensation Table, with written Employment
Contracts at their respective base annual salaries. These contracts are all
substantially the same and are structured on a revolving three year term which
is annually renewable. The contracts provide for discharge for cause, and
terminate in the event of the death of the employee. If terminated by reason of
the death of the employee, or without cause, the employee or his designated
beneficiary is entitled to a severance payment equal to six months of the
employee's base salary. There are no golden parachute type provisions contained
in the contracts.
Patrick L. Schulte is covered by a separate employment contract which is also
structured on a revolving three year term which commenced on February 28, 1994.
The contract provides for a salary at an amount not less than the salary in
effect for Mr. Schulte as of February 28, 1994. The employment contract also
provides that in the event Mr. Schulte retires prior to age 65, but after age
62, he shall be entitled to one year's current salary in a lump sum or
installments. The contract contains a termination for cause provision and a
termination on death clause. In the event of the death of Mr. Schulte during the
term of the contract, Mr. Schulte's spouse would receive an amount equal to six
months of his base salary at his then current base rate.
11
<PAGE> 13
DESCRIPTION OF BONUS PLAN
Annually, the Executive Committee of the Corporation makes a determination as
to the amount and allocation among the executive officers of the Corporation of
a bonus payable to such officers. The amount and participants vary each year
based on an assessment of profitability and merit as determined by the
Committee. A total of $202,000 in cash was allocated and paid for such bonuses
for the year 1993.
COMPENSATION COMMITTEE REPORT
Members of the Compensation Committee consist of the non-salaried members of
the Executive Committee and include Messrs. Gardill, Criss, Thomas, Witschey,
Hobbs, Strauss and Bachmann.
Generally, compensation policies are determined by the annual budget process
in which overall salary adjustment ranges are established based upon a projected
annual budgeted amount for salaries. The actual increases are then allocated
based on administration of the company's salary administration program, a Hay
type system, and individual performance evaluations, which are done each year on
all employees, including executive officers. Salary increases are also adjusted
for merit increases and changes in duties and responsibilities where warranted.
The Committee also considered that executive salaries for the Corporation's
executives are somewhat lower than industry peer group averages and have been
moving closer to industry standards, subject to corporate performance.
Company performance is considered in establishing the annual budget for salary
increases, which is the initial part of the process. Projected annual income
growth and savings through consolidation are considered in establishing the
overall salary increase range. Also, Company performance factors, including net
income, return on assets and return on equity, are considered in setting annual
bonuses. The bonuses are determined on a subjective basis.
Considerations affecting Mr. George's salary and bonus for 1993 included his
elevation to the position of President and CEO effective January 1, 1993, the
positive performance of the company for 1993 in terms of return on assets and
return on equity, and his annual evaluation, which was very positive. Also the
Committee considered the recent acquisition of additional banks, the attendant
additional work load assumed, the salary structure in place in such additional
banks, and the salary structure of peer group banks.
COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION IN COMPENSATION DECISIONS
Roland L. Hobbs, a member of the Compensation Committee, formerly served as
Chairman and President of Wesbanco until June 1, 1990. He continues to serve as
a member of the Board and Executive Committee of the Corporation.
James C. Gardill, also a member of the Compensation Committee, serves as
Chairman of the Board of the Corporation, which is a non-salaried position,
though Mr. Gardill is included in annual bonus considerations of the
Compensation Committee. Mr. Gardill does not participate in the Committee's
discussion of such bonus. Mr. Gardill also is a partner in the law firm
Phillips, Gardill, Kaiser, Boos & Altmeyer, and acts as general counsel for the
Corporation. During the year 1993 fees aggregating $240,859.00 were paid to the
firm of Phillips, Gardill, Kaiser, Boos & Altmeyer for legal services rendered
to the Corporation and its banking affiliates.
WESBANCO ESOP PLAN
The Wesbanco Employee Stock Ownership Plan (the "ESOP") is a qualified
non-contributory employee stock ownership plan. It was adopted by the
Corporation on December 31, 1986, and is designed to serve as a vehicle for the
acquisition of stock ownership interests in the Corporation by eligible
employees of the Corporation and its subsidiary companies. All employees of
Wesbanco,
12
<PAGE> 14
together with all employees of the subsidiary companies which adopt the Plan,
are eligible to participate in the ESOP upon completion of a year's service. All
affiliate banks, except Bridgeport Bank, First Bank Shinnston, Central National
Bank and First National Bank in Fairmont, are participants in the Plan. It is
anticipated that these affiliates will also become participants in the Plan. The
ESOP is administered by a Committee appointed by the Board of Directors of the
Corporation.
No contributions are made to the ESOP by the employees. All contributions are
made by the Corporation, and the amount thereof is determined annually by the
Board of Directors of the Corporation. The Trustee of the ESOP Trust is
authorized to borrow funds upon terms and conditions not inconsistent with
Section 4975 of the Internal Revenue Code and the regulations thereunder, for
the purpose of purchasing stock of the Corporation, from the Corporation or any
shareholder. In the event that such a loan is obtained, the employer
contributions must be made in an amount sufficient to amortize the loan.
Otherwise, employer contributions may be paid in the form of cash or shares.
At the present time, the Trust holds 85,911 shares of Wesbanco common stock.
The ESOP Trustee borrowed $559,725.00 from an unaffiliated financial institution
on October 2, 1992, to be amortized over a five year period at an interest rate
equal to the lender's base rate. Wesbanco is required to make annual payments to
principal equal to 20% of the January 1st balance each year. The proceeds of
that loan were used to purchase 28,800 shares of employer's securities at
$21.751. per share in block transactions on October 2, 1992. An additional
$422,000.00 was borrowed on March 29, 1993, to purchase 16,000 shares of
Wesbanco Common Stock at $26.381. per share. The outstanding balance of this
loan as of December 31, 1993, was $756,725,000. The ESOP Trust pledged the
shares of employer's securities purchased with the proceeds of the loan as
security for the loan. Wesbanco guaranteed the loan issuing a contribution
commitment letter. As such securities are allocated to the accounts of
participating employees, and the loan balance paid down, they will be released
by the secured party.
Employer securities purchased with the proceeds of the loan are placed in a
suspense account and released, prorata, from such suspense account under a
formula which considers the amount of principal and interest paid for a given
period over the amount of principal and interest anticipated to be paid for that
period and all future periods. Shares released from the suspense account,
employer contributions, if any, and forfeitures are each allocated, prorata,
subject to limits imposed by the Code, to the accounts of individual
participants under a format which considers the amount of the participant's
compensation over the aggregate compensation of all participants.
Participants become vested in their accounts upon retirement, death or
disability or upon completion of five years of service from and after December
31, 1986, or, with respect to affiliate banks, five years from the date of
acquisition. Distributions upon retirement, death or disability are normally
made in the form of substantially equal annual installments over a period of 10
years commencing as soon as practicable after such retirement, death or
disability. Distributions upon other separation from service are normally made
in the form of installments commencing upon the earlier of the date the former
employee attains age 65, his or her death or after a one year break in service.
With the consent of the Committee, distributions may be made in the form of a
lump sum. Participants may demand distributions in the form of whole shares of
employer securities. If demand is not timely made, however, distributions may be
made in cash.
The assets of the ESOP Trust will be invested and accounted for primarily in
shares of employer securities. However, from time to time, the ESOP Trustee may
hold assets in other forms, either (i) as required for the proper administration
of the ESOP or (ii) as directed by participants as set forth in Section
401(a)(28) of the Code.
During the year 1993, Wesbanco contributed a total of $245,200.00 to the ESOP
on behalf of its employees.
- ---------------
1. The price of shares was adjusted for the two for one stock split on April 22,
1993.
13
<PAGE> 15
The following table sets forth, with respect to those persons named in the
Compensation Table, and for all executive officers as a group, the number of
shares of the Corporation's common stock allocated to such individuals during
1993:
<TABLE>
<CAPTION>
VALUE OF
NAME SHARES ALLOCATED ALLOCATED SHARES
-------------------------------- ----------------- -----------------
<S> <C> <C>
Edward M. George 189 $ 4,188.24
Paul M. Limbert 137 3,035.92
Dennis P. Yaeger 136 3,013.76
Patrick L. Schulte None None
Charles J. Bradfield 102 2,260.32
Officers of the Corporation
(16 persons) as a group 2,449 $ 54,269.84
</TABLE>
MEETINGS OF BOARD OF DIRECTORS AND
COMMITTEES AND COMPENSATION OF MEMBERS
The Board of Directors of the Corporation meets bimonthly, and the Executive
Committee of the Corporation meets monthly. Fees paid for attendance at Board
meetings and meetings of the Executive Committee are $300.00 and $250.00,
respectively. Beginning April 1, 1993, the Directors receive an annual fee of
$2,000.00 payable quarterly at the rate of $500 per quarter. During 1993, the
Board of Directors of the Corporation held six meetings. Directors of the
Corporation are paid a fee of $150.00 for attendance at meetings of special
committees of the Corporation. Fees in the total amount of $71,350.00 were paid
to Directors for attendance at meetings of the Board of Directors of the
Corporation and at meetings of all Committees of the Corporation during the year
1993. In addition, fees in the aggregate amount of $21,350.00 were credited to
the accounts of those Directors who have elected to participate in the Directors
Deferred Compensation Plan of the Corporation, pursuant to which payment of fees
for attendance at meetings of the Board of Directors and committees established
by the Board may be deferred until following the termination of Board
membership.
The Corporation does have a standing Compensation Committee. The members of
the Corporation's Compensation Committee include James C. Gardill, Roland L.
Hobbs, Gilbert S. Bachmann, Carter W. Strauss, Thomas L. Thomas, Christopher V.
Criss and William E. Witschey. The Corporation does have a standing Nominating
Committee. Members of the Corporation's Nominating Committee are Roland L.
Hobbs, James C. Gardill, Thomas L. Thomas and Eric Nelson.
The Corporation does have an Audit Committee the members of which in 1993 were
Carter W. Strauss, Chairman, Ray A. Byrd, D. Duane Cummins, James D. Entress and
Thomas M. Hazlett. The principal functions of the Audit Committee are to confer
with the independent accountant and the Internal Auditor of the Corporation and
the affiliate banks, and to review and assess the interim and year-end audit
reports and the reports of the examinations made by the Federal and State Bank
Examiners and other regulatory authorities. The Committee had five meetings
during 1993. All meetings were attended by representatives of Price Waterhouse,
the independent accountant, and all of the meetings were attended by the
Internal Auditor, for the Corporation and its affiliate banks. These meetings
were devoted, for the most part, to reviewing and discussing the reports and
recommendations of Price Waterhouse concerning the interim and year-end audits,
and the reports of the Internal Auditor concerning the results of the
examinations and the accounting controls and procedures followed by the Internal
Audit Department. Various other matters pertaining to the business and
operations of the Corporation received attention by the Committee throughout the
year, including the scope of the audits, review of nonperforming credits,
consideration of financial statements, internal control procedures, loan
policies and loan loss reserves.
14
<PAGE> 16
STOCKHOLDERS INTENDING TO NOMINATE CANDIDATES FOR
ELECTION TO BOARD OF DIRECTORS MUST GIVE NOTICE TO CORPORATION
Under Section 2 of Article III of the bylaws of the Corporation, any
stockholder who intends to nominate, or cause to have nominated, a candidate for
election to the Board of Directors (other than any candidate proposed by the
Board of Directors) shall so notify the Secretary of the Corporation in writing
not less than thirty (30) days prior to the date of any meeting of the
stockholders at which Directors are to be elected, or five (5) days after the
giving of notice of such meeting, whichever is later. Only candidates nominated
in accordance with this section, other than candidates nominated by the Board of
Directors, shall be eligible for election to the Board of Directors.
PROPOSALS OF STOCKHOLDERS FOR PRESENTATION
AT NEXT YEAR'S ANNUAL MEETING TO BE HELD
APRIL 19, 1995
Proposals which stockholders intend to present at next year's annual meeting,
to be held on Wednesday, April 19, 1995, will be eligible for inclusion in the
Corporation's proxy material for that meeting if they are submitted to the
Corporation in writing not later than December 21, 1994. A proponent may submit
only one proposal. At the time of the submission of a proposal, a stockholder
also may submit a written statement in support thereof for inclusion in the
proxy statement for the meeting, if requested by the proponent; provided,
however, that a proposal and its supporting statement in the aggregate shall not
exceed 500 words.
PROPOSED AMENDMENT TO BYLAWS
INCREASE IN AUTHORIZED NUMBER OF DIRECTORS
Article VII of the Articles of Incorporation for Wesbanco requires that the
Directors of the corporation be divided into three classes with each class to be
elected for a three year term. This provision has been codified in the Bylaws of
the corporation in Section 2 of Article III of the Bylaws which requires that
the Board of Directors shall be divided into three classes, as nearly equal in
number as the total number of directors to be elected at each annual meeting.
Section 1 of Article III of the Bylaws presently provides that the total number
of directors shall consist of not less than 15 nor more than 27 members, as the
Board of Directors, by resolution duly adopted, shall determine.
These provisions of the Articles of Incorporation and Bylaws are governed by
two super majority provisions, namely, Article VIII of the Articles of
Incorporation and Article X of the Bylaws. Each of these sections requires that,
in order for the above recited provisions to be amended, the affirmative vote of
the holders of not less than 75% of the outstanding shares of the voting stock
of the corporation are required to effect amendments.
In conjunction with the recent acquisition of First Fidelity Bancorp, Inc.,
the provision limiting the number of directors of the corporation was increased
from 26 to 27 by amendment duly adopted by the shareholders at the special
meeting of shareholders held on February 16, 1994. It is anticipated by the
directors of the corporation that one or more additional acquisitions could be
considered which would create the necessity for additional representation on the
Board of Directors of Wesbanco. In order to facilitate such additional
acquisitions and to provide room, within the framework of the Bylaws for
additional directors until the age limitation provisions of the Bylaws begin to
provide some attrition in the number of directors, the Board of Directors has
recommended to the shareholders an amendment in Section 1 of Article III of the
Bylaws which would increase the authorized number of directors to 35. The
current provision provides for the number of directors to be not less than 15
nor more than 27 members. As amended, the Bylaws would provide for a number of
directors of not less than 15 nor more than 35 members to be determined each
year by resolution of the Board of Directors. All other provisions of both the
Articles of Incorporation and Bylaws, including the super majority provision and
classification of directors, would remain the same.
15
<PAGE> 17
INDEPENDENT ACCOUNTANT
The Board of Directors has retained Price Waterhouse to serve as the
Corporation's independent accountant for the current year. Price Waterhouse also
served as such accountant for the Corporation and all affiliates for the year
1993. The services rendered by Price Waterhouse during the year 1993 consisted
of auditing and tax services primarily, and involved the Corporation's
acquisition program as well as the examination of the financial statements and
reports of the Corporation and its subsidiary banks. It is expected that a
representative of the accounting firm will be present at the stockholders
meeting. Such representative will have the opportunity to make a statement if
such representative desires to do so, and will be available to respond to
appropriate questions from the stockholders who are present.
MATTERS TO BE CONSIDERED AT THE MEETING
The management has no knowledge of any matters, other than those referred to
above, which will be presented for consideration and action at the meeting. As
set forth in the Notice of the meeting, however, the stockholders will have the
right to consider and act upon such other matters as properly may come before
the meeting, and the enclosed form of proxy confers, upon the holders thereof,
discretionary authority to vote with respect to such matters. Accordingly, if
any such matters are presented, the holders of the proxies will vote the shares
of stock represented thereby in accordance with their best judgment.
By order of the Board of Directors.
JAMES C. GARDILL
CHAIRMAN OF THE BOARD
WHEELING, WEST VIRGINIA
MARCH 29, 1994
16
<PAGE> 18
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 20, 1994
The undersigned hereby constitutes and appoints Carter W. Strauss, Thomas L.
Thomas and John A. Welty, or any one of them, attorneys and proxies, with full
power of substitution, to represent the undersigned at the annual meeting of the
stockholders of Wesbanco, Inc., to be held at Wilson Lodge, Oglebay Park,
Wheeling, West Virginia, 26003, on Wednesday, April 20, 1994, at 4:00 p.m., and
at any adjournment or adjournments thereof, with full powers then possessed by
the undersigned, and to vote, at that meeting, or any adjournment or
adjournments thereof, all shares of stock which the undersigned would be
entitled to vote if personally present, as follows:
(1) For the election to the Board of Directors, except as otherwise specified
below, of the following nominees, or any one or more of them:
A. For a term of three years expiring at the annual stockholders
meeting in 1997:
<TABLE>
<S> <C>
Frank K. Abruzzino Earl C. Atkins
Michael M. Boich Ray A. Byrd
James D. Entress Edward M. George
Carter W. Strauss Thomas L. Thomas
William E. Witschey
</TABLE>
B. For a term of two years expiring at the annual stockholders meeting
in 1996:
<TABLE>
<S> <C>
Robert H. Martin Patrick L. Schulte
</TABLE>
with full authority to cumulate the votes represented by such shares and to
distribute the same among the nominees in such manner and number as said
attorneys and proxies, in their discretion, may determine.
(2) Proposed amendment to the Bylaws of the Corporation, as set forth in the
Proxy Statement, for the purpose of increasing the number of members to serve on
the Board of Directors of the Corporation to 35.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
(3) In accordance with the judgment of the said attorneys and proxies upon
such other matters as may be presented for consideration and action.
_________________________________ (SEAL)
_________________________________ (SEAL)
April , 1994.
(Please sign exactly as your name(s) appears hereon. When signing as Attorney,
Executor, Administrator, Trustee, Guardian, etc., give full title as such. If
you are signing for someone else, you must send documentation with this Proxy,
certifying your authority to sign. If stock is jointly owned, each joint owner
should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF THE NOMINEES LISTED ABOVE MAY BE
WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE.
