(PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number 0-8467
WESBANCO, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
West Virginia 55-0571723
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1 Bank Plaza, Wheeling, WV 26003
(Address of principal executive offices) (Zip Code)
</TABLE>
304-234-9000
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or, for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date. Outstanding at
April 29, 1994, 8,672,280 shares.
1 of 26
<PAGE> 2
PART 1 - FINANCIAL INFORMATION
- - ------------------------------
Unaudited consolidated Balance Sheets at March 31, 1994 and
December 31, 1993, Consolidated Statements of Income, Consolidated
Statements of Changes in Shareholders' Equity and Consolidated Statements
of Cash Flows for the three months ended March 31, 1994 and 1993 are set
forth on the following pages. All previously presented financial
information has been restated to include First Fidelity Bancorp, Inc.
For further information see Footnote 5. In the opinion of management of
the Registrant, all adjustments, consisting of normal recurring accruals,
necessary for a fair presentation of the financial information referred
to above for such periods, have been made. The results of operations for
the three months ended March 31, 1994 are not necessarily indicative of
what results will be for the entire year. For further information, refer
to the Annual Report to Shareholders which includes consolidated
financial statements and footnotes thereto and WesBanco, Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1993.
Earnings per share was computed by dividing net income, less
preferred stock dividends and accretion, by the weighted average
number of common shares outstanding during the period. Preferred stock
dividends are cumulative and are payable quarterly at an annual rate of
$15.20 per share. Conversion of the preferred stock to common stock, in
accordance with the conversion requirements, would increase outstanding
common shares by approximately 114,300 shares. The fully dilutive effect
of preferred stock is less than 3%.
2
<PAGE>
<PAGE> 3
WESBANCO, INC.
CONSOLIDATED BALANCE SHEET
(Unaudited)
(dollars in thousands)
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
----------- ------------
<S> <C> <C>
ASSETS
Cash and due from banks $ 44,077 $ 47,306
Due from banks - interest bearing 297 297
Federal funds sold 27,823 29,349
Investment securities (Note 1) 502,649 492,667
Loans-net (Notes 2 and 3) 729,460 734,298
Bank premises and equipment - net 22,257 22,453
Accrued interest receivable 12,479 12,020
Other assets 9,058 8,432
---------- ----------
TOTAL ASSETS $1,348,100 $1,346,822
---------- ----------
LIABILITIES
Deposits:
Non-interest bearing demand $ 116,393 $ 121,390
Interest bearing demand 279,059 277,756
Savings deposits 324,037 317,496
Certificates of deposit 395,438 396,962
Total deposits 1,114,927 1,113,604
Federal funds purchased and repurchase
agreements 49,977 51,226
Short-term borrowings 5,919 10,454
Dividends payable 1,821 1,316
Accrued interest payable 4,596 5,452
Other liabilities 8,090 5,413
---------- ----------
TOTAL LIABILITIES 1,185,330 1,187,465
---------- ----------
Redeemable Preferred Stock (Series A, 8%
Cumulative, $1.25 par value, 10,000
shares issued and outstanding) 1,849 1,841
SHAREHOLDERS' EQUITY (NOTE 5)
Preferred stock, no par value, 1,000,000
shares authorized; none outstanding --- ---
Common stock, $2.0833 par value;
25,000,000 shares authorized;
8,682,103 shares issued 18,087 18,170
Capital surplus 26,984 27,910
Capital reserves 2,139 2,139
Unrealized net gains on investments
available for sale - net of tax effect 632 ---
Retained earnings 114,147 111,378
Less: Treasury stock at cost (9,878
and 49,960 shares, respectively) (311) (1,324)
---------- ----------
161,678 158,273
Deferred employee benefit related to ESOP (757) (757)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY 160,921 157,516
---------- ----------
TOTAL LIABILITIES, REDEEMABLE
PREFERRED STOCK AND SHAREHOLDERS'
EQUITY $1,348,100 $1,346,822
---------- ----------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
3
<PAGE>
<PAGE> 4
CONSOLIDATED STATEMENT OF INCOME
(Unaudited)
(in thousands, except share and per share amounts)
<TABLE>
<CAPTION>
For the three months
ended March 31,
-----------------------------
1994 1993
---------- ----------
<S> <C> <C>
INTEREST INCOME:
Interest and fees on loans $ 15,238 $ 15,790
Interest on investment securities 7,068 8,014
Other interest income 251 194
---------- ----------
Total interest income 22,557 23,998
---------- ----------
INTEREST EXPENSE:
Interest on deposits 8,251 9,871
Interest on other borrowings 433 456
---------- ----------
Total interest expense 8,684 10,327
---------- ----------
NET INTEREST INCOME 13,873 13,671
Provision for possible loan losses 706 777
---------- ----------
NET INTEREST INCOME AFTER PROVISION
FOR POSSIBLE LOAN LOSSES 13,167 12,894
---------- ----------
OTHER INCOME:
Trust fees 1,257 1,158
Service charges and other income 1,465 1,415
Net securities transaction gains 143 71
---------- ----------
Total other income 2,865 2,644
---------- ----------
OTHER EXPENSES:
Salaries, wages and fringe benefits 5,176 5,018
Premises and equipment - net 1,174 1,118
Other operating 3,165 3,050
---------- ----------
Total other expenses 9,515 9,186
---------- ----------
Income before provision for income taxes 6,517 6,352
Provision for income taxes (Note 4) 1,881 1,834
---------- ----------
NET INCOME $ 4,636 $ 4,518
---------- ----------
Preferred stock dividends and discount
accretion $ 46 $ 46
---------- ----------
Net income available to common
shareholders $ 4,590 $ 4,472
---------- ----------
Earnings per share of common stock $ .53 $ .52
---------- ----------
Average outstanding shares of common
stock 8,645,934 8,667,143
---------- ----------
Dividends declared per share of common
stock $ .21 $ .1925
---------- ----------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
4
<PAGE>
<PAGE> 5
WESBANCO, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Unaudited)
(in thousands)
<TABLE>
<CAPTION>
For the three months ended
March 31,
---------------------------
1994 1993
-------- --------
<S> <C> <C>
Total Shareholders' Equity
Balance, beginning of period $157,516 $147,452
-------- --------
Net Income 4,636 4,518
Cash dividends:
Common (1,821) (1,273)
Preferred (38) ---
Common dividends by pooled banks
prior to acquisition --- (301)
Preferred dividends by pooled
banks prior to acquisition --- (38)
Common stock issued through a dividend
reinvestment plan by pooled banks
prior to acquisition --- 59
Accretion of preferred stock (8) (8)
Net sale (purchase) of treasury shares 4 (8)
Retirement of treasury stock 1,009 ---
Change in common stock due to treasury
stock retirement (83) ---
Change in paid in surplus - common
stock due to treasury stock retirement (926) ---
Change in deferred ESOP benefit --- (422)
Unrealized net gains on invest-
ments available for sale-net of tax
effect 632 ---
-------- --------
Net change in Shareholders' Equity 3,405 2,527
-------- --------
Total Shareholders' Equity
Balance, end of period $160,921 $149,979
-------- --------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
5
<PAGE>
<PAGE> 6
WESBANCO, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited) (in thousands)
<TABLE>
<CAPTION>
For the three months ended
March 31,
--------------------------
1994 1993
------- -------
<S> <C> <C>
Cash flows from operating activities:
Net income $ 4,636 $ 4,518
Adjustments to reconcile net income to
net cash provided by operating
activities:
Depreciation 494 459
Provision for possible loan losses 706 777
Investment amortization - net 1,385 1,326
Net accretion of loan discounts (11) (11)
Net amortization of other assets 10 14
Gain on sales of investment securities (143) (71)
Deferred income taxes (136) 207
Other - net --- (425)
Increase or decrease in assets and
liabilities:
Interest receivable (459) (478)
Other assets (380) (1,202)
Interest payable (856) (655)
Other liabilities 2,141 1,899
------- -------
Net cash provided by operating activities 7,387 6,358
------- -------
Investing Activities:
Investment securities held to maturity:
Payments for purchases (39,684) (31,211)
Proceeds from sales --- 3,070
Proceeds from maturities and calls 9,774 16,742
Investment securities available for sale:
Payments for purchases (24,326) (4,551)
Proceeds from sales 16,535 2,377
Proceeds from maturities, calls
and prepayments 27,525 10,703
Net (increase) decrease in loans 4,143 (6,307)
Purchases of premises and equipment-net (298) (692)
------- -------
Net cash used by investing activities (6,331) (9,869)
------- -------
Financing activities:
Net decrease in certificates of deposit (1,524) (6,301)
Net increase in demand and savings accounts 2,847 9,324
Increase (decrease) in federal funds
purchased and repurchase agreements (1,249) 1,878
Proceeds from ESOP related borrowings --- 422
Decrease in short-term borrowings (4,535) (404)
Dividends paid (1,354) (1,437)
Other 2 8
------- -------
Net cash provided (used) by financing activities (5,813) 3,490
------- -------
Net decrease in cash and cash equivalents (4,757) (21)
Cash and cash equivalents at beginning of year 76,656 74,029
------- -------
Cash and cash equivalents at end of period $71,899 $74,008
------- -------
</TABLE>
For the three months ended March 31, 1994 and 1993, WesBanco paid $9,540 and
$10,983 in interest on deposits and other borrowings and $130 and $160 for
income taxes, respectively.
As of March 31, 1994 and 1993, the net change in in-substance foreclosure
loans resulted in a decrease of $751 and $169, respectively. In an
unrelated noncash transaction, the Corporation retired 40,000 shares of
Treasury Stock.
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
6
<PAGE>
<PAGE> 7
WESBANCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(in thousands)
NOTE 1 - INVESTMENT SECURITIES
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
--------- ------------
<S> <C> <C>
Securities:
Investments Held to Maturity (at cost):
U.S. Treasury and Federal
Agency Securities $126,592 $274,962
Obligations of States and
political subdivisions 126,363 121,757
Mortgage-backed securities --- 11,104
Other securities 1,809 1,721
Investments Available for Sale (March 31, 1994,
at market, December 31, 1993, at lower
of cost or market):
U.S. Treasuries and Federal
Agency Securities 235,367 74,808
Mortgage-backed securities 10,186 ---
Other securities 2,332 8,315
-------- --------
Total $502,649 $492,667
-------- --------
</TABLE>
As of January 1, 1994, the Corporation adopted FAS No. 115, "Accounting
for Certain Investment in Debt and Equity Securities." Prior to the
adoption of FAS No. 115, management's classification of available for sale
included: U.S. Treasury and Agencies debt securities with a call or maturity
of one year or less, corporate securities and marketable equity securities.
With the adoption of FAS No. 115, management has changed its classification
of investment securities available for sale to include Treasury and Agencies
purchased with final maturities extending beyond three years, corporate
securities, mortgage-backed securities and marketable equity securities.
The market value adjustment as of January 1, 1994, was to increase
investments by $5,259,000 and increase shareholders' equity by $3,182,000
after the tax effect of $(2,077,000). The net market value adjustment was
$632,000 at March 31, 1994. Certain investment classifications in prior
periods of the statement of cash flows have been reclassified to conform with
current presentation.
Certain securities in prior periods have been reclassified from the
U.S. Treasury and Federal Agency Securities to the mortgage-backed
securities category.
7
<PAGE>
<PAGE> 8
NOTE 2 - LOANS:
- - ---------------
<TABLE>
<CAPTION>
March 31, December 31,
1994 1993
--------- ------------
<S> <C> <C>
Loans:
Commercial $163,214 $161,102
Real Estate-Construction 19,929 21,181
Real Estate-Mortgage 344,437 342,173
Installment 220,954 228,906
-------- --------
748,534 753,362
-------- --------
Deduct:
Unearned income (7,078) (7,213)
Reserve for possible loan losses
(Note 3) (11,996) (11,851)
-------- --------
(19,074) (19,064)
-------- --------
$729,460 $734,298
-------- --------
</TABLE>
NOTE 3 - RESERVE FOR POSSIBLE LOAN LOSSES:
- - ------------------------------------------
<TABLE>
<CAPTION>
For the three months
ended March 31,
--------------------
1994 1993
------- -------
<S> <C> <C>
Balance at beginning of period $11,851 $10,638
Recoveries credited to reserve 176 213
Provision for loan losses 706 777
Losses charged to reserve (737) (793)
------- -------
Balance at end of period $11,996 $10,835
------- -------
</TABLE>
NOTE 4 - INCOME TAXES
A reconciliation of the average federal statutory tax rate to the
reported effective tax rate attributable to income from operations follows:
<TABLE>
<CAPTION>
For the three months
ended March 31,
---------------------------
1994 1993
------------ ------------
<S> <C> <C> <C> <C>
Federal statutory tax rate $2,281 35% $2,160 34%
Tax-exempt interest income from
securities of states and
political subdivisions (588) (9) (546) (9)
State income tax - net of
federal tax effect 175 3 181 3
All other - net 13 0 39 1
------------ ------------
Effective tax rates $1,881 29% $1,834 29%
------------ ------------
</TABLE>
8
<PAGE>
<PAGE> 9
NOTE 5 - COMPLETED MERGER
- - -------------------------
On February 28, 1994, the Corporation acquired First Fidelity Bancorp,
Inc., with assets totaling approximately $309,911,000, in a transaction
accounted for as a pooling-of-interests. In connection with this
transaction, the Corporation issued 2,053,815 shares of common stock and
10,000 shares of redeemable preferred stock. The consolidated financial
statements for the three months ended March 31, 1994 and 1993 and as of
March 31, 1994 and December 31, 1993 include the accounts of First Fidelity
Bancorp, Inc. for all periods and dates presented.
The following supplemental information reflects the separate results
of the combined entities for the periods prior to the acquisition: (in
thousands, except per share amounts)
<TABLE>
<CAPTION>
For the three months ended
March 31, 1993
-----------------------------------
First
As Fidelity
Previously Bancorp,
Presented Inc. Consolidated
---------- -------- ------------
<S> <C> <C> <C>
Net interest income $10,274 $3,397 $13,671
Net income 3,635 883 4,518
Earnings per
common share .55 .36 .52
</TABLE>
9
<PAGE>
<PAGE> 10
MANAGEMENTS'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
- - ---------------------------------------------------------------------------
OPERATIONS
- - ----------
Comparison of the three months ended March 31, 1994 and 1993
- - ------------------------------------------------------------
Net income for the three months ended March 31, 1994 was $4,636,000,
a 3% increase over the same period in 1993. Earnings per share of common
stock for the three months ended March 31, 1994 and 1993 were $.53 and $.52
respectively. Net income increased slightly due to increases in net
interest income and trust fees for the three months ended March 31, 1994 as
compared to the same period during 1993.
Return on average assets (ROA) was 1.38% for the three months ended
March 31, 1994 and 1993. Return on average equity (ROE) was 11.65%
compared to 12.15% for the three months ended March 31, 1994 and 1993,
respectively.
Current period loan and deposit interest rates are generally the same
as levels noted in the previous comparative period. During the first three
months of 1994, most banks' primary lending rates were between 6.0% and
6.25% and the rates for the first three months of 1993 were at 6.0%. The
continued repricing of interest earning assets causes the average yield on
WesBanco's interest earning assets to decrease to 7.2% during the first
three months of 1994 from 7.8% during the first three months of 1993.
Decreases in deposit rates paid on interest bearing liabilities caused a
decrease in average rates paid to 3.3% during the first three months of 1994
from 4.0% during the first three months of 1993. Net tax equivalent
interest income expressed as a percentage of average earning assets remained
at 4.7% for the three months ended March 31, 1994 and 1993.
Total interest income decreased $1,441,000 or 6% between the three
month periods ended March 31, 1994 and 1993. Interest and fees on loans
decreased $552,000 or 3% primarily due to the decrease in the average rates
earned on loans outstanding partially offset by an increase in the average
balance of loans outstanding. Average rates earned on loans decreased by
approximately .7%. Average balances of loans increased due to consumers
refinancing residential mortgage loans throughout 1993 to take advantage of
lower interest rates. Interest on investments in U.S. Treasury and Agencies
10
<PAGE> 11
decreased $839,000 or 14%. The decline was due to a decrease in the average
yield of .7% along with a decrease in the average outstanding balance of
approximately $12,792,000 between the three months ending March 31, 1994 and
1993. Interest earned on investments in states and political subdivisions
increased $102,000 or 6%. Increases in the average balance of this type of
investment, approximating $17,565,000 were offset by a decrease in the
average yield of approximately .6%. Other interest income, primarily
interest on federal funds sold, increased $57,000 or 29%. Increases in the
average outstanding balance of approximately $5,432,000 along with an
increase in the average yield of approximately .2% caused the increase.
Total interest expense decreased $1,643,000 or 16% between the three
month period ended March 31, 1994 and 1993. Average rates paid on all
deposits decreased by approximately .7% offset by an increase in average
total deposit volumes of approximately $9,627,000 between the periods ended
March 31, 1994 and 1993. The growth in the average total deposit volumes
has been slow due to the lack of general economic growth, competition from
nonbank products and the lower interest rates being offered. Interest
expense on interest-bearing demand deposits decreased $343,000 or 16%
primarily due to the decrease in the average rates paid by .7% partially
offset by the increase in the average balances. The interest rate paid on
NOW and Money Market accounts was 2.50% during the first quarter 1994 down
from 3.25% during the first quarter 1993. Traditional savings account
interest expense decreased $413,000 or 16% due to the decrease in the
average rate paid of approximately .8% offset by an increase in the average
balance outstanding of approximately $22,548,000. The interest rate paid
on traditional savings accounts decreased to 2.75% during the first quarter
1994 from 3.5% during the first quarter of 1993. Certificates of deposit
interest expense decreased $864,000 or 17%. The average outstanding
balances decreased by $25,335,000 due to declining rates offered on
certificates of deposit during 1993 and into 1994 in relation to other
deposit products. Due to the deposit rate environment, the interest rate
11
<PAGE> 12
differential between certificates of deposit and passbook savings provides
limited incentive for customers to reinvest in term accounts. Average rates
paid on certificates of deposit decreased approximately .6% due to the
decline in rates paid on new and rollover deposits. Interest on other
borrowings, which primarily includes repurchase agreements, decreased
$23,000 or 5% primarily due to the decrease in average rates paid of .4%
offset by an increase in the average balances outstanding. Rates paid on
repurchase agreements closely follow rates earned in the federal funds
market.
Other income increased $221,000 or 8%. Trust fee income increased
$99,000 primarily due to the number of new trust accounts and increases in
estate settlement fees during the first three months of 1994. Trust assets
remain in excess of $1 billion as of March 31, 1994. Service charges and
other income increased $50,000 between the three months ended March 31, 1994
and 1993. Service charges and other income increased due to the growth in
the number of deposit accounts and the increase in the fees associated with
deposit accounts. Net securities transaction gains increased $72,000
between the three months ended March 31, 1994 and 1993.
Total other expenses increased $329,000 or 4%. Salary expense
increased $158,000 due to normal salary adjustments, increased payroll
taxes, increased cost of health insurance and the increase in the number of
full time equivalent employees to 777 at March 31, 1994 from 760 at
March 31, 1993. Other operating expenses increased $115,000 or 4% partially
due to the increase in marketing expenses of approximately $69,000
associated with an image and product advertising campaign.
The provision for loan losses decreased due to the decline in loans
outstanding and due to management's evaluation of the loan portfolio in
the current business environment. Net charge-offs decreased to $561,000
as of March 31, 1994 from $580,000 as of March 31,1993. The reserve for
possible loan loss was 1.62% of total loans as of March 31, 1994 and
1.59% as of December 31, 1993. Nonaccrual loans, renegotiated loans,
12
<PAGE> 13
in-substance foreclosures and other real estate owned increased by
$1,412,000 between March 31, 1994 and December 31, 1993. Total nonaccrual
and renegotiated loans, in-substance foreclosures and other real estate
owned totaled $12,463,000 or 1.7% of loans as of March 31, 1994 as compared
to $12,035,000 or 1.6% as of December 31, 1993. The level of non-performing
assets continues to be a result of the depressed commercial real estate
market and the lack of industrial growth in the primary market area.
Loans past due 90 days or more have decreased to $1,725,000 or .2% of
total loans as of March 31, 1994 from $2,550,000 or .3% of total loans as
of December 31, 1993. Many commercial loans are in the form of demand notes
and a number of these loans do not require principal payments so that past
due classifications might not be indicative of repayment risks.
FAS No. 114, "Accounting by Creditors for Impairment of a Loan," is
effective for periods beginning after December 15, 1994, and management is
unable to determine the effect of adopting FAS No. 114 at this time.
Lending by WesBanco banks is guided by lending policies which allow for
various types of lending. Normal lending practices do not include the
acquisition of high yield non-investment grade loans or "highly leveraged
transactions" ("HLT") from out of the primary market areas as described by
uniform interagency definition of an "HLT" for supervisory purposes, jointly
issued by the Federal Reserve Bank, the Comptroller of Currency and the
Federal Deposit Insurance Corporation.
PART II - OTHER INFORMATION
- - ---------------------------
Item 1 - Not Applicable
- - -----------------------
Item 2 - Changes in the Rights of the Company's Security Holders
- - ----------------------------------------------------------------
On February 28, 1994, the Registrant issued a total of 2,094,737 common
shares and 10,000 shares of redeemable preferred stock with respect to the
acquisition of First Fidelity Bancorp, Inc. The acquisition was effected
through an exchange of stock and is further described in Registration
Statement No. 33-72228, which is incorporated herein by reference.
Item 3 - Not Applicable
- - -----------------------
13
<PAGE> 14
Item 4 - Results of Votes of Security Holders
- - ---------------------------------------------
On February 16, 1994, a special meeting of shareholders was held. At
that meeting, shareholders approved by a vote of 5,033,463 for, 14,882
against and 48,319 abstentions, the authorization of issuing up to 2,221,304
shares of common stock, par value $2.0833 per share, of WesBanco common
stock and 10,000 shares of WesBanco 8% cumulative redeemable preferred stock
in exchange for all the outstanding common stock and preferred stock of
First Fidelity Bancorp, Inc. to effect the merger between WesBanco and First
Fidelity Bancorp, Inc. No business other than described in the January 11,
1994, joint proxy statement/prospectus came before the meeting.
On April 20, 1994, the Annual Meeting of the shareholders of WesBanco,
Inc. was held. All nominees for directors listed in the proxy statement
dated March 29, 1994, were elected. There was no solicitation in opposition
to management's nominees as listed in the proxy statement.
At the same shareholders' meeting, the shareholders approved an
amendment to the Bylaws of the Corporation for the purpose of increasing the
authorized number of members to serve on the Board of Directors to thirty-
five. The amendment was passed by a vote of 6,595,662 for, 197,115 against
and 149,557 abstentions. No business other than described in the proxy
statement dated March 29, 1994, came before the meeting.
Item 5 - Other Information
- - --------------------------
On April 26, 1994, the Corporation announced that the Board of
Directors approved a plan, effective immediately, to begin repurchasing
up to $7 million of WesBanco common stock on the open market. The timing,
price and quantity of purchases will be at the discretion of the Corporation
and the program may be discontinued or suspended at any time. The news
release announcing the stock repurchase program is attached to this report
as Exhibit 99 on page 26.
Item 6 (a) - Exhibits
- - ---------------------
(3) Amendments to Bylaws. pp. 16 - 24.
(15) Letter re unaudited interim financial information. page 25.
14
<PAGE> 15
(99) News Release re announcement of plan to repurchase common
stock. page 26.
Item 6 (b) - Reports on Form 8-K
- - --------------------------------
On February 28, 1994, a Form 8-K was filed to announce the acquisition
of First Fidelity Bancorp, Inc. by WesBanco. The acquisition was effected
through an exchange of stock of the Registrant. WesBanco issued 2,094,737
common shares and 10,000 shares of redeemable preferred stock in exchange
for the outstanding First Fidelity common and preferred stock.
SIGNATURE
Pursuant to the requirements 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.
WESBANCO, INC.
Date: May 11, 1994 /s/ Edward M. George
------------------ --------------------
Edward M. George
President and Chief Executive Officer
Date: May 11, 1994 /s/ Paul M. Limbert
------------------ -------------------
Paul M. Limbert
Executive Vice President and
Chief Financial Officer
15
<PAGE> 1
Exhibit 3
AMENDMENTS BYLAWS OF WESBANCO, INC.
ARTICLE I
---------
Offices
-------
Section 1. The principal office of the
corporation shall be in the City of Wheeling,
Ohio County, West Virginia, and other offices
may be established by the Board of Directors at
such place or places as the Board, from time to
time, may deem proper.
ARTICLE II
----------
Stockholders Meetings
---------------------
Section 1. All meetings of the
stockholders shall be held at the principal
office of the corporation, in the City of
Wheeling, West Virginia, or at such other place
or places, either within or without the State of
West Virginia, as the stockholders or the Board
of Directors, by resolution duly adopted, may
designate.
Section 2. Regular meetings of the
stockholders shall be held annually on the
fourth Wednesday of March in each year, if not
a legal holiday, and if a legal holiday, then on
the next secular day following, at 2:00 p.m.
Section 3. Special meetings of the
stockholders may be called by the Board of
Directors, the President, or any number of
stockholders owning in the aggregate at least
one-tenth of the number of shares outstanding.
Section 4. Notice of every meeting of the
stockholders shall be given either (1) by
advertising the same once a week for at least
two weeks preceding the date of such meeting, in
a newspaper published in the City of Wheeling,
or (2) by written notice mailed to each
stockholder, at his address appearing on the
stock records of the corporation, at least five
(5) days before such meeting.
Section 5. The notice of special meeting
shall state the business to be transacted, and
no business other than that included in the
notice, or incidental thereto, shall be
transacted at such meeting.
Section 6. The holders of a majority of
the stock issued and outstanding and entitled to
vote, present in person or represented by proxy
appointed in writing, shall be requisite and
shall constitute a quorum at all meetings of the
stockholders. Any number less than a quorum
present may adjourn any meeting from time to
16
<PAGE> 2
time, without notice other than announcement at
the meeting, until the requisite amount of
voting stock shall be present. At such
adjourned meeting, at which a quorum is present,
any business may be transacted which might have
been transacted at the meeting as originally
called.
Section 7. At each meeting of the
stockholders, two Inspectors, to be appointed by
the Board of Directors, or, in the absence of
such appointment, by the Chairman of the
meeting, shall receive and count all proxies and
ballots, and shall determine, subject to the
direction of the Chairman, all questions
touching the qualification of voters, the
validity of proxies or the acceptance of votes.
ARTICLE III
-----------
Directors
---------
Section 1. The business and property of
the corporation shall be managed, and its
corporate powers exercised, by its Board of
Directors, which shall consist of not less than
April 20, 1994 fifteen (15) nor more than thirty-five (35)
members, as the Board, by resolution duly
adopted, shall determine. At each January
meeting, the Board of Directors shall fix the
number of members to be elected at the annual
meeting, and the Board shall have the power to
vary the number so fixed, within the limits
aforesaid at any meeting. At each January
meeting, the Board of Directors also shall
appoint a person, who shall be a stockholder of
the corporation, to preside as Chairman at the
next regular meeting of the stockholders. In
the event that the person appointed, for any
reason, should not be able to preside at the
stockholders meeting, the chief executive
officer of the corporation shall appoint another
stockholder to serve in the place and stead of
the person so selected by the Board.
Section 2. The Board of Directors shall be
divided into three classes, as nearly equal in
number as the total number of Directors to be
elected will permit. The members of such
classes shall serve staggered terms of three
years each, and at each annual stockholders
meeting the successors of the members of the
class of Directors whose term expired at such
meeting shall be elected to serve during the
ensuing three years. Directors shall be elected
by ballot at the annual meeting of the
stockholders, or a special meeting to be held as
May 13, 1982soon thereafter as
practicable, and shall hold office until their
successors are elected and qualified. Any
stockholder who intends to nominate or to cause
to have nominated any candidate for election to
17
<PAGE> 3
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 stockholders called
for the election of directors, or five (5) days
after the giving of notice of such meeting in
accordance with Section 4 of Article II hereof,
whichever is later. Only candidates nominated
in accordance with this Section, except those
nominees nominated by the Board, shall be
eligible for election to the Board of Directors.
Section 3. Notwithstanding the term for
which any Director may have been elected, the
stockholders, at any duly constituted meeting,
may remove such Director, for cause, and fill
the vacancy thus created. Any vacancy not
caused by such removal, whether resulting from
an increase in the number of members of the
Board or otherwise, may be filled by the
remaining members of the Board. Any Director so
chosen by the Board shall hold office until the
first meeting of the stockholders thereafter, or
until his successor is elected and qualified.
Section 4. Directors shall possess such
qualifications as may be prescribed by any law,
or rule or regulation promulgated pursuant
thereto, to which the corporation is subject.
Section 5. In addition to the powers by
these Bylaws expressly conferred upon it, the
Board of Directors may exercise all such powers
of the corporation and do all lawful acts and
things as are not by statute, or by the
Certificate of Incorporation or by these Bylaws,
directed or required to be exercised or done by
the stockholders.
Section 6. All meetings of the Board of
Directors shall be held at the principal office
of the corporation, or at such other place as
the Board, from time to time, by resolution, may
designate. Regular meetings may be held without
notice, not less often than quarterly, at such
time as, from time to time, shall be determined
by the Board. Special meetings may be called by
the President, or any two (2) Directors. Notice
of any such special meeting may be given
personally, or by telephone, or by mailing or
delivering a notice to each Director at his last
known residence or place of business, in each
case not less than twenty-four (24) hours before
the time of such meeting. Such service of
notice may be entered on the Minutes, and such
Minutes, upon being read and approved at a
subsequent meeting of the Board, shall be
conclusive upon the question of service.
Section 7. At all meetings of the Board,
a majority of the Directors shall be necessary
18
<PAGE> 4
and sufficient to constitute a quorum for the
transaction of business, and the act of a
majority of the Directors present at any
meeting, at which there is a quorum, shall be
the act of the Board of Directors, except as may
be otherwise provided by law or by these Bylaws.
Section 8. Directors, as such, shall not
receive any stated compensation for their
services. By resolution of the Board, however,
Directors who are not salaried officers or
otherwise employed by the corporation may be
allowed a fixed sum and expenses of attendance,
if any, for attendance at each regular and
special meeting of the Board; provided, however,
that nothing herein contained shall be construed
to preclude any Director from serving the
corporation in any other capacity and receiving
compensation therefor.
Section 9. No person shall be eligible for
election to the Board of Directors after he has
attained the age of 70; provided, however, that
January 16, 1986 this section shall not apply to any person who
is a member of the Board, and is not less than
65 years of age, on the date of the adoption of
these Bylaws. Present members of the Board
falling within the foregoing exception shall not
be eligible for reelection to the Board after
attaining the age of 75.
Section 10. A person who has served as a
member of the Board of Directors, and whose
membership on the Board has terminated for any
reason other than removal by the stockholders,
may be elected an honorary or Emeritus Director
of the corporation. Honorary Directors shall be
elected by the Board of Directors and shall
serve until the first meeting of the Board
following the next annual meeting of the
April 19, 1990 stockholders. Honorary Directors may not serve
more than five one year terms, provided,
however, that Honorary Directors serving at the
time of the passage of this provision of the
bylaws may serve for three additional one year
terms from and after the effective date of this
bylaw amendment. The privilege of serving as an
Honorary Director may be terminated by the
stockholders, or by the Board of Directors, at
any time. An Honorary Director shall have the
right to attend meetings of the Board of
Directors and shall receive such attendance fee
as the Board of Directors, from time to time,
may determine. An Honorary Director shall not
have any voice or vote in the deliberations or
functions of the Board of Directors, however,
and except as hereinbefore provided, shall not
have or enjoy any of the rights, powers or
privileges of the duly elected members of the
Board.
19
<PAGE> 5
ARTICLE IV
----------
Committees of Directors
-----------------------
Section 1. The Board of Directors shall
elect an Executive Committee, which shall be
comprised of such number of members of the Board
as the Board, from time to time, may designate.
The Executive Committee shall possess and
exercise all of the powers of the Board of
Directors, except when the Board is in session.
All acts done and powers and authority conferred
by the Executive Committee, within the scope of
its authority, shall be the act and under the
authority of the Board of Directors and may be
certified as such. The Committee shall have
power to fill any vacancy in its membership.
Section 2. The Chairman of the Board of
the Company or such other officer or director of
the Company as may be designated by such
chairman of the Board, shall preside at all
December 14, 1987 meetings of the Executive Committee. A majority
of the members of the Executive Committee shall
constitute a quorum at all meetings of the
Committee; and where necessary in order to
provide a quorum at any meeting of the
Committee, the presiding officer shall have the
authority to appoint other members of the Board
of Directors to serve as members of the
Executive Committee at such meetings.
Section 3. Regular and special meetings of
the Executive Committee shall be held at such
times and places, and upon such notice, as the
Committee, from time to time, may prescribe.
Section 4. The Board of Directors, by
resolution duly adopted, may designate and
appoint such other committees, and prescribe the
powers and duties thereof, as the Board may deem
advisable. By like resolution, the Board may
abolish any such committee, or make such changes
in its membership, powers or duties, as the
Board may consider proper.
Section 5. All committees shall keep
minutes of their proceedings, and report the
same to the Board of Directors at the next
regular meeting of the Board.
Section 6. Members of committees shall
receive such compensation as the Board of
Directors, from time to time, may determine.
20
<PAGE>
<PAGE> 6
ARTICLE V
---------
Officers
--------
Section 1. The Executive Officers of the
corporation shall be chosen and employed by the
April 19, 1990 Board of Directors, and shall consist of a
Chairman of the Board and/or a Vice Chairman of
the Board, both of whom shall be chosen from
April 19, 1990 among the members of the Board, a President,
Executive Vice Presidents and Vice Presidents in
number as the Board, from time to time, may
determine, a Secretary, and such other officers
as, from time to time, may be designated and
selected by the Board. Any two of the above-
named offices, except those of President and
Vice President, may be held by the same person,
but no officer shall execute, acknowledge or
verify any instrument in more than one capacity,
if such instrument is required by law or by
these bylaws to be executed, acknowledged or
verified by two or more officers.
Section 2. The executive officers shall
serve at the pleasure of the Board of Directors
and their compensation shall be determined by
the Executive Committee.
Section 3. The authority of the executive
officers shall be that usually enjoyed, and
their duties shall be those usually performed,
by their respective offices, subject to the
supervision and direction of the Board of
Directors and the Executive Committee.
Section 4. The Board of Directors shall
require all officers and employees of the
corporation to be bonded, in such amount, and
with such surety or sureties, as the Board may
deem proper.
ARTICLE VI
----------
Indemnification of Directors and Officers
------------------------------------------
Section 1. Each Director and officers,
whether or not then in office, shall be
indemnified by the corporation against all costs
and expenses reasonably incurred by and imposed
upon him in connection with or resulting from
any action, suit or proceeding, to which he may
be made a party by reason of his being or having
been a director or officer of the corporation,
or of any other company which he served at the
request of the corporation, except in relation
to matters as to which a recovery shall be had
against him by reason of his having been finally
adjudged derelect in such action, suit or
proceedings, in the performance of his duties as
such Director or officer, and the foregoing
right of indemnification shall not be exclusive
of other rights to which he may be entitled as
a matter of law.
21
<PAGE> 7
ARTICLE VII
-----------
Seal
----
Section 1. The corporate seal of the
corporation shall consist of a circle having
around the inside of its circumference the words
"Wesbanco, Inc.," and in the center the words
and figures "Incorporated 1968 W.Va."
ARTICLE VIII
------------
Fiscal Year
-----------
Section 1. The fiscal year of the
corporation shall be the calendar year.
ARTICLE IX
----------
Stock
-----
Section 1. The certificates of stock of
the corporation shall be in such form as the
Board of Directors, from time to time, may
prescribe. Each certificate shall be numbered,
shall exhibit the holder's name and number of
shares, and shall be signed by the President or
Vice President and the Secretary or Assistant
Secretary.
Section 2. Transfers of shares of stock
shall be made only on the books of the
corporation, by the holder in preson or his
attorney duly authorized by power of attorney
properly executed and filed with the
corporation, upon the surrender of the
certificate or certificates for such shares.
Section 3. The Board of Directors shall
have power to close the stock transfer books of
the corporation for a period not exceeding forty
(40) days preceding the date of any meeting of
stockholders, or the date for payment of any
dividend, or the date for the allotment of any
rights; provided, however, that in lieu of
closing the stock transfer books, as aforesaid,
the Board of Directors may fix, in advance, a
date not exceeding forty (40) days preceding the
date of any meeting of the stockholders, any
dividend payment date, or the date for allotment
of rights, as a record date for the
determination of the stockholders entitled to
notice of or to vote at such meeting and/or
entitled to receive such dividend payment or
rights, as the case may be, and only
stockholders of record on such date shall be
entitled to notice of and/or to vote at such
meeting, or to receive such dividend payment or
rights.
22
<PAGE> 8
Section 4. Any person claiming that a
certificate of stock has been lost or destroyed
shall make an affidavit or affirmation of that
fact in such manner as the Board of Directors
may require. The Board of Directors, in its
discretion, may require the owner of a lost or
destroyed certificate, or his legal
representative, to advertise notice of such loss
or destruction, once a week for two (2)
successive weeks, in a newspaper or newspapers
of general circulation published in such
community or communities as the Board may
specify, and, in its discretion, may require
such owner, or his legal representative, to give
the corporation a bond, in such sum as the Board
may direct, not exceeding double the value of
the stock represented by the lost or destroyed
certificate, and with one or more sureties
satisfactory to the Board, to indemnify the
corporation against any claim arising or
resulting from the loss or destruction of such
certificate or the issuance of a new
certificate. It is expressly provided, however,
that a new certificate, of the same tenor and
for the same number of shares as the one alleged
to have been lost or destroyed, may be issued
without requiring the publication of a notice of
loss, or the giving of a bond, when, in the
judgment of the Directors, it is proper so to
do.
ARTICLE X
---------
Amendments
----------
Section 1. With the exception of Sections
1, 2, and 3 of Article III, these Bylaws may be
amended, altered, or repealed at any duly called
and constituted stockholders' meeting on the
affirmative vote of the majority of the stock
represented at such meeting. The said Sections
January 16, 1986 1, 2, and 3 of Article III may be amended,
altered, or repealed only the affirmative vote
of the holders of not less than 75 percent of
the outstanding shares of the capital stock of
the corporation. With the exception of the said
Sections 1, 2, and 3 of Article III, these
Bylaws also may be amended, altered or
supplemented at any meeting of the Board of
Directors upon the affirmative vote of the
majority of the whole Board; provided, however,
that each member of the Board shall have been
served with a written notice of the proposal to
make such amendment, alteration or supplemental
provision at least two (2) days before such
meeting.
23
<PAGE>
<PAGE> 9
WESBANCO, INC.
Bank Plaza
Wheeling, WV 26003
A M E N D M E N T
-----------------
At a regular meeting of the Board of Directors of WesBanco, Inc. held
on Thursday, December 19, 1991, pursuant to Article X of the Bylaws (as
amended and restated April 19, 1990) the following Resolution was
unanimously adopted:
RESOLVED, That Article II, Section 2 be amended to read as follows:
Article II, Section 2. Regular meetings of the stockholders shall be
held annually on the third Wednesday of April in each year, if not a
legal holiday, and if a legal holiday, then on the next secular day
following, at 2:00 p.m.
24
<PAGE> 1
Exhibit 15
PRICE WATERHOUSE
Report of Independent Accountants
---------------------------------
May 5, 1994
To the Board of Directors and
Shareholders of WesBanco, Inc.
We have reviewed the consolidated balance sheet and the related consolidated
statements of income, changes in shareholders' equity and cash flows of
WesBanco, Inc., and its subsidiaries (the Company) as of March 31, 1994 and
1993, and for the 3-month periods then ended (the consolidated interim
financial information) as presented in the Company's Quarterly Report on
Form 10-Q for the quarter ended March 31, 1994. This consolidated interim
financial information is the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters. It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an
opinion.
Based on our review, we are not aware of any material modifications that
should be made to the consolidated interim financial information for it to
be in conformity with generally accepted accounting principles.
We previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1993, and the
related consolidated statements of income, changes in shareholders' equity
and cash flows for the year then ended (not presented herein), and in our
report dated January 24, 1994 and February 28, 1994, we expressed our
unqualified opinion on those consolidated financial statements. We did not
audit the financial statements of First Fidelity Bancorp, Inc. for 1993, which
statements reflect total assets of $307,965,000 at December 31, 1993. Those
statements were audited by other auditors whose report thereon has been
furnished to us, and our opinion expressed herein, insofar as it relates
to the amounts included for First Fidelity Bancorp, Inc. for 1993, is based
solely on the report of other auditors. In our opinion, the information
set forth in the accompanying consolidated balance sheet information as of
December 31, 1993, is fairly stated in all material respects in relation to
the consolidated balance sheet from which it has been derived.
/s/ Price Waterhouse
600 Grant Street
Pittsburgh, PA 15219
25
<PAGE> 1
Exhibit 99
NEWS FOR IMMEDIATE RELEASE
April 26, 1994 For Further Information Contact:
Edward M. George
President & CEO (304) 234-9208
NASDAQ Trading Symbol: WSBC
Wheeling, WV...WesBanco, Inc. President & CEO, Edward M. George, today
announced that the Board of Directors has approved a plan, effective
immediately, to begin repurchasing up to $7 million of WesBanco common
stock on the open market. There are 8.7 million shares of WesBanco common
stock currently outstanding with a closing price of $25.75 on April 25, 1994.
The timing, price and quantity of purchases will be at the discretion of the
corporation. This program may be discontinued or suspended at any time.
WesBanco, Inc. has assets of $1.3 billion and has recently announced first
quarter, March 31, 1994, earnings of $4,636,000 representing a 2.6% increase
in net income over the first quarter ending March 31, 1993. First quarter
1994 results represent an annualized return on average assets of 1.38% and
return on average equity of 11.65%. WesBanco is a well capitalized
corporation with a capital to asset ratio as of March 31, 1994 of 12.71% and
a Tier 1 risk adjusted capital ratio of approximately 20%.
The Board believes that the stock repurchase program presents an attractive
opportunity for the corporation at this time. The shares would be available
for general corporate purposes and may be used in part for employee benefit
plans, including the employee stock ownership plan.
WesBanco operates 11 banks in West Virginia with 33 offices and one bank in
Ohio with five offices. West Virginia Counties served include Brooke, Ohio,
Preston, Tyler, Wetzel, Wirt, Wood, Kanawha, Harrison, Marion and
Monongalia, while Belmont and Monroe Counties are served in Ohio.
26
