<PAGE> 1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One) FORM 10-K
/ X / ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the Fiscal Year Ended December 31, 1994
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
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 jurisdication of (I.R.S. Employer Identification No.)
incorporation or organization)
1 Bank Plaza, Wheeling, WV 26003
-------------------------- -----
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: 304-234-9000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
<TABLE>
<CAPTION>
Title of each class Name of each Exchange on which registered
- ------------------------------ -------------------------------------------
<S> <C>
Common Stock $2.0833 Par Value National Association of Securities Dealers,
Redeemable Preferred Stock, Inc.
Series A 8% Cumulative, None
$1.25 Par Value
</TABLE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. ____
Indicate by check mark whether the Registrant (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 / /
The aggregate market value of voting stock computed using the average of the
bid and ask prices held by non-affiliates of the Registrant on February 28,
1995 was approximately $188,545,487.
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
As of February 28, 1995, there were 8,509,960 shares of WesBanco, Inc. Common
Stock $2.0833 par value, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of WesBanco, Inc.'s 1994 Annual Report to Shareholders - Parts II and
III
Portions of the Registrant's definitive proxy statement to be filed pursuant to
Regulation 14A not later than 120 days after the end of the fiscal year
(December 31, 1994) are incorporated by reference in Part III.
Page 1 of 98
<PAGE>
<PAGE> 2
WESBANCO, INC.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
ITEM # ITEM PAGE(S)
- ------ ---- -------
<S> <C> <C>
Part I
------
1 Business 3-16
2 Properties 17
3 Legal proceedings 17
4 Submission of matters to a vote
of security holders N/A
Part II
-------
5 Market for the registrant's common equity
and related stockholder matters (A) 17
6 Selected financial data (A)
7 Management's discussion and analysis of
financial condition and results of
operations (A)
8 Financial statements and supplementary data (A)
9 Changes in and disagreements with accountants
on accounting and financial disclosure N/A
Part III
--------
10 Directors and Executive officers of the
registrant (B) 17-18
11 Executive compensation (B)
12 Security ownership of certain beneficial
owners and management (B)
13 Certain relationships and related transactions (A) (B)
Part IV
-------
14 Exhibits, financial statement schedules and
reports on Form 8-K 18-19
(A) Pages 41-58, 70 of WesBanco, Inc.'s 1994 Annual
Report to Stockholders are incorporated herein
by reference.
(B) Incorporated by reference to WesBanco, Inc.'s
Proxy Statement dated March 24, 1995, for Annual
Meeting of Stockholders to be held April 19, 1995.
</TABLE>
This Form contains a total of 98 pages.
2
<PAGE>
<PAGE> 3
PART I
Item 1. Business
- -----------------
General
- -------
As of December 31, 1994, the Corporation had eight banking
affiliates located in Wheeling, Charleston, Elizabeth, Sissonville,
Parkersburg, Kingwood, Fairmont and Bridgeport, West Virginia. The
Registrant has one banking affiliate in Barnesville, Ohio. WesBanco
Wheeling has ten offices, all in West Virginia, three located in
Wheeling, two located in Follansbee, three in New Martinsville, one in
Sistersville, and one in Wellsburg. WesBanco Elm Grove has two offices
located in the Elm Grove section of Wheeling. WesBanco Kingwood has two
full-service branch offices located in Masontown and Bruceton Mills.
WesBanco Barnesville has five offices, two located in Barnesville and one
each in Bethesda, Woodsfield and Beallsville, Ohio. WesBanco Fairmont
has four offices located in Fairmont and two offices located in
Morgantown. WesBanco Bridgeport has seven offices, four located in
Bridgeport, two in Shinnston and one in Nutter Fort, West Virginia.
There are approximately 775 full time equivalent employees employed by
all affiliates as of December 31, 1994.
WesBanco, Inc., through its subsidiaries, conducts a general
banking, commercial and trust business. Its full service banks offer a
wide range of services to commercial, consumer and government bodies,
including but not limited to, retail banking services, such as demand,
savings and time deposits; commercial, mortgage, and consumer installment
loans; credit card services through VISA and MasterCard; personal and
corporate trust services; discount brokerage services; and travel
services. Most affiliates are participating in local partnerships which
operate banking machines in those local regions primarily under the name
of MAC. The banking machines are linked to CIRRUS, a nationwide banking
network.
The Corporation has reported to its shareholders that it may engage
in other activities of a financial nature authorized by the Federal
Reserve Board through a subsidiary, or through acquisition of established
companies.
As of December 31, 1994, none of the affiliates were engaged in any
operation in foreign countries and none has had transactions with
customers in foreign countries.
Competition
- -----------
Each affiliate bank faces strong competition for local business in
their respective market areas. Competition exists for new deposits, in
the scope and types of services offered, and the interest rates paid on
time deposits and charged on loans, and in other aspects of banking. The
affiliate banks encounter substantial competition not only from other
commercial banks but also from other financial institutions. Savings
banks, savings and loan associations, brokerage business and credit
unions actively compete for deposits. Such institutions, as well as
consumer finance companies, insurance companies and other enterprises,
are important competitors for various types of lending business. In
addition, personal and corporate trust services and investment counseling
services are offered by insurance companies, investment counseling firms
and other business firms and individuals.
3
<PAGE>
<PAGE> 4
Item 1. Business (continued)
- -----------------------------
Supervision and Regulation
- --------------------------
As a registered bank holding company, WesBanco is subject to the
supervision of the Federal Reserve Board and is required to file with the
Federal Reserve Board reports and other information regarding its
business operations and the business operations of its subsidiaries.
WesBanco is also subject to examination by the Federal Reserve Board and
is required to obtain Federal Reserve Board approval prior to acquiring,
directly or indirectly, ownership or control of voting shares of any
bank, if, after such acquisition, it would own or control more than 5%
of the voting stock of such bank. In addition, pursuant to federal law
and regulations promulgated by the Federal Reserve Board, WesBanco may
only engage in, or own or control companies that engage in, activities
deemed by the Federal Reserve Board to be so closely related to banking
as to be a proper incident thereto. Prior to engaging in most new
business activities, WesBanco must obtain approval from the Federal
Reserve Board.
WesBanco's banking subsidiaries have deposits insured by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation (the
"FDIC"), and are subject to supervision, examination, and regulation by
state banking authorities and either the FDIC or the Federal Reserve
Board. In addition to the impact of federal and state supervision and
regulation, the banking subsidiaries of WesBanco are affected
significantly by the actions of the Federal Reserve Board as it attempts
to control the money supply and credit availability in order to influence
the economy.
WesBanco's depository institution subsidiaries are subject to
affiliate transaction restrictions under federal law which limit the
transfer of funds by the subsidiary banks to their parent and any
nonbanking subsidiaries, whether in the form of loans, extensions of
credit, investments or asset purchases. Such transfers by any subsidiary
bank to its parent corporation or to any nonbanking subsidiary are
limited in amount to 10% of the institution's capital and surplus and,
with respect to such parent and all such nonbanking subsidiaries, to an
aggregage 20% of any such institution's capital and surplus.
Furthermore, such loans and extensions of credit are required to be
secured in specified amounts.
The Federal Reserve Board has a policy to the effect that a bank
holding company is expected to act as a source of financial and
managerial strength to each of its subsidiary banks and to commit
resources to support each such subsidiary bank. Under the source of
strength doctrine, the Federal Reserve Board may require a bank holding
company to make capital injections into a troubled subsidiary bank, and
may charge the bank holding company with engaging in unsafe and unsound
practices for failure to commit resources to such a subsidiary bank.
This capital injection may be required at times when WesBanco may not
have the resources to provide it. Any capital loans by a holding company
to any of the subsidiary banks are subordinate in right of payment to
deposits and to certain other indebtedness of such subsidiary bank.
Moreover, in the event of a bank holding company's bankruptcy, any
commitment by such holding company to a federal bank regulatory agency
to maintain the capital of a subsidiary bank will be assumed by the
bankruptcy trustee and entitled to a priority of payment.
4
<PAGE>
<PAGE> 5
Item 1. Business (continued)
- -----------------------------
In 1989, the United States Congress passed comprehensive financial
institutions legislation known as the Financial Institution Reform,
Recovery, and Enforcement Act ("FIRREA"). FIRREA established a new
principle of liability on the part of depository institutions insured by
the FDIC for any losses incurred by, or reasonably expected to be
incurred by, the FDIC after August 9, 1989, in connection with (i) the
default of a commonly controlled FDIC-insured depository institution, or
(ii) any assistance provided by the FDIC to a commonly controlled FDIC-
insured depository institution in danger of default. "Default" is
defined generally as the appointment of a conservator or receiver and "in
danger of default" is defined generally as the existence of certain
conditions indicating that a "default" is likely to occur in the absence
of regulatory assistance. Accordingly, in the event that any insured
bank subsidiary of WesBanco causes a loss to the FDIC, other bank
subsidiaries of WesBanco could be required to compensate the FDIC by
reimbursing to it the amount of such loss.
Federal law permits the OCC to order the pro rata assessment of
shareholders of a national bank whose capital stock has become impaired,
by losses or otherwise to relieve a deficiency in such national bank's
capital stock. This statute also provides for the enforcement of any
such pro rata assessment of shareholders of such national bank to cover
such impairment of capital stock by sale, to the extent necessary, of the
capital stock of any assessed shareholder failing to pay the assessment.
Similarly, the laws of certain states provide for such assessment and
sale with respect to the subsidiary banks chartered by such states.
WesBanco, as the sole shareholder of its subsidiary banks, is subject to
such provisions.
Dividend Restrictions
- ---------------------
There are statutory limits on the amount of dividends WesBanco's
depository institution subsidiaries can pay to their parent corporation
without regulatory approval. Under applicable federal regulations,
appropriate bank regulatory agency approval is required if the total of
all dividends declared by a bank in any calendar year exceeds the
available retained earnings and exceeds the aggregate of the bank's net
profits (as defined by regulatory agencies) for that year and its
retained net profits for the preceding two years, less any required
transfers to surplus or a fund for the retirement of any preferred stock.
If, in the opinion of the applicable regulatory authority, a bank
under its jurisdiction is engaged in or is about to engage in an unsafe
or unsound practice (which, depending on the financial condition of the
bank, could include the payment of dividends), such authority may
require, after notice and hearing, that such bank cease and desist from
such practice. The Federal Reserve Board, the OCC and the FDIC have
issued policy statements which provide that insured banks and bank
holding companies should generally only pay dividends out of current
operating earnings.
FDIC Insurance
- --------------
The FDIC has the authority to raise the insurance premiums for
institutions in the BIF to a level necessary to achieve a target reserve
level of 1.25% of insured deposits within not more than 15 years. In
addition, the FDIC has the authority to impose special assessments in
certain circumstances. The level of deposit premiums affects the
profitability of subsidiary banks and thus the potential flow of
dividends to parent companies.
5
<PAGE>
<PAGE> 6
Item 1. Business (continued)
- -----------------------------
Under the risk-based insurance assessment system that became
effective January 1, 1994, the FDIC places each insured depository
institution in one of nine risk categories based on its level of capital
and other relevant information (such as supervisory evaluations). The
assessment rates under the new system range from 0.23% to 0.31% depending
upon the assessment category into which the insured institution is
placed. During 1994, all WesBanco banks were at the assessment rate of
0.23%.
Federal Deposit Insurance Corporation Improvement Act of 1991
- -------------------------------------------------------------
In December 1991, Congress enacted the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), which substantially
revised the bank regulatory and funding provisions of the Federal Deposit
Insurance Act and makes revisions to several other federal banking
statutes.
Among other things, FDICIA requires federal bank regulatory
authorities to take "prompt corrective action" with respect to depository
institutions that do not meet minimum capital requirements. For these
purposes, FDICIA establishes five capital tiers: well capitalized,
adequately capitalized, undercapitalized, significantly undercapitalized
and critically undercapitalized.
Rules adopted by the Federal banking agencies under FDICIA provide
that an institution is deemed to be: "well capitalized" if the
institution has a Total (Tier 1 plus Tier II) risk-based capital ratio
of 10.0% or greater, a Tier I risk-based ratio of 6.0% or greater, and
a leverage ratio of 5.0% or greater, and the institution is not subject
to an order, written agreement, capital directive, or prompt corrective
action directive to meet and maintain a specific level for any capital
measure; "adequately capitalized" if the institution has a Total risk-
based capital ratio of 8.0% or greater, a Tier I risk-based capital ratio
of 4.0% or greater, and a leverage ratio of 4.0% or greater (or a
leverage ratio of 3.0% or greater if the institution is rated composite
1 in its most recent report of examination, subject to appropriate
Federal banking agency guidelines), and the institution does not meet the
definition of a well-capitalized institution; "undercapitalized" if the
institution has a Total risk-based capital ratio that is less than 8.0%,
a Tier I risk-based capital ratio that is less than 4.0% or a leverage
ratio that is less than 4.0% (or a leverage ratio that is less than 3.0%
if the institution is rated composite 1 in its most recent report of
examination, subject to appropriate Federal banking agency guidelines)
and the institution does not meet the definition of a significantly
undercapitalized or critically undercapitalized institution;
"significantly undercapitalized" if the institution has a Total risk-
based capital ratio that is less than 6.0%, a Tier I risk-based capital
ratio that is less than 3.0%, or a leverage ratio that is less than 3.0%
and the institution does not meet the definition of a critically
undercapitalized institution; and "critically undercapitalized" if the
institution has a ratio of tangible equity to total assets that is equal
to or less than 2%.
At December 31, 1994, WesBanco and all of its bank subsidiaries
qualified as well-capitalized based on the ratios and guidelines noted
above. A bank's capital category, however, is determined solely for the
purpose of applying the prompt corrective actions rules and may not
constitute an accurate representation of that bank's overall financial
condition or prospects.
6
<PAGE>
<PAGE> 7
Item 1. Business (continued)
- -----------------------------
The appropriate Federal banking agency may, under certain
circumstances, reclassify a well capitalized insured depository
institution as adequately capitalized. The appropriate agency is also
permitted to require an adequately capitalized or undercapitalized
institution to comply with the supervisory provisions as if the
institution were in the next lower category (but not treat a
significantly undercapitalized institution as critically
undercapitalized) based on supervisory information other than the capital
levels of the institution.
The statute provides that an institution may be reclassified if the
appropriate Federal banking agency determines (after notice and
opportunity for hearing) that the institution is in an unsafe or unsound
condition or deems the institution to be engaging in an unsafe or unsound
practice.
FDICIA generally prohibits a depository institution from making any
capital distribution (including payment of a dividend) or paying any
management fee to its holding company if the depository institution would
thereafter be undercapitalized. Undercapitalized depository institutions
are subject to growth limitations and are required to submit a capital
restoration plan. The Federal banking agencies may not accept a capital
restoration plan without determining, among other things, that the plan
is based on realistic assumptions and is likely to succeed in restoring
the depository institution's capital. In addition, for a capital
restoration plan to be acceptable, the depository institution's parent
holding company must guarantee that the institution will comply with such
capital restoration plan. The aggregate liability of the parent holding
company is limited to the lesser of (i) an amount equal to 5% of the
depository institution's total assets at the time it became
undercapitalized, and (ii) the amount which is necessary (or would have
been necessary) to bring the institution into compliance with all capital
standards applicable with respect to such institution as of the time it
fails to comply with the plan. If a depository institution fails to
submit an acceptable plan, it is treated as if it is significantly
undercapitalized.
Significantly undercapitalized depository institutions may be
subject to a number of requirements and restrictions, including orders
to sell sufficient voting stock to become adequately capitalized,
requirements to reduce total assets and cessation of receipt of deposits
from correspondent banks. Critically undercapitalized institutions are
subject to the appointment of a receiver or conservator.
FDICIA also contains a variety of other provisions that may affect
the operation of WesBanco, including new reporting requirements,
regulatory standards for real estate lending, "truth in savings"
provisions, and the requirement that a depository institution give 90
days' prior notice to customers and regulatory authorities before closing
any branch.
Capital Requirements
- --------------------
The risk-based capital guidelines for bank holding companies and
banks adopted by the Federal banking agencies were phased in at the end
of 1992. The minimum ratio of qualifying total capital to risk-weighted
assets (including certain off-balance sheet items, such as standby
letters of credit) under the fully phased-in guidelines is 8%. At least
half of the total capital is to be comprised of common stock, retained
earnings, noncumulative perpetual preferred stocks, minority interests
and, for bank holding companies, a limited amount of qualifying
7
<PAGE>
<PAGE> 8
Item 1. Business (continued)
- -----------------------------
cumulative perpetual preferred stock, less goodwill and certain other
intangibles ("Tier I capital"). The remainder ("Tier II capital") may
consist of other preferred stock, certain other instruments, and limited
amounts of subordinated debt and the reserve for credit losses.
In addition, the Federal Reserve Board has established minimum
leverage ratio (Tier I capital to total average assets less goodwill and
certain other intangibles) guidelines for bank holding companies and
banks. These guidelines provide for a minimum leverage ratio of 3.0% for
bank holding companies and banks that meet certain specified criteria,
including that they have the highest regulatory rating. All other
banking organizations are required to maintain a leverage ratio of 3.0%
plus an additional cushion of at least 100 to 200 basis points. The
guidelines also provide that banking organizations experiencing internal
growth or making acquisitions will be expected to maintain strong capital
positions substantially above the minimum supervisory levels, without
significant reliance on intangible assets. Furthermore, the guidelines
indicate that the Federal Reserve Board will continue to consider a
"tangible Tier I leverage ratio" in evaluating proposals for expansion
or new activities. The tangible Tier I leverage ratio is the ratio of
Tier I capital, less intangibles not deducted from Tier I capital, to
total assets, less all intangibles. Neither WesBanco nor any of its bank
subsidiaries has been advised of any specific minimum leverage ratio
applicable to it.
As of December 31, 1994, all of WesBanco's banking subsidiaries had
capital in excess of all applicable requirements.
Interstate Banking Act
- ----------------------
The Riegle-Neal Interstate Banking and Branching Efficiency Act of
1994 (hereinafter called "Interstate Banking Act") was signed into law
by President Clinton on September 29, 1994. The Act generally allows
adequately capitalized and managed bank holding companies to acquire
banks in any state starting one year after enactment. The Act also
permits interstate merger transactions beginning June 1, 1997. States
are permitted, however, to pass legislation providing for either earlier
approval of mergers with out-of-state banks or "opting-out" of interstate
mergers entirely. The Act would permit banks to acquire branches of out-
of-state banks by converting their office into branches of the resulting
bank. The Act would also permit banks to establish and operate "de novo
branches" in any state that "opts-in" to de novo branching. The Act also
requires each Federal banking agency to prescribe uniform regulations,
including guidelines insuring that interstate branches operated by out-
of-state banks are reasonably helping to meet the credit needs of
communities where they operate. WesBanco is incorporated under the laws
of the State of West Virginia and the West Virginia Legislature has not
yet adopted any legislation which would specifically "opt-in" or "opt-
out" of any of these specific provisions of the Interstate Banking Act.
Statistical Information
- -----------------------
Except as noted, the following statistical data averages included
in Item 1 - Business were computed using daily averages for the years
ended December 31, 1994, 1993 and 1992. Statistical data not included
in Item 1 - Business have been omitted because they are included in the
1994 Annual Report to Shareholders, incorporated herein by reference, or
are not applicable.
8
<PAGE>
<PAGE> 9
Item 1. Business (continued)
- -----------------------------
The effect on interest income and interest expense for the years ended
December 31, 1994, 1993 and 1992, due to changes in average volume and
rate from the prior year, is presented below. The average volumes and
rates are shown in the 1994 Annual Report to Shareholders. The effect
of a change in average volume has been determined by applying the average
rate in the earlier year to the change in volume. The change in rate has
been determined by applying the average volume in the earlier year to the
change in rate. The change in interest due to both rate and volume has
been allocated to volume and rate changes in proportion to the
relationship of the absolute dollar amounts of change in each. (in
thousands):
<TABLE>
<CAPTION>
1994 Compared to 1993
-----------------------------
Net
Increase
Volume Rate (Decrease)
------ ---- ----------
<S> <C> <C> <C>
Loans $ 1,978 $ (3,068) $(1,090)
Taxable investment securities (354) (1,646) (2,000)
Non-taxable investment securities 720 (471) 249
Federal funds sold (335) 230 (105)
Other investments (721) 34 (687)
------- ------- -------
Total interest earned 1,288 (4,921) (3,633)
------- ------- -------
Interest bearing demand 50 (864) (814)
Savings deposits 320 (1,653) (1,333)
Certificates of deposit (646) (970) (1,616)
Federal funds purchased
and repurchase agreements (41) 69 28
Other borrowings (71) 51 (20)
------- -------- -------
Total interest paid (388) (3,367) (3,755)
------- -------- -------
Net Interest Differential $ 1,676 $ (1,554) $ 122
------- -------- -------
</TABLE>
<TABLE>
<CAPTION>
1993 Compared to 1992
-----------------------------
Net
Increase
Volume Rate (Decrease)
------ ---- ----------
<S> <C> <C> <C>
Loans $ 2,406 $ (5,078) $(2,672)
Taxable investment securities 1,505 (3,766) (2,261)
Non-taxable investment securities 1,289 (634) 655
Federal funds sold (1,234) (341) (1,575)
Other investments (57) (203) (260)
----------------------------
Total interest earned 3,909 (10,022) (6,113)
----------------------------
Interest bearing demand 696 (2,380) (1,684)
Savings deposits 1,449 (2,282) (833)
Certificates of deposit (2,318) (3,751) (6,069)
Federal funds purchased
and repurchase agreements 750 (248) 502
Other borrowings (392) (223) (615)
---------------------------
Total interest paid 185 (8,884) (8,699)
---------------------------
Net Interest Differential $ 3,724 $ (1,138) $ 2,586
---------------------------
</TABLE>
9
<PAGE>
<PAGE> 10
Item 1. Business (continued)
- -----------------------------
Investment Portfolio
- --------------------
The maturity distribution using book value including accretion of
discounts and the amortization of premiums and approximate yield of investment
securities at December 31, 1994 is presented in the following table. Tax
equivalent yield basis was not used. Approximate yield was calculated using a
weighted average of yield to maturities (in thousands):
<TABLE>
<CAPTION>
After One But After Five But
Within One Year Within Five Years Within Ten Years After Ten Years
--------------- ----------------- ---------------- ---------------
Amount Yield Amount Yield Amount Yield Amount Yield
------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Held to Maturity:
U.S. Treasury and other U.S.
Government Agencies $48,176 4.78% $102,021 5.43% --- --- --- ---
States and Political
Subdivisions 10,301 6.21 54,791 5.44 $51,671 5.15% $5,953 6.01%
Other Investments --- --- --- --- --- --- 1,260(1) 5.85
-------------- --------------- -------------- ---------------
Total Held to Maturity $58,477 5.03% $156,812 5.43% $51,671 5.15% $7,213 5.98%
-------------- --------------- -------------- ---------------
Available for Sale: (2)
U.S. Treasury and other U.S.
Government Agencies $36,869 7.47% $133,612 5.91% $29,959 5.33% --- ---
Mortgage-backed Securities 1,248 6.95 4,736 6.95 1,219 7.34 $ 910 7.30%
Corporate Securities 417 7.72 502 8.14 --- --- --- ---
Other Investments --- --- --- --- --- --- 575(1) 3.51
-------------- --------------- -------------- ---------------
Total Available for Sale $38,534 7.46% $138,850 5.96% $31,178 5.41% $1,485 5.83%
-------------- --------------- -------------- ---------------
Total Investment Securities $97,011 6.00% $295,662 5.68% $82,849 5.25% $8,698 5.96%
-------------- --------------- -------------- ---------------
</TABLE>
(1) Represents investments with no stated maturity date
(2) Average yields on investment securities available for sale have been
calculated based on amortized cost.
10
<PAGE>
<PAGE> 11
Item 1. Business (continued)
- -----------------------------
Investment Portfolio (continued)
- --------------------------------
Book values of investment securities are as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
------------------------------
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Investments Held to Maturity (at cost):
U.S. Treasury and Federal
Agency Securities $150,197 $274,962 $307,957
Obligations of states and
political subdivisions 122,716 121,757 104,821
Mortgage-backed securities --- 11,104 11,923
Other securities (1) 1,260 1,721 1,824
Investments Available for Sale:
(December 31, 1994, at market,
December 31, 1993 and 1992,
at lower of cost or market):
U.S. Treasuries and Federal
Agency Securities 193,114 74,808 57,509
Corporate securities 915 --- 10,521
Mortgage-backed securities 7,788 7,819 ---
Other securities (2) 888 496 3,804
------------------------------
Total $476,878 $492,667 $498,359
------------------------------
</TABLE>
(1) Includes Federal Reserve Bank Stock and Federal Home Loan Bank securities.
(2) Includes stocks of business corporations in 1994 and 1993. Includes
mutual funds and stocks of business corporations in 1992.
There are no issues included in obligations of state and political
subdivisions, other investments or investments available for sale which
individually or in the aggregate exceed ten percent of shareholders' equity as
of December 31, 1994.
Loan Portfolio
- --------------
Loans outstanding are as follows (in thousands):
<TABLE>
<CAPTION>
December 31,
------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Loans:
Commercial $157,855 $161,102 $165,976 $179,138 $179,852
Real Estate--Construction 24,734 21,181 14,187 7,169 8,100
Real Estate--Mortgage 358,540 342,173 332,365 302,771 283,279
Installment 241,441 228,906 203,799 203,448 182,447
------------------------------------------------
Total loans $782,570 $753,362 $716,327 $692,526 $653,678
------------------------------------------------
</TABLE>
Each bank within the Corporation has its own renewal policies regarding
commercial and real estate-construction loans. However, real estate-
construction loans are generally not renewed at any bank. Depending on the
size of each institution, commercial loans above certain pre-approved dollar
limits must be reviewed by the respective credit review committee or senior
management prior to extension of maturity dates or rollover of the loan into a
new loan. Renewals of commercial loans below specified lending limitations may
be approved by the respective bank loan officer.
11
<PAGE>
<PAGE> 12
Item 1. Business (continued)
- -----------------------------
Loan Portfolio (continued)
- --------------------------
The following table presents the approximate maturities of loans
other than installment loans and residential mortgages for all affiliate
banks as of December 31, 1994 (in thousands):
<TABLE>
<CAPTION>
After one
In one year year through After five
or less five years years
----------- ------------ ----------
<S> <C> <C> <C>
Commercial $86,718 $25,169 $ 45,968
Real estate:
Construction 3,332 3,280 2,751
Other real estate 6,179 12,741 61,430
------- ------- --------
Total $96,229 $41,190 $110,149
------- ------- --------
Fixed rates $41,694 $25,812 $ 28,328
Variable rates 54,535 15,378 81,821
------- ------- --------
Total $96,229 $41,190 $110,149
------- ------- --------
</TABLE>
WesBanco Bank Wheeling and WesBanco Bank Elm Grove, which have
approximately 42% of consolidated gross loans have a practice of
originating most commercial loans and real estate construction loans on
a demand basis. Most of these loans do not require formal repayment
terms other than monthly interest payments. There is no significant
impact on cash flows since these loans are monitored on a regular basis
and principal repayments, if not made by borrowers, are requested.
WesBanco banks follow lending policies which require substantial down
payments along with current market appraisals on the collateral when the
loans are originated. The majority of their loans are either secured by
deeds of trust on real property, security agreements on personal
property, insurance contracts from independent insurance companies or
through the full faith and credit of government agencies.
All affiliate banks generally recognize interest income on the
accrual basis, except for certain loans which are placed on a nonaccrual
status, when in the opinion of management, doubt exists as to
collectability. All banks must conform to the Board of Governors of the
Federal Reserve System and the Office of the Comptroller of Currency
Policy which states that banks may not accrue interest on any loan on
which either the principal or interest is past due 90 days or more unless
the loan is both well secured and in the process of collection. When a
loan is placed on a nonaccrual status, interest income is recognized as
cash payments are received.
12
<PAGE>
<PAGE> 13
Item 1. Business (continued)
- -----------------------------
Loan Portfolio (continued)
- --------------------------
Secured loans which are in the process of collection, but are
contractually past due 90 days or more as to interest or principal,
renegotiated, nonaccrual loans and other non-performing assets, are as
follows (in thousands):
<TABLE>
<CAPTION>
December 31,
-------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Past Due 90 Days or More:
Installment $ 944 $ 857 $ 1,071 $ 880 $ 1,079
Commercial 923 754 1,593 524 757
Real Estate 659 939 547 2,136 1,471
-------------------------------------------
2,526 2,550 3,211 3,540 3,307
-------------------------------------------
Renegotiated:
Installment -- -- 41 8 --
Commercial 23 80 3,938 4,507 5,000
Mortgage 81 88 108 888 2,129
-------------------------------------------
104 168 4,087 5,403 7,129
-------------------------------------------
Nonaccrual:
Installment 12 124 181 145 122
Commercial 3,100 7,739 3,863 5,214 7,922
Mortgage 1,301 1,446 779 1,791 1,406
-------------------------------------------
4,413 9,309 4,823 7,150 9,450
-------------------------------------------
Other Real Estate
Owned: (Including
in-substance
foreclosures) 4,278 2,558 3,378 3,798 895
-------------------------------------------
Total non-
performing assets $11,321 $14,585 $15,499 $19,891 $20,781
-------------------------------------------
Percentage of non-
performing assets to
loans outstanding 1.5% 2.0% 2.2% 2.9% 3.2%
-------------------------------------------
</TABLE>
During 1994, nonaccrual loans decreased by $4,896,000 to $4,413,000
as of December 31, 1994 from $9,309,000 as of December 31, 1993. The
decline was primarily due to a commercial real estate loan which had a
balance of approximately $3,823,000 as of December 31, 1993 being taken
off of nonaccrual status. Other real estate owned increased to
$4,278,000 as of December 31, 1994 from $2,558,000 as of December 31,
1993. The increase in other real estate owned was due to a commercial
loan totaling $2,659,000 being classified as an in-substance foreclosure.
13
<PAGE>
<PAGE> 14
Item 1. Business (continued)
- -----------------------------
Loan Portfolio (continued)
- --------------------------
During 1993, nonaccrual loans increased by $4,486,000 to $9,309,000,
however, during the same time period, renegotiated loans declined by $3,919,000
to $168,000. The increase in nonaccrual loans was primarily due to a
reclassification of a renegotiated loan totaling $3,823,000 to nonaccrual
status during 1993. A commercial loan totaling $1,216,000 was also placed on
nonaccrual status during 1993. All nonaccrual loans are secured by
collateral believed to have adequate market values to protect the Corporation
from significant losses. Nonaccrual and renegotiated loans declined $3,643,000
during 1992 primarily due to one customer's improvement of operations and
increased debt service ability justifying a renewed extension of credit at
market terms and conditions. The decrease in nonaccrual loans of $2,300,000
during 1991 was primarily due to the transfer of three commercial loans into
the in-substance foreclosure category. Other real estate remained fairly level
from 1991 through 1993. At December 31, 1990, other real estate owned was at a
lower level due to the sale of property held as other real estate during 1990.
Management continues to monitor the nonperforming assets to ensure against
deterioration in collateral values.
Summary of Loan Loss Experience
-------------------------------
The historical relationship between average loans, loan losses and
recoveries and the provision for possible loan losses is presented in the
following table (in thousands):
<TABLE>
<CAPTION>
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Beginning balance -
Reserve for possible loan losses $11,851 $10,638 $ 9,794 $ 9,120 $7,813
Reserve for purchased affiliate --- --- 62 --- 518
Loans charged off:
Commercial 4,521 1,187 1,785 1,413 1,288
Real Estate - Construction --- --- --- --- 5
Real Estate - Mortgage 524 183 266 242 252
Installment 995 1,255 1,217 1,120 776
-------------------------------------------
Total loans charged off 6,040 2,625 3,268 2,775 2,321
-------------------------------------------
Recovery of previously charged off:
Commercial 171 184 436 114 480
Real Estate - Construction --- --- --- 2 ---
Real Estate - Mortgage 25 36 38 143 72
Installment 255 389 297 227 190
-------------------------------------------
Total recoveries 451 609 771 486 742
-------------------------------------------
Net loans charged off 5,589 2,016 2,497 2,289 1,579
-------------------------------------------
Additions to reserve charged to
operating expense 6,055 3,229 3,279 2,963 2,368
-------------------------------------------
Ending balance -
Reserve for possible loan losses $12,317 $11,851 $10,638 $ 9,794 $ 9,120
-------------------------------------------
Ratio of net loans charged off to
average loans outstanding for
the period .76% .28% .36% .35% .27%
-------------------------------------------
Ratio of the reserve for possible
loan losses to loans outstanding
at the end of the period 1.59% 1.59% 1.50% 1.43% 1.41%
-------------------------------------------
</TABLE>
14
<PAGE>
<PAGE> 15
Item 1. Business (continued)
- -----------------------------
The amount charged to earnings is based on periodic management
evaluation of the loan portfolio as well as prevailing and anticipated
economic conditions, net loans charged off, past loan experience, current
delinquency factors, changes in the character of the loan portfolio,
specific problem loans and other factors.
Allocation of the Reserve for Possible Loan Losses
- --------------------------------------------------
Management of the banks did not allocate the reserve for possible
loan losses by loan classification prior to December 31, 1991. The
following represents the allocation of the reserve for possible loan
losses (dollars in thousands):
<TABLE>
<CAPTION>
December 31,
-------------------------------------------------------
1994 1993 1992 1991
------------ ------------ ------------ -------------
% of % of % of % of
Amount Loans Amount Loans Amount Loans Amount Loans
------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Specific Reserves:
Commercial and Unallocated $10,129 20% $10,068 21% $ 8,424 23% $8,075 26%
Real Estate-Construction --- 3 --- 3 --- 2 --- 1
Real Estate-Mortgage 691 46 573 45 870 46 776 44
Installment 1,497 31 1,210 31 1,344 29 943 29
------------------------------------------------------
Total $12,317 100% $11,851 100% $10,638 100% $9,794 100%
------------------------------------------------------
</TABLE>
WesBanco has allocated the reserve for possible loan losses to
specific portfolio segments based upon historical net charge-off
experience, changes in the level of non-performing assets, local economic
conditions and management experience.
Management deems the reserve for loan losses at December 31, 1994
to be adequate.
Risk Elements
- -------------
The Corporation has historically maintained a reserve for possible
loan losses which is greater than actual charge-offs. Charge-offs for
the year 1995 are anticipated to be within the historical ranges as
detailed in the summary of loan loss experience.
Management maintains loan quality through monthly reviews of past
due loans, and a quarterly review of significant loans which are
considered by affiliate bank personnel to be potential problem loans.
Periodic reviews of other significant loans are completed by personnel
independent of the loan function.
There are no significant loans made to customers outside the general
market area of each affiliate bank. At times, in order to maintain loan
volumes, loans are purchased from correspondent banks. These loans
aggregate less than $9,000,000 as of December 31, 1994.
15
<PAGE>
<PAGE> 16
Item 1. Business (continued)
- -----------------------------
Each bank within the Corporation follows its usual loan analysis
procedures before a determination is made to purchase this type of loan.
Management's review of the loan portfolio has not indicated any
material amount of loans, not disclosed in the accompanying tables and
discussions which are known to have possible credit problems which cause
management to have serious doubts as to the ability of each borrower to
comply with their present loan repayment terms. There were no loan
concentrations in excess of 10% of total consolidated loans.
Short-Term Borrowings
- ---------------------
Securities sold under agreement to repurchase have maturities which
range between one day and one year. The following table presents short-
term liabilities for the years ended December 31 (dollars in thousands):
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Securities sold under agreement
to repurchase:
Outstanding at year end $66,286 $49,996 $43,796
Average daily outstanding 51,068 52,331 44,774
Maximum outstanding at any month end 66,286 65,587 48,559
Average interest rate:
During year 3.47% 3.26% 3.85%
At year end 4.37% 3.13% 3.63%
</TABLE>
Return on Equity and Assets
- ---------------------------
The following financial ratios are presented:
<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Net income to:
Average total assets 1.17% 1.34% 1.22%
Average shareholders' equity 9.99% 11.70% 11.13%
Average shareholders' equity and
redeemable preferred stock 9.88% 11.56% 10.99%
Dividend payout percentage
(cash dividends, including those of
pooled banks, divided by net income) 47.07% 36.83% 36.72%
Equity to assets (average equity
divided by average assets) 11.72% 11.43% 10.98%
Equity and redeemable preferred
stock to assets (average equity)
and redeemable preferred stock
divided by average assets) 11.86% 11.57% 11.12%
</TABLE>
16
<PAGE>
<PAGE> 17
Item 2. Properties
- -------------------
The Registrant's affiliates own their respective banking offices,
related facilities and unimproved real property which is held for future
expansion. With certain branch office exceptions, all of the respective
West Virginia bank offices are located in downtown Wheeling, Follansbee,
Wellsburg, New Martinsville, Sistersville, Elizabeth, Charleston,
Sissonville, Parkersburg, Kingwood, Fairmont, Shinnston, Bridgeport and
Masontown. The Ohio bank offices are located in Barnesville, Bethesda,
Woodsfield and Beallsville. Consolidated investment in net bank premises
and equipment at December 31, 1994 was $21,874,000.
The main office of the Registrant is located at 1 Bank Plaza,
Wheeling, West Virginia, in a building owned by WesBanco Wheeling. The
building contains approximately 100,000 square feet.
Item 3. Legal Proceedings
- --------------------------
WesBanco, Inc. and its affiliates are involved in various legal
proceedings presently pending which are incidental to the business of
banking in which they are engaged. These proceedings are pending in
various jurisdictions in which WesBanco, Inc. and its subsidiaries are
engaged in business. Based on the information which is available to
WesBanco, Inc. as of the date hereof which has been developed in such
proceedings, WesBanco, Inc. does not believe that any of such proceedings
involving claims for damages expose it to a material liability for
WesBanco and its subsidiaries on a consolidated basis.
PART II
Item 5. Market for the Registrant's Common Equity and Related
- --------------------------------------------------------------
Shareholder Matters
- -------------------
(a) Approximate Number of Security Holders
-------------------------------------------
Set forth below is the approximate number of holders of record of
the Registrant's equity securities as of February 28, 1995.
Title of Class Number
-------------- ------
Common Stock ($2.0833 Par Value) 3,936
The number of holders listed above does not include WesBanco, Inc.
employees who have had stock allocated to them through the Employee Stock
Ownership Plan. All WesBanco employees who meet the eligibility
requirements of the ESOP are included in the Plan.
PART III
Item 10. Executive Officers of the Corporation
- ------------------------------------------------
<TABLE>
<CAPTION>
Name Age Position
- ---- --- --------
<S> <C> <C>
James C. Gardill 48 Chairman of the Board
Robert H. Martin 61 Vice Chairman
Edward M. George 58 President and Chief Executive Officer
Paul M. Limbert 47 Executive Vice President and
Chief Financial Officer
Dennis P. Yaeger 44 Executive Vice President and
Chief Operating Officer
John W. Moore, Jr. 46 Senior Vice President-Human Resources
Jerome B. Schmitt 45 Senior Vice President-Investments
</TABLE>
17
<PAGE>
<PAGE> 18
Part III
- --------
Item 10. Executive Officers of the Registrant (continued)
- ----------------------------------------------------------
<TABLE>
<S> <C> <C>
Larry L. Dawson 48 Vice President
Jerry A. Halverson 58 Vice President
Albert A. Pietz, Jr. 62 Vice President and Compliance Officer
Edward G. Sloane 56 Vice President-Data Processing
</TABLE>
Mr. Martin was appointed Vice Chairman of the Corporation on
February 28, 1994. Prior to that time, Mr. Martin was Chairman of the
Board of First Fidelity Bancorp, Inc. since 1986.
Each of the remaining officers listed above have been an Executive
Officer of the Corporation or one of its subsidiaries during the past
five years.
PART IV
Item 14. Exhibits, financial statement schedules and reports on Form 8-K
- -------------------------------------------------------------------------
(a) Certain documents filed as part of the Form 10-K
-----------------------------------------------------
(1) Financial statements of consolidated subsidiaries Page(s)
engaged in the business referred to in Rule 3-05 -------
of Regulation S-X have been omitted since they
are not individually or in the aggregate required
pursuant to such Rule.
Consolidated Balance Sheet as of December 31, 41
1994 and 1993.
Consolidated Statements of Income for the years 42
ended December 31, 1994, 1993 and 1992.
Consolidated Statements of Changes in Shareholders' 43
Equity for the years ended December 31, 1994,
1993 and 1992.
Consolidated Statement of Cash Flows for the years 44
ended December 31, 1994, 1993 and 1993.
Notes to Consolidated Financial Statements 45-57
Report of Independent Accountants - Price 21
Waterhouse, LLP
Report of Independent Accountants - Ernst & 22
Young, LLP
(b) Reports on Form 8-K
------------------------
No reports on Form 8-K were filed for the three months ended
December 31, 1994.
18
<PAGE>
<PAGE> 19
Item 14. Exhibits, financial statement schedules and reports on Form 8-K
- -------------------------------------------------------------------------
(continued)
- -----------
(c) Exhibits required by Item 601 of Regulation S-K.
-----------------------------------------------------
<TABLE>
<CAPTION>
Exhibit Title Page(s)
- ------- ----- -------
<S> <C> <C>
3.1 Articles of Incorporation of WesBanco, Inc. (2)(3) *
3.2 Amended Bylaws of WesBanco, Inc. (1) *
4 Specimen Certificate of WesBanco, Inc. Common Stock (2) *
4.1 Specimen Certificate of WesBanco, Inc. Cumulative
Preferred Stock (3) *
10.1 Amended WesBanco, Inc. Director's Deferred Compensation 23-29
Agreement
10.2 Amended WesBanco Employment Agreement 30-34
12 Computation of Earnings to Combined Fixed Charges and
and Preferred Stock Dividends 35
13 1994 Annual Report to Shareholders 36-71
The Financial Statements, together with the report thereon
of Price Waterhouse, LLP dated January 19, 1995, appearing on
page 21, the Consolidated Summary of Operations and Manage-
ment Discussion and Analysis appearing on page 23 of the
accompanying 1994 Annual Report to Shareholders are incor-
porated by reference in the Form 10-K Annual Report. With
the exception of the aforementioned information, the 1994
Annual Report is not to be deemed filed as part of this
report. Financial statement schedules not included in
this Form 10-K Annual Report have been omitted because
they are not applicable or the required information is
shown in the Financial Statements or notes thereto.
21 Subsidiaries of WesBanco (4) *
22 Proxy Statement for the Annual Shareholders' meeting
held April 19, 1995 72-95
24 Power of Attorney 96-98
99.1 Accountants Report dated January 19, 1995 on WesBanco,
Inc. Financial Statements for the three years ended
December 31, 1994 21
99.2 Accountants Report dated February 16, 1994 on First
Fidelity Bancorp, Inc. Financial statements for the
years ended December 31, 1993 and 1992 22
</TABLE>
* Not Applicable
(1) This exhibit is being incorporated by reference with respect to a prior
Quarterly Report Form 10-Q filed by the Registrant on Form 10-Q dated March 31,
1994 which was filed with the Securities & Exchange Commission on May 11, 1994.
(2) These exhibits are being incorporated by reference with respect to a prior
Annual Report Form 10-K filed by the Registrant on Form 10-K dated December 31,
1988 which was filed with the Securities & Exchange Commission on March 30,
1989.
(3) These exhibits are being incorporated by reference with respect to a prior
Registration Statement filed by the Registrant on Form S-4 under Registration
No. 33-72228 as Exhibit Numbers 3.1 and 4.2, which was filed with the
Securities & Exchange Commission on January 11, 1994.
(4) Included in 1994 Annual Report to Shareholders.
19
<PAGE>
<PAGE> 20
SIGNATURES
Pursuant to the Requirements of Section 13 of 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized, on March , 1995.
WESBANCO, INC.
By: /s/ EdWard M. George
----------------------------------------
Edward M. George
President and Chief Executive Officer
By: /s/ Paul M. Limbert
----------------------------------------
Paul M. Limbert
Executive Vice President and Chief
Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated, on March 27, 1995.
By: /s/ James C. Gardill
----------------------------------------
James C. Gardill
Chairman of the Board and Director
The Directors of WesBanco (listed below) executed a power of
attorney appointing James C. Gardill their attorney-in-fact, empowering
him to sign this report on their behalf.
Frank K. Abruzzino
Gilbert S. Bachmann
Charles J. Bradfield
Ray A. Byrd
H. Thomas Corrie
Christopher V. Criss
Stephen F. Decker
James D. Entress, D.M.D.
Roland L. Hobbs
Edward M. George By: /s/ James C. Gardill
Walter W. Knauss, Jr. -----------------------------------
Eric Nelson
John J. Paull
Patrick L. Schulte
Melvin C. Snyder, Jr.
Carter W. Strauss
Thomas L. Thomas, M.D.
John A. Welty
William E. Witschey
20
<PAGE> 21
EXHIBIT 12
WesBanco, Inc.
Computation of Ratio of Earnings to Fixed Charges
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
December 31,
--------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Net income $15,697 $17,842 $16,471* $14,403 $13,741
Provision for income taxes 5,780 6,587 6,523 5,239 4,487
--------------------------------------------
Earnings before provision
for income taxes 21,477 24,429 22,994 19,642 18,228
--------------------------------------------
Preferred stock dividend
requirements 183 184 184 184 18
Ratio of pretax income to
net income 1.37 1.37 1.40 1.36 1.33
--------------------------------------------
Preferred dividend factor $ 250 $ 252 $ 257 $ 251 $ 24
Ratio of earnings to preferred
dividends 85.8 97.0 89.5 78.3 763.4
--------------------------------------------
</TABLE>
* Does not include the change in accounting for postretirement benefits-net
of tax effect of ($592,000).
WesBanco has no fixed charges as defined by Regulation S-K Item 503-
Summary; Risk Factors; Ratio of Earnings to Fixed Charges.
35
<PAGE> 22
EXHIBIT 99.1
PRICE WATERHOUSE, LLP
REPORT OF INDEPENDENT ACCOUNTANTS
To the Shareholders and Board of Directors of WesBanco, Inc.
In our opinion, based on our audits and the report of other
auditors, the accompanying consolidated balance sheets and the related
consolidated statements of income, of changes in shareholders' equity and
cash flows present fairly, in all material respects, the financial
position of WesBanco, Inc., and its subsidiaries (the Corporation) at
December 31, 1994 and 1993, and the results of its operations and its
cash flows for each of the three years in the period ended December 31,
1994, in conformity with generally accepted accounting principles. These
financial statements are the responsibility of the Corporation's
management; our responsibility is to express an opinion on these
financial statements based on our audits. We did not audit the financial
statements of First Fidelity Bancorp, Inc. for 1993 and 1992, which
statements reflect total assets of $307,965,000 at December 31, 1993, and
net interest income of $13,913,000 and $14,013,000 for the years ended
December 1993 and 1992, respectively. 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 and 1992, is based solely on
the report of the other auditors. We conducted our audits of the
consolidated statements in accordance with generally accepted auditing
standards, which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits and the report of
other auditors provide a reasonable basis for the opinion expressed
above.
As discussed in Note 5, Note 18 and Note 16, the Corporation adopted
Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting
for Certain Investments in Debt and Equity Securities," SFAS No. 109,
"Accounting for Income Taxes," and SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," during 1994, 1993 and
1992, respectively.
/s/ Price Waterhouse, LLP
Price Waterhouse, LLP
600 Grant Street
Pittsbugh, Pennsylvania 15219
January 19, 1995
21
<PAGE> 23
EXHIBIT 99.2
REPORT OF INDEPENDENT AUDITORS
Board of Directors and Shareholders
First Fidelity Bancorp, Inc.
We have audited the accompanying consolidated statement of condition of
First Fidelity Bancorp, Inc. and subsidiaries as of December 31, 1993,
and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the two years in the
period ended December 31, 1993. These financial statements are the
responsibility of the Corporation's management. Our responsibilty is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
First Fidelity Bancorp, Inc. and subsidiaries at December 31, 1993,
and the consolidated results of their operations and their cash
flows for each of the two years in the period ended December 31, 1993
in conformity with generally accepted accounting principles.
/s/ Ernst & Young
Ernst & Young
February 16, 1994
22
<PAGE> 1
EXHIBIT 10.1
THE RESTATED WESBANCO, INC. AND WESBANCO AFFILIATE BANKS
DIRECTORS DEFERRED COMPENSATION PLAN
Section 1 - THE PLAN. Wesbanco, Inc. hereby establishes a deferred
compensation plan to be known and described as "Wesbanco, Inc. and Wesbanco
Affiliate Banks Directors Deferred Compensation Plan". The Plan is an unfunded
deferred compensation plan and it is the intention of the parties that the
arrangements herein set forth be unfunded for tax purposes and for purposes of
Title I of ERISA. Amounts deferred pursuant to the Plan shall remain
unrestricted assets, at all times, of the Corporation. Participants in the
Plan have the status of general unsecured creditors of the Corporation and the
Plan constitutes a mere promise by the Corporation to make benefit payments in
the future.
Section 2 - DEFINITIONS. As used herein, the terms hereinafter set
forth shall be construed as follows:
(a) The term "Plan" shall mean the Wesbanco, Inc. and
Wesbanco Affiliate Banks Directors Deferred Compensation Plan.
(b) The term "Corporation" shall mean Wesbanco, Inc.,
and each wholly owned subsidiary of Wesbanco, Inc. which adopts
the Plan on behalf of its Directors and establishes accounts for the
benefit of such Directors.
(c) The term "Board of Directors" and the term "Board"
shall mean the Board of Directors of the Corporation (exclusive of
Honorary Directors).
(d) The term "Director" shall mean a duly elected member
of the Board of Directors.
(e) The term "account" shall mean a deferred compensation
account established under and pursuant to the Plan.
(f) The term "fees" shall include all compensation, as fixed
and determined by the Board of Directors, which is payable to a
member of the
1
<PAGE>
<PAGE> 2
Board for attendance at meetings, whether regular or special, of the
Board of Directors, the Executive Committee, and all other
Committees which have been established, or in the future may be
established, by the Board of Directors.
(g) The term Trust shall mean the Wesbanco, Inc. and
Wesbanco Affiliate Banks Directors Deferred Compensation Plan
Trust. Such "Trust" and the assets held by the Trust to assist the
Corporation in meeting its obligations under the Plan shall conform
to the terms of the model trust as described in Revenue Procedure
92-64, 1992-2 C.B. 422.
(h) The term "Unforeseeable Emergency" shall mean an
unanticipated emergency that is caused by an event beyond the
control of the participant or beneficiary and that would result in
severe financial hardship to the individual if early withdrawal were
not permitted.
Section 3 - ELIGIBILITY TO PARTICIPATE. The right to participate
in the Plan shall be limited to members of the Board of Directors.
Section 4 - ELECTION TO PARTICIPATE. Any member of the
Board of Directors who desires to participate in the Plan may elect for any
year, on or before the 31st day of December of the preceding year, to defer all
or a specified part of the fees which thereafter shall be payable to him for
services in the succeeding year. Additionally, such an election may be made at
any time within thirty (30) days following the date on which a person is
elected to the Board of Directors if such person was not a member of the Board
on the preceding December 31st, provided that such election shall apply only
for fees earned for services performed subsequent to the election for such
calendar year. A Director may also make such an election within thirty (30)
days following adoption of the Plan by such subsidiary of Wesbanco, Inc. which
had not previously participated in the Plan, provided that such election shall
apply only for fees earned for services performed subsequent to the election
for such calendar year.
2
<PAGE>
<PAGE> 3
Section 5 - MANNER OF MAKING ELECTION. An election to
participate in the Plan shall be made by written notice, on such form as may be
prescribed by the Corporation, which shall be signed by the electing Director
and filed with the Corporation.
Section 6 - ACCOUNTING AND ADMINISTRATION. The
Corporation, and each adopting subsidiary thereof, shall establish and maintain
on its books a deferred compensation account for, and in the name of, each
Director who elects to participate in the Plan, each such account to be known
and designated as "The Deferred Compensation Account of ___________________,"
and shall credit to each such account all fees that are payable, and otherwise
should be paid directly, to the Director in whose name the account is
established. Each such credit shall be entered in the account as of the date
on which the fee represented thereby is payable.
Section 7 - INTEREST. Interest shall be credited to each account, during
the period that the person in whose name such account is carried is a member of
the Board of Directors, at the rate from time to time determined by Wesbanco
Bank Wheeling (or other adopting subsidiary) for, and payable on, funds on
deposit in the Money Market Accounts maintained by the bank. Interest
computation shall be made, and the amount of each computation entered in the
account as a credit, on the same dates that interest is computed by the bank on
the aforesaid Money Market Accounts.
Section 8 - WESBANCO COMMON STOCK. Alternatively, a Director
may elect to designate that such account be deemed to be invested in Wesbanco
Common Stock. Such election may be made as to all or part of such credits and
may be made for existing account balances. In the event such an election is
made, such designated account balances or credits shall be deemed to be invested
in such common stock and the electing Director's account shall be credited with
such shares and the subsequent dividends reinvested therein as if they had been
so invested from the date of such election.
Section 9 - TERMINATION OF ELECTION TO PARTICIPATE. An
election to defer fees pursuant to the Plan may be terminated as of the 1st day
of any month by written
3
<PAGE>
<PAGE> 4
notice, signed by the participating Director, delivered to the Corporation not
less than thirty (30) days prior to the date on which such termination is to
become effective. In the absence of such termination, an election shall remain
in effect as long as the participating Director continues to be a member of the
Board of Directors of the Corporation.
Section 10 - PAYMENT OF DEFERRED COMPENSATION. No
payments shall be made from any account as long as the Director in whose name
such account has been established continues to be a member of the Board of
Directors provided, however, that in the event of an Unforeseeable Emergency,
benefits may be payable, upon approval of the Corporation, without termination
of Board membership, but only to the extent necessary to meet the emergency.
When a participating Director ceases to be a member of the Board, the
Corporation shall pay to him, in equal annual installments, or at his
irrevocable election, in one lump sum, the aggregate cash account amount or
securities deemed held therein, standing to his credit in the account
maintained for his benefit as of the close of business on the date of the
termination of his membership on the Board, with interest thereon, until paid
in full, at the rate payable on Wesbanco Bank Wheeling (or other adopting
subsidiary) Money Market Accounts for cash accounts Such annual installments,
together with interest as above provided, shall be paid over a period of years,
with a maximum of ten years, that shall equal in number the number of full
calendar years that such Director was a participant in the Plan. The first of
such installments (or the lump sum distribution) shall be due and payable on
the 2nd day of the calendar year immediately following the year in which the
participating Director ceases to be a member of the Board, and the remaining
installments shall be due and payable on the 2nd day of January in each
succeeding calendar year during the period that such installments are to be
paid. In the event a participating Director has elected to deem to invest part
or all of his account balance or credits in Wesbanco Common Stock pursuant to
Section 8 hereof, the Corporation shall delay any plan distribution to such
Director for a period of six months from the date such Director ceases to be a
member of the Board of Directors or such lesser period as may be necessary to
comply with the provisions of Section 16b of the Securities Exchange Act
4
<PAGE>
<PAGE> 5
of 1934 or the rules promulgated by the Securities and Exchange Commission
under Section 16b.
Section 11 - DEATH OF PARTICIPATING DIRECTOR. In the event
of the death of a participating Director prior to the receipt in full of all
funds or common stock credited to his account, the aggregate amount so
credited, as of the close of business on the date of such Director's death,
shall be paid, by the Corporation, in one sum, or distributed by the
Corporation in the event of common stock, to such Directors' surviving spouse,
or, if there be no surviving spouse, to the estate of such Director; provided,
that in the event a participating Director has elected to deem to invest part
or all of his account balance or credits in Wesbanco Common Stock pursuant to
Section 8 hereof, the Corporation shall delay any plan distribution from such
account to such surviving spouse or such estate, as the case may be, for a
period of six months from the date of such Director's death or such lesser
period as necessary to comply with the provisions of Section 16b of the
Securities Exchange Act of 1934 or the rules promulgated by the Securities and
Exchange Commission under Section 16b.
SECTION 12 - OPTIONAL METHODS OF PAYMENT. In lieu of an
installment payment pursuant to Section 10, or in lieu of a lump sum payment
pursuant to Section 11, a participating Director shall have the right, by
instrument in writing filed with the Corporation, to select an optional method
of payment:
(a) Payment in one sum to such person, or in specified shares to such
persons, as such Director shall designate; or
(b) Payment in annual installments (if the amount to be distributed
is not less than $1,000 or consisting of stock with a fair market value of
at least $1,000), with interest on the deferred cash portion until paid in
full at the rate payable on Wesbanco Bank Wheeling (or other adopting
subsidiary) Money Market Accounts, to such person as such Director shall
designate, as follows:
(i) If death occurs while such Director is a member of the
Board, payment in annual installments, with a maximum of 10,
5
<PAGE>
<PAGE> 6
over a period of years that shall equal the number of full calendar
years that such Director was a participant in the Plan. The first of
such installments shall be due and payable on the 2nd day of
January in the year immediately following the year of death, and
the remaining installments shall be due and payable on the 2nd
day of January in each of the succeeding years during the said
period.
(ii) If death occurs subsequent to the termination of such
Director's membership on the Board, and after the payment to
such Director of one or more of the annual installments provided
in Section 10 hereof, payment of the remaining annual
installments to such designated beneficiary.
A participating Director must elect either of the foregoing options at
such time as the deferral election is made pursuant to Section 4 of the Plan.
Such election must be made by instrument in writing filed with the Corporation
and upon such filing shall be irrevocable. In the event a Director fails to
make a timely election, the benefits under this Plan shall be distributed in
annual installments if paid pursuant to Section 10, or in a lump sum if paid
pursuant to Section 11.
Section 13 - DEATH OF BENEFICIARY OF PARTICIPATING DIRECTOR. In
the event that any person who is designated as a beneficiary of a participating
Director, pursuant to Section 11 hereof, should predecease such Director, the
designation of such person as a beneficiary shall be rendered completely
inoperative, and of no force or effect whatsoever. In the event that any such
person should survive such participating Director but should die before the
receipt of all funds payable to such person pursuant to the election by the
said Director of the option set forth in Section 12(b) hereof, the balance of
such funds shall be paid to the estate of such person.
6
<PAGE>
<PAGE> 7
Section 14 - FUNDS AND INTEREST NONASSIGNABLE. Benefits payable to Plan
participants and their beneficiaries under this Plan may not be anticipated,
assigned (either at law or in equity), alienated, pledged, encumbered, or
subjected to attachment, garnishment, levy, execution or other legal or
equitable process.
Section 15 - PAYMENT TO MINOR BENEFICIARIES. In the event that any person
designated as a beneficiary by a participating Director is a minor, the
Corporation may make payment of any funds or common stock to which such minor
is entitled hereunder by making such payment to such minor, or to the parent,
guardian, or person having custody of, such minor, and the receipt of such
parent, guardian or other person shall be a full and sufficient discharge to
the Corporation for such payment.
Section 16 - AMENDMENT, MODIFICATION OR TERMINATION OF PLAN.
he Plan, as hereinabove set forth, may be amended, modified, or terminated, at
any time, by the Board of Directors of the Corporation; provided, however, that
any such amendment, modification, or termination shall be prospective only in
its operation and effect, and shall not affect or prejudice the rights and
interests of any participating Director, or other person, as fixed and
determined prior to the adoption thereof. In the event the Plan is terminated,
any amounts credited to the participant's account shall be distributed in
accordance with the provisions of the Plan.
Section 17 - EFFECTIVE DATE. The effective date of this Plan, which is a
successor to the previously adopted Wesbanco, Inc. Directors Deferred
Compensation Plan and Wesbanco Bank Wheeling (formerly Wheeling Dollar Savings
& Trust Co.) Directors Deferred Compensation Plan, and into which these prior
Plans shall be merged, is December 15, 1994, subject to obtaining a favorable
ruling from the Internal Revenue Service for such new plan.
WESBANCO, INC.
By /s/ Dennis P. Yaeger
-----------------------------
Its Exec. Vice President & COO
----------------------------
7
<PAGE> 1
EXHIBIT 10.2
SECOND AMENDED EMPLOYMENT AGREEMENT
THIS AMENDED EMPLOYMENT AGREEMENT, made and entered
into this 1st day of June, 1994, by and between WESBANCO BANK
FAIRMONT, NATIONAL ASSOCIATION, Fairmont, West Virginia, a national
banking association, hereinafter referred to as "Bank", and PATRICK L.
SCHULTE, hereinafter referred to as "Employee", and WESBANCO, INC., a
West Virginia corporation, hereinafter referred to as "Wesbanco".
WHEREAS, Employee heretofore executed an Employment Agreement
under date of February 28, 1994, as amended by Agreement dated May 10, 1994,
providing for terms and conditions of employment with the Bank (hereinafter
collectively called "Agreement"); and
WHEREAS, due to changes which have arisen with respect to the physical
health of Employee and in consideration of the personal well-being of Employee
in light thereof, the Employee and the Bank hereby desire to provide for certain
amendments to the Agreement to permit the Employee to retire effective June 1,
1994, to provide for the payment of certain benefits, and to make certain
modifications and amendments to said Agreement as a consequence.
WITNESSETH THAT: In consideration of the mutual promises and
undertakings hereinafter set forth, the parties hereto agree as follows:
1. RETIREMENT. Effective June 1, 1994, Employee shall retire from
active full time employment with the Bank and shall no longer be considered a
full time Employee thereof. Employee shall, however, serve in the position of
Vice-Chairman of the Bank so long as he shall continue as a member of the
Board of Directors of Bank. Additionally, effective June 1, 1994,
1
<PAGE>
<PAGE> 2
Employee shall resign as an officer of Wesbanco and shall no longer be
considered an officer of Wesbanco as of such date.
2. INSTALLMENT PAYMENTS. In consideration for Employee's
services, consultation and advice, and as consideration for the modification of
his Agreement with the Bank, the Bank agrees to pay Employee, and Employee
agrees to accept, monthly payments in the gross amount of Nine Thousand Seven
Hundred Twenty-two Dollars ($9,722.00) per month over a period of thirty-six
(36) months, beginning June 1, 1994. Said payments shall continue until all
thirty-six (36) monthly payments have been paid. In the event of the death of
Employee prior to the expiration of such payments, such payments shall be made
to the surviving spouse of Employee and in the event of her death prior to the
expiration of such payments, to the estate of the surviving spouse of Employee.
The parties hereto acknowledge that such payments shall not be considered as
compensation for purposes of Wesbanco's and Bank's Defined Benefit Pension
Plan or Wesbanco's Employee Stock Ownership Plan.
3. HOSPITALIZATION BENEFITS AND LIFE INSURANCE. In
accordance with the provisions of Paragraph 7 of the Agreement, the Bank shall
continue to provide hospitalization coverage for Employee and Employee's
spouse in accordance with the Bank's group hospitalization plan in effect from
time to time until Employee and Employee's spouse reach age sixty-five (65).
Employee shall also continue to be covered as a retired Employee under the
existing group life policy of Wesbanco Bank Fairmont, National Association,
which the parties agree would provide continuing coverage up to one-fourth of
Employee's most recent life insurance benefit, or a minimum of Eighty-seven
Thousand Five Hundred Dollars ($87,500.00), to the extent coverage can be
provided under such policy.
2
<PAGE>
<PAGE> 3
4. CONTINUATION AS A MEMBER OF THE BOARD OF DIRECTORS OF BANKS
AND WESBANCO. It is anticipated that Employee shall continue as a member of
the Board of Directors of Wesbanco and the continuing affiliate banks of the
Wesbanco system upon which Employee presently serves. Additionally, it is
anticipated that Employee will continue as a member of the Executive
Committee of Wesbanco. In light of the payments made hereunder, and in light
of the existing policies of Wesbanco, Employee shall not be entitled to fees
as a member of the Board of Directors of any of the affiliate banks of
Wesbanco, except Wesbanco Bank Fairmont, National Association, during the
period in which Employee is receiving payments hereunder.
5. SUPERSEDING AGREEMENT. This Agreement is intended to
amend and supersede the terms and provisions of the Agreement and is intended
to be binding upon the Bank's successors and assigns, including, without
limitation, any company or corporation which may acquire substantially all of
the Bank's assets or business, or with, or into which, Bank may be merged or
otherwise consolidated. Provided, however, Employee may elect to rescind this
Agreement by written notice to the Bank delivered not earlier than March 31,
1995, whereupon this Agreement shall terminate. In the event this Agreement is
terminated as provided in the immediately preceding sentence, all of the then
remaining of the 36 payments described in the Agreement (and as further referred
to in Paragraph 2 hereof) shall be paid on account of the retirement of the
Employee.
6. CERTAIN OBLIGATIONS OF WESBANCO. While the parties
acknowledge that certain provisions of this Agreement may be unenforceable in
some respects against the Bank, pursuant to applicable banking law, it is
nonetheless the intention of the parties to create, pursuant to this Agreement,
a valid and binding Agreement with specified benefits. As an inducement for
Employee and Bank to enter into this Agreement whereby Employee would be
retired from full time employment with the Bank, Wesbanco hereby undertakes
the independent, separate and unconditional obligation to pay the amounts which
are or may become due to Employee under this Agreement as set forth herein,
regardless of the status of the direct or indirect enforceability
3
<PAGE>
<PAGE> 4
or validity of Bank's obligation under applicable banking law to pay any or all
such amounts as may be due hereunder to Employee. Wesbanco hereby
specifically waives any rights it may otherwise have to indemnification or
contribution from Bank or to be subrogated to the claim of Employee hereunder
in the event that such payments as are made by Wesbanco would be
unenforceable or invalid for any reason against the Bank.
7. MISCELLANEOUS. The invalidity or unenforceability of any term or
provision of this Agreement as against any one or more parties hereto, shall not
impair or affect the other provisions hereof or the enforceability of said term
or provision against the other parties hereto, and notwithstanding any such
invalidity or unenforceability, each term or provision hereof shall remain in
full force and effect to the full extent consistent with law.
8. SUPPLEMENTAL BENEFITS. The parties hereto acknowledge the
continuing understanding set forth in Section 3(A) of the Agreement that, to the
extent that the recent merger between First Fidelity Bancorp, Inc. and FFB
Corporation would adversely impact the continuation of any benefit programs
affecting Employee, not otherwise herein specifically addressed, the Bank and
Wesbanco hereby covenant and agree to replace by separate insurance or
compensation, or to otherwise make Employee whole on an after tax basis with
respect to, any such benefits to which the Employee might otherwise have been
entitled but for such merger.
9. SOCIAL SECURITY TAXES. The parties acknowledge that this
Second Amended Employment Agreement may result in additional Social
Security Taxes being incurred by Employee for the payments to be received by
Employee hereunder, over and above the amounts to which such payments might
have been subject by reason of the Amended Employment Agreement dated May
10, 1994. Accordingly, Bank hereby agrees to indemnify and save Employee
harmless from any such additional social security taxes for the payments to be
made for the period from January 1, 1995, through and including April 30, 1995,
or such longer period as this Second Amended Employment Agreement remains
in effect as herein provided.
4
<PAGE>
<PAGE> 5
IN WITNESS WHEREOF, Bank and Wesbanco have caused these
presents to be signed, and their corporate seals to be hereto affixed, and
Employee has hereto affixed his signature and seal, at Fairmont, West Virginia,
as of the day and year first above written.
WESBANCO BANK FAIRMONT,
NATIONAL ASSOCIATION
By /s/ Frank Kerekes
--------------------------------
Its President
-----------------
(CORPORATE SEAL)
ATTEST:
/s/ Aaron L. Hawkins
- ---------------------------
Secretary
WESBANCO, INC.
By /s/ James C. Gardill
--------------------------------
Its Chairman
-------------------
(CORPORATE SEAL)
ATTEST:
/s/ Shirley A. Bucan
- ---------------------------
Secretary
/s/Patrick L. Shulte
----------------------------------
PATRICK L. SCHULTE
This instrument was prepared by James C. Gardill, Esq., PHILLIPS, GARDILL,
KAISER, & ALTMEYER, 61-14th Street, Wheeling, WV, 26003.
5
<PAGE> 1
WESBANCO, INC.
CONSOLIDATED BALANCE SHEET
- ------------------------------------------------------------------------------
(in thousands, except for shares)
<TABLE>
<CAPTION>
December 31,
---------------------------
1994 1993
- -------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash and due from banks (Note 3) $ 47,643 $ 47,306
Due from banks - interest bearing 297 297
Federal funds sold 17,370 29,349
Investment securities: (Note 5)
Held to maturity (market values of $266,945 and $418,800, respectively) 274,173 409,544
Available for sale carried at market value 202,705 ---
Available for sale at lower of cost or market (market value of $84,685) --- 83,123
- -------------------------------------------------------------------------------------------------------
Total investment securities 476,878 492,667
- -------------------------------------------------------------------------------------------------------
Loans: (Note 4) 782,570 753,362
Unearned income (9,118) (7,213)
Reserve for possible loan losses (Note 8) (12,317) (11,851)
- -------------------------------------------------------------------------------------------------------
Net loans 761,135 734,298
- -------------------------------------------------------------------------------------------------------
Bank premises and equipment (Note 9) 21,874 22,453
Accrued interest receivable 11,347 12,020
Other assets (Note 10) 14,424 8,432
- -------------------------------------------------------------------------------------------------------
Total Assets $1,350,968 $1,346,822
- -------------------------------------------------------------------------------------------------------
LIABILITIES
Deposits:
Non-interest bearing demand $ 130,739 $ 121,390
Interest bearing demand 263,717 277,756
Savings deposits 296,961 317,496
Certificates of deposit (Note 11) 417,802 396,962
- -------------------------------------------------------------------------------------------------------
Total deposits 1,109,219 1,113,604
- -------------------------------------------------------------------------------------------------------
Federal funds purchased and repurchase agreements 65,750 51,226
Short-term borrowings 4,444 10,454
Accrued interest payable 5,360 5,452
Other liabilities 7,705 6,729
- -------------------------------------------------------------------------------------------------------
Total Liabilities 1,192,478 1,187,465
- -------------------------------------------------------------------------------------------------------
Redeemable Preferred Stock (Series A, 8% Cumulative, $1.25 par value,
10,000 shares issued; 9,925 and 10,000 shares outstanding, respectively)
(Note 20) 1,860 1,841
SHAREHOLDERS' EQUITY (Note 13)
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 and 8,722,103 shares issued, respectively) 18,087 18,170
Capital surplus 26,968 27,910
Retained earnings 121,641 113,516
Less: Treasury stock (172,145 and 49,960 shares, respectively, at cost) (4,735) (1,323)
Market value adjustment on investments available for sale -
net of tax effect (4,482) ---
- -------------------------------------------------------------------------------------------------------
157,479 158,273
Deferred employee benefit related to ESOP (Note 12) (849) (757)
- -------------------------------------------------------------------------------------------------------
Total Shareholders' Equity 156,630 157,516
- -------------------------------------------------------------------------------------------------------
Total Liabilities, Redeemable Preferred Stock and
Shareholders' Equity $1,350,968 $1,346,822
- -------------------------------------------------------------------------------------------------------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
4
<PAGE>
<PAGE> 2
WESBANCO, INC.
CONSOLIDATED STATEMENT OF INCOME
- ------------------------------------------------------------------------------
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
For the years ended December 31,
--------------------------------
1994 1993 1992
- --------------------------------------------------------------------------------------
<S> <C> <C> <C>
Interest income:
Interest and fees on loans $62,626 $63,716 $66,388
- --------------------------------------------------------------------------------------
Interest on investment securities:
U.S. Treasury and Federal Agency securities 21,260 23,272 25,511
States and political subdivisions 6,907 6,644 6,011
Other investments 488 1,178 1,438
- --------------------------------------------------------------------------------------
Total interest on investment securities 28,655 31,094 32,960
- --------------------------------------------------------------------------------------
Other interest income 743 847 2,422
- --------------------------------------------------------------------------------------
Total interest income 92,024 95,657 101,770
- --------------------------------------------------------------------------------------
Interest expense:
Interest bearing demand deposits 7,357 8,172 9,855
Savings deposits 8,584 9,917 10,750
Certificates of deposit 17,730 19,346 25,415
- --------------------------------------------------------------------------------------
Total interest on deposits 33,671 37,435 46,020
Other borrowings 1,957 1,948 2,062
- --------------------------------------------------------------------------------------
Total interest expense 35,628 39,383 48,082
- --------------------------------------------------------------------------------------
Net interest income 56,396 56,274 53,688
Provision for possible loan losses (Note 8) 6,055 3,229 3,279
- --------------------------------------------------------------------------------------
Net interest income after provision for
possible loan losses 50,341 53,045 50,409
- --------------------------------------------------------------------------------------
Other income:
Trust fees 4,425 4,160 3,936
Charge card discounts and fees 922 958 973
Service charges and other income 5,037 4,813 4,548
Net investment securities transaction gains 366 164 404
- --------------------------------------------------------------------------------------
Total other income 10,750 10,095 9,861
- --------------------------------------------------------------------------------------
Other expenses:
Salaries and wages 17,621 16,569 15,964
Pension and other employee benefits (Notes 15 and 16) 4,073 3,886 3,607
Net occupancy expense (Note 9) 1,949 2,020 2,082
Equipment expense 2,381 2,418 2,377
Other operating expense (Note 17) 13,590 13,818 13,246
- --------------------------------------------------------------------------------------
Total other expenses 39,614 38,711 37,276
- --------------------------------------------------------------------------------------
Income before provision for income taxes and effect of
the change in accounting for postretirement benefits 21,477 24,429 22,994
Provision for income taxes (Note 18) 5,780 6,587 6,523
- --------------------------------------------------------------------------------------
Income before effect of the change in accounting for
postretirement benefits 15,697 17,842 16,471
Effect of the change in accounting for postretirement
benefits - net of tax effect (Note 16) --- --- (592)
- --------------------------------------------------------------------------------------
Net Income $15,697 $17,842 $15,879
- --------------------------------------------------------------------------------------
Earnings per share of common stock: (Note 1)
Income before effect of the change in accounting for
postretirement benefits $1.81 $2.04 $1.88
Effect of the change in accounting for postretirement
benefits - net of tax effect -- -- (.07)
- --------------------------------------------------------------------------------------
Net Income $1.81 $2.04 $1.81
- --------------------------------------------------------------------------------------
</TABLE>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
5
<PAGE>
<PAGE> 3
WESBANCO, INC.
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
- ------------------------------------------------------------------------------
(in thousands, except for shares)
<TABLE>
<CAPTION>
For the years ended December 31, 1994, 1993 and 1992
-------------------------------------------------------------------------------------------------
Market Value
Adjustment on Deferred
Shares Common Capital Retained Treasury Investments ESOP
Outstanding Stock Surplus Earnings Stock Available for Sale Benefit Total
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1991 8,499,177 $17,734 $24,600 $ 95,863 $ (188) --- $(161) $137,848
- -----------------------------------------------------------------------------------------------------------------------------------
Net Income 15,879 15,879
Cash dividends:
Common ($.70 per share) (4,209) (4,209)
Common by pooled bank
prior to acquisition (1,622) (1,622)
Preferred by pooled bank
prior to acquisition (152) (152)
Accretion of preferred stock by pooled
bank prior to acquisition (32) (32)
Stock dividend declared by pooled
bank prior to acquisition 188,474 392 2,906 (3,298) ---
Common stock issued through
dividend reinvestment plan by
pooled bank prior to acquisition 10,127 21 151 172
Net treasury shares purchased (2,000) (33) (33)
ESOP borrowing (560) (560)
Principal payment on ESOP debt 161 161
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1992 8,695,778 18,147 27,657 102,429 (221) --- (560) 147,452
- -----------------------------------------------------------------------------------------------------------------------------------
Net Income 17,842 17,842
Cash dividends:
Common ($.785 per share) (5,178) (5,178)
Common by pooled bank
prior to acquisition (1,393) (1,393)
Preferred by pooled bank
prior to acquisition (152) (152)
Accretion of preferred stock by pooled
bank prior to acquisition (32) (32)
Common stock issued through
dividend reinvestment plan by
pooled bank prior to acquisition 11,365 23 253 276
Net treasury shares purchased (35,000) (1,102) (1,102)
ESOP borrowing (422) (422)
Principal payment on ESOP debt 225 225
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1993 8,672,143 18,170 27,910 113,516 (1,323) --- (757) 157,516
- -----------------------------------------------------------------------------------------------------------------------------------
Net Income 15,697 15,697
Cash dividends:
Common ($.86 per share) (7,389) (7,389)
Preferred (151) (151)
Accretion of preferred stock (32) (32)
Treasury stock used for ESOP 2,000 (16) 63 47
Net treasury shares purchased
or retired (164,185) (83) (926) (3,475) (4,484)
ESOP borrowing (246) (246)
Principal payment on ESOP debt 154 154
Market value adjustment on
investments available for sale
net of tax effect $(4,482) (4,482)
- -----------------------------------------------------------------------------------------------------------------------------------
Balance, December 31, 1994 8,509,958 $18,087 $26,968 $121,641 $(4,735) $(4,482) $(849) $156,630
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
There was no activity, or outstanding balances in the Nonredeemable Preferred
Stock during the years ended December 31, 1994, 1993 and 1992. See Note 20 for
discussion on Redeemable Preferred Stock.
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
6
<PAGE>
<PAGE> 4
WESBANCO, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
- -------------------------------------------------------------------------------
Increase (Decrease) in Cash and Cash Equivalents (in thousands)
<TABLE>
<CAPTION>
For the years ended December 31,
------------------------------------
1994 1993 1992
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Cash flows from operating activities:
Net Income $15,697 $17,842 $15,879
Adjustment to reconcile net income to net cash
provided by operating activities:
Effect of accounting change for postretirement
benefits - net of tax effect --- --- 592
Depreciation 2,033 1,930 1,873
Provision for possible loan losses 6,055 3,229 3,279
Investment amortization - net 5,094 5,612 3,967
Gains on sales of investment securities (366) (164) (404)
Deferred income taxes (107) (141) (757)
Other - net (1) (142) (362)
Increase or decrease in assets and liabilities:
Interest receivable 673 910 9
Other assets (2,994) 379 393
Interest payable (92) (723) (1,718)
Other liabilities 232 (478) (349)
- -----------------------------------------------------------------------------------------------
Net cash provided by operating activities 26,224 28,254 22,402
- -----------------------------------------------------------------------------------------------
Investing activities:
Investment securities held to maturity:
Proceeds from sales --- 5,596 27,338
Proceeds from maturities and calls 46,575 55,222 128,835
Payments for purchases (97,306) (147,831) (246,397)
Investment securities available for sale:
Proceeds from sales 67,002 31,981 ---
Proceeds from maturities and calls 52,364 90,435 ---
Payments for purchases (64,917) (35,344) ---
Other investing activities:
Net increase in loans (32,878) (38,741) (27,171)
Net (increase) decrease in charge card loans 27 1,271 (378)
Purchases of premises and equipment - net (1,519) (2,089) (2,383)
- -----------------------------------------------------------------------------------------------
Net cash used by investing activities (30,652) (39,500) (120,156)
- -----------------------------------------------------------------------------------------------
Financing activities:
Net increase (decrease) in certificates of deposit 20,840 (28,109) (58,941)
Net increase (decrease) in demand deposits and
savings accounts (25,225) 45,890 97,521
Increase in federal funds purchased and
repurchase agreements 14,524 721 1,137
Increase (decrease) in short-term borrowings (6,010) 2,563 (1,260)
Net proceeds from ESOP related borrowings 92 197 399
Dividends paid (6,984) (6,279) (5,791)
Change in treasury stock - net (4,484) (1,102) (33)
Other - net 33 (8) ---
- -----------------------------------------------------------------------------------------------
Net cash provided (used) by financing activities (7,214) 13,873 33,032
- -----------------------------------------------------------------------------------------------
Net increase (decrease) in cash and cash equivalents (11,642) 2,627 (64,722)
Cash and cash equivalents at beginning of year 76,655 74,028 138,750
- -----------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year $65,013 $76,655 $ 74,028
- -----------------------------------------------------------------------------------------------
</TABLE>
During 1994, 1993 and 1992, WesBanco paid $35,720, $40,106 and $49,800 in
interest on deposits and other borrowings and $5,955, $6,990 and $7,133 for
income taxes, respectively.
As of December 31, 1994, 1993 and 1992 the net change in in-substance
foreclosures amounted to $(1,908), $791, and $187, respectively. During 1994,
approximately $751 of loans classified as in-substance foreclosures were
either paid or transferred back to loans.
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
7
<PAGE>
<PAGE> 5
WESBANCO, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
NOTE 1: ACCOUNTING POLICIES
- ------------------------------------------------------------------------------
WesBanco, Inc. and its subsidiary banks provide banking
services primarily in the West Virginia and Eastern Ohio
markets. The significant accounting principles employed in
the preparation of the accompanying consolidated financial
statements are summarized below:
Principles of consolidation:
The Consolidated Financial Statements of WesBanco, Inc.
(the "Corporation") include the accounts of the Corporation
and its wholly owned subsidiaries. Material intercompany
transactions and accounts have been eliminated.
Investment securities:
Investments Held to Maturity:
Investment securities consisting principally of debt
securities, which are generally held to maturity, are stated
at cost, adjusted for amortization of premiums and accretion
of discounts. These securities are purchased with the intent
and ability to hold until their maturity. Amortization of
premiums and accretion of discounts are included in interest
on investment securities in the Consolidated Statement of
Income.
Investments Available for Sale:
U. S. Treasury and Agency debt securities with a maturity
date extending beyond three years of the purchase date,
mortgage backed securities, corporate securities, and
marketable equity securities are classified as available for
sale. These securities may be sold at any time based upon
management's assessment of changes in economic or financial
market conditions, interest rate or prepayment risks,
liquidity considerations, and other factors. These
securities are stated at market value, with the market value
adjustment, net of tax, reported as a separate component of
Shareholders' Equity. No permanent writedowns on these
securities have been required. Amortization of premiums and
accretion of discounts are included in interest on investment
securities in the Consolidated Statement of Income.
Investments Available for Trading:
The Corporation did not have a trading portfolio during
either of the two years ended December 31, 1994 and 1993.
Gains and Losses:
Net realized gains and losses on sale of investment
securities are included in the statement of income. The cost
of these securities sold is based on the specific
identification method.
Loans:
Interest is accrued as earned except where doubt exists as
to collectability, in which case recognition of income is
discontinued. Net loan fees and deferrable costs are not
material.
Reserve for possible loan losses:
The reserve for possible loan losses is maintained at a
level considered adequate by management to provide for
potential loan losses. The reserve is increased by
provisions charged to operating expenses and reduced by loan
losses net of recoveries. The amount of reserve is based on
management's evaluation of the loan portfolio, as well as
prevailing and anticipated economic conditions, past loan
loss experience, current delinquency factors, changes in the
character of the loan portfolio, specific problem loans and
other relevant factors.
Bank premises and equipment:
Bank premises and equipment are stated at cost less
accumulated depreciation. Bank premises and equipment are
depreciated over their estimated useful lives using either
the straight-line or an accelerated method. Useful lives are
revised when a change in life expectancy becomes apparent.
Maintenance and repairs are charged to expense and
betterments are capitalized. Gains and losses on bank
premises and equipment retired or otherwise disposed of, are
charged to expense when incurred.
Income taxes:
In accordance with Financial Accounting Standards (FAS)
No. 109, deferred tax assets and liabilities are recognized
for the expected future tax consequences attributable to
temporary differences between the carrying amounts of assets
and liabilities and their tax bases. In addition, such
deferred tax asset and liability amounts are adjusted for the
effects of enacted changes in tax laws or rates. The
Corporation's principal temporary differences relate to the
reserve for possible loan losses, the market value adjustment
on investments available for sale, depreciation and
postretirement benefits including pension expense and
accretion of discounts on investment securities.
Earnings per share:
Earnings per share are calculated based upon dividing net
income, less preferred stock dividends and accretion, by the
weighted average number of shares of common stock outstanding
during the year, retroactively adjusted for the April 1993
two for one stock split. Conversion of the preferred stock
to common stock, in accordance with the conversion
requirements, would increase outstanding
8
<PAGE>
<PAGE> 6
NOTE 1: ACCOUNTING POLICIES (CONTINUED)
- ------------------------------------------------------------------------------
common shares by approximately 113,443 shares. The fully
dilutive effect of preferred stock is less than 3%.
Trust department:
Assets held by the subsidiary banks in fiduciary or agency
capacities for their customers are not included as assets in
the accompanying Consolidated Balance Sheet. Trust fees are
reported on the cash basis of accounting in accordance with
customary banking practice. Reporting of trust income on an
accrual basis would not materially affect net income.
Certain trust assets are held on deposit at subsidiary banks.
Statement of cash flows:
For the purpose of reporting cash flows, cash and cash
equivalents include cash and due from banks, and Federal
funds sold. Generally, Federal funds are sold for one day
periods.
New accounting standards to be adopted:
The following financial accounting standards will be
implemented by WesBanco, Inc. on January 1, 1995.
FAS No. 114, "Accounting by Creditors for Impairment of a
Loan," requires that certain impaired loans be measured based
on the present value of expected future cash flows discounted
at the loan's effective interest rate or, as a practical
expedient, at the loan's observable market price or the fair
value of the collateral if the loan is collateral dependent.
FAS No. 114 is effective for periods beginning after December
15, 1994 and the Corporation anticipates the adoption of FAS
No. 114 will not have a material impact on the financial
condition or results of operations of the Corporation.
FAS No. 118, "Accounting by Creditors for Impairment of a
Loan - Income Recognition and Disclosures" amends FAS No. 114
and eliminates its provisions regarding how a creditor should
report income on an impaired loan. FAS No. 118 also
clarifies disclosure requirements. FAS No. 118 is effective
for periods beginning after December 31, 1994.
NOTE 2: ACQUISITIONS AND MERGERS
- ------------------------------------------------------------------------------
On February 28, 1994, WesBanco, Inc. acquired First
Fidelity Bancorp, Inc. which had total assets as of the
acquisition date of approximately $309,911,000. In
accordance with terms of the merger, WesBanco issued
2,093,815 shares of common stock and 10,000 shares of
redeemable preferred stock. WesBanco retired and used as
part of the transaction 40,000 shares of treasury stock. The
acquisition was accounted for as a pooling-of-interests and
accordingly, the consolidated financial statements include
the accounts of First Fidelity Bancorp for all periods
presented. For the two months ended February 28, 1994
(unaudited), First Fidelity Bancorp had net income of
$611,000 and net interest income of $2,257,000 and WesBanco
had net income of $2,461,000 and net interest income of
$6,786,000.
On July 17, 1992, WesBanco, Inc. acquired First National
Bank of Barnesville, which had total assets of $143,706,000
as of the acquisition date. In accordance with the terms of
the merger, WesBanco issued 600,000 shares of common stock
for all of the First National Bank of Barnesville's stock.
The acquisition was accounted for as a pooling-of-interests
and accordingly, the consolidated financial statements
include the accounts of First National Bank of Barnesville
for all periods presented.
NOTE 3: RESTRICTED CASH BALANCES
- ------------------------------------------------------------------------------
Federal Reserve regulations require depository
institutions to maintain cash reserves with the Federal
Reserve Bank. The average amounts of required reserve
balances were approximately $6,519,000 and $7,392,000 during
1994 and 1993, respectively.
NOTE 4: LOANS
- ------------------------------------------------------------------------------
The following is a summary of total loans:
(in thousands)
<TABLE>
<CAPTION>
December 31,
--------------------
1994 1993
- -------------------------------------------------------------------------
<S> <C> <C>
Loans:
Commercial $157,855 $161,102
Real estate -- construction 24,734 21,181
Real estate -- mortgage 358,540 342,173
Installment 241,441 228,906
- -------------------------------------------------------------------------
Total Loans $782,570 $753,362
- -------------------------------------------------------------------------
</TABLE>
9
<PAGE>
<PAGE> 7
NOTE 4: LOANS (CONTINUED)
- ------------------------------------------------------------------------------
Most lending is with customers who are located within the
state of West Virginia and Eastern Ohio. There is no
significant concentration of credit risk by industry or by
individual borrowers, no significant exposure to highly
leveraged loan transactions, nor any foreign loans. Loans
aggregating $4,517,000, and $9,477,000 were classified as
renegotiated or nonaccrual as of December 31, 1994 and 1993,
respectively. Interest and fees on loans would have been
increased by approximately $715,000, $593,000 and $437,000
for the years 1994, 1993 and 1992, respectively, if these
loans had earned their stated interest for the entire year.
The amount of interest included in net interest income from
renegotiated and nonaccrual loans is $284,000, $629,000 and
$451,000 for the years ended December 31, 1994, 1993 and
1992, respectively. The subsidiary banks, in the ordinary
course of business, grant loans to related parties at terms
which do not vary from terms that would have been required if
the transactions had been with unrelated parties.
Indebtedness of related parties aggregated approximately
$42,925,000, $39,934,000 and $32,354,000 as of December 31,
1994, 1993 and 1992, respectively. Activity for the year
ended December 31, 1994 is summarized as follows: (in
thousands)
<TABLE>
<CAPTION>
- ----------------------------------------------
<S> <C>
Balance, beginning of year $39,934
Additions 25,088
Cash payments and other reductions (22,097)
- ----------------------------------------------
Balance, end of year $42,925
- ----------------------------------------------
</TABLE>
NOTE 5: INVESTMENT SECURITIES
- ------------------------------------------------------------------------------
Effective January 1, 1994, the Corporation adopted the
provisions of FAS No. 115. Under the new rules, debt
securities for which the company has both the positive intent
and ability to hold to maturity are carried at amortized
cost. Debt securities that the company does not have the
positive intent and ability to hold to maturity and all
marketable equity securities are classified as available for
sale and carried at fair value. The market value adjustment
on securities classified as available for sale is carried as
a separate component of shareholders' equity. In accordance
with FAS No. 115 retroactive restatement has not been
applied. The following is a summary of held-to-maturity
securities and available-for-sale securities:
(in thousands)
<TABLE>
<CAPTION>
December 31, 1994
----------------------------------------------------------------------------------------------
Held-To-Maturity Securities Available-For-Sale Securities
--------------------------------------------- --------------------------------------------
Gross Gross Estimated Gross Gross Estimated
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair
Cost Gains Losses Value Cost Gains Losses Value
--------------------------------------------- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and
Federal Agency
Securities $150,197 $ 11 $(4,102) $146,106 $200,440 $285 $(7,611) $193,114
Obligations of
states and political
subdivisions 122,716 520 (3,657) 119,579 --- --- --- ---
U.S. Corporate securities --- --- --- --- 919 1 (5) 915
Mortgage-backed
securities --- --- --- --- 8,113 26 (351) 7,788
Other debt
securities 1,260 --- --- 1,260 24 --- --- 24
- ----------------------------------------------------------------------------------------------------------------------
Total debt
securities 274,173 531 (7,759) 266,945 209,496 312 (7,967) 201,841
- ----------------------------------------------------------------------------------------------------------------------
Equity securities --- --- --- --- 551 317 (4) 864
- ----------------------------------------------------------------------------------------------------------------------
Totals $274,173 $531 $(7,759) $266,945 $210,047 $629 $(7,971) $202,705
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
10
<PAGE>
<PAGE> 8
NOTE 5: INVESTMENT SECURITIES (CONTINUED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31, 1993
--------------------------------------------------------------------------------------------
Held-To-Maturity Securities Available-For-Sale Securities
--------------------------------------------- --------------------------------------------
Gross Gross Estimated Gross Gross Estimated
Amortized Unrealized Unrealized Fair Amortized Unrealized Unrealized Fair
Cost Gains Losses Value Cost Gains Losses Value
--------------------------------------------- --------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
U.S. Treasury and
Federal Agency
Securities $274,962 $ 5,503 $(467) $279,998 $74,808 $1,365 $(36) $76,137
Obligations of
states and political
subdivisions 121,757 4,327 (349) 125,735 --- --- --- ---
U.S. Corporate securities --- --- --- --- 7,819 137 (6) 7,950
Mortgage-backed
securities 11,104 262 (20) 11,346 --- --- --- ---
Other debt
securities 1,721 --- --- 1,721 496 118 (16) 598
- ------------------------------------------------------------------------- ------------------------------------------
Totals $409,544 $10,092 $(836) $418,800 $83,123 $1,620 $(58) $84,685
- ------------------------------------------------------------------------- ------------------------------------------
</TABLE>
The amortized cost and estimated fair value of debt and marketable
equity securities at December 31, 1994, by contractual maturity, are
shown below. Expected maturities will differ from contractual
maturities because certain borrowers have the right to call or prepay
obligations: (in thousands)
<TABLE>
<CAPTION>
December 31, 1994
-------------------------------------------------
Held-To-Maturity Available-For-Sale
-------------------------------------------------
Estimated Estimated
Amortized Fair Amortized Fair
Cost Value Cost Value
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Within one year $ 58,477 $ 58,018 $ 37,286 $ 37,435
After one year, but within five 156,812 152,520 134,114 128,468
After five years, but within ten 51,671 49,384 29,959 28,126
After ten years 7,213 7,023 24 24
Mortgage-backed securities --- --- 8,113 7,788
Equity securities --- --- 551 864
- --------------------------------------------------------------------------------------
Total $274,173 $266,945 $210,047 $202,705
- --------------------------------------------------------------------------------------
</TABLE>
Investment securities with par values aggregating $142,077,000 at
December 31, 1994 and $144,823,000 at December 31, 1993 were pledged
to secure public and trust funds. Gross gains from sales of
investment securities of $403,000, $252,000 and $427,000 and gross
losses of $37,000, $88,000 and $23,000 were realized on investment
sales for the years ended December 31, 1994, 1993 and 1992,
respectively.
NOTE 6: TRANSACTIONS WITH RELATED PARTIES
- ------------------------------------------------------------------------------
Some officers and directors (including their affiliates, families
and entities in which they are principal owners) of the Corporation
and its subsidiaries are customers of those subsidiaries and have had,
and are expected to have, transactions with the subsidiaries in the
ordinary course of business. In addition, some officers and directors
are also officers and directors of corporations which are customers of
the banks and have had, and are expected to have, transactions with
the banks in the ordinary course of business. In the opinion of
management, such transactions are consistent with prudent banking
practices and are within applicable banking regulations.
11
<PAGE>
<PAGE> 9
NOTE 6: TRANSACTIONS WITH RELATED PARTIES (CONTINUED)
- -------------------------------------------------------------------------------
The amount of transactions with related parties including loans and
legal fees aggregated approximately $43,345,000 at December 31, 1994.
These related party transactions equal 28% of shareholders' equity at
December 31, 1994.
NOTE 7: FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
- ------------------------------------------------------------------------------
Individual banks within the Corporation incur off-balance-sheet
risks in the normal course of business in order to meet financing
needs of their customers. These financial instruments include
commitments to extend credit and standby letters of credit. Those
instruments involve, to varying degrees, elements of credit and
interest rate risk in excess of the amount recognized in the financial
statements.
In the normal course of business, there are outstanding, various
commitments to extend credit approximating $50,142,000 and standby
letters of credit of $7,959,000 as of December 31, 1994.
The banks' exposure to credit loss in the event of nonperformance by
the other party to the financial instrument for commitments to extend
credit and standby letters of credit is represented by the contractual
amount of those instruments. The banks use the same credit and
collateral policies in making commitments and conditional obligations
as for all other lending. Collateral which secures these types of
commitments is the same type as collateral for other types of lending,
such as accounts receivable, inventory and fixed assets.
Commitments to extend credit are commitments to lend to a customer
as long as there is no violation of any condition established in the
loan agreement. Commitments generally have fixed expiration dates or
other termination clauses and may require payment of a fee. Since
many of the commitments are expected to expire without being drawn
upon, the total commitment amounts do not necessarily represent future
cash requirements. The banks evaluate each customer's credit
worthiness on a case-by-case basis.
Standby letters of credit are conditional commitments issued by the
banks to guarantee the performance of a customer to a third party.
Those guarantees are primarily issued to support public and private
borrowing arrangements, including normal business activities, bond
financing and similar transactions. The credit risk involved in
issuing letters of credit is essentially the same as that involved in
extending loans to customers. Collateral securing these types of
transactions is similar to collateral securing the banks' commercial
loans.
NOTE 8: RESERVE FOR POSSIBLE LOAN LOSSES
- -------------------------------------------------------------------------------
The activity in the reserve for possible loan
losses was as follows: (in thousands)
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------
1994 1993 1992
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Balance, beginning of year $11,851 $10,638 $ 9,794
Reserves of purchased bank --- --- 62
Provision 6,055 3,229 3,279
Loan recoveries 451 609 771
Loan losses (6,040) (2,625) (3,268)
- -------------------------------------------------------------------------------------------
Balance, end of year $12,317 $11,851 $10,638
- -------------------------------------------------------------------------------------------
</TABLE>
NOTE 9: BANK PREMISES AND EQUIPMENT
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Bank premises and equipment include: (in thousands) Estimated useful December 31,
------------------------
life 1994 1993
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Land and improvements (3-10 years) $ 6,053 $ 5,739
Buildings and improvements (4-50 years) 24,112 24,321
Furniture and equipment (2-25 years) 15,983 15,457
- ----------------------------------------------------------------------------------------------------------
46,148 45,517
Less - Accumulated depreciation (24,274) (23,064)
- ----------------------------------------------------------------------------------------------------------
Total $21,874 $22,453
- ----------------------------------------------------------------------------------------------------------
</TABLE>
12
<PAGE>
<PAGE> 10
NOTE 10: OTHER ASSETS
- ------------------------------------------------------------------------------
Real estate acquired in satisfaction of a loan and in-substance
foreclosures are reported in other assets. Properties acquired by
foreclosure or deed in lieu of foreclosure and properties classified
as in-substance foreclosures are transferred to other assets and
recorded at the lower of cost or fair market value based on appraisal
value at the date actually or constructively received. Losses arising
at the time of acquisition of such property are charged against the
reserve for possible loan losses.
The total other real estate including in-substance foreclosures was
$4,278,000 and $2,558,000 as of December 31, 1994 and 1993,
respectively.
NOTE 11: CERTIFICATES OF DEPOSIT
- ------------------------------------------------------------------------------
Maturities of certificates of deposit in denominations of $100,000
or more are as follows: (in thousands)
<TABLE>
<CAPTION>
December 31,
-----------------------
Maturity 1994 1993
- -----------------------------------------------------------------------
<S> <C> <C>
Under three months $24,890 $25,059
Three to six months 8,545 8,803
Six to twelve months 5,637 6,192
Over twelve months 21,678 13,067
- -----------------------------------------------------------------------
Total $60,750 $53,121
- -----------------------------------------------------------------------
</TABLE>
Interest expense on certificates of deposit of $100,000 or more was
approximately $2,387,000 in 1994, $2,378,000 in 1993 and $2,588,000
in 1992.
NOTE 12: ESOP AND LONG TERM BORROWINGS
- ------------------------------------------------------------------------------
The Corporation has a qualified noncontributory Employee Stock
Ownership Plan (ESOP) and Trust Agreement for the purpose of investing
in the common stock of WesBanco on behalf of its employees.
Currently, the ESOP Trust holds 96,283 shares of WesBanco common
stock. With the exception of First Fidelity employees, substantially
all employees are included in this plan. It is anticipated that First
Fidelity employees will join the plan January 1, 1995. Approximately
61,738 shares of stock were allocated to specific employee accounts as
of December 31, 1994.
During September 1992, the WesBanco ESOP Trust entered into a
revolving loan agreement with an independent financial institution
providing for a line of credit in the aggregate amount of $1,000,000
to facilitate purchases of WesBanco common stock in the open market.
During 1994, the ESOP Trust utilized the line of credit to purchase an
additional 10,000 shares of stock for $246,250, pledging those shares
as collateral. The loan bears interest at a rate equal to the
lender's base rate and requires annual repayments of principal equal
to 20% of the balance at January 1 of each year. The loan has a final
maturity date of 5 years from date of inception. The $1,000,000
revolving line of credit has a balance of $849,000 as of December 31,
1994.
Total contributions to the ESOP during 1994 were $231,956, which
included cash contributions of $183,456 and an additional stock
contribution valued at $48,500. Contributions during 1993 and 1992
were $246,000 and $180,000, respectively. Each year's contributions
approximated the required loan payments. Effective January 1, 1994,
the Corporation adopted Statement of Position No. 93-6, which requires
dividends on unallocated shares to be expensed, and has determined
that these additional requirements have no material effect for 1994.
NOTE 13: SHAREHOLDERS' EQUITY
-----------------------------------------------------------------------------
On February 28, 1994, WesBanco acquired First Fidelity Bancorp
increasing the number of shares of common stock outstanding to
8,682,103 as of December 31, 1994. WesBanco retired 40,000 shares of
treasury stock in connection with the merger. Treasury shares of
First Fidelity were considered as retired shares in the year of
acquisition. First Fidelity had a dividend reinvestment plan which
was replaced by the WesBanco plan after the merger.
On April 21, 1993, the shareholders of the Corporation approved a
two-for-one stock split effective April 22, 1993, an increase in the
authorized common shares from 10 million to 25 million shares, a
change in common stock par value from $4.1666 to $2.0833 per share and
an increase in the authorized nonredeemable preferred stock from
100,000 shares to 1 million with no par value. All shares and per
share amounts have been retroactively adjusted for the stock split.
13
<PAGE>
<PAGE> 11
NOTE 14: DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
- ------------------------------------------------------------------------------
In accordance with the requirements of FAS No. 107, "Disclosure
About Fair Value of Financial Instruments," fair value disclosure
estimates are being made for like kinds of financial instruments.
Fair value estimates are based on present value of expected future
cash flows, quoted market prices of similar financial instruments, if
available, and other valuation techniques. These valuations are
significantly affected by the discount rates, cash flow assumptions,
and risk assumptions used. Therefore, the fair value estimates may
not be substantiated by comparison to independent markets and are not
intended to reflect the proceeds that may be realizable in an
immediate settlement of the instruments.
FAS No. 107 excludes certain items from the disclosure requirements,
and accordingly, the aggregate fair value of amounts presented do not
represent the underlying value of the Corporation. Management does
not have the intention to dispose of a significant portion of its
financial instruments and, therefore, the unrealized gains or losses
should not be interpreted as a forecast of future earnings and cash
flows.
The following table represents the estimates of fair value of
financial instruments: (in thousands)
<TABLE>
<CAPTION>
December 31,
---------------------------------------------------------
1994 1993
--------------------------- ---------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Financial assets:
Cash and short-term investments $ 65,310 $ 65,310 $ 76,952 $ 76,952
Investment securities 476,878(1) 469,650 492,667 503,485
Net loans 761,135 751,546 734,298 747,721
Financial liabilities:
Deposits 1,109,219 1,110,558 1,113,604 1,120,186
Short-term borrowings 70,194 70,194 61,680 61,680
Redeemable preferred stock 1,860 2,627 1,841 3,280
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) With the adoption of FAS No. 115, the carrying amount of investment
securities includes investment securities held-to-maturity at a cost of
$274,173 and investment securities available-for-sale at their fair value of
$202,705.
The following methods and assumptions are used to estimate the fair
value of like kinds of financial instruments:
Cash and Short-Term Investments:
The carrying amount for cash and short-term investments is a
reasonable estimate of fair value. Short-term investments consist of
Federal funds sold.
Investment Securities:
Fair values for investment securities are based on quoted market
prices, if available. If market prices are not available, then quoted
market prices of similar instruments are used.
Net Loans:
Fair values for loans with interest rates that fluctuate as current
rates change are generally valued at carrying amounts. The fair
values for residential mortgage loans are based on quoted market
prices of securitized financial instruments, adjusted for remaining
maturity and differences in loan characteristics. Fair values of
commercial real estate, construction and consumer loans are based on a
discounted value of the estimated future cash flows expected to be
received. The current interest rates applied in the discounted cash
flow method reflect rates used to price new loans of similar type,
adjusted for relative risk and remaining maturity. The fair value of
credit cards is estimated based on the anticipated average cost of
soliciting a new account and the present credit quality of the
outstanding balances. For nonaccrual loans, fair value is estimated
by discounting expected future principal cash flows only.
Deposits:
The carrying amount is considered a reasonable estimate of fair
value for demand and savings deposits and other variable rate deposit
accounts. The fair value of fixed maturity certificates of deposit is
estimated by a discounted cash flow method using the rates currently
offered for deposits of similar remaining maturities.
Short-Term Borrowings:
For short-term borrowings, which include Federal funds purchased,
repurchase agreements, and other short-term borrowings, the carrying
amount is a reasonable approximation of fair value.
Redeemable Preferred Stock:
The fair value of redeemable preferred stock is estimated using
discounted cash flow analyses based on estimated incremental borrowing
rates for similar types of arrangements.
Off-Balance Sheet Instruments:
The fair value of commitments is estimated using the fees currently
charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present credit standing of
the counterparties. The amount of fees currently charged on
commitments are determined to be insignificant and therefore the fair
value and carrying value of off-balance sheet instruments are not
shown.
14
<PAGE>
<PAGE> 12
NOTE 15: PENSION BENEFITS
- ------------------------------------------------------------------------------
At December 31, 1994, substantially all employees are participants
in either the WesBanco or First Fidelity defined benefit pension
plans. These plans cover those employees who satisfy minimum age and
length of service requirements. Benefits of the WesBanco defined
benefit plan are generally based on the years of service and the
employee's compensation during the last five years of employment. The
WesBanco plan's funding policy has been to contribute annually the
maximum amount that can be deducted for federal income tax purposes.
Contributions are intended to provide not only for benefits attributed
to service to date, but also for those expected to be earned in the
future.
First Fidelity Bancorp's defined benefit plan formula uses length of
service and the employees compensation to determine benefits.
Contributions are intended to provide for benefits attributed to
employee service to date and for those benefits expected to be earned
in the future. All assets and liabilities of First Fidelity Bancorp's
pension plan are expected to be merged into the WesBanco plan no later
than December 31, 1996.
As of January 1, 1993, all assets and liabilities of the WesBanco
Barnesville (formerly First National Bank of Barnesville) and WesBanco
Kingwood (formerly Albright National Bank) pension plans were merged
into the WesBanco plan.
Prior to the merger, Barnesville and Kingwood maintained separate
defined benefit pension plans. Each plan provided a defined benefit
that was determined based on years of service and the employee's
compensation during final years of employment.
WesBanco Barnesville contributions to its defined benefit plan
reflected benefits attributed to employee's services to date. Plan
assets consisted exclusively of insurance annuity contracts. Payment
of retirement benefits were funded solely through these annuity
contracts.
WesBanco Kingwood funded its defined benefit plan at the maximum
allowable amount and also had a defined contribution 401K plan
covering substantially all of its employees. The employer matched
employee deferrals at 50% of the deferral up to a maximum of 4% of the
employee's salary. Funding to this plan was discontinued as of
December 31, 1992.
Net periodic pension cost for the defined benefit plans in 1994,
1993 and 1992 include the following components: (in thousands)
<TABLE>
<CAPTION>
1994 1993 1992
- -----------------------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost - benefits earned during year $ 931 $ 799 $ 722
Interest cost on projected benefit obligation 1,149 1,012 760
Actual return on plan assets 374 (1,606) (535)
Net amortization and deferral (1,548) 577 (371)
- -----------------------------------------------------------------------------------------
Net periodic pension cost $ 906 $ 782 $ 576
- -----------------------------------------------------------------------------------------
The following table sets forth for all defined benefit plans the
funded status and the asset or (liability) reflected in the
Consolidated Balance Sheet at December 31, 1994 and 1993: (in thousands)
</TABLE>
<TABLE>
<CAPTION>
December 31,
---------------------
1994 1993
- --------------------------------------------------------------------------------
<S> <C> <C>
Actuarial present value of benefit obligation:
Vested benefit obligation $ 10,141 $ 9,308
Accumulated benefit obligation 11,425 10,459
- --------------------------------------------------------------------------------
Projected benefit obligation $(15,884) $(15,957)
Plan assets at current market value, primarily listed
stocks, bonds and cash equivalents 14,779 15,083
- --------------------------------------------------------------------------------
Projected benefit obligation in excess of plan assets (1,105) (874)
Unrecognized prior service cost 1,024 877
Unrecognized net (gain) loss 995 (258)
Unrecognized obligation (156) (168)
- --------------------------------------------------------------------------------
Net pension asset (liability) $ 758 $ (423)
- --------------------------------------------------------------------------------
</TABLE>
15
<PAGE>
<PAGE> 13
NOTE 15: PENSION BENEFITS (CONTINUED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
----------------
1994 1993
----------------
<S> <C> <C>
Assumptions used in the accounting for the WesBanco
plan were:
Weighted average discount rates 8.0% 7.0%
Rates of increase in compensation levels 5.0% 4.0%
Weighted average expected long-term return on assets 8.0% 8.0%
- --------------------------------------------------------------------------------
Assumptions used in the accounting for First Fidelity
Bancorp's plan were:
Weighted average discount rates 7.0% 7.0%
Rates of increase in compensation levels 4.0% 4.0%
Weighted average expected long-term return on assets 8.5% 8.5%
NOTE 16: POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
- ------------------------------------------------------------------------------
WesBanco currently provides a death benefit of $5,000 and a
contributory health insurance plan for all retirees. WesBanco's
contribution toward health insurance is a fixed amount which may be
changed at its sole discretion.
In 1992 the Corporation adopted FAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions." This statement
generally requires accrual accounting for nonpension postretirement
benefits. With the adoption of FAS No. 106 the Corporation
recognized a one time non-cash charge of $943,947 before the
applicable income tax benefit of $351,453. The charge to earnings has
been accounted for as a change in accounting principle.
Net periodic postretirement benefit costs other than pension costs
in 1994, 1993 and 1992 include the following components: (in
thousands)
</TABLE>
<TABLE>
<CAPTION>
1994 1993 1992
- -------------------------------------------------------------------------
<S> <C> <C> <C>
Service cost - benefits
earned during year $ 49 $ 42 $ 35
Interest cost on projected
benefit obligation 92 94 74
Net amortization
and deferral 6 5 --
- -------------------------------------------------------------------------
Net periodic
postretirement benefit
cost other than pensions $147 $141 $109
- -------------------------------------------------------------------------
</TABLE>
The following table sets forth the liability reflected in the
Consolidated Balance Sheet at December 31, 1994 and 1993:
(in thousands)
<TABLE>
<CAPTION>
December 31,
-------------------
1994 1993
- --------------------------------------------------------------------------
<S> <C> <C>
Accumulated postretirement benefit obligation:
Retirees $ 781 $ 545
Fully eligible active plan participants 481 885
- --------------------------------------------------------------------------
Total 1,262 1,430
Unrecognized net loss (69) (334)
- --------------------------------------------------------------------------
Net benefit liability $1,193 $1,096
- --------------------------------------------------------------------------
Assumptions used in the accounting were:
Weighted average discount rate 8.0% 7.0%
- --------------------------------------------------------------------------
</TABLE>
Postretirement benefits are funded as incurred resulting in cash
payments of approximately $51,000, $50,000 and $48,000 for the years
ended December 31, 1994, 1993 and 1992, respectively.
The Corporation's portion of the cost of health care benefits is
expected to increase during 1995. An assumption of a 1% per year
increase in the benefit level would increase the expense in health
care benefits by $70,000 or 57% for the year ended 1994 and increase
the accumulated postretirement benefit obligation by $216,000 or 20%
as of December 31, 1994.
First Fidelity Bancorp had no significant nonpension postretirement
benefits for the years 1994, 1993 and 1992. First Fidelity Bancorp's
postretirement benefits will be included with WesBanco as of January
1, 1995. The accumulated postretirement benefit obligation for the
First Fidelity employees will approximate $340,411.
16
<PAGE>
<PAGE> 14
NOTE 17: OTHER OPERATING EXPENSES
- ------------------------------------------------------------------------------
Other operating expenses for the years 1994, 1993 and 1992 include:
(in thousands)
<TABLE>
<CAPTION>
1994 1993 1992
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Customer and office supplies $ 1,392 $ 1,319 $ 1,358
Postage and freight 1,032 1,003 1,021
Legal and accounting fees 1,124 1,036 1,041
Marketing media 1,125 1,133 903
Miscellaneous taxes 1,735 1,687 1,764
FDIC Insurance 2,524 2,502 2,469
Other 4,658 5,138 4,690
- -----------------------------------------------------------------------------------
Total $13,590 $13,818 $13,246
- -----------------------------------------------------------------------------------
</TABLE>
NOTE 18: INCOME TAXES
- ------------------------------------------------------------------------------
On January 1, 1993 the Corporation adopted FAS No. 109, "Accounting
for Income Taxes." The adoption of FAS 109 changed the Corporation's
method of accounting for income taxes from the deferred method (APB
11) to an asset and liability approach. The asset and liability
approach requires the recognition of deferred tax liabilities and
assets for the expected future tax consequences of temporary
differences between the carrying amounts and tax bases of assets and
liabilities. Implementation of FAS No. 109 did not have a material
effect upon the reported financial position or results of operations
of the Corporation.
Pre-tax income from operations for the years ended December 31,
1994, 1993 and 1992 was $21,477,000, $24,429,000 and $22,050,000,
respectively. A reconciliation of the Federal Statutory tax rate to
the reported effective tax rate is as follows:
<TABLE>
<CAPTION>
For the years ended December 31,
--------------------------------
1994 1993 1992
- -----------------------------------------------------------------------------------
<S> <C> <C> <C>
Federal statutory tax rate 35% 35% 34%
Tax-exempt interest income from securities of
states and political subdivisions (12) (10) (10)
State income taxes 3 3 3
Other - net 1 (1) 1
- -----------------------------------------------------------------------------------
Reported effective tax rate 27% 27% 28%
- -----------------------------------------------------------------------------------
</TABLE>
The Federal Statutory income tax rates for corporations with net
income $15,000,000 or more were increased from 34% to 35% during 1993.
The provision for income taxes in the Consolidated Statement of
Income consists of the following: (in thousands)
<TABLE>
<CAPTION>
For the years ended December 31,
----------------------------------
1994 1993 1992
- ---------------------------------------------------------------------
<S> <C> <C> <C>
Current - Federal $5,046 $5,758 $5,909
State 841 970 1,020
Deferred - Federal (106) (251) (676)
State (1) 110 (81)
- ---------------------------------------------------------------------
Total $5,780 $6,587 $6,172
- ---------------------------------------------------------------------
Tax expense applicable to
securities transactions $ 142 $ 64 $ 155
- ---------------------------------------------------------------------
</TABLE>
17
<PAGE>
<PAGE> 15
NOTE 18: INCOME TAXES (CONTINUED)
- ------------------------------------------------------------------------------
The Corporation's Federal and State income tax returns have been
examined through 1990 with no significant adjustments proposed by the
Internal Revenue Service or the State Tax Department.
Deferred tax assets (liabilities) are comprised of the following at
December 31, 1994 and 1993:
<TABLE>
<CAPTION>
December 31,
--------------------
(in thousands) 1994 1993
- -------------------------------------------------------------------------
<S> <C> <C>
Deferred tax assets:
Reserve for possible loan losses $4,009 $3,720
Tax effect of market value adjustment on
investment securities available for sale 2,860 ---
Postretirement and pension expense 238 583
Deferred compensation 419 250
Other 52 64
- -------------------------------------------------------------------------
Gross deferred tax assets 7,578 4,617
- -------------------------------------------------------------------------
Deferred tax liabilities:
Depreciation (860) (849)
Purchase accounting adjustments (161) (152)
Accretion on investments (82) (82)
Other (11) (37)
- -------------------------------------------------------------------------
Gross deferred tax liabilities (1,114) (1,120)
- -------------------------------------------------------------------------
Deferred tax asset valuation allowance --- ---
Net deferred tax assets $6,464 $3,497
- -------------------------------------------------------------------------
</TABLE>
The deferred portion of the income tax provision as calculated under
APB 11 consists of the following:
<TABLE>
<CAPTION>
Year ended
(in thousands) December 31, 1992
- ------------------------------------------------------------------------
<S> <C>
Postretirement benefits and pension expense $(355)
Accretion on investments (60)
Reserve for possible loan losses (360)
Other - net 18
- ------------------------------------------------------------------------
Total $(757)
- ------------------------------------------------------------------------
</TABLE>
18
<PAGE>
<PAGE> 16
NOTE 19: CONDENSED PARENT COMPANY FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Presented below are the condensed Balance Sheet, Statement of Income
and Statement of Cash Flows for the Parent Company: (in thousands)
<TABLE>
<CAPTION>
BALANCE SHEET
December 31,
----------------------
1994 1993
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Cash $ 1 $ 3,177
Investment in subsidiary banks (at equity in net assets) 150,008 152,286
Investment securities:
Held to maturity (market values of $6,603 and $2,749, respectively) 6,795 2,737
Available for sale carried at market value 2,621 --
Available for sale at lower cost or market (market value of $1,584) -- 1,467
Other assets 2,151 1,946
- ----------------------------------------------------------------------------------------------
TOTAL ASSETS $161,576 $161,613
- ----------------------------------------------------------------------------------------------
LIABILITIES
Long-term borrowings (Note 12) $ 849 $ 757
Other liabilities 2,237 1,499
- ----------------------------------------------------------------------------------------------
TOTAL LIABILITIES 3,086 2,256
REDEEMABLE PREFERRED STOCK 1,860 1,841
TOTAL SHAREHOLDERS' EQUITY 156,630 157,516
- ----------------------------------------------------------------------------------------------
TOTAL LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY $161,576 $161,613
- ----------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
STATEMENT OF INCOME
For the years ended December 31,
-----------------------------------
1994 1993 1992
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME:
Dividends from subsidiary banks $13,550 $13,464 $ 6,374
Income from investments 273 134 109
Other income 22 2 53
- -------------------------------------------------------------------------------------------------------------
TOTAL INCOME 13,845 13,600 6,536
- -------------------------------------------------------------------------------------------------------------
TOTAL EXPENSES 842 719 531
- -------------------------------------------------------------------------------------------------------------
Income before income tax benefit and equity in
undistributed net income of subsidiary banks 13,003 12,881 6,005
Income tax benefit 303 396 188
- -------------------------------------------------------------------------------------------------------------
Income before equity in undistributed net income of subsidiary banks 13,306 13,277 6,193
Equity in undistributed net income of subsidiary banks 2,391 4,565 9,686
- -------------------------------------------------------------------------------------------------------------
NET INCOME $15,697 $17,842 $15,879
- -------------------------------------------------------------------------------------------------------------
</TABLE>
19
<PAGE>
<PAGE> 17
NOTE 19: CONDENSED PARENT COMPANY FINANCIAL STATEMENTS (CONTINUED)
- ------------------------------------------------------------------------------
<TABLE>
<CAPTION>
STATEMENT OF CASH FLOWS
For the years ended December 31,
----------------------------------
1994 1993 1992
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Operating activities:
Net Income $15,697 $17,842 $15,879
Undistributed earnings of subsidiary banks (2,391) (4,565) (9,686)
Other-net (161) (667) (1,266)
- -------------------------------------------------------------------------------------------
Net cash provided by operating activities 13,145 12,610 4,927
- -------------------------------------------------------------------------------------------
Investing activities:
Investments available for sale:
Proceeds from sales 31 1,001 ---
Proceeds from maturities and calls 5,983 3,992 ---
Payments for purchases (6,835) (6,072) ---
Investments held to maturity:
Proceeds from maturities and calls 314 1,053 1,587
Payments for purchases (4,471) (2,461) (1,347)
- -------------------------------------------------------------------------------------------
Net cash provided (used) by investing activities (4,978) (2,487) 240
- -------------------------------------------------------------------------------------------
Financing activities:
Principal payments on ESOP related debt (154) (225) (161)
Proceeds from ESOP related borrowings 246 422 560
Change in treasury stock - net (4,484) (1,102) (33)
Dividends paid (6,984) (6,279) (5,146)
Other 33 (292) (174)
- -------------------------------------------------------------------------------------------
Net cash used by financing activities (11,343) (7,476) (4,954)
- -------------------------------------------------------------------------------------------
Net increase (decrease) in cash (3,176) 2,647 213
Cash at beginning of year 3,177 530 317
- -------------------------------------------------------------------------------------------
Cash at end of year $ 1 $ 3,177 $ 530
- -------------------------------------------------------------------------------------------
</TABLE>
The operations of the subsidiary banks are subject to Federal and
state statutes which limit the banks' ability to pay dividends or
otherwise transfer funds to the Parent Company. At December 31, 1994 the
banks, without prior approval from the regulators, could have distributed
dividends of approximately $17,239,000.
NOTE 20: REDEEMABLE PREFERRED STOCK
- ------------------------------------------------------------------------------
In connection with the acquisition of First Fidelity Bancorp, Inc.
on February 28, 1994, 10,000 shares of 8% cumulative redeemable
preferred stock of First Fidelity were converted to WesBanco
redeemable preferred stock. On the date of original issuance,
November 1, 1990, the First Fidelity redeemable preferred stock had a
par value of $1.25 per share and a fair market value of $174 per
share. Periodic accretion using the straight-line method which
approximates the interest method will increase stock to $190 per share
by the redemption date. The accretion is charged against retained
earnings. Five years after issuance and for a 30-day period (the
redemption period) the cumulative preferred stock may be redeemed by
the Corporation at a redemption price of $190. The holder of the
cumulative preferred stock has the option to accept the redemption
price or convert the stock into shares of WesBanco common stock.
Holders of the cumulative preferred stock who do not surrender their
shares or accept the redemption price by the end of the redemption
period will have their shares automatically converted into 11.43
shares of WesBanco common stock per one share of redeemable preferred
stock, based on a formula described in the acquisition document.
There were no shares purchased or retired during 1993 and 1992.
During 1994, 75 shares were purchased and retired. The remaining
shares will be redeemed or converted into WesBanco common stock during
1995. The redeemable preferred shareholders have liquidation rights
equaling $190.00 per share plus any unpaid cumulative dividends.
20
<PAGE>
<PAGE> 18
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
The financial statements and the information pertaining to those
statements are the responsibility of management. The financial
statements have been prepared in conformity with generally accepted
accounting principles, applied on a consistent basis.
The accounting systems of the Corporation and its subsidiaries
include internal controls and procedures which provide reasonable
assurance as to the reliability of the financial records. Internal
control systems are generally supported by written policies and
procedures. The internal auditing staff systematically performs
audits of operations, reviews procedures, monitors adherence to bank
policies and submits written audit reports to the Audit Committee.
The Audit Committee of the Board of Directors is composed of only
outside directors. The Audit Committee meets regularly with
management, internal audit and our independent accountants to review
accounting, auditing and financial matters. The internal auditors,
Federal and State examiners, and Price Waterhouse LLP have full access
to the Audit Committee to discuss any appropriate matters.
Independent accountants provide an objective review of management's
discharge of its financial responsibilities relating to the
preparation of the financial statements. The independent accountant's
report is based on an audit in accordance with generally accepted
auditing standards. This report expresses an informed judgement as to
whether management's financial statements present fairly, in
conformity with generally accepted accounting principles, the
Corporation's financial position, results of operations and cash
flows.
PRICE WATERHOUSE, LLP
REPORT OF INDEPENDENT ACCOUNTANTS
- ------------------------------------------------------------------------------
TO THE SHAREHOLDERS AND BOARD OF DIRECTORS OF WESBANCO, INC.
In our opinion, based on our audits and the report of other
auditors, the accompanying consolidated balance sheets and the related
consolidated statements of income, of changes in shareholders' equity
and of cash flows present fairly, in all material respects, the
financial position of WesBanco, Inc., and its subsidiaries (the
Corporation) at December 31, 1994, and 1993, and the results of its
operations and its cash flows for each of the 3 years in the period
ended December 31, 1994, in conformity with generally accepted
accounting principles. These financial statements are the
responsibility of the Corporation's management; our responsibility is
to express an opinion on these financial statements based on our
audits. We did not audit the financial statements of First Fidelity
Bancorp, Inc. for 1993 and 1992, which statements reflect total assets
of $307,965,000 at December 31, 1993, and net interest income of
$13,913,000 and $14,013,000 for the years ended December 31,1993 and
1992, respectively. 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 and 1992, is based solely on
the report of the other auditors. We conducted our audits of the
consolidated statements in accordance with generally accepted auditing
standards, which require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits and the
report of other auditors provide a reasonable basis for the opinion
expressed above.
As discussed in Note 5, Note 18 and Note 16, the Corporation adopted
Statement of Financial Accounting Standards (SFAS) No. 115, "Accounting
for Certain Investments in Debt and Equity Securities," SFAS No. 109,
"Accounting for Income Taxes," and SFAS No. 106, "Employers' Accounting
for Postretirement Benefits Other Than Pensions," during 1994, 1993 and
1992, respectively.
/s/ Price Waterhouse LLP
600 Grant Street
Pittsburgh, Pennsylvania 15219
January 19, 1995
21
<PAGE>
<PAGE> 19
WESBANCO, INC.
CONDENSED QUARTERLY STATEMENT OF INCOME
- ------------------------------------------------------------------------------
(in thousands, except for earnings per share)
<TABLE>
<CAPTION>
1994 Quarter ended
-----------------------------------------------------------------------
Annual
March 31 June 30 September 30 December 31 Total
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest income $22,557 $23,070 $23,110 $23,287 $92,024
Interest expense 8,684 8,741 8,884 9,319 35,628
- --------------------------------------------------------------------------------------------------------------------------------
Net interest income 13,873 14,329 14,226 13,968 56,396
Provision for possible loan losses 706 429 4,377 543 6,055
- --------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses 13,167 13,900 9,849 13,425 50,341
Other income 2,865 2,498 2,631 2,756 10,750
Other expenses 9,515 9,781 10,001 10,317 39,614
- --------------------------------------------------------------------------------------------------------------------------------
Income before income taxes 6,517 6,617 2,479 5,864 21,477
Provision for income taxes 1,881 1,934 390 1,575 5,780
- --------------------------------------------------------------------------------------------------------------------------------
Net Income $ 4,636 $ 4,683 $ 2,089 $ 4,289 $15,697
- --------------------------------------------------------------------------------------------------------------------------------
Earnings per share of common stock $ .53 $ .54 $ .24 $ .50 $ 1.81
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
1993 Quarter ended
-----------------------------------------------------------------------
Annual
March 31 June 30 September 30 December 31 Total
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Interest income $23,998 $24,108 $24,199 $23,352 $95,657
Interest expense 10,327 9,960 9,649 9,447 39,383
- --------------------------------------------------------------------------------------------------------------------------------
Net interest income 13,671 14,148 14,550 13,905 56,274
Provision for possible loan losses 777 615 563 1,274 3,229
- --------------------------------------------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses 12,894 13,533 13,987 12,631 53,045
Other income 2,644 2,559 2,336 2,556 10,095
Other expenses 9,186 9,823 9,567 10,135 38,711
- --------------------------------------------------------------------------------------------------------------------------------
Income before income taxes 6,352 6,269 6,756 5,052 24,429
Provision for income taxes 1,834 1,753 1,924 1,076 6,587
- --------------------------------------------------------------------------------------------------------------------------------
Net Income $ 4,518 $ 4,516 $ 4,832 $ 3,976 $17,842
- --------------------------------------------------------------------------------------------------------------------------------
Earnings per share of common stock $ .52(1) $ .51 $ .55 $ .46 $ 2.04
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Adjusted for two-for-one stock split which occurred during April 1993.
22
<PAGE>
<PAGE> 20
WESBANCO, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF THE CONSOLIDATED FINANCIAL STATEMENTS
- ------------------------------------------------------------------------------
Management's discussion and analysis represents an overview of the
financial condition and results of operations of WesBanco, Inc. All
financial information has been restated to include the February 28,
1994 acquisition of First Fidelity Bancorp, Inc. This discussion and
analysis should be read in conjunction with the Consolidated Financial
Statements and Notes thereto. Following is the five year Selected
Financial Summary.(1)
<TABLE>
<CAPTION>
December 31,
---------------------------------------------------------
(in thousands, except for share and per share amounts) 1994 1993 1992 1991 1990
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Cash dividends declared(2) $ .86 $ .785 $ .70 $ .675 $ .65
Book value(2) 18.41 18.16 16.96 16.22 15.10
Average common shares outstanding(2) 8,590,878 8,689,499 8,707,197 8,704,537 8,711,563
Selected Balance Sheet Information:
Total Investments $ 476,878 $ 492,667 $ 498,359 $ 410,182 $ 428,756
Net Loans 761,135 734,298 700,012 675,687 638,434
Total Assets 1,350,968 1,346,822 1,316,279 1,269,304 1,245,731
Total Deposits 1,109,219 1,113,604 1,095,822 1,057,243 1,040,615
Total Shareholders' Equity 156,630 157,516 147,452 137,848 128,158
Selected Ratios:
Return on Average Assets 1.17% 1.34% 1.22% 1.16% 1.20%
Return on Average Equity 9.99 11.70 11.13 10.83 11.24
Dividend Payout Ratio 47.07 36.83 36.72 34.90 34.10
Average Equity to Average Assets 11.72 11.43 10.98 10.68 10.63
</TABLE>
<TABLE>
<CAPTION>
For the years ended December 31,
---------------------------------------------------------
1994 1993 1992 1991 1990
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Summary Statement of Income:
Interest income $92,024 $95,657 $101,770 $108,985 $105,776
Interest expense 35,628 39,383 48,082 59,322 61,325
- -------------------------------------------------------------------------------------------------------------------
Net interest income 56,396 56,274 53,688 49,663 44,451
Provision for possible loan losses 6,055 3,229 3,279 2,963 2,368
- -------------------------------------------------------------------------------------------------------------------
Net interest income after provision
for possible loan losses 50,341 53,045 50,409 46,700 42,083
Other income 10,750 10,095 9,861 9,167 8,246
Other expenses 39,614 38,711 37,276 36,225 32,101
- -------------------------------------------------------------------------------------------------------------------
Income before income taxes and effect of
prior years' postretirement benefits 21,477 24,429 22,994 19,642 18,228
Provision for income taxes 5,780 6,587 6,523 5,239 4,487
- -------------------------------------------------------------------------------------------------------------------
Income before effect of prior years'
postretirement benefits 15,697 17,842 16,471 14,403 13,741
Effect of prior years' postretirement
benefits - net of tax effect --- --- (592) --- ---
- -------------------------------------------------------------------------------------------------------------------
Net Income $15,697 $17,842 $15,879 $14,403 $13,741
- -------------------------------------------------------------------------------------------------------------------
Per Share: (2)
Income before effect of prior years'
postretirement benefits $ 1.81 $ 2.04 $ 1.88 $ 1.64 $ 1.58
Effect of prior years' postretirement
benefits - net of tax effect --- --- (.07) --- ---
- -------------------------------------------------------------------------------------------------------------------
Net Income $ 1.81 $ 2.04 $ 1.81 $ 1.64 $ 1.58
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) See Note 1 of the Notes to Consolidated Financial Statements.
(2) Adjusted for two-for-one stock split which occurred during April 1993.
23
<PAGE>
<PAGE> 21
EARNINGS SUMMARY
- ------------------------------------------------------------------------------
WesBanco reported net income of $15,697,000 for the year ended
December 31, 1994 as compared to $17,842,000 and $15,879,000 for the
years ended December 31, 1993 and 1992. The decline in net income of
12.0% between 1994 and 1993 is attributed to a loan write-down with an
after-tax effect on net income of approximately $2,469,000 or $ .29
per share. Excluding the after-tax effect of the write-down, net
income would have exceeded 1993 results.
Net income increased 12.4% between 1993 and 1992 due primarily to an
increase in net interest income. Return on assets (ROA) and return on
equity (ROE) were 1.17% and 9.99% for the year ending December 31,
1994, respectively. ROA was 1.34% for the year ending December 31,
1993 as compared to 1.22% for the same time period in 1992. ROE was
11.70% for the year ending December 31, 1993 and 11.13% for the same
time period in 1992. During 1992, WesBanco adopted a new accounting
requirement for employee postretirement benefits, recognizing the
after tax cumulative effect as a one-time noncash charge of $592,000.
The following table presents a comparative average balance sheet and
interest rate analysis. The analysis is used for discussion of net
interest income and balance sheet components which follow.
AVERAGE BALANCE SHEET AND NET INTEREST ANALYSIS
- ------------------------------------------------------------------------------
(dollars in thousands)
<TABLE>
<CAPTION>
For the years ended December 31,
-----------------------------------------------------------------------------------
1994 1993 1992
--------------------------- --------------------------- ---------------------------
Average Average Average Average Average Average
Volume Interest Rate Volume Interest Rate Volume Interest Rate
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Loans $ 739,739 $62,626 8.47% $ 717,048 $63,716 8.89% $ 691,352 $66,388 9.60%
Taxable investment
securities 368,927 21,273 5.77 374,707 23,272 6.21 352,975 25,533 7.23
Non-taxable investment
securities 125,027 6,894 5.51 112,314 6,644 5.92 91,216 5,989 6.57
Federal funds sold 17,677 743 4.20 26,741 847 3.17 64,127 2,422 3.78
Other investments 7,639 488 6.39 18,869 1,178 6.24 19,675 1,438 7.31
- --------------------------------------------------------------------------------------------------------------
Total interest earning
assets 1,259,009 $92,024 7.31% 1,249,679 $95,657 7.65% 1,219,345 $101,770 8.35%
- --------------------------------------------------------------------------------------------------------------
Cash and due from banks 43,447 41,700 41,016
Other assets 37,385 42,232 38,880
- --------------------------------------------------------------------------------------------------------------
Total Assets $1,339,841 $1,333,611 $1,299,241
- --------------------------------------------------------------------------------------------------------------
LIABILITIES, REDEEMABLE PREFERRED STOCK AND SHAREHOLDERS' EQUITY
Noninterest bearing demand $ 127,695 --- --- $ 115,599 --- --- $ 109,929 --- ---
Interest bearing demand 270,902 $ 7,357 2.72% 269,256 $ 8,171 3.03% 250,518 $ 9,855 3.93%
Savings deposits 320,789 8,584 2.68 310,482 9,917 3.19 270,666 10,750 3.97
Certificates of deposit 395,807 17,730 4.48 409,778 19,346 4.72 453,809 25,415 5.60
Federal funds purchased and
repurchase agreements 53,189 1,812 3.41 54,426 1,784 3.28 32,460 1,282 3.95
Other borrowings 4,706 145 3.08 7,394 165 2.23 21,822 780 3.57
- --------------------------------------------------------------------------------------------------------------
Total deposits and interest
bearing liabilities 1,173,088 $35,628 3.04% 1,166,935 $39,383 3.37% 1,139,204 $48,082 4.22%
- --------------------------------------------------------------------------------------------------------------
Other liabilities 7,829 12,365 15,592
Redeemable Preferred Stock 1,851 1,827 1,795
Shareholders' Equity 157,073 152,484 142,650
- --------------------------------------------------------------------------------------------------------------
Total Liabilities, Redeem-
able Preferred Stock &
Shareholders' Equity $1,339,841 $1,333,611 $1,299,241
- --------------------------------------------------------------------------------------------------------------
Net interest revenue as a
percentage of interest
earning assets $56,396 4.48% $56,274 4.50% $53,688 4.40%
- ---------------------------------------------------------------------------------------------------------------
Fully taxable equivalent basis $59,995 4.77% $59,743 4.78% $56,773 4.66%
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
Nonaccrual loans were included in the average volume for the entire year. Loan
fees included in interest on loans are not material.
Average yields on investment securities available for sale have been calculated
based on amortized cost.
24
<PAGE>
<PAGE> 22
NET INTEREST INCOME
- ------------------------------------------------------------------------------
Net interest income is interest income on all interest earning
assets, less interest expense incurred for funding sources used to
support such assets. On a fully taxable-equivalent basis, net
interest income for 1994 increased $252,000 or .4% following a 5.2%
increase in 1993 over 1992. The taxable equivalent basis is
calculated on non-taxable investment securities using a tax rate of
34.3% for 1994 and 1993 and 34% for 1992.
The increase in net interest income during 1994 was due to a
moderate .7% increase in average earning assets. In 1993, net
interest income increased due to a 2.5% increase in average earning
assets combined with a 12 basis point increase in the net taxable
equivalent yield on earning assets.
The net yield, which is calculated as net interest income expressed
as a percentage of average earning assets, was 4.8% for 1994 and 1993
up from 4.7% for 1992. The stability in the net yield since 1992
indicates that the Corporation has been able to manage its earning
asset yields in relation to rates paid on interest bearing
liabilities. During the past three years, nationwide bank base
lending rates ranged from a high of 8.5% to a low of 6.0% during 1994
and were at 6.0% during 1993 and 1992.
The decline in interest rates during 1993 and early 1994 caused the
average earning asset yield to decrease to 7.3% during 1994 from 7.7%
and 8.4% for 1993 and 1992, respectively. During the same period the
average rate paid on interest bearing liabilities decreased to 3.0% in
1994 from 3.4% in 1993 and 4.2% in 1992.
INVESTMENTS
- ------------------------------------------------------------------------------
As of January 1, 1994, the Corporation adopted FAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities."
Prior to the adoption of FAS No. 115, classification of available for
sale securities included U.S. Treasury and Agency debt securities with
a call or maturity of one year or less, corporate securities and
marketable equity securities. The adoption of FAS No. 115, changed
the 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 resulting from the adoption of FAS No.
115 as of January 1, 1994 reflected a net unrealized gain on
securities classified as available for sale, increasing investments by
$5,259,000 and shareholders' equity, net of tax, by $3,182,000. By
December 31, 1994, due to the increase in interest rates during the
second half of the year, the market value adjustment reflected a net
unrealized loss on available for sale securities, decreasing
investment securities by $7,342,000 and shareholders' equity, net of
tax, by $4,482,000. The unrealized net loss on investments available
for sale represents a temporary market value fluctuation which may
change depending upon general changes in market rates. If these
securities are held until their respective maturity date, no net loss
would be realized.
WesBanco can adjust the volatility of the market value adjustment by
managing both the volume of securities classified as available for
sale and average maturities. Available for sale securities comprise
42% of total investment securities and have an average maturity of 3.0
years at December 31, 1994.
Exclusive of the market value adjustment, investment securities
averaged $501,593,000 during 1994, a decrease of $4,297,000 or .8%
over 1993. During 1993 average investments increased $42,024,000 or
9.1% over 1992. The 1994 decrease was required to fund loan growth
which exceeded deposit growth during the year. The growth in average
investments during 1993 is attributable to the investment of funds
generated from a decrease in Federal funds and growth in average
deposits.
During 1994 and 1993, as loan demand exceeded deposit growth,
matured, called or sold investment securities represented a primary
source of liquidity. Investment securities with a total carrying
value of $98,939,000 either matured or were called during 1994 as
compared to $145,657,000 during 1993. Investment securities of
$67,002,000 and $37,577,000 were sold during 1994 and 1993,
respectively. As a result, 35% of the total investments repriced
during 1994 as compared to 37% during the previous year.
Average non-taxable securities, comprised of municipal bonds,
increased by $12,713,000 during 1994 and $21,098,000 during 1993. On a
taxable equivalent basis these securities provide the highest yield in
the investment portfolio. Accordingly, the Corporation will continue
to take advantage of market opportunities to further increase
investments in the municipal sector which now comprises 25% of total
securities. Corporate securities comprise less than 1% of investment
securities. The average maturity of investment securities at December
31, 1994 was 3.1 years as compared to 3.6 years and 3.5 years for the
years ended December 31, 1993 and 1992, respectively.
25
<PAGE>
<PAGE> 23
INVESTMENTS (CONTINUED)
- ------------------------------------------------------------------------------
During 1995, the investment portfolio will be managed to maintain
sufficient levels of Federal funds and short-term investments to
provide liquidity for loan commitments and deposit withdrawals.
Management believes that the scheduled payments in both the loan and
investment portfolios will provide for adequate liquidity.
Approximately $101,619,000 or 21% of total investment securities are
expected to mature during 1995 providing for potential liquidity
needs.
Investment income declined by $2,439,000 during 1994 after declining
by $1,866,000 during 1993 reflecting a decrease in the average rates
earned on securities. The average yield on taxable securities,
excluding the effects of the market value adjustment on available for
sale securities, was 5.8% for 1994 as compared to 6.2% for 1993 and
7.2% for 1992. The average yield on nontaxable securities, not
adjusted for tax equivalency, was 5.5% for 1994 as compared to 5.9%
for 1993 and 6.6% for 1992. Net realized securities gains amounted to
$366,000 in 1994 as compared to $164,000 and $404,000 in 1993 and
1992, respectively. Gains and losses on securities are dependent upon
the changing bond market conditions and the composition of the
securities.
LOANS
- ------------------------------------------------------------------------------
WesBanco has continued its trend of steady loan growth during 1994
as loans outstanding (total loans, net of unearned income), increased
$27,303,000 or 3.7% to $773,452,000 as of December 31, 1994 after a
growth of $35,499,000 or 5.0% to $746,149,000 as of December 31, 1993.
The loan growth can be attributed to mortgage and consumer loans which
increased $19,920,000 and $12,535,000, respectively. This represents
individual portfolio increases of 5.5% for both mortgage and consumer
loans. The increase in mortgage loans was largely due to consumers
refinancing homes to take advantage of the lower interest rates
through mid 1994. The increase in consumer loans was the result of
offering attractive rates on automobile loans. Commercial loans
decreased 2% during 1994 and 2.9% during 1993. In general, the
decline in commercial loan balances can be attributed to the
uncertainty of the Upper Ohio Valley economy. The commercial loan
decline in 1994 was further affected by a write-down approximating
$4,000,000 on a collateralized commercial loan which encountered
financial problems. As of December 31, 1994, commercial loans
comprise 20% of the loan portfolio, real estate secured loans comprise
49% and consumer-type loans comprise 31%. WesBanco's lending limit to
one customer was $24,209,000 as of December 31, 1994.
Reflecting a lower interest rate environment, interest on loans
declined $1,090,000 or 1.7% during 1994 after declining $2,672,000 or
4.0% during 1993. The average yield earned on the loan portfolio
during 1994 was 8.5% as compared to 8.9% and 9.6% during 1993 and
1992, respectively. The majority of commercial and mortgage loans
reprice monthly or annually based on changes in national indices such
as the prime rate or the one year U.S. Treasury Bill rate.
Showing some improvement over last year, loans classified as
nonaccrual or renegotiated reduced to $4,517,000 or .6% of loans
outstanding as of December 31, 1994 as compared to $9,477,000 or 1.3%
as of December 31, 1993. During 1994, nonaccrual loans declined by
$4,896,000 to $4,413,000 and renegotiated loans declined by $64,000 to
$104,000. The decline in nonaccrual loans was primarily due to a
commercial real estate loan totaling $3,823,000 which was taken off of
nonaccrual status. All nonaccrual loans are secured by collateral
believed to have adequate market values to protect against significant
losses. The Corporation continues to monitor the nonperforming assets
to ensure against deterioration in collateral values.
Net chargeoffs and the provision for possible loan losses in 1994
increased primarily due to a write-off of a commercial real estate
loan approximating $4,000,000. Net loan chargeoffs were $5,589,000
in 1994 as compared to $2,016,000 in 1993 and $2,497,000 in 1992. The
provision for possible loan losses increased to $6,055,000 in 1994
from $3,229,000 and $3,279,000 in 1993 and 1992, respectively. The
reserve for possible loan losses to loans outstanding was 1.59% as of
December 31, 1994 and 1993. Net loan chargeoffs were 45% and 17% of
the reserve as of December 31, 1994 and 1993, respectively. The
reserve for possible loan losses as of December 31, 1994 is considered
to be adequate to provide for future losses in the loan portfolio. In
determining the adequacy of the reserve for possible loan losses, the
Corporation meets the minimum guidelines as set forth by the Office of
the Comptroller of the Currency. During 1994, the amount charged to
earnings was based on periodic management evaluations of the loan
portfolio as well as prevailing and anticipated economic conditions,
net loans charged off, past loan experiences, current delinquency
factors, changes in the character of the loan portfolio, specific
problem loans and other factors. On January 1, 1995, WesBanco will
adopt FAS No. 114, "Accounting by Creditors for Impairment of a Loan"
which prescribes additional requirements for determining the
components of the reserve for possible loan losses.
26
<PAGE>
<PAGE> 24
DEPOSITS
- ------------------------------------------------------------------------------
Total average deposits increased approximately $10,078,000 to
$1,115,193,000 during 1994, a 1% increase over 1993, following an
increase of approximately $20,193,000 or 1.9% between 1993 and 1992.
The moderation of deposit growth during 1994 can be attributed to the
competition for funds in a low interest rate environment which has
intensified as customers seek higher yielding alternatives and nonbank
products. The declines in market interest rates during 1993 and early
1994 caused banks to lower their rates paid on deposit accounts.
Average rates paid on interest bearing deposits decreased to 3.4%
during 1994 as compared to 3.8% and 4.7% during 1993 and 1992,
respectively.
Contributing further to the lower average rates has been a shift
from certificates of deposit into non-term deposit products. During
1994, certificates of deposit comprised 35% of average deposits, down
from 42% in 1992. This shift in deposits reflects a growing consumer
preference for liquidity in a low interest rate environment.
During the second half of 1994, market interest rates rose steadily
throughout the remainder of the year. Although WesBanco responded by
increasing deposit rates in the fourth quarter, the competition for
funds in the local market caused a decline in deposit balances during
this period. Reflecting this decline, total deposits decreased to
$1,109,219,000 as of December 31, 1994 from $1,113,604,000 as of
December 31, 1993.
Total interest expense on deposits decreased $3,764,000 or 10.1%
during 1994 as compared to $8,585,000 or 18.7% during 1993. The
decrease in interest expense can be attributed to a decline in
interest rates through early 1994 and a shift in balances to non-term
deposit accounts.
CAPITAL ADEQUACY
- ------------------------------------------------------------------------------
On December 31, 1994 shareholders' equity totaled $156,630,000, a
decline of $886,000 from 1993. The decrease can be attributed to the
acquisition of treasury stock and the inclusion of the market value
adjustment on investments available for sale, net of tax, under the
requirements of FAS No. 115.
Reflecting strong capital levels, the Corporation implemented a
$7,000,000 stock repurchase program during the second quarter of 1994
to make available shares for general corporate purposes. In addition,
WesBanco recognized two cash dividend increases during 1994.
Effective April 1, 1994 the quarterly dividend rate was increased 5%
to $ .21 from $ .20 per share and increased again on October 1, 1994
to $ .22 per share. The increase in the dividend rate, combined with
a decline in net income during 1994, resulted in a significant
increase in the dividend payout ratio to 47% from 37% in 1993.
The Corporation's primary capital to asset ratio was 12.4% as of
December 31, 1994 and 12.5% as of December 31, 1993. The company is
subject to risk-based capital guidelines that measure capital relative
to risk-weighted assets and off-balance sheet financial instruments.
Capital guidelines issued by the Federal Reserve Board require bank
holding companies to have a minimum total risk-based capital ratio of
8%, with at least half of total capital in the form of Tier 1 capital.
In addition, a leverage ratio is being used in connection with the
risk-based capital standards and defined as Tier 1 capital divided by
total assets. The minimum leverage ratio under this standard is 3%.
Tier 1 and total risk-based capital ratios as well as the leverage
ratio of the Corporation and its subsidiaries exceed the minimum
regulatory levels. These capital adequacy ratios are summarized as
follows:
<TABLE>
<CAPTION>
As of December 31,
------------------
1994(1) 1993
- --------------------------------------------------------------
<S> <C> <C>
Tier 1 capital ratio 19.9% 19.8%
Total risk-based
capital ratio 21.1% 21.1%
Tier 1 leverage ratio 11.9% 11.7%
- --------------------------------------------------------------
</TABLE>
(1) Excludes the market value adjustment on investment securities available for
sale, as prescribed by the Federal regulatory guidelines.
27
<PAGE>
<PAGE> 25
INTEREST RATE MANAGEMENT AND LIQUIDITY
- ------------------------------------------------------------------------------
Interest rate management measures the sensitivity of net interest
earnings to changes in the level of interest rates. As interest rates
change in the market, rates earned on interest earning assets and
rates paid on interest-bearing liabilities do not necessarily move
concurrently. Differing rate sensitivities may arise because fixed
rate assets and liabilities may not have the same maturities or
because variable rate assets and liabilities differ in the timing of
rate changes.
The affiliate banks review their interest rate sensitivity on a
periodic basis. The analysis presented below classifies interest
earning assets and interest bearing liabilities into maturity
categories and measures the differences between maturing assets and
liabilities in each category (interest sensitivity gap). At December
31, 1994, the Corporation was in a liability sensitive position as
summarized in the table below (in thousands):
<TABLE>
<CAPTION>
Under Three Six Nine Over
Three to Six to Nine Months to One
Months Months Months One Year Year Total
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Due from banks/interest bearing --- --- $ 100 --- $ 197 $ 297
Loans $ 160,137 $ 48,332 50,877 $ 52,378 461,728 773,452
Investment securities(1) 24,057 35,323 16,155 26,084 382,601 484,220
Federal funds sold 17,370 --- --- --- --- 17,370
- ----------------------------------------------------------------------------------------------------------
Total interest earning assets 201,564 83,655 67,132 78,462 844,526 1,275,339
- ----------------------------------------------------------------------------------------------------------
LIABILITIES
Savings and NOW accounts 474,524 --- --- --- --- 474,524
All other interest bearing deposits 193,091 71,265 35,507 28,035 176,058 503,956
Short term and other borrowings 63,700 202 110 69 6,113 70,194
- ----------------------------------------------------------------------------------------------------------
Total interest bearing liabilities 731,315 71,467 35,617 28,104 182,171 1,048,674
- ----------------------------------------------------------------------------------------------------------
Interest sensitivity gap $(529,751) $ 12,188 $ 31,515 $ 50,358 $662,355 $ 226,665
- ----------------------------------------------------------------------------------------------------------
Cumulative interest sensitivity gap $(529,751) $(517,563) $(486,048) $(435,690) $226,665
- ----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Securities are categorized above by expected maturity at amortized cost.
The changing interest rate environment can substantially impact the
Corporation's net interest income and profitability. The
Asset/Liability Committee believes the Corporation's interest
sensitivity position provides for a changing interest rate
environment. During the next twelve months, the Corporation's net
interest sensitivity position is $(529,751,000), $12,188,000, $
31,515,000 and $ 50,358,000 during the periods under three months,
three to six months, six to nine months and nine months to one year,
respectively. The liability sensitive position in the under three
month time period is caused by savings and NOW deposits, which
formerly had fixed interest rates are now subject to management's
discretion. Rates on these types of deposits ranged from 2.5% to 3.0%
during 1994 as compared to 2.5% to 3.5% during 1993.
The Corporation's short-term liability sensitive position would
suggest exposure of the net interest margin to changing interest
rates. An increase in interest rates may cause a decline in the net
interest margin while decreasing interest rates may have the opposite
effect. The Corporation may reduce its short-term liability sensitive
position making its net interest margin less vulnerable to rising
interest rates by shortening asset maturities, primarily through
Federal Funds and investment maturities. In addition, management may
emphasize attracting longer-term deposits by holding the rates paid on
savings and NOW accounts at a fixed level and increasing rates on term
certificates of deposit.
The Corporation manages its liquidity position to ensure that
sufficient funds are available to meet customer needs for borrowing
and deposit withdrawals. The Corporation's primary source of
liquidity is its strong core deposit base. The growth in deposits is
somewhat dependent upon interest rates of competitive financial
instruments. Short-term liquidity is maintained through the use of
Federal funds sold, which represent one day investments, and cash
balances. As of December 31, 1994, Federal funds sold and cash
balances were $65,310,000 or 4.8% of total assets as compared to
$76,952,000 or 5.4% of total assets as of December 31, 1993.
Additional short-term liquidity is maintained through investments with
expected maturities of less than one year which, during 1995,
approximate $101,619,000 or 7.5% of total assets. During 1994
investment maturities and calls of $98,939,000 became available for
reinvestment.
As of December 31, 1994 the Corporation had outstanding commitments
to extend credit in the ordinary course of business approximating
$50,142,000. On a
28
<PAGE>
<PAGE> 26
INTEREST RATE MANAGEMENT AND LIQUIDITY (CONTINUED)
- ------------------------------------------------------------------------------
historical basis only a small portion of these commitments result in
expended funds.
The Corporation has commitments for planned additions to fixed
assets of approximately $1,500,000 during 1995 to replace an existing
outdated branch office and for data processing equipment. The
Corporation has adequate liquidity to provide for these planned
additions.
OTHER INCOME
- ------------------------------------------------------------------------------
Trust fee income was $4,425,000 for 1994, an increase of $265,000 or
6.4% over 1993. Trust fee income increased $224,000 or 5.7% between
1993 and 1992. This steady increase in trust fees can be attributed
to the increased number of accounts under administration. The number
of accounts managed increased by 280 during 1994 after an increase of
223 accounts in 1993 and 187 accounts in 1992. The market value of
assets held by the Trust Department at December 31, 1994 approximates
$1,113,416,000 as compared to $1,150,968,000 at December 31, 1993.
The decline in market value was due to the general declines in the
bond and stock markets. Service charges and other income was
$5,037,000 for 1994, an increase of $224,000 over 1993. Service
charges and other income increased $265,000 between 1993 and 1992.
The increase during 1994 and 1993 was due to the increases in the fees
associated with deposit accounts.
OTHER EXPENSES
- ------------------------------------------------------------------------------
Personnel expenses represented the largest single increase in non-
interest expenses. Salaries, wages and employee benefits increased
$1,239,000 or 6.1% in 1994 as compared to an increase of $884,000 or
4.5% in 1993. Employee salary and fringe benefit expenses increased
during 1994 and 1993 due to normal salary adjustments, increased
payroll taxes, net periodic pension costs, increased cost of health
insurance and the recognition of the entire employment contracts for
two First Fidelity executive officers. There were 775 full time
equivalent employees at December 31, 1994 and 1993 as compared to 761
at December 31, 1992. While internal consolidation reduced staffing
levels in different areas of the affiliate banks, staffing levels were
increased in other areas to improve customer service and to comply
with new regulatory requirements. Future personnel changes will occur
through operational efficiencies obtained from the planned affiliate
bank consolidations.
Occupancy and equipment expense decreased $108,000 to $4,330,000
during 1994 as compared to a decrease of $21,000 during 1993.
Occupancy and equipment expense was $4,438,000 and $4,459,000 during
1993 and 1992, respectively.
Other operating expenses decreased $228,000 or 1.7% to $13,590,000
in 1994 and increased $572,000 or 4.3% during 1993. The decline in
other operating expenses can be attributed to improved operational
efficiencies through internal consolidations of affiliate banks.
During 1992, WesBanco consisted of fifteen subsidiary banks. Internal
consolidations reduced the number of subsidiary banks to thirteen
during 1993 and to ten during 1994. Affiliate bank consolidations
will continue throughout 1995 with an additional three banks to be
merged into other WesBanco subsidiaries. Regarding the operating
expense increase during 1993, $230,000 or 40% of the increase was due
to marketing expenses. The increase in marketing expenses can be
attributed to the cost of the name change campaign during 1993 at our
two most recently acquired affiliates and also the increase in image
and product advertising throughout the Corporation.
INCOME TAXES
- ------------------------------------------------------------------------------
Federal income tax expense decreased $567,000 to $4,940,000 during
1994 and increased $274,000 to $5,507,000 during 1993. The decrease
in tax expense for 1994 is affected primarily by the decrease in
pretax earnings and the level of nontaxable income. In 1993, the tax
expense increased due to increased pretax earnings.
The effective tax rate for the Corporation was 27% for 1994 and 1993
as compared to 28% for 1992. The changes in the effective tax rate
are representative of the change in the level of nontaxable income and
to a lesser extent the changing state tax rates. The alternative
minimum tax will affect WesBanco only if a significant amount of non-
taxable income exists when compared to taxable income.
During 1993, Congress enacted the Omnibus Budget Reconciliation Act
of 1993 which included increasing certain corporate income tax rates
retroactive to January 1, 1993. The change in the Corporate tax rate
was increased to 35% from 34% for Corporations with income over
$15,000,000.
29
<PAGE>
<PAGE> 27
INCOME TAXES (CONTINUED)
- ------------------------------------------------------------------------------
The Corporation adopted FAS No. 109 during 1993. See Footnote 18 on
Income Taxes for disclosures regarding FAS No. 109.
The State of West Virginia has a corporate net income tax based upon
Federal taxable income, adjusted for certain items not subject to
state taxation. The state tax rate for 1994 was 9.0%. State income
tax included in the provision for income taxes was $840,000 for 1994
as compared to $1,080,000 and $939,000 for 1993 and 1992,
respectively. The State of Ohio does not have a corporate income tax,
but rather, businesses are subject to an Ohio corporate franchise tax
which is included in other operating expenses.
ACQUISITIONS
- ------------------------------------------------------------------------------
During February 1994, the Corporation acquired all of the
outstanding stock of First Fidelity Bancorp, Inc.(Fidelity). The
acquisition was accounted for as a pooling-of-interests which requires
all amounts included in the proforma financial statements be restated
as if the acquisition had occurred on the first day of each year
presented. Fidelity had net income of $3,179,000 for the year ended
December 31, 1993 as compared to $3,547,000 and $3,165,000 for the
years ended December 31, 1992 and 1991, respectively. On a proforma
basis the acquisition of Fidelity caused dilution in earnings per
share of $.18, $.06 and $.06 for the years ended December 31, 1993,
1992 and 1991, respectively. Book value was diluted by $.87, $.73
and $.37 for 1993, 1992, and 1991, respectively. Improved future
earnings of the acquired institution are expected to recapture the
dilution in both the book value per share and earnings per share.
During July 1992, the Corporation acquired all of the outstanding
stock of The First National Bank of Barnesville (Barnesville). The
acquisition was accounted for using the pooling-of-interests method of
accounting. The acquisition of Barnesville caused dilution in
earnings per share of $.25, $.05 and $.08 for the years ended December
31, 1991, 1990 and 1989, respectively. Book value was diluted $.94,
$.75 and $.76 for 1991, 1990 and 1989, respectively.
MARKET OF COMMON STOCK AND RELATED SHAREHOLDER MATTERS
- ------------------------------------------------------------------------------
WesBanco's common stock is quoted on the National Association of
Security Dealers Automated Quotations (NASDAQ) system, with a trading
symbol of WSBC. As reported by NASDAQ, the price information reflects
high and low sales prices.
The following represents reported high and low trading prices and
dividends declared during the respective quarter, adjusted for the
two-for-one stock split which occurred April 1993.
The approximate number of holders of WesBanco's $2.0833 par value
common stock as of December 31, 1994 was 3,961.
Effective with the April 1, 1995 dividend, the quarterly dividend
will be increased from $ .22 to $ .23 per share. The new dividend
amount represents an annualized dividend of $ .92 per share.
<TABLE>
<CAPTION>
Dividend
High Low Declared
- ----------------------------------------------------
<S> <C> <C> <C>
1994
4th quarter $29.25 $23.25 $ .22
3rd quarter 29.00 26.00 .22
2nd quarter 28.25 25.75 .21
1st quarter 29.50 27.50 .21
1993
4th quarter $32.00 $27.75 $ .20
3rd quarter 34.25 29.75 .20
2nd quarter 30.00 25.50 .19
1st quarter 26.25 22.13 .19
</TABLE>
30
<PAGE>
<PAGE> 28
WESBANCO, INC. BANKING SUBSIDIARIES
- ------------------------------------------------------------------------------
WESBANCO WHEELING
Paul M. Limbert
President and CEO
1 Bank Plaza
Wheeling, WV 26003
(304) 234-9000
WESBANCO SISSONVILLE
C. Alan Otey
President and CEO
6409 Sissonville Drive
Sissonville, WV 25320
(304) 984-0011
WESBANCO ELIZABETH
Larry W. Sullivan
President and CEO
Court Street
Elizabeth, WV 26143
(304) 275-4268
WESBANCO SOUTH HILLS
Larry L. Dawson
President and CEO
852 Oakwood Road
Charleston, WV 25329
(304) 345-0670
WESBANCO ELM GROVE
Donald K. Jebbia
President and CEO
2207 National Road
Wheeling, WV 26003
(304) 242-4000
WESBANCO PARKERSBURG
Jerry A. Halverson
President and CEO
Gihon Village Shopping Center
Parkersburg, WV 26101
(304) 485-7331
WESBANCO KINGWOOD
Stephen F. Decker
President and CEO
106 West Main Street
Kingwood, WV 26537
(304) 329-0585
WESBANCO BARNESVILLE
Charles J. Bradfield
President and CEO
101 E. Main Street
Barnesville, OH 43713
(614) 425-1927
WESBANCO FAIRMONT
Frank R. Kerekes
President and CEO
301 Adams Street
Fairmont, WV 26554
(304) 363-1300
WESBANCO BRIDGEPORT
Robert E. Moran
President and CEO
130 West Main Street
Bridgeport, WV 26330
(304) 842-1100
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY FOR EXECUTION OF FORM 10-K
TO BE FILED WITH THE SECURITIES & EXCHANGE COMMISSION
We, the undersigned Directors of WesBanco, Inc., hereby
severally constitute and appoint James C. Gardill and/or Edward
M. George, and each of them singly, our true and lawful
attorneys with full power to them, and each of them signly, to
sign for us and in our names and in the capacities indicated
below, the Annual Report of WesBanco to the Securities &
Exchange Commission on Form 10-K to be filed for the year 1994
and any and all amendments thereto in our names and behalf in
our capacities as Directors of WesBanco to enable WesBanco to
comply with the provisions of the Securities Exchange Act of
1934, as amended, and all requirements of the Securities
Exchange Act of 1934, as amended, hereby ratifying and
conforming our signatures as they may be signed by our
attorneys, or either of them, to said Form 10-K and any and all
amendments thereto.
Pursuant to the requirements of the Securities Exchange
Act of 1934, this Power of Attorney for purposes of executing
the Form 10-K of WesBanco has been signed by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Frank K. Abruzzino Director March 23 , 1995
- ------------------------------
Frank K. Abruzzino
Director March ____, 1995
- ------------------------------
James E. Altmeyer
Director March ____, 1995
- ------------------------------
Earl C. Atkins
/s/ Gilbert S. Bachmann Director March 22 , 1995
- ------------------------------
Gilbert S. Bachmann
/s/ Charles J. Bradfield Director March 24 , 1995
- ------------------------------
Charles J. Bradfield
/s/ Ray A. Byrd Director March 21 , 1995
- ------------------------------
Ray A. Byrd
/s/ H. Thomas Corrie Director March 23 , 1995
- ------------------------------
H. Thomas Corrie
/s/ Christopher V. Criss Director March 23 , 1995
- ------------------------------
Christopher V. Criss
/s/ Stephen F. Decker Director March 23 , 1995
- ------------------------------
Stephen F. Decker
</TABLE>
96
<PAGE>
<PAGE> 2
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ James D. Entress Director March 21 , 1995
- ------------------------------
James D. Entress
/s/ James C. Gardill Director March 21 , 1995
- ------------------------------
James C. Gardill
/s/ Edward M. George Director March 21 , 1995
- ------------------------------
Edward M. George
/s/ Roland L. Hobbs Director March 21 , 1995
- ------------------------------
Roland L. Hobbs
Director March ____, 1995
- ------------------------------
John W. Kepner
Director March ____, 1995
- ------------------------------
John D. Kirk
/s/ Walter Knauss, Jr. Director March 21 , 1995
- ------------------------------
Walter Knauss, Jr.
Director March ____, 1995
- ------------------------------
Robert H. Martin
/s/ Eric Nelson Director March 22 , 1995
- ------------------------------
Eric Nelson
/s/ John J. Paull Director March 21 , 1995
- ------------------------------
John J. Paull
/s/ Patrick L. Schulte Director March 21 , 1995
- ------------------------------
Patrick L. Schulte
/s/ Melvin C. Snyder, Jr. Director March 24 , 1995
- ------------------------------
Melvin C. Snyder, Jr.
</TABLE>
96
<PAGE>
<PAGE> 3
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Carter W. Strauss Director March 21 , 1995
- ------------------------------
Carter W. Strauss
/s/ Thomas L. Thomas Director March 21 , 1995
- ------------------------------
Thomas L. Thomas
Director March ____, 1995
- ------------------------------
James L. Wareham
/s/ John A. Welty Director March 21 , 1995
- ------------------------------
John A. Welty
/s/ William E. Witschey Director March 23 , 1995
- ------------------------------
William E. Witschey
</TABLE>
97
<TABLE> <S> <C>
<ARTICLE> 9
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<CASH> 47,643
<INT-BEARING-DEPOSITS> 297
<FED-FUNDS-SOLD> 17,370
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 202,705
<INVESTMENTS-CARRYING> 274,173
<INVESTMENTS-MARKET> 266,945
<LOANS> 773,452
<ALLOWANCE> 12,317
<TOTAL-ASSETS> 1,350,968
<DEPOSITS> 1,109,219
<SHORT-TERM> 70,194
<LIABILITIES-OTHER> 12,216
<LONG-TERM> 849
<COMMON> 18,087
1,860
0
<OTHER-SE> 138,543
<TOTAL-LIABILITIES-AND-EQUITY> 1,349,108
<INTEREST-LOAN> 62,626
<INTEREST-INVEST> 28,655
<INTEREST-OTHER> 743
<INTEREST-TOTAL> 92,024
<INTEREST-DEPOSIT> 33,671
<INTEREST-EXPENSE> 35,628
<INTEREST-INCOME-NET> 56,396
<LOAN-LOSSES> 6,055
<SECURITIES-GAINS> 366
<EXPENSE-OTHER> 39,614
<INCOME-PRETAX> 21,477
<INCOME-PRE-EXTRAORDINARY> 21,477
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 15,697
<EPS-PRIMARY> 1.81
<EPS-DILUTED> 1.81
<YIELD-ACTUAL> 4.48
<LOANS-NON> 4,413
<LOANS-PAST> 2,526
<LOANS-TROUBLED> 104
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 11,851
<CHARGE-OFFS> 6,040
<RECOVERIES> 451
<ALLOWANCE-CLOSE> 12,317
<ALLOWANCE-DOMESTIC> 12,317
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 7,590
</TABLE>
