<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission, Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WESBANCO, INC.
_______________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
_______________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee Computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
____________________________________________________________________
2) Aggregate number of securities to which transaction applies:
____________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
____________________________________________________________________
4) Proposed maximum aggregate value of transaction:
____________________________________________________________________
5) Total fee paid:
____________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount previously paid:
_____________________________________________
2) Form, Schedule or Registration Statement No.:
_____________________________________________
3) Filing Party:
_____________________________________________
4) Date Filed:
_____________________________________________
<PAGE> 2
WESBANCO, INC.
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
April 19, 1995
TO THE STOCKHOLDERS OF WESBANCO, INC.:
Notice is hereby given that the Annual Meeting of the Stockholders of
Wesbanco, Inc. will be held at Wilson Lodge, Oglebay Park, Wheeling, West
Virginia, 26003, on Wednesday, April 19, 1995, at 4:00 p.m.
The purposes of the meeting are as follows:
(1)To elect eight (8) persons to the Board of
Directors, each to serve for a term of three (3) years.
(2)To consider and act upon such other matters as
properly may come before the meeting or any adjournment thereof.
The holders of the common stock of the Corporation as of the close of
business on March 10, 1995, are entitled to vote at the meeting.
You are requested to sign and date the enclosed form of Proxy and
return it in the enclosed envelope at your earliest convenience. As indicated
in the accompanying Proxy Statement, proxies may be revoked at any time prior
to the voting thereof.
By order of the Board of Directors.
SHIRLEY A. BUCAN
Secretary
Wheeling, West Virginia
March 24, 1995
<PAGE>
<PAGE> 3
PROXY STATEMENT
OF
WESBANCO, INC.
Bank Plaza
Wheeling, West Virginia 26003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 1995
------------------------------
This statement is furnished to the stockholders of Wesbanco, Inc. in
connection with the solicitation of proxies to be used in voting at the annual
meeting of the stockholders of the Corporation, which will be held at Wilson
Lodge, Oglebay Park, Wheeling, West Virginia, 26003, at 4:00 p.m. on
Wednesday, April 19, 1995. This statement is being mailed to the stockholders
on or about March 24, 1995.
Wesbanco, Inc. is the parent company and the holder of all of the
outstanding shares of the capital stock of Wesbanco Bank Wheeling, Wheeling,
West Virginia, Wesbanco Bank Elizabeth, Elizabeth, West Virginia, Wesbanco
Bank South Hills, Charleston, West Virginia, Wesbanco Bank Sissonville,
Sissonville, West Virginia, Wesbanco Bank Parkersburg, Parkersburg, West
Virginia, Wesbanco Bank Barnesville, Barnesville, Ohio, Wesbanco Bank
Kingwood, Inc., Kingwood, West Virginia, Wesbanco Bank Fairmont, Inc.,
Fairmont, West Virginia, and Wesbanco Bank Bridgeport, Inc., Bridgeport, West
Virginia.
James C. Gardill is the Chairman of the Board of Wesbanco, Inc. and
Robert H. Martin serves as Vice Chairman of the Board; Executive Officers of
Wesbanco, Inc. include Edward M. George, President and Chief Executive
Officer; Paul M. Limbert, Executive Vice President and Chief Financial Officer;
Dennis P. Yaeger, Executive Vice President and Chief Operating Officer; John W.
Moore, Jr., Senior Vice President-Human Resources; Jerome B. Schmitt, Senior
Vice President-Investments; Edward G. Sloane, Vice President-Data Processing;
Larry L. Dawson, Vice President; Jerry A. Halverson, Vice President; and Albert
A. Pietz, Jr., Vice President and Compliance Officer.
Proxies
-------
The proxies are solicited by the Board of Directors of the Corporation,
and the cost thereof is being borne by the Corporation. Proxies may be
revoked, by the stockholders who execute them, at any time prior to the
exercise thereof, by written notice to the Corporation, or by announcement at
the stockholders meeting. Unless so revoked, the shares represented by all
proxies will be voted, by the persons named in the proxies, at the stockholders
meeting and all adjournments thereof, in accordance with the specifications set
forth therein, or, absent such specifications, in accordance with the judgment
of the holders of such proxies.
<PAGE>
<PAGE> 4
Stock Outstanding and Voting Rights
-----------------------------------
The authorized capital stock of the Corporation consists of 25,000,000
shares of common stock of the par value of $2.0833 per share, and 1,000,000
shares of preferred stock without par value. Of the 25,000,000 shares of
authorized common stock, 8,509,958 shares presently are issued and outstanding.
There are also 9,925 shares of preferred stock issued and outstanding.
The outstanding shares of preferred stock were issued effective
February 28, 1994, in conjunction with the acquisition of First Fidelity
Bancorp, Inc. in exchange for all of the outstanding First Fidelity Preferred
Stock. The Wesbanco Preferred Stock was designated as Series A 8% Cumulative
Preferred Stock with a par value of $1.25 per share (hereinafter called
"Wesbanco Preferred Stock").
An annual fixed dividend of $15.20 per share, payable in quarterly
increments, is required to be paid with respect to the Wesbanco Preferred
Stock. The dividend commitment is cumulative. The preferred stock may be
redeemed by Wesbanco within the period from November 1, 1995, through November
30, 1995, and holders of the Wesbanco Preferred Stock are to be given at least
thirty (30) days notice of the redemption date. Wesbanco may elect to convert
the shares into the right to receive $190.00 in cash per share. If Wesbanco
has not selected a redemption date and the holders of the shares have not
otherwise caused the redemption of their shares, then on November 30, 1995, all
outstanding shares will be converted into Wesbanco Common Stock.
Each holder of Wesbanco Preferred Stock has the right to convert his
shares into shares of Wesbanco Common Stock. The conversion right may be
exercised any time between the sending of a redemption notice and the close of
business on the redemption date, and if Wesbanco has not sent a redemption
notice, the conversion right may be exercised at any time during the redemption
period. The number of shares of Wesbanco Common Stock into which a share of
Wesbanco Preferred Stock may be converted has been fixed as of February 28,
1994, by dividing $190.00 by the "book value" of the former First Fidelity
Common Stock as defined in the Certificate of Designation of the First Fidelity
Preferred Stock. Subject to certain conditions and exceptions, the "book
value" is defined to be the quotient found by dividing (1) the difference
between (i) the amount of the assets of First Fidelity and (ii) the sum of (a)
the amount of the total liabilities of First Fidelity and (b) the amount of the
liquidation preferences of any class of shares having a preference as to
liquidation rights which is not convertible into First Fidelity Common Stock by
(2) the number of outstanding shares of First Fidelity Common Stock. Such
"book value" differs from the "book value" of the First Fidelity Common Stock
determined in accordance with Generally Accepted Accounting Principles
("GAAP"), principally in that under GAAP, the amount under Clause (1)(ii)(b)
above, would generally be the amount of the liquidation preferences of all
classes of shares having a liquidation preference, without regard to whether
the shares of that class, such as the First Fidelity Preferred Stock, are
convertible. The resultant number is then multiplied by the merger conversion
ratio of .9 (nine/tenths).
2
<PAGE>
<PAGE> 5
In the event of a dissolution of Wesbanco, the liquidation of its
assets, or the winding up of its affairs, the holders of Wesbanco Preferred
Stock will be entitled to receive out of the assets of Wesbanco available for
distributions to its shareholders, before any payment or distribution is made
on the Wesbanco Common Stock or any other shares ranking junior to the Wesbanco
Preferred Stock as to liquidation, $190.00 per share, plus a sum equal to all
dividends (whether or not earned or declared) on such shares cumulated and
unpaid thereon to the date of final distribution.
If there is any merger of Wesbanco, the holders of the Wesbanco
Preferred Stock will not have voting rights if the merger does not change the
terms of such preferred stock, except as otherwise required by law. The
successor corporation, however, must agree that, upon conversion of the
Wesbanco Preferred Stock, the holders will receive the same consideration that
they would have received had they converted their shares immediately prior to
the merger. The successor corporation in the merger must give notice of any
such agreement to the holders of the Wesbanco Preferred Stock.
The remaining authorized but unissued shares of preferred stock of
Wesbanco may be issued in one or more classes or series with such preferences
and voting rights as the Board of Directors may fix in the resolution providing
for the issuance of such shares. The issuance of shares of preferred stock
could affect the relative rights of Wesbanco Common Stock. Depending upon the
exact terms, limitations and relative rights and preferences, if any, of the
shares of preferred stock as determined by the Board of Directors of Wesbanco
at the time of issuance, the holders of preferred stock may be entitled to a
higher dividend rate than that paid on the common stock, a prior claim on funds
available for the payment of dividends, a fixed preferential payment in the
event of liquidation and dissolution of the company, redemption rights, rights
to convert their preferred stock into shares of Wesbanco Common Stock, and
voting rights which would tend to dilute the voting control of the corporation
by the holders of Wesbanco Common Stock.
Stockholders of record as of the close of business on March 10, 1995,
will be entitled to vote at the stockholders meeting. Each stockholder will be
entitled to one vote for each share of common stock held, as shown by the
records of the Corporation, at that time. Cumulative voting, in the election
of Directors, is permitted by state statute, and the exercise of that right is
not subject to any condition precedent. Each stockholder is entitled to as
many votes as shall equal the number of his shares of common stock multiplied
by the number of Directors to be elected within each class, and he may cast all
of such votes for a single Director or he may distribute them among the number
to be voted for as he may see fit.
To the best of management's knowledge, the Trust Department of
Wesbanco Bank Wheeling, Bank Plaza, Wheeling, West Virginia, 26003, is the
only holder or beneficial owner of more than 5% of the common stock of the
Corporation. As of February 10, 1995, 856,090 shares of the common stock of
the Corporation, representing 10.05% of the shares outstanding, were held in
various capacities in the Trust Department. Of these shares, the Bank does not
have voting control of 232,345 shares, representing 2.73% of the shares
outstanding, has partial voting control of 14,773 shares, representing
3
<PAGE>
<PAGE> 6
.17% of the shares outstanding, and sole voting control of 608,972 shares,
representing 7.15% of the shares outstanding. In accordance with its general
practice, shares of the common stock of the Corporation over which the Bank has
sole voting control will be voted in accordance with the recommendations of
management. Shares over which the Bank has partial voting control will be
similarly voted if the Bank has the concurrence of the co-fiduciary or
co-fiduciaries.
The following table lists each stockholder known to Wesbanco to be the
beneficial owner of more than 5% of Wesbanco's common stock as of February
10, 1995, as more fully described above:
Principal Holders
-----------------
<TABLE>
<CAPTION>
Name &
Address of Amount and Nature
Title Beneficial of Beneficial Percent
Class Owner Ownership of Class
----- ---------- ----------------- --------
<S> <C> <C> <C>
Common Wesbanco Bank
Wheeling Trust Dept.
Bank Plaza
Wheeling, WV 26003 856,091* 10.05%
</TABLE>
*Nature of beneficial ownership more fully described in text immediately
preceding table.
Election of Directors
---------------------
The Board of Directors of the Corporation is divided into three
classes, as nearly equal in number as the numerical membership of the Board
will permit, the members of such classes to serve staggered terms of three
years each. In accordance with the Bylaws, the Board of Directors has
determined that the Board shall consist of twenty-seven (27) members, and has
fixed the number of Directors to be elected at the forthcoming meeting at eight
(8) to be elected for a term of three years expiring at the annual stockholders
meeting in 1998.
Accordingly, the following persons have been nominated for election to
the Board:
Nominees(1)
-----------
For the three year term expiring at the Annual Stockholders Meeting in 1998:
<TABLE>
<CAPTION>
Name Age Principal Occupation(2) Director Since
---- --- ----------------------- --------------
<S> <C> <C> <C>
James E. Altmeyer 56 President, Altmeyer Funeral 10/16/87(4)
Homes, Inc.
</TABLE>
4
<PAGE>
<PAGE> 7
<TABLE>
<CAPTION>
Name Age Principal Occupation(2) Director Since
---- --- ----------------------- --------------
<S> <C> <C> <C>
Charles J. Bradfield 61 President & Chief Executive 07/17/92
Officer, Wesbanco Bank
Barnesville, Barnesville,
Ohio
Christopher V. Criss 39 President & Chief 07/17/92
Executive Officer, Atlas
Towing Co.
Stephen F. Decker 43 President & Chief 12/02/91
Executive Officer,
Wesbanco Bank Kingwood,
Kingwood, WV
James C. Gardill 48 Chairman of the Board, 11/13/80
Wesbanco, Inc.; Lawyer,
Partner, Phillips, Gardill,
Kaiser & Altmeyer
Roland L. Hobbs 62 Former President & 07/28/76
Chairman of the Board of
Wesbanco, Inc., former
Vice Chairman of the
Board of Wesbanco Bank
Wheeling
Eric Nelson 65 President, Nelson Enter- 04/16/87
prises (Investments)
James L. Wareham 55 Chairman of the Board, 12/20/90(3)(4)
President & Chief Executive
Officer, Wheeling-Pittsburgh
Steel Corp., President, WHX
Corporation, former President
and Chief Executive Officer,
Bliss-Salem, Inc.
</TABLE>
(1) One vacancy exists in this class, the Board having fixed the membership
of the class at nine. The vacancy was created by one director in this
class having reached the mandatory retirement age according to the
Bylaws of the Corporation and being ineligible for re-election to the
Board. The Board of Directors has determined to leave the position
open for the present, in conjunction with its continuing acquisition
program. The proxies solicited cannot be voted for a greater number of
persons than the number of nominees
5
<PAGE>
<PAGE> 8
named. The Bylaws of the Corporation would permit the Board to fill
the vacancy during the ensuing year, but any such appointment would be
effective only until the next annual meeting of shareholders.
(2) Principal occupation during the past five years.
(3) Mr. Wareham also serves as a Director of Wheeling-Pittsburgh Steel
Corp. and WHX Corporation.
(4) Attended less than 75% of the Board meetings.
In the absence of instructions to the contrary, the enclosed form of
proxy, if executed and returned to the Corporation, will be voted in the manner
determined by the holder or holders thereof. Discretionary authority to
cumulate votes in the election of Directors is solicited, and unless otherwise
directed, the holder or holders of such proxies shall have the authority to
cumulate votes represented thereby and to distribute the same among the
nominees in such manner and numbers as such holder or holders, in his or their
discretion, may determine. This authority will be exercised by the holder or
holders of the proxies in the event that any person or persons, other than the
nominees named above, should be nominated for election to the Board of
Directors.
All of the foregoing nominees presently are serving as members of the
Board. In the event that, at any time prior to the stockholders meeting, any
of the foregoing nominees should become unavailable for election to the Board
of Directors, the shares of stock represented by the proxies will be voted for
such other nominee or nominees as the holders of the proxies, in their
judgment, may determine.
Continuing Directors
--------------------
In addition to the foregoing nominees, the following persons presently
are serving as members of the Board of Directors:
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 1997(1)
---------------------------------------------
<TABLE>
<CAPTION>
Name Age Principal Occupation(2) Director Since
---- --- ----------------------- --------------
<S> <C> <C> <C>
Frank K. Abruzzino 51 Lawyer, Steptoe & Johnson; 02/28/94
owner of private law practice
until 1990; former President &
Chief Executive Officer, Wesbanco
Bank Shinnston
Earl C. Atkins 66 President, City Neon, Inc., a 02/28/94
commercial sign company, and
Commercial Land Development, Inc.
</TABLE>
6
<PAGE>
<PAGE> 9
<TABLE>
<CAPTION>
Name Age Principal Occupation(2) Director Since
---- --- ----------------------- --------------
<S> <C> <C> <C>
Ray A. Byrd 50 Lawyer, Partner; Schrader, Recht, 06/09/77
Byrd, Companion & Gurley
James D. Entress 56 Oral & Maxillo-Facial Surgeon 12/20/90
Edward M. George 58 President & Chief Executive 12/02/91
Officer, Wesbanco, Inc.;
Chairman of the Board, Wesbanco
Bank Wheeling; formerly Execu-
tive Vice President-Loans,
Wesbanco, Inc.; formerly Vice-
President-Commercial and
Mortgage Lending, Wesbanco,
Inc.; formerly President & CEO,
Wesbanco Bank Wheeling;
formerly President & COO,
Wesbanco Bank Wheeling
Carter W. Strauss 48 President, Strauss Industries, Inc. 07/28/76
Thomas L. Thomas 68 Physician 10/16/87
William E. Witschey 63 President, Witschey's Market, 01/10/85
Inc. (Retail Food Market)
</TABLE>
(1) One vacancy exists in this class, the Board having fixed the membership
of the class at nine. The vacancy was created by the resignation of
Michael M. Boich. The Board of Directors has determined to leave the
position open for the present. The Bylaws of the Corporation would
permit the Board to fill the vacancy during the ensuing year, but any
such appointment would be effective only until the next annual meeting
of shareholders.
(2) Principal occupation during the past five years.
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 1996
------------------------------------------
<TABLE>
<CAPTION>
Name Age Principal Occupation(1) Director Since
---- --- ----------------------- --------------
<S> <C> <C> <C>
Gilbert S. Bachmann 76 Lawyer; Partner, Bachmann, 07/28/76
Hess, Bachmann & Garden
</TABLE>
7
<PAGE>
<PAGE> 10
<TABLE>
<CAPTION>
Name Age Principal Occupation(1) Director Since
---- --- ----------------------- --------------
<S> <C> <C> <C>
H. Thomas Corrie 69 President, Atlantic Development 03/28/84
Corporation, Inc. (Real estate
development company,
Charleston, WV)
John W. Kepner 62 Mortician; President, Kepner 07/28/76
Funeral Homes
John D. Kirk 77 Retired; Former owner, Kirk's 07/17/92
Furniture
Walter W. Knauss, Jr. 74 Former Vice President & 03/06/75
Secretary, Wesbanco, Inc. &
Wesbanco Bank Wheeling,
former Assistant to the President
& Secretary, Chairman of the
Board, Wesbanco Bank Wheeling
Melvin C. Snyder, Jr. 66 Lawyer; Partner, Snyder & Snyder 12/02/91
John A. Welty 67 Secretary-Treasurer, Welty Buick, 07/28/76
Pontiac, GMC Truck; former
President, Welty Buick, Inc.
Robert H. Martin 61 Vice Chairman, Wesbanco; 02/28/94
formerly Chairman of the
Board, First Fidelity Bancorp,
Inc.; President, Eastland
Enterprises, Inc., a personal
holding company
Patrick L. Schulte 62 Vice Chairman, Wesbanco Bank 02/28/94
Fairmont, Inc.; formerly
President & Chief Executive
Officer, First Fidelity Bancorp,
Inc.; former President & Chief
Executive Officer, Wesbanco
Bank Fairmont
</TABLE>
(1) Principal occupation during the past five years.
8
<PAGE>
<PAGE> 11
Ownership of Securities by Directors, Nominees and Officers
-----------------------------------------------------------
The following table sets forth the number of shares of the
Corporation's common stock beneficially owned by the nominees, continuing
directors and officers of the Corporation as a group as of February 10, 1995.
There is no other class of voting securities issued and outstanding.
<TABLE>
<CAPTION>
Sole Voting Shared Voting
Name of and Investment and/or Investment
Beneficial Owner Authority Authority Percent
---------------- -------------- ----------------- -------
<S> <C> <C> <C>
Frank K. Abruzzino 24,039 91,697 (1) 1.36
James E. Altmeyer 5,040 --- *
Earl C. Atkins 11,203 11,665 (2) *
Gilbert S. Bachmann 15,400 --- *
Charles J. Bradfield 37,938 (3) --- *
Ray A. Byrd 3,312 --- *
H. Thomas Corrie 17,278 22,584 (4) *
Christopher V. Criss 29,863 --- *
Stephen F. Decker 6,293 --- *
James D. Entress 31,766 (5) --- *
James C. Gardill 25,316 (6) --- *
Edward M. George 6,319 (7) --- *
Roland L. Hobbs 16,000 1,358 (8) *
John W. Kepner 3,410 (9) --- *
John D. Kirk 22,392 (10) --- *
Walter W. Knauss, Jr. 25,000 (11) --- *
Robert H. Martin 51,665 (12) --- *
Eric Nelson 28,855 (13) --- *
Patrick L. Schulte 13,936 (14) --- *
Melvin C. Snyder, Jr. 5,632 (15) --- *
Carter W. Strauss 15,395 (16) --- *
Thomas L. Thomas 15,602 (17) 226,212 (18) 2.84
James L. Wareham 548 --- *
John A. Welty 3,300 (19) --- *
William E. Witschey 4,832 29,400 (20) *
All Directors and
Officers as a group
(38 persons) 455,851 382,916 9.86
</TABLE>
*Beneficial ownership does not exceed one percent.
9
<PAGE>
<PAGE> 12
(1) Mr. Abruzzino is trustee of a Trust which owns 91,697 shares. His
wife, Elizabeth Abruzzino, is the owner of 403 shares. In addition,
Mr. Abruzzino's children are the owners of 13,421 shares held in Trust.
(2) Mr. Atkins' grandchildren are the owners of 11,665 shares held in Trust.
(3) Mr. Bradfield's wife, Gretchen H. Bradfield, is the owner of an
additional 3,850 shares.
(4) Atlantic Development Corporation, in which Mr. Corrie has a substantial
stock interest, is the owner of 22,584 shares.
(5) Includes 31,466 shares held at Wesbanco Bank Wheeling as Custodian for
James D. Entress Individual Retirement Custodian Account. Dr. Entress'
wife,Dr. Cheryl Entress, is the owner of an additional 7,596 shares
held in a profit sharing plan at Wesbanco Bank Wheeling and an
additional 3,706 shares held in an IRA custodian account at Wesbanco
Bank Wheeling.
(6) Includes 660 shares held by Mr. Gardill's wife, Linda T. Gardill, and
1,614 shares held in her IRA custodian account at Wesbanco Bank
Wheeling.
(7) Mr. George's wife, Sandra F. George, is the owner of an additional 118
shares.
(8) Mr. Hobbs is Co-Trustee of a Trust which holds an additional 1,358
shares. Mr. Hobbs' wife, Sarah F. Hobbs, is the owner of an additional
3,080 shares.
(9) Mr. Kepner's wife, Joan B. Kepner, is the owner of an additional 200
shares.
(10) Mr. Kirk's wife, Margaret V. Kirk, is the owner of an additional 3,048
shares.
(11) Mr. Knauss' wife, Mary E. Knauss, is the owner of an additional 13,200
shares.
(12) Includes 45,187 shares owned by Mt. Zion, Incorporated, a corporation
wholly owned by Mr. Martin. Mr. Martin's wife, Lucille D. Martin, is
the owner of an additional 2,843 shares held in Trust.
(13) Mr. Nelson's wife, Ann P. Nelson, is the owner of an additional 3,366
shares.
(14) Mr. Schulte's wife, Joan T. Schulte, is the owner of an additional
2,205 shares and 251 shares held in Trust.
(15) Mr. Snyder's wife, Ann E. Snyder, is the owner of an additional 482
shares.
10
<PAGE>
<PAGE> 13
(16) Includes 1,244 shares held by Automatic Recycling, Inc., of which Mr.
Strauss is an officer and director and in which he has a substantial
stock interest. Mr. Strauss' wife, Barbara Strauss, is the owner of an
additional 2,291 shares held in a custodian account at Wesbanco Bank
Wheeling. In addition, Mr. Strauss' children are the owners of an
additional 1,036 shares held in custodial accounts at Wesbanco Bank
Wheeling.
(17) Dr. Thomas' wife, Ann F. Thomas, is the owner of an additional 2,585
shares and the Thomas Children's Trust holds an additional 183 shares.
In addition, Dr. Thomas has a substantial stock interest in two
corporations, namely, Fath Corporation and J. T. Corporation, the
owners of an additional 2,006 shares and 11,588 shares, respectively.
(18) Dr. Thomas is President and one of the five Trustees of the James B.
Chambers Memorial Association, Inc. of Wheeling, West Virginia, the
owner of 224,070 shares of common stock of the Corporation. The James
B. Chambers Memorial Association, Inc. is an eleemosynary corporation
which is operated for the benefit and advancement of disadvantaged
children of the greater Wheeling area. An additional 2,142 shares are
held by Dr. Thomas' Retirement Trust, of which he shares voting and
investment powers with the Trustee.
(19) Mr. Welty's wife, Joyce W. Welty, is the income beneficiary of a Trust
which owns an additional 1,980 shares.
(20) Mr. Witschey's wife, Wilda C. Witschey, is the owner of an additional
5,522 shares; 29,400 shares are owned by Witschey's Market, Inc., in
which Mr. Witschey has a substantial stock interest.
Section 16(a) Filing Requirements
---------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers, directors, and persons who own more than 10% of a
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities & Exchange Commission.
Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Corporation with copies of all Section 16(a) forms
they file.
Based solely on its review of the copies of such Forms 5 received by
it, or written representations from certain reporting persons that no Forms 5
were required for those persons,
11
<PAGE>
<PAGE> 14
the Corporation believes that, during the calendar year 1994, all filing
requirements applicable to its officers, directors and greater than 10%
beneficial owners were fulfilled.
Transactions With Directors and Officers
----------------------------------------
It has been the practice of some of the subsidiary banks of the
Corporation, on occasion, to engage in the ordinary course of business in
banking transactions, which at times involved loans in excess of $60,000.00,
with some of their Officers and Directors and some of the Officers and
Directors of the Corporation and their associates. It is anticipated that the
practice will be continued. All loans to such persons, however, have been
made, and in the future will be made, in the ordinary course of business and on
substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and did
not, and will not, involve more than normal risk of collectibility or present
other unfavorable features. From time to time the firm of Phillips, Gardill,
Kaiser & Altmeyer of which James C. Gardill, Chairman of the Board and a
Director of the Corporation, is a partner* , the firm of Schrader, Recht, Byrd,
Companion & Gurley, of which Ray A. Byrd, Director of the Corporation, is a
partner, and the firm of Bachmann, Hess, Bachmann & Garden, of which Gilbert
S. Bachmann, a Director of the Corporation, is a partner, have rendered legal
services to the Corporation. It is contemplated that one or more of these
firms will be retained to perform legal services during the current year.
Compensation of Executive Officers
----------------------------------
The officers of the Corporation presently are serving without
compensation from Wesbanco, Inc. They are, however, compensated by Wesbanco,
Inc. affiliate banks for services rendered as officers of those corporations.
The following table sets forth the total compensation paid by Wesbanco,
Inc. affiliate banks, during the year 1994, to the five highest paid executive
officers, whose total compensation exceeded $100,000.00, together with the
benefits payable to them from the Corporation's pension plan upon retirement.
The list also includes one additional individual who would have been a member
of that group, but for the fact that he retired prior to the end of the year in
question.
-------------------
**Fees aggregating $208,191.50 were paid to the law firm of Phillips, Gardill,
Kaiser & Altmeyer for legal services rendered to the Corporation and its
banking affiliates during the year 1994.
12
<PAGE>
<PAGE> 15
SUMMARY COMPENSATION
<TABLE>
<CAPTION>
Long Term Compensation
----------------------
Annual Compensation Awards Payouts
--------------------------------------------------------------------------------------------------
Other
Annual Restricted Options All Other
Salary Bonus Comp. Stock SARS LTIP Compensation
Name and Position Year ($) ($) (1) Awards (#) Payouts ($)(2)
--------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward M. George 1994 152,554 40,000 0 0 0 0 2,873
President & Chief 1993 142,645 35,000 0 0 0 0 5,525
Executive Officer 1992 124,477 18,000 0 0 0 0 3,103
Paul M. Limbert 1994 113,642 20,000 0 0 0 0 2,558
EVP & Chief 1993 108,748 18,000 0 0 0 0 4,012
Financial Officer 1992 99,796 14,000 0 0 0 0 2,478
Dennis P. Yaeger 1994 113,642 20,000 0 0 0 0 2,558
EVP & Chief 1993 108,033 18,000 0 0 0 0 3,992
Operating Officer 1992 99,796 14,000 0 0 0 0 2,478
Patrick L. Schulte 1994 170,041 0 0 0 0 0 0
former EVP Central 1993 185,115 40,000 0 0 0 0 0
Region 1992 170,255 30,000 0 0 0 0 0
Frank R. Kerekes 1994 107,276 8,000 1,500 0 0 0 0
President, 1993 95,070 10,000 6,000 0 0 0 0
Wesbanco Bank 1992 91,658 8,000 6,000 0 0 0 0
Fairmont, Inc.
Jerome B. Schmitt 1994 99,462 15,000 0 0 0 0 2,191
Senior Vice Presi- 1993 95,739 13,000 0 0 0 0 3,439
dent-Investments 1992 90,000 12,000 0 0 0 0 2,221
</TABLE>
(1) "Other Annual Compensation" includes the following for Mr. Kerekes:
Board fees, 1994 - $1,500, 1993 - $6,000, 1992 - $6,000.
(2) "All Other Compensation" includes the following: contributions to the
Corporation's ESOP Plan on behalf of each of the named executives
covered by the Plan as follows: for Mr. George, 1994 - $2,873, 1993 -
$5,525, 1992 - $3,103; for Mr. Limbert, 1994 - $2,558, 1993 - $4,012,
1992 - $2,478; for Mr. Yaeger, 1994 - $2,558, 1993 - $3,992, 1992 -
$2,478; for Mr. Schmitt, 1994 - $2,191, 1993 - $3,439, 1992 - $2,221.
13
<PAGE>
<PAGE> 16
Comparison of Five Year Cumulative Total Return*
Among Wesbanco, Inc., NASDAQ Stock Market (U.S.),
and NASDAQ Banks**
<TABLE>
<CAPTION>
MEASUREMENT PERIOD WESBANCO, NASDAQ STOCK
(FISCAL YEAR COVERED) INC. MARKET NASDAQ BANKS
<S> <C> <C> <C>
1989 100.000 100.000 100.000
1990 100.099 84.918 73.232
1991 115.685 136.277 120.168
1992 168.122 158.577 174.869
1993 261.250 180.933 199.334
1994 223.545 176.916 198.692
</TABLE>
<TABLE>
<S> <C>
Assumes $100 Invested on January 1, 1990 * Total Return Assumes Reinvestment
In WesBanco, Inc., Nasdaq Stock Market, of Dividends
and Nasdaq Banks. ** Fiscal Year Ending December 31
</TABLE>
14
<PAGE>
<PAGE> 17
Pension Plan Benefits
Estimated Annual Benefits Upon Retirement to Persons in
Specified Remuneration and Years-of-Service Classifications
-----------------------------------------------------------
<TABLE>
<CAPTION>
Remuneration 15 20 25 30 35
------------ ------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
85,000 21,782 29,042 36,303 43,567 50,000
95,000 24,392 32,522 40,653 48,784 50,000
105,000 27,002 36,002 45,003 50,000 50,000
120,000 30,917 41,222 50,000 50,000 50,000
130,000 33,527 44,702 50,000 50,000 50,000
140,000 36,137 48,182 50,000 50,000 50,000
150,000 38,747 50,000 50,000 50,000 50,000
175,000 45,272 50,000 50,000 50,000 50,000
200,000 50,000 50,000 50,000 50,000 50,000
225,000 50,000 50,000 50,000 50,000 50,000
</TABLE>
A Participant's compensation covered by the Bank's pension plan is the
salary reported on the Form W-2 plus Section 125 contributions made by the
employee (as reported in the Summary Compensation Table), for the 60
consecutive months out of the last 120 consecutive months of the Participant's
career for which such average is the highest, or in the case of the Participant
who has been employed for less than 60 months, the period of his employment
with the Bank. Average compensation for named executives as of the end of the
last calendar year is: Mr. George: $154,900; Mr. Limbert: $117,004; Mr.
Yaeger: $116,861; and Mr. Schmitt: $100,241. The estimated years of service
for each named executive is as follows: Mr. George: 11.583; Mr. Limbert:
17.666; Mr. Yaeger: 22.333;and Mr. Schmitt: 22.000. Benefits shown are
computed as a straight life annuity beginning at age 65.
Mr. Schulte and Mr. Kerekes are covered by a separate plan which was in
effect at the time of the merger. Effective June 1, 1994, Mr. Schulte retired
from active full-time employment. As allowed by the plan, Mr. Schulte took his
pension benefit on June 1, 1994 in a lump sum benefit of $1,023,211.89.
However, Mr. Schulte has agreed to serve as Vice Chairman of Wesbanco Bank
Fairmont, Inc. Additionally, in consideration of the modification of his
prior employment contract, the bank has agreed to pay Mr. Schulte $9,722 per
month over a thirty-six month period beginning June 1, 1994. Average
compensation for Mr. Kerekes for the past three years was $105,923. The years
of service for Mr. Kerekes are 17. The pension benefit for Mr. Kerekes at age
65, assuming current pay levels is $60,057.96 per year.
15
<PAGE>
<PAGE> 18
Description of Employment Contracts
-----------------------------------
The Corporation provides certain executive officers, including the
executive officers named in the Summary Compensation Table, with written
Employment Contracts at their respective base annual salaries. These contracts
are all substantially the same and are structured on a revolving three year
term which is annually renewable. The contracts provide for discharge for
cause, and terminate in the event of the death of the employee. If terminated
by reason of the death of the employee, or without cause, the employee or his
designated beneficiary is entitled to a severance payment equal to six months
of the employee's base salary. There are no golden parachute type provisions
contained in the contracts.
Patrick L. Schulte was covered by a separate employment contract which
was also structured on a revolving three year term which commenced on February
28, 1994. The contract provided for a salary at an amount not less than the
salary in effect for Mr. Schulte as of February 28, 1994. The employment
contract also provided that in the event Mr. Schulte retired prior to age 65,
but after age 62, he would be entitled to one year's current salary in a lump
sum or installments. Mr. Schulte elected to retire from active full-time
employment on June 1, 1994, and his contract of employment was amended by
mutual agreement to convert the remaining amounts due thereunder to a severance
payment of approximately $9,722 per month over a period of 36 months. Mr.
Schulte continues to serve as Vice-Chairman of Wesbanco Bank Fairmont, Inc. and
as a Director of the Corporation and Wesbanco Bank Fairmont, Inc.
Description of Bonus Plan
-------------------------
Annually, the Executive Committee of the Corporation makes a
determination as to the amount and allocation among the executive officers of
the Corporation of a bonus payable to such officers. The amount and
participants vary each year based on an assessment of profitability and merit
as determined by the Committee. A total of $224,000 in cash was allocated and
paid for such bonuses for the year 1994.
Compensation Committee Report
-----------------------------
Members of the Compensation Committee consist of the non-salaried
members of the Executive Committee and include Messrs. Gardill, Criss, Thomas,
Witschey, Hobbs, Strauss and Bachmann.
Generally, compensation policies are determined by the annual budget
process in which overall salary adjustment ranges are established based upon a
projected annual budgeted amount for salaries. The actual increases are then
allocated based on administration of the company's salary administration
program, a Hay type system, and individual performance evaluations, which are
done each year on all employees, including executive officers. Salary
increases are also adjusted for merit increases and changes in duties and
responsibilities where warranted. The Committee also considered that executive
16
<PAGE>
<PAGE> 19
salaries for the Corporation's executives are somewhat lower than industry peer
group averages and have been moving closer to industry standards, subject to
corporate performance.
Company performance is considered in establishing the annual budget for
salary increases, which is the initial part of the process. Projected annual
income growth and savings through consolidation are considered in establishing
the overall salary increase range. Also, Company performance factors,
including net income, return on assets and return on equity, are considered in
setting annual bonuses. The bonuses are determined on a subjective basis.
Considerations affecting Mr. George's salary and bonus for 1994
included the overall salary administration program of the corporation, the
substantial reorganizational work involved in recent acquisitions and the
reorganization of a number of banks within the Wesbanco group, and his annual
evaluation, which was very positive. Also the Committee considered the overall
increases granted to other employees in the corporation and the salary
structure of peer group banks.
Compensation Committee Interlocks and
Insider Participation in Compensation Decisions
-----------------------------------------------
Roland L. Hobbs, a member of the Compensation Committee, formerly
served as Chairman and President of Wesbanco until June 1, 1990. He continues
to serve as a member of the Board of Directors and Executive Committee of the
Corporation.
James C. Gardill, also a member of the Compensation Committee, serves
as Chairman of the Board of the Corporation, which is a non-salaried position,
though Mr. Gardill is included in annual bonus considerations of the
Compensation Committee. Mr. Gardill does not participate in the Committee's
discussion of such bonus. Mr. Gardill also is a partner in the law firm
Phillips, Gardill, Kaiser & Altmeyer, and acts as general counsel for the
Corporation. During the year 1994 fees aggregating $208,191.50 were paid to
the firm of Phillips, Gardill, Kaiser & Altmeyer for legal services rendered to
the Corporation and its banking affiliates.
Wesbanco ESOP Plan
------------------
The Wesbanco Employee Stock Ownership Plan (the "ESOP") is a
qualified non-contributory employee stock ownership plan. It was adopted by
the Corporation on December 31, 1986, and is designed to serve as a vehicle for
the acquisition of stock ownership interests in the Corporation by eligible
employees of the Corporation and its subsidiary companies. All employees of
Wesbanco, together with all employees of the subsidiary companies which adopt
the Plan, are eligible to participate in the ESOP upon completion of a year of
service. All affiliate banks, except Wesbanco Bank Fairmont, Inc. and Wesbanco
Bank Bridgeport, Inc., are participants in the Plan. It is anticipated that
these affiliates will also become participants in the Plan. The ESOP is
administered by a Committee appointed by the Board of Directors of the
Corporation.
17
<PAGE>
<PAGE> 20
No contributions are made to the ESOP by the employees. All
contributions are made by the Corporation, and the amount thereof is determined
annually by the Board of Directors of the Corporation. The Trustee of the ESOP
Trust is authorized to borrow funds upon terms and conditions not inconsistent
with Section 4975 of the Internal Revenue Code and the regulations thereunder,
for the purpose of purchasing stock of the Corporation, from the Corporation or
any shareholder. In the event that such a loan is obtained, the employer
contributions must be made in an amount sufficient to amortize the loan.
Otherwise, employer contributions may be paid in the form of cash or shares.
At the present time, the Trust holds 96,283 shares of Wesbanco Common
Stock. The ESOP Trustee has currently outstanding $848,655.00 borrowed from
an unaffiliated financial institution. The loan originated in 1992 and is
structured as a revolving line of credit, and the unpaid balance is amortized
over a five-year period at an interest rate equal to the lender's base rate.
Wesbanco is required to make annual payments to principal equal to 20% of the
January 1st balance each year. Any balance due at maturity will be paid in
full or refinanced. During 1994, the trust used proceeds of the loan to
purchase 2,000 shares at $25.50 per share and 5,000 shares at $23.75 per share.
The ESOP Trust pledged the shares of employer securities purchased with the
proceeds of the loan as security for the loan. Wesbanco guaranteed the loan
issuing a contribution commitment letter. As such securities are allocated to
the accounts of participating employees, and the loan balance paid down, they
will be released by the secured party.
Employer securities purchased with the proceeds of the loan are placed
in a suspense account and released, prorata, from such suspense account under a
formula which considers the amount of principal and interest paid for a given
period over the amount of principal and interest anticipated to be paid for
that period and all future periods. Shares released from the suspense account,
employer contributions, if any, and forfeitures are each allocated, prorata,
subject to limits imposed by the Code, to the accounts of individual
participants under a format which considers the amount of the participant's
compensation over the aggregate compensation of all participants.
Participants become vested in their accounts upon retirement, death or
disability or upon completion of five years of service from and after December
31, 1986, or, with respect to affiliate banks, five years from the date of
initial participation. Distributions upon retirement, death or disability are
normally made in the form of substantially equal annual installments over a
period of 10 years commencing as soon as practicable after such retirement,
death or disability. Distributions upon other separation from service are
normally made in the form of installments commencing upon the earlier of the
date the former employee attains age 65, his or her death, or after a one year
break in service. With the consent of the Committee, distributions may be made
in the form of a lump sum. Participants may demand distributions in the form of
whole shares of employer securities. If demand is not timely made, however,
distributions may be made in cash.
The assets of the ESOP Trust will be invested and accounted for
primarily in shares of employer securities. However, from time to time, the
ESOP Trustee may hold assets in other forms, either (i) as required for the
proper administration of the ESOP or (ii) as directed by participants as set
forth in Section 401(a)(28) of the Code.
18
<PAGE>
<PAGE> 21
During the year 1994, Wesbanco contributed a total of $232,000 to the
ESOP on behalf of its employees.
The following table sets forth, with respect to those persons named in
the Compensation Table, and for all executive officers as a group, the number
of shares of the Corporation's common stock allocated to such individuals
during 1994:
<TABLE>
<CAPTION>
Value of
Name Shares Allocated Allocated Shares
---- ---------------- ----------------
<S> <C> <C>
Edward M. George 118 $ 2,872.82
Paul M. Limbert 106 2,558.43
Dennis P. Yaeger 106 2,558.42
Patrick L. Schulte None --
Frank R. Kerekes None --
Jerome B. Schmitt 90 2,191.22
Officers of the
Corporation (14 persons)
as a group 986 23,907.02
</TABLE>
Meetings of Board of Directors and
Committees and Compensation of Members
--------------------------------------
The Board of Directors of the Corporation meets bimonthly, and the
Executive Committee of the Corporation meets monthly. Fees paid for attendance
at Board meetings and meetings of the Executive Committee are $300.00. The
Directors receive an annual fee of $2,000.00 payable quarterly at the rate of
$500 per quarter. During 1994, the Board of Directors of the Corporation held
six regular meetings and one special meeting. Directors of the Corporation are
paid a fee of $200.00 for attendance at meetings of special committees of the
Corporation. Fees in the total amount of $92,500.00 were paid to Directors for
attendance at meetings of the Board of Directors of the Corporation and at
meetings of all Committees of the Corporation during the year 1994. In
addition, fees in the aggregate amount of $32,100.00 were credited to the
accounts of those Directors who have elected to participate in the Directors
Deferred Compensation Plan of the Corporation, pursuant to which payment of
fees for attendance at meetings of the Board of Directors and committees
established by the Board may be deferred and deemed invested in Wesbanco Common
Stock or in a money market rate of interest account.
The Corporation does have a standing Compensation Committee. The
members of the Corporation's Compensation Committee include James C. Gardill,
Roland L. Hobbs, Gilbert S. Bachmann, Carter W. Strauss, Thomas L. Thomas,
Christopher V. Criss and William E. Witschey. The Compensation Committee
met three times during the year. The principal functions of the Committee are
to review and approve salary adjustments for officers, bonus recommendations,
executive compensation, and overall salary and benefit costs.
19
<PAGE>
<PAGE> 22
The Corporation does have a standing Nominating Committee. Members
of the Corporation's Nominating Committee are Roland L. Hobbs, James C.
Gardill, Edward M. George, Thomas L. Thomas and Eric Nelson. The Committee
meets only when vacancies are to be filled and no meetings were held during
the year 1994. The principal function of the Committee is to recommend
individuals for election to the Board of Directors. Security holder
nominations may be considered by the Committee if made in accordance with the
Bylaw requirements. See "Stockholders Intending to Nominate Candidates for
Election to Board of Directors Must Give Notice to Corporation."
The Corporation does have an Audit Committee the members of which in
1994 were Carter W. Strauss, Chairman, Ray A. Byrd, D. Duane Cummins, James
D. Entress, John J. Paull and Thomas M. Hazlett. The principal functions of
the Audit Committee are to confer with the independent accountant and the
Internal Auditor of the Corporation and the affiliate banks, and to review and
assess the interim and year-end audit reports and the reports of the
examinations made by the Federal and State Bank Examiners and other regulatory
authorities. The Committee had four meetings during 1994. All meetings were
attended by representatives of Price Waterhouse, the independent accountant,
and all of the meetings were attended by the Internal Auditor, for the
Corporation and its affiliate banks. These meetings were devoted, for the most
part, to reviewing and discussing the reports and recommendations of Price
Waterhouse concerning the interim and year-end audits, and the reports of the
Internal Auditor concerning the results of the examinations and the accounting
controls and procedures followed by the Internal Audit Department. Various
other matters pertaining to the business and operations of the Corporation
received attention by the Committee throughout the year, including the scope of
the audits, review of nonperforming credits, consideration of financial
statements, internal control procedures, loan policies and loan loss reserves.
Stockholders Intending to Nominate Candidates for
Election to Board of Directors Must Give Notice to Corporation
--------------------------------------------------------------
Under Section 2 of Article III of the bylaws of the Corporation, any
stockholder who intends to nominate, or cause to have nominated, a candidate
for election to the Board of Directors (other than any candidate proposed by
the Board of Directors) shall so notify the Secretary of the Corporation in
writing not less than thirty (30) days prior to the date of any meeting of the
stockholders at which Directors are to be elected, or five (5) days after the
giving of notice of such meeting, whichever is later. Only candidates
nominated in accordance with this section, other than candidates nominated by
the Board of Directors, shall be eligible for election to the Board of
Directors.
Proposals of Stockholders for
Presentation at Next Year's
Annual Meeting, to be Held April 17, 1996
-----------------------------------------
Proposals which stockholders intend to present at next year's annual
meeting, to be held on Wednesday, April 17, 1996, will be eligible for
inclusion in the Corporation's proxy material for that
20
<PAGE>
<PAGE> 23
meeting if they are submitted to the Corporation in writing not later than
November 27, 1995. A proponent may submit only one proposal. At the time of
the submission of a proposal, a stockholder also may submit a written
statement in support thereof for inclusion in the proxy statement for the
meeting, if requested by the proponent; provided, however, that a proposal
and its supporting statement in the aggregate shall not exceed 500 words.
Independent Accountant
----------------------
The Board of Directors has retained Price Waterhouse to serve as the
Corporation's independent accountant for the current year. Price Waterhouse
also served as such accountant for the Corporation and all affiliates for the
year 1994. The services rendered by Price Waterhouse during the year 1994
consisted of auditing and tax services primarily, and involved the
Corporation's acquisition program as well as the examination of the financial
statements and reports of the Corporation and its subsidiary banks. It is
expected that a representative of the accounting firm will be present at the
stockholders meeting. Such representative will have the opportunity to make a
statement if such representative desires to do so, and will be available to
respond to appropriate questions from the stockholders who are present.
Matters to be Considered at the Meeting
---------------------------------------
The management has no knowledge of any matters, other than those
referred to above, which will be presented for consideration and action at the
meeting. As set forth in the Notice of the meeting, however, the stockholders
will have the right to consider and act upon such other matters as properly may
come before the meeting, and the enclosed form of proxy confers, upon the
holders thereof, discretionary authority to vote with respect to such matters.
Accordingly, if any such matters are presented, the holders of the proxies will
vote the shares of stock represented thereby in accordance with their best
judgment.
By order of the Board of Directors.
JAMES C. GARDILL
Chairman of the Board
Wheeling, West Virginia
March 24, 1995
21
<PAGE>
<PAGE> 24
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 1995
The undersigned hereby constitutes and appoints Carter W. Strauss,
Thomas L. Thomas and John A. Welty, or any one of them, attorneys and proxies,
with full power of substitution, to represent the undersigned at the annual
meeting of the stockholders of Wesbanco, Inc., to be held at Wilson Lodge,
Oglebay Park, Wheeling, West Virginia, 26003, on Wednesday, April 19, 1995, at
4:00 p.m., and at any adjournment or adjournments thereof, with full powers
then possessed by the undersigned, and to vote, at that meeting, or any
adjournment or adjournments thereof, all shares of stock which the undersigned
would be entitled to vote if personally present, as follows:
(1) For the election to the Board of Directors, except as otherwise
specified below, of the following nominees, or any one or more of them:
<TABLE>
<S> <C>
James E. Altmeyer James C. Gardill
Charles J. Bradfield Roland L. Hobbs
Christopher V. Criss Eric Nelson
Stephen F. Decker James L. Wareham
</TABLE>
with full authority to cumulate the votes represented by such shares and to
distribute the same among the nominees in such manner and number as said
attorneys and proxies, in their discretion, may determine.
(2) In accordance with the judgment of the said attorneys and
proxies upon such other matters as may be presented for consideration and
action.
________________________________________(SEAL)
________________________________________(SEAL)
_______________, 1995.
(Please sign exactly as your name(s) appears hereon. When signing as Attorney,
Executor, Administrator, Trustee, Guardian, etc., give full title as such. If
you are signing for someone else, you must send documentation with this Proxy,
certifying your authority to sign. If stock is jointly owned, each joint owner
should sign.)
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF THE NOMINEES LISTED ABOVE MAY BE
WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT THE NAME OF SUCH NOMINEE.
