As filed with the Securities and Exchange Commission on June 20, 1996
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
WESBANCO , INC.
(Exact name of Registrant as specified in its Charter)
West Virginia 6711 55-0571723
(State of Incorporation) (Primary Standard Industrial (IRS Employer ID No.)
Classification Code Number)
1 Bank Plaza
Wheeling, WV 26003
(Address of Principal Executive Offices, including Zip Code)
(304) 234-9000
(Registrant's Telephone Number, including Area Code)
Edward M. George
President and Chief Executive Officer
WESBANCO, INC.
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1 Bank Plaza
Wheeling, WV 26003
(304) 234-9202
(Name and Address, including Zip Code, and Telephone Number, including Area
Code, of Agent for Service)
WITH COPIES TO:
James C. Gardill, Esquire
Phillips, Gardill, Kaiser & Altmeyer
61-14th Street
Wheeling, WV 26003
(304) 232-6810
Approximate date of commencement of the proposed sale of the securities to
the public:
From time to time after the effective date of the Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. X
----
If any of the securities being registered on the Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with the
dividend or interest reinvestment plans, check the following box.
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If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act Registration Statement Number of the earlier
effective Registration Statement for the same offering.
------
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Number of the earlier effective Registration Statement for the
same offering.
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If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box.
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CALCULATION OF REGISTRATION FEE
<TABLE>
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<S> <C> <C> <C> <C>
Title of Each Proposed Maximum Proposed Maximum Amount of
Class of Securities Amount to be Offering Price Per AggregateOffering Registration
to be Registered Registered Unit (1) Price (1) Fee
- - ------------------ ------------ ------------------ ----------------- ------------
Common Stock
($2.0833 par value) 150,000 Shs. $26.75 $4,012,500 $1,383.62
Exhibit Index is on page 22
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low
reported sales price of the Registrant's common stock on the Nasdaq Stock
Market on June 17, 1996.
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PROSPECTUS
WESBANCO, INC.
Dividend Reinvestment Plan
150,000 shares of Common Stock ($2.0833 par value)
This Prospectus relates to 150,000 shares of Common Stock,
par value $2.0833 (the "Common Stock") of Wesbanco, Inc. (the
"Corporation") registered for purchase under the Wesbanco, Inc.
Amended Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). The Corporation is registering 150,000 shares for
issuance pursuant to the Plan. The Plan provides each holder of
Common Stock with a simple and convenient method of purchasing
additional shares without payment of any brokerage commission,
service charge or other similar expense.
A participant in the plan may elect to reinvest dividends on
all or a portion of his or her shares of Common Stock. A
participant may withdraw from the Plan at any time.
The purchase price of shares purchased by a participant in
the Plan with reinvested dividends on any Investment Date (as
hereinafter defined) will be the weighted average price of all
such shares purchased pursuant to the Plan that month, computed
to three decimal places. The Corporation may, in its discretion,
as to reinvested dividends on the shares of Common Stock, and
optional cash payments, direct the purchase of authorized but
unissued shares, or treasury shares, of Common Stock directly
from the Corporation or direct the purchase of shares in market
transactions. Market transactions may be conducted in the over-
the-counter market or may be negotiated transactions and on such
terms as price, delivery and otherwise as the Plan Administrator
may determine. To the extent shares of Common Stock are
purchased directly from the Corporation, the Corporation will
receive additional funds for general corporate purposes. Market
transactions will provide no new funds to the Corporation.
Each participant should recognize that neither the
Corporation nor the Plan Administrator (as defined in the answer
to Question 2 below) can provide any assurance that shares
purchased under the Plan will, at any time, be worth more or less
than their purchase price.
The Plan does not represent a change in the dividend policy
of the Corporation, which will continue to depend on earnings,
financial requirements and other factors. Shareholders who do
not wish to participate in the Plan will continue to receive cash
dividends as declared by check or direct deposit in the usual
manner. It is suggested that this Prospectus be retained for
future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The date of this Prospectus is June 20, 1996.
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, proxy statements
and other information filed by the Corporation with the
Commission can be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450
Fifth Street, N.W., Washington, D.C. 20549, and the Commission's
Regional Offices at 7 World Trade Center, Suite 1300, New York,
NY 10048, and Northwestern Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, IL 60661-2511. Copies of such
material can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. The Common Stock is listed on the Nasdaq
National Market. Reports and other information concerning the
Corporation can be inspected and copied at the following office
location: The Nasdaq Stock Market, 1735 K Street NW, Washington,
D.C., 20006-1500.
This Prospectus does not contain all of the information in
the Registration Statement on Form S-3 filed with the Commission
of which this Prospectus is a part. Certain portions of the
Registration Statement have been omitted in accordance with the
rules and regulations of the Commission. For further information
with respect to the Corporation and the securities offered
hereby, reference is made to the Registration Statement,
including the exhibits thereto.
The Corporation will provide without charge to each person,
including any beneficial owner, to whom this Prospectus is
delivered, upon written or oral request by such person, a copy of
any or all documents incorporated herein by reference (other than
certain exhibits to such documents). Written requests should be
directed to Shirley A. Bucan, Secretary, Wesbanco, Inc., One Bank
Plaza, Wheeling, WV, 26003. Telephone requests may be directed
to the Corporation at (304) 234-9228.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE
SOLICITATION OF AN OFFER TO BUY, THE SECURITIES TO WHICH THIS
PROSPECTUS RELATES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT
IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION IN SUCH
JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED
IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER
SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE
IN THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF. IN THAT
CONNECTION, REFERENCE IS MADE TO THE SECTION OF THIS PROSPECTUS
CAPTIONED "INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE."
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TABLE OF CONTENTS
PAGE
The Corporation. . . . . . . . . . . . . . . . . . . . . . . . . . 5
The Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Description of the Plan . . . . . . . . . . . . . . . . . . . . . 5
What Is the Purpose of the Plan? . . . . . . . . . . . . . . 5
Who Administers the Plan?. . . . . . . . . . . . . . . . . . . 6
Who Is Eligible to Participate in the Plan? . . . . . . . . . 7
When May, and How Does, an Eligible Stockholder Participate?. 7
When Will Purchases of Shares Be Made?. . . . . . . . . . . 7
What Are the Investment Options?. . . . . . . . . . . . . . 8
What Are the Limits on Voluntary Cash Payments? . . . . . . 8
What Will Be the Price of the Stock? . . . . . . . . . . 8
How Many Shares of Common Stock Will Be Credited to
Participants? . . . . . . . . . . . . . . . . . . . . . . 9
Are There Any Fees or Expenses Incurred By Participants In
the Plan? . . . . . . .. . . . . . . . . . . . . 9
Will Certificates Be Issued for Common Stock Purchased?. . . 9
In Whose Name Will Certificates Be Registered When Issued
to Participants? . . . . . . . . . . . . . . . . . . . . 10
How Does a Participant Withdraw From the Plan? . . . . . . . 10
What Happens When a Portion of a Participant's Stock Is Sold
or Transferred?. . . . . . . . . . . . . . . . . . . . . . 10
What Happens If Wesbanco Issues a Stock Dividend, Declares a
Stock Split, or Has a Rights Offering?. . . . . . . . . . . 11
How Will a Participant's Stock Be Voted at Meetings of
Shareholders? . . . . . . . . . . . . . . . . . . . 11
What Reports Will Be Sent to Participants in the Plan? . . . 11
Who Interprets and Regulates the Plan?. . . . . . . . . . . 11
May the Plan Be Modified or Terminated?. . . . . . . . . . 11
What is the Tax Status of Reinvested Cash Dividends and
Shares of Stock Acquired Through the Plan?. . . . . . . . . 12
Use of Proceeds. . . . . . . . . . . . . . . . . . . . . . . . . 13
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Legal Opinion . . . . . . . . . . . . . . . . . . . . . . . . 13
Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . 13
Incorporation of Certain Documents by Reference. . . . . . . . 14
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THE CORPORATION
Wesbanco, Inc. (the "Corporation") is a multi-bank holding
company chartered under the laws of the State of West Virginia.
It has six banking subsidiaries located in Wheeling, Fairmont,
Parkersburg, Charleston, and Kingwood in West Virginia and
Barnesville, Ohio. On a consolidated historical basis, as of
December 31, 1995, Wesbanco had total assets of $1,371,793,000;
net loans of $850,568,000; deposits of $1,115,473,000; and
shareholders' equity of $170,000,000. As of March 8, 1996,
Wesbanco had approximately 3,853 shareholders and 8,476,572
shares outstanding. The principal executive office of the
Corporation is located at One Bank Plaza, Wheeling, WV, 26003.
Its telephone number is (304) 234-9000. Additional information
concerning the Corporation and its business activities is
contained in the incorporation documents to which reference is
hereby made.
The following, in a question and answer format, are the
provisions of the Wesbanco, Inc. Amended Dividend Reinvestment
and Stock Purchase Plan (the "Plan"). Those holders of the
Corporation's common stock who do not participate in this Plan
will continue to receive cash dividends, if and when declared.
THE PLAN
The Plan described herein provides holders of record of
Wesbanco Common Stock ("Common Stock") with a simple and
convenient method of investing all or part of their cash
dividends and voluntary cash payments in additional shares of
Common Stock without payment of any brokerage commission or
service charge. The Plan will be administered by Wesbanco Bank
Wheeling (the "Administrator"), a West Virginia banking
corporation with offices located in Wheeling, West Virginia, and
a wholly-owned subsidiary of Wesbanco.
The price per share will be the weighted average price of
all shares purchased pursuant to the Plan that month computed to
three decimal places. Shares will be purchased by the
Administrator with the proceeds of any single dividend together
with all voluntary cash payments being concurrently applied by
the Administrator during the month in which the purchase is made.
See "DESCRIPTION OF THE PLAN - 8. WHAT WILL BE THE PRICE OF THE
STOCK?". The Plan does not constitute a guarantee of future
dividends, which will depend on earnings, financial requirements
and other factors.
DESCRIPTION OF THE PLAN
The Plan, approved by Wesbanco's Board of Directors,
consists of the following numbered questions and answers:
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of
Common Stock with a simple and convenient method of investing all
or part of their cash dividends and voluntary cash
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payments in additional Common Stock without payment of any direct
brokerage commission or service charge. The Plan may purchase shares
in the open market or negotiated transactions, or may purchase
treasury shares or newly issued shares directly from the
Corporation. Open market purchases may either be made by the
Administrator, or an independent unaffiliated agent of the
Corporation (the "agent") (See "6. WHAT ARE THE INVESTMENT
OPTIONS?").
2. WHO ADMINISTERS THE PLAN?
Wesbanco Bank Wheeling, a wholly-owned subsidiary of the
Corporation, the Administrator, administers the Plan for
participants, makes purchases of shares of Common Stock for the
participants and handles all communications concerning the Plan,
and also performs all other administrative functions such as
record-keeping, preparation of statements of account for
participants, and other clerical duties. The Administrator may
also appoint a third-party agent to make purchases of shares of
Common Stock on behalf of the Plan. In accordance with each
stockholder's authorization, the Administrator will:
(a) Apply all or part of the cash dividends
on the shares of Common Stock held by the
participant, and on any shares acquired by the
participant under the Plan, to purchase shares of
Common Stock for such participant, and/or
(b) Apply all voluntary cash payments of $10
to $5,000 per quarter received from the
participant, who is a holder of one or more shares
of Common Stock, together with cash dividends on
shares acquired for such participant under the
Plan, to the purchase of shares of Common Stock for
the participant's account.
The number of shares that will be purchased for a
participant's account will depend on the amount of any dividends,
and/or voluntary cash payments, and the applicable purchase price
of the Common Stock. Your account will be credited with the
number of shares (including any fractional share computed to
three decimal places) that results from dividing the amount of
your dividends and/or voluntary cash payments by the weighted
average price of the shares purchased for all participants. The
amount of your dividends for purposes of this computation will
include cash dividends payable on all shares which you have
elected to have participate in the Plan, and shares in your Plan
account.
The Administrator shall not be liable under the Plan for any
act done in good faith or for any good faith omission to act
including, without limitation, any claims for liability (1)
arising out of failure to terminate a participant's participation
in the Plan upon the participant's death prior to receipt of
notice in writing of such death, and (2) with respect to the
prices at which shares are purchased for participant accounts,
and the times when such purchases are made. All correspondence
regarding the Plan should refer to Wesbanco, and be addressed to
Wesbanco Dividend Reinvestment Plan, c/o Wesbanco Bank Wheeling,
One Bank Plaza, Wheeling, WV, 26003.
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3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any holder of record of Common Stock is eligible to
participate in the Plan. Beneficial owners of stock whose shares
are held in registered names other than their own, such as
trustees, bank nominees, or brokers, must arrange for the holder
of record to participate in the Plan or have the shares
transferred to their own name before enrolling in the Plan. The
Corporation reserves the right to exclude participation by
shareholders who reside in jurisdictions, other than West
Virginia, having laws or regulations that impose conditions that
the Corporation finds unacceptable to its making the Plan
available in such jurisdictions or who fail to provide
documentation acceptable to the Corporation of their state or
country (if other than the United States) of residence.
Consequently, the Plan may not be available to shareholders who
live in some states other than West Virginia or in countries
other than the United States. A holder of record who wishes to
participate in the Plan must certify the holder's state or
country (if other than the United States) of residence in the
Authorization Form and undertake to notify the Administrator if
such state or country of residence changes. Upon receipt of the
Authorization Form, the Administrator will notify the holder of
record within a reasonable time if the Plan is not available in
the state or country where the holder resides.
4. WHEN MAY, AND HOW DOES, AN ELIGIBLE STOCKHOLDER
PARTICIPATE?
Any eligible stockholder may join the Plan at any time by
completing the Authorization Form and returning it to the
Administrator.
5. WHEN WILL PURCHASES OF SHARES BE MADE?
The date on which dividends and voluntary cash payments will
begin to be invested (the "Investment Date") will be the payment
date of the quarterly dividend of Wesbanco. Dividend payment
dates for Common Stock are expected to be the 1st day of each
January, April, July and October.
For the purpose of making purchases, the Administrator will
commingle each participant's funds with those of other holders of
Common Stock who are participants in the Plan. The Administrator
will make every effort to invest dividends and voluntary cash
payments promptly, beginning on each Investment Date and in no
event later than thirty (30) days from such date, except where
delay is necessary or appropriate under any applicable federal
securities laws. No interest will be paid on funds held by the
Administrator prior to investment. All voluntary cash payments
(as above limited) shall be invested within thirty (30) days of
such date or returned to the participant if insufficient stock is
available.
Any voluntary cash payment will be refunded if the
participant's written request for a refund is received by the
Administrator not less than 48 hours before the next succeeding
Investment Date.
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Authorization Forms for the reinvestment of dividends
received by the Administrator on or prior to the record date for
a dividend payment will cause dividends to begin to be reinvested
with that dividend payment.
6. WHAT ARE THE INVESTMENT OPTIONS?
The Authorization Form provides for the purchase of
additional Common Stock through the following investment options:
OPTION 1. Reinvest dividends on all of the
shares of Common Stock registered in shareholder's
name.
OPTION 2. Reinvest dividends on part of the
shares of Common Stock registered in shareholder's
name.
OPTION 3. Invest voluntary cash payments
participants may choose to make of not less than
$10 nor more than $5,000 per quarter.
Under all options, dividends on all shares credited to the
participant's account and held by the Plan Administrator shall be
automatically reinvested.
7. WHAT ARE THE LIMITS ON VOLUNTARY CASH PAYMENTS?
Voluntary cash payments are limited to a minimum of $10 and
a maximum of $5,000 per quarter. No interest will be paid on
voluntary cash payments held by the Administrator prior to their
investment. No such payments may be made prior to the record
date of the next quarterly dividend, nor subsequent to the
payment date for such quarterly dividend.
8. WHAT WILL BE THE PRICE OF THE STOCK?
Shares of Common Stock may be purchased in the over-the-
counter market, in negotiated transactions, or directly from
Wesbanco, and may be subject to such terms and conditions with
respect to price, delivery, etc., as the Administrator may
require. Neither Wesbanco nor any shareholder shall have any
authority or power to direct the time or price at which shares
may be purchased, or the selection of the broker or dealer
through or from whom purchases are to be made. The price per
share purchased for each participant's account in any month shall
be the weighted average price of all such shares purchased that
month, computed to three decimal places. Open market purchases
may be made on such terms as to price, delivery or otherwise as
the Administrator or, if any agent has been appointed by the
Administrator, as the agent may determine. The purchase price of
shares of Common Stock purchased from the Corporation shall be an
amount equal to the average of the closing bid and ask price as
reported on the Nasdaq Stock Market on the five business days
preceding each Investment Date. See Question "20. WHAT IS THE
TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF STOCK
ACQUIRED THROUGH THE PLAN?"
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9. HOW MANY SHARES OF COMMON STOCK WILL BE CREDITED TO
PARTICIPANTS?
Each participant's account will be credited with that number
of shares of Common Stock equal to the amounts to be invested on
behalf of the participant divided by the applicable purchase
price computed to three decimal places. In the case of foreign
shareholders, and those shareholders subject to backup
withholding, any amounts required to be withheld for tax purposes
will be deducted prior to reinvestment.
10. ARE THERE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN
THE PLAN?
A participant will incur no brokerage commissions or service
charges for purchases made under the Plan. Certain charges as
described in the answer to Question 13 may be incurred upon
withdrawal from the Plan or upon termination of the Plan.
11. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED?
Common Stock purchased under the Plan will be held by the
Administrator and registered in the name of the nominee of the
Administrator as agent for participants in the Plan.
Certificates for shares of such stock will not be issued to
participants unless and until requested. The number of shares
credited to an account under the Plan will be shown on the
participant's periodic statement of account. Neither the
Administrator nor its nominee will have any responsibility for
the value per share of the stock after it is purchased.
Certificates for any number of whole shares credited to an
account under the Plan will be issued without charge to a
participant after receipt of a written request from a participant
who wishes to remain in the Plan. This request should be mailed
to the Plan Administrator. Any remaining shares will continue to
be credited to the participant's account. Certificates for
fractional shares will not be issued under any circumstances.
Participants may also deposit Common Stock certificates
registered in their names for credit as Common Stock held in
their account under the Plan ("credited"). There is no charge
for such deposits. Because you bear the risk of loss in sending
stock certificates to the Administrator, it is recommended that
your certificates be sent by registered mail, return receipt
requested, and properly insured. Certificates should not be
endorsed. Whenever certificates are issued to you either upon
your request or upon termination of your participation, new
differently numbered certificates will be issued.
When a certificate is issued by the Administrator in the
name of a participant in the Plan, the automatic dividend
reinvestment feature of the Plan with respect to the shares of
Common Stock represented by such certificates will continue only
if the reinvestment of dividends on all shares has been elected
on the Authorization Form or if the participant authorizes the
reinvestment of the dividends on the shares represented by that
certificate by submitting a new Authorization Form.
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Shares credited to the account of a participant under the
Plan may not be pledged. A participant who wishes to pledge
such shares must request that certificates for such shares be
issued in the participant's name.
Certificates for fractions of shares will not be issued
under any circumstances. In the event a participant elects to
terminate participation in the Plan, any fractional share will be
distributed through a cash payment based on the closing price of
the Company's stock reported by the Nasdaq Stock Market for the
business day next following the day the withdrawal request is
received.
12. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED
TO PARTICIPANTS?
Accounts under the Plan are maintained in the names in which
certificates of the Participants were registered at the time they
entered the Plan. Consequently, certificates for shares of
Common Stock will be similarly registered when issued to
participants.
13. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time by
notifying the Plan Administrator in writing. To be effective on
any given dividend payment date, the notice must be received by
the Plan Administrator before the record date for that payment.
In the event of withdrawal, or in the event of termination of the
Plan, certificates for whole shares of Common Stock credited to a
participant's account under the Plan will be delivered to the
participant. Any fractional share credited to the participant's
account will be distributed by the Administrator through a cash
payment based on the closing price of the Common Stock reported
by the Nasdaq Stock Market for the business day next following
the day the withdrawal request is received.
Alternatively, a participant may request the Administrator
to sell all shares, or part of the shares credited to the
participant's account under the Plan. In that case, the sale
will be made as promptly as practicable after receipt by the
Administrator of the request. If a participant elects to sell
all full shares credited to the participant's account, any
remaining fractional shares will automatically be distributed as
an additional cash payment as above described. The participant
will receive the proceeds of the sale less any related brokerage
commissions, and deductions for backup withholding, if
applicable.
14. WHAT HAPPENS WHEN A PORTION OF A PARTICIPANT'S STOCK IS
SOLD OR TRANSFERRED?
If a participant disposes of a part of the Common Stock
registered in participant's name, dividends on the remaining
shares, to the extent authorized, including all shares credited
under the Plan, will continue to be reinvested.
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15. WHAT HAPPENS IF WESBANCO ISSUES A STOCK DIVIDEND, DECLARES
A STOCK SPLIT, OR HAS A RIGHTS OFFERING?
Any shares of Common Stock distributed by Wesbanco as a
stock dividend on shares of Common Stock credited to an account
under the Plan, or upon any split of such stock, will be credited
to the account. Stock dividends or splits distributed on all
other shares held by a participant and registered in a
participant's own name will be mailed directly to the
participant. In the event that Wesbanco makes available to its
holders of Common Stock rights to subscribe to additional shares,
debentures, or other securities, the shares credited to an
account under the Plan will be added to other shares held by the
participant in calculating the number of rights to be issued to
such participant.
16. HOW WILL A PARTICIPANT'S STOCK BE VOTED AT MEETINGS OF
SHAREHOLDERS?
Each participant will have the sole right to vote shares
purchased for such participant which are held by the
Administrator under the Plan on the record date for a vote.
Participants under the Plan who are registered holders of Common
Stock will receive only one proxy which will include any shares
credited to an account under the Plan.
17. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
A statement describing any dividends invested, the number of
shares of Common Stock purchased, the price per share, and the
total shares of Common Stock accumulated under the Plan will be
mailed to each participant by the Plan Administrator as soon as
practicable after completion of each investment for a
participant's account. Dividends paid on the accumulated shares,
and fees and brokerage commissions paid on each participant's
behalf by Wesbanco, will be included in the Form 1099 DIV
information return to the Internal Revenue Service. A separate
Form 1099 DIV will be sent for each class of stock covered in the
Plan. Presently, only Common Stock is covered by the Plan.
In addition, each participant will receive a copy of each
communication sent generally to holders of Common Stock.
18. WHO INTERPRETS AND REGULATES THE PLAN?
The Administrator, Wesbanco Bank Wheeling, interprets the
Plan. The terms, conditions, and operations of the Plan are
governed by the laws of the State of West Virginia.
19. MAY THE PLAN BE MODIFIED OR TERMINATED?
The Administrator and Wesbanco may agree from time to time
to amendments and modifications of the Plan.
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The Administrator, for whatever reason, at any time as it
may determine in its sole discretion, may terminate a
participant's participation in the Plan (and will terminate the
Plan upon request by Wesbanco) after mailing a notice of
intention to terminate to the participant affected at the address
appearing on the Administrator's records. Upon termination,
participants will receive a check for the cash value of any
fractional share and certificates for the full shares of Common
Stock in the participant's account unless the sale of all or part
of such shares is requested by the participant. Such sale will
be made as set forth in answer to Question 13 with respect to
withdrawal from the Plan.
20. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND
SHARES OF STOCK ACQUIRED THROUGH THE PLAN?
ACQUISITION OF COMMON STOCK UNDER THE PLAN: For Federal
Income Tax purposes, participants who have their cash dividends
reinvested in Common Stock under the Plan will be treated the
same as nonparticipants with respect to dividends on their
shares. Participants will be treated as having received on each
dividend payment date, the full amount of the cash dividends for
that dividend payment date, even though the dividends are not
actually received in cash but instead are applied to the purchase
of shares for their accounts.
Each participant's tax basis in the shares of Common Stock
purchased will be equal to the amount of the cash dividends
applied to the purchases of such shares.
The Internal Revenue Service has ruled that brokerage
commissions and service charges paid by a corporation on a
participant's behalf in connection with stock purchased in the
open market, as under this Plan, will be treated as distributions
subject to Federal Income Tax in the same manner as dividends.
However, these rulings further provide that the amount paid to
cover service charges may be deductible by a participant who
itemizes deductions on his Federal Income Tax return and the
amount paid for brokerage commissions will be added to a
participant's tax basis for the shares purchased.
DISPOSITIONS OF COMMON STOCK UNDER THE PLAN: No taxable
income will be realized upon a participant's receipt of
certificates for whole shares of Common Stock acquired under the
Plan. Gain or loss may be recognized by a participant when
shares are sold or otherwise disposed of in a taxable exchange,
whether by the Administrator on behalf of the participant, or by
the participant upon withdrawal from or termination of the Plan.
The amount of such gain or loss will be the difference between
the amount the participant receives for the shares and his tax
basis in such shares. A participant must also recognize gain or
loss upon receipt of a cash payment for a fractional share
equivalent credited to the participant's account upon termination
of participation in, or termination of, the Plan. The amount of
gain or loss will be the difference between the amount that the
participant received for the fractional share equivalent, and the
tax basis thereof.
12
<PAGE> 13
PARTICIPANTS ARE ADVISED TO CONSULT WITH THEIR OWN TAX
ADVISERS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY
RESULT FROM THEIR PARTICIPATION IN THE PLAN AND THE SUBSEQUENT
SALE OR OTHER DISPOSITION OF COMMON STOCK ACQUIRED UNDER THE
PLAN. PARTICIPANTS SHOULD ALSO CONSULT THEIR OWN TAX ADVISERS TO
DETERMINE THE EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS ON
THEIR PARTICIPATION IN THE PLAN.
USE OF PROCEEDS
Wesbanco does not know precisely the number of shares of its
Common Stock that it will ultimately sell under the Plan or the
prices at which those shares will be sold. The net proceeds from
the sale of Common Stock offered pursuant to the Plan will be
used for general corporate purposes, including without
limitation, investments in and advances to Wesbanco's bank
subsidiaries. The amounts and timing of the application of
proceeds will depend upon the funding requirements of Wesbanco
and its subsidiaries and the availability of other funds. Shares
purchased from the Corporation will provide additional funds to
the Corporation. Shares purchased in market transactions will
provide no new funds to the Corporation.
EXPERTS
The consolidated financial statements of Wesbanco, Inc.
incorporated in this Prospectus by reference to the Annual Report
on Form 10-K for the year ended December 31, 1995, have been so
incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as
experts in auditing and accounting. Documents incorporated
herein by reference in the future will include financial
statements, related schedules (if required) and independent
accountant's reports, which financial statements and schedules
will have been audited to the extent and for the period set forth
in such reports by the firm or firms rendering such reports, and,
to the extent so audited and consent to incorporation by
reference given, will be incorporated herein by reference in
reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
LEGAL OPINION
A legal opinion to the effect that the shares of common
stock offered hereby, upon their issuance or sale in accordance
with the terms of the Plan, shall be validly issued, fully paid
and non-assessable, has been rendered by the firm of Phillips,
Gardill, Kaiser & Altmeyer.
INDEMNIFICATION
Under provisions of the Corporation's Bylaws, a director or
officer, whether or not then in office, shall be indemnified by
the Corporation against all costs and expenses reasonably
incurred by and imposed upon him in connection with or resulting
from any action, suit or proceeding, to which he may be made a
party by reason of his being or
13
<PAGE> 14
having been a director or officer of the Corporation, or any other
company which he served at the request of the Corporation, to the
extent and under the terms and conditions provided in the West Virginia
Corporations Act, except in relation to matters as to which a recovery
may be obtained by reason of an officer or director having been finally
adjudged derelict in such action or proceeding in the performance of his
duties. The foregoing right of indemnification shall not be
exclusive of other rights to which he may be entitled as a matter
of law. With respect to possible indemnification of directors,
officers and controlling persons of the Corporation for
liabilities arising under the Securities Act of 1933 pursuant to
such provisions, the Corporation has been informed that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the
Commission under the Exchange Act are incorporated herein by
reference: (a) Annual Report on Form 10-K for the year ended
December 31, 1995; (b) quarterly report on Form 10-Q for the
quarterly period ended March 31, 1996; (c) Corporation's Current
Report on Form 8-K dated February 20, 1996; (d) Corporation's
Current Report on Form 8-K dated April 10, 1996; (e)
Corporation's Current Report on Form 8-K dated June 5, 1996; (f)
Corporation's Registration Statement on Form S-4 filed with the
Commission on May 16, 1996, and as subsequently amended; (g) the
description of the Corporation's Common Stock set forth in
response to Item 1 on Form 10-C of the Corporation filed pursuant
to Section 12 of the Exchange Act on February 28, 1994, including
any amendment or report filed for the purpose of updating such
description; (h) all other reports filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since the
end of the fiscal year covered by the Annual Report referred to
in (a) above; (i) the Proxy Statement dated April 17, 1996,
whereby the Amendments to the Dividend Reinvestment Plan were
described to shareholders, and any amendments or reports filed
for the purpose of updating the description of such Plan.
All documents subsequently filed by the Corporation after
the date of this Prospectus pursuant to Section 13(a), 13(c) 14
or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all Common Stock offered
hereby has been sold or which deregistered such Common Stock then
remaining unsold shall be deemed to be incorporated by reference
into this Prospectus and to be a part hereof from the date of the
filing of such documents. Any statement or information contained
in a document incorporating or deemed to be incorporated herein,
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement or information
contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement or information. Any such
statement or information so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
14
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Other expenses of issuance and distribution of the shares
being registered are as follows:
SEC registration fee $ 1,383.62
Blue Sky fees and expenses $ 500.00
Printing $ 1,500.00
Accounting fees and expenses $ 3,000.00
Legal fees and expenses $ 5,000.00
Miscellaneous expenses $ 2,500.00
TOTAL $13,883.62
Item 15. Indemnification of Directors and Officers.
West Virginia Code 31-1-9, as amended, provides that a
corporation may indemnify directors and officers against
liabilities that they may incur in such capacities provided that
certain standards are met, including good faith and the belief
that the particular action taken was in, or not opposed to, the
best interests of the corporation. In general, the power to
indemnify does not exist in the case of actions against a
director or officer by or in the right of the corporation if the
person entitled to indemnification shall have been adjudicated to
be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that the
court in which the suit was brought determines, upon application,
that despite the adjudication of liability, the officer or
director is fairly and reasonably entitled to indemnity for such
expenses. Section 31-1-9(c) provides that if the director or
officer is successful on the merits or otherwise in the defense
of the action, he shall be indemnified. Section 31-1-9(f)
provides that the foregoing provisions shall not be deemed
exclusive of any other rights to which a person seeking
indemnification may be entitled under any articles, bylaws or any
contract.
The Bylaws of Wesbanco provide for the mandatory
indemnification of directors and officers, whether or not then in
office, against all costs and expenses reasonably incurred or
imposed in connection with or resulting from being or having been
a director or officer of the Corporation, or any other company
which he served at the request of the Corporation to the extent
provided by the West Virginia Code, except in relation to matters
as to which a recovery may be obtained by reason of an officer or
director having been finally adjudged derelict in such action or
proceeding in the performance of his duties. The Corporation has
purchased directors' and officers' liability insurance covering
certain liabilities which may be incurred by the officers and
directors.
15
<PAGE> 16
Item 16. Exhibits.
The following exhibits are filed as part of this
Registration Statement:
NUMBER TITLE PAGE NO.
------ ----- -------
4.1 Articles of Incorporation of Wesbanco, Inc., as Amended(1) *
4.2 Wesbanco, Inc. Bylaws (1) *
4.3 Dividend Reinvestment and Stock Purchase Plan (3) *
4.4 Specimen Certificate of Wesbanco Common Stock (2) *
5 Legal opinion of Phillips, Gardill, Kaiser & Altmeyer
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Phillips, Gardill, Kaiser & Altmeyer
(included in Exhibit 5) *
24 Powers of Attorney of certain officers and
directors of the Corporation (incorporated in the
Registration Statement) *
99.1 Authorization Form for Participation in the Dividend
Reinvestment Plan
99.2 Letter to Shareholders Concerning the Plan
(1) This Exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Corporation on
Form S-4 under Registration No. 333-3905 which was filed with
the Securities and Exchange Commission on May 16, 1996.
(2) This Exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Corporation on
Form S-4 under Registration No. 33-42157 which was filed with
the Securities and Exchange Commission on August 9, 1991.
(3) Included in the Prospectus.
16
<PAGE> 17
Item 17. Undertakings.
The undersigned Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are
being make, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
Registration Statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the Registration
Statement;
(iii) To include any material information
with respect to the plan of distribution not
previously disclosed in the Registration Statement
or any material change to such information in the
Registration Statement; provided, however, that
Paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-
effective amendment by those paragraphs is
contained in periodic reports filed by the
Corporation pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
(4) That for purposes of determining any liability under
the Securities Act of 1933, each filing of the Corporation's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement, shall be deemed to be a new
Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Corporation, pursuant to the
provisions set forth in Item 15 hereof, or otherwise, the
Corporation has been advised that in the opinion of the
Securities and Exchange Commission ("Commission"), such
indemnification is against public
17
<PAGE> 18
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Corporation
of expenses incurred or paid by a director, officer or controlling
person of the Corporation in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered
and the Commission remains of the same opinion, the Corporation will,
unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed by the Securities Act and will
be governed by the final adjudication of such issue.
18
<PAGE> 19
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-3
and has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, at
Wheeling, West Virginia, on the 20th day of June, 1996.
WESBANCO, INC.
By /s/ Edward M. George
-----------------------------
Edward M. George
President & Chief Executive Officer
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned
Directors and/or officers of Wesbanco, Inc. (the "Corporation"),
a West Virginia corporation, hereby names and constitutes Edward
M. George and James C. Gardill, or either of them acting alone,
with full power of substitution, as such person's true and lawful
attorney-in-fact to execute in such person's name, place and
stead, a Registration Statement on Form S-3 for the registration
under the Securities Act of 1933, as amended, of 150,000 shares
of the Corporation's Common Stock, par value $2.0833 per share,
to be issued in connection with the Corporation's Dividend
Reinvestment and Stock Purchase Plan adopted by the Corporation's
Board of Directors, and as amended, and to execute in such
person's name, place and stead any and all amendments to said
Registration Statement.
And such undersigned persons hereby ratify and confirm all
that said attorneys-in-fact shall lawfully do or cause to be done
by virtue hereof.
WITNESS the due execution hereof by the following persons in
the capacities indicated as of the 20th day of June, 1996.
NAME/SIGNATURE CAPACITY
- - -------------- ----------
/s/ Edward M. George Director, President & Chief
- - -------------------- Executive Officer
Edward M. George
/s/ James C. Gardill Director and Chairman of the
- - -------------------- Board
James C. Gardill
19
<PAGE> 20
/s/ Paul M. Limbert Executive Vice President and
- - ------------------- Chief Financial Officer (Principal
Paul M. Limbert Financial and Accounting Officer)
/s/ John W. Kepner Director
- - ------------------
John W. Kepner
______________________________ Director
Frank R. Kerekes
______________________________ Director
Robert H. Martin
______________________________ Director
Melvin C. Snyder, Jr.
/s/ Joan C. Stamp Director
- - ------------------
Joan C. Stamp
/s/ John A. Welty Director
- - -----------------
John A. Welty
/s/ James E. Altmeyer Director
- - ----------------------
James E. Altmeyer
/s/ Charles J. Bradfield Director
- - -------------------------
Charles J. Bradfield
______________________________ Director
Christopher V. Criss
______________________________ Director
Stephen F. Decker
/s/ Roland L. Hobbs Director
- - -------------------
Roland L. Hobbs
______________________________ Director
Eric Nelson
/s/ James L. Wareham Director
- - --------------------
James L. Wareham
20
<PAGE> 21
______________________________ Director
Frank K. Abruzzino
______________________________ Director
Earl C. Atkins
/s/ Ray A. Bryd Director
- - ----------------
Ray A. Byrd
______________________________ Director
James D. Entress
/s/ Carter W. Strauss Director
- - ----------------------
Carter W. Strauss
/s/ Thomas L. Thomas Director
- - ---------------------
Thomas L. Thomas
/s/ William E. Witschey Director
- - ------------------------
William E. Witschey
21
<PAGE> 22
EXHIBIT INDEX
--------------
NUMBER TITLE PAGE NO.
------ ----- --------
4.1 Articles of Incorporation of Wesbanco, Inc., as Amended (1) *
4.2 Wesbanco, Inc. Bylaws (1) *
4.3 Dividend Reinvestment and Stock Purchase Plan (3) *
4.4 Specimen Certificate of Wesbanco Common Stock (2) *
5 Legal opinion of Phillips, Gardill, Kaiser & Altmeyer 23
23.1 Consent of Price Waterhouse LLP 25
23.2 Consent of Phillips, Gardill, Kaiser & Altmeyer
(included in Exhibit 5) *
24 Powers of Attorney of certain officers and directors of
the Corporation (incorporated in the Registration Statement) *
99.1 Authorization Form for Participation in the Dividend
Reinvestment Plan
99.2 Letter to Shareholders Concerning the Plan
(1) This Exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Corporation on
Form S-4 under Registration No. 333-3905 which was filed with
the Securities and Exchange Commission on May 16, 1996.
(2) This Exhibit is being incorporated by reference with respect
to a prior Registration Statement filed by the Corporation on
Form S-4 under Registration No. 33-42157 which was filed with
the Securities and Exchange Commission on August 9, 1991.
(3) Included in the Prospectus.
<PAGE> 23
Exhibit 5
---------
June 7, 1996
Board of Directors
WESBANCO, INC.
1 Bank Plaza
Wheeling, WV 26003
Gentlemen:
This opinion is issued in connection with the filing of a
Registration Statement on Form S-3 (the "Registration Statement")
of Wesbanco, Inc. (the "Corporation") to be filed with the
Securities and Exchange Commission relating to the registration
of 150,000 shares of the Corporation's common stock, par value
$2.0833 per share (the "Common Stock") to be newly issued, or
sold from its treasury, to participants in the Corporation's
Dividend Reinvestment and Stock Purchase Plan (the "Plan").
Our opinion is rendered as of the date hereof and its
applicability at future dates is conditioned upon the
nonoccurrence of any event which would affect the validity of the
issuance of the Corporation's Common Stock or the sale of the
Corporation's Common Stock from the Corporation's treasury under
the Plan. With respect to any of the Corporation's Common Stock
held as treasury shares that may be sold, our opinion is also
subject to the condition that any of the Corporation's Common
Stock issued subsequent to the date hereof that is required by
the Corporation and sold from its treasury pursuant to the Plan,
be validly issued.
In rendering this opinion, we have reviewed and relied upon
the Corporation's Articles of Incorporation and Bylaws, each as
amended to date, the Registration Statement and the Plan, and
upon the proceedings taken by the Corporation relating to the
Plan, including the resolutions adopted by the Corporation's
shareholders and Board of Directors with respect to the Plan. We
have also examined such additional corporate records and other
documents that we considered necessary or appropriate for the
purposes of this opinion.
Based upon the foregoing, we are of the opinion that when
the Registration Statement becomes effective in accordance with
applicable law, the 150,000 shares of the Corporation's Common
Stock to be registered, when issued or sold pursuant to and in
accordance with the terms of the Plan, will be validly issued,
fully paid and nonassessable.
<PAGE> 24
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to us
under the caption "Legal Opinion" in the Prospectus included in
Part 1 of the Registration Statement.
Very truly yours,
PHILLIPS, GARDILL, KAISER & ALTMEYER
By /s/ James C. Gardill
JCG/mmr
2
<PAGE> 25
Exhibit 23.1
------------
Consent of Independent Accountants
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated January 25, 1996, except as to Note 19, which is as of
February 9, 1996, which appears on page 98 of the 1995 Annual Report
to Shareholders of WesBanco, Inc., which is incorporated by reference
in WesBanco, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1995. We also consent to the references to us under
the heading "Experts" in such Prospectus.
Price Waterhouse LLP
Pittsburgh, Pennsylvania
June 19, 1996
<PAGE> 26
Exhibit 99.1
------------
WESBANCO, INC. DIVIDEND REINVESTMENT AND STOCK PURCHASE
PLAN AUTHORIZATION FOR ALL COMMON SHAREHOLDERS
Please enroll me in the WesBanco, Inc. Dividend Reinvestment and Stock
Purchase Plan. I direct WesBanco, Inc. to pay to the Plan Administrator for
my account.
1. Please initial the appropriate blank for option A or B to reinvest
dividends:
A. _______ Reinvest dividends on ALL shares of WesBanco common
stock registered in my name.
B. _______ Reinvest dividends on ______ shares of WesBanco
common stock registered in my name.
(Enter number of shares only if you do not want all shares reinvested.)
2. Please initial for participation in voluntary cash payments option:
(Initialing here enrolls you in Voluntary Cash Payments but does not
obligate you to make a payment every quarter.)
_________ Invest voluntary cash payments as directed on a
quarterly basis in amounts of at least $10.00 but
not more than $5,000.
I acknowledge all dividends on shares credited to my account under
the Plan will automatically be reinvested.
I hereby appoint WesBanco Bank Wheeling, the Plan Administrator, as my
agent under the Plan and direct the Plan Administrator to apply my
dividends on all WesBanco securities designated above which are registered
in the name of or credited to my account under the Plan to the purchase of
shares of WesBanco common stock.
I acknowledge receipt of a copy of WesBancoOs Dividend Reinvestment
and Stock Purchase Plan and agree to the terms and conditions of the Plan
as stated herein.
Stockholder's Name(s) __________________________________
Account No.______________ No. Shares ________
________________________________________________________________________________
Address
________________________________________________________________________________
Address
________________________________________________________________________________
Taxpayer Identification Number *
Under penalties of perjury, I certify (1) that the number shown on
this form is my correct taxpayer identification number and (2) that I am
not subject to backup withholding either because I have not been notified
that I am subject to backup withholding as a result of a failure to report
all interest or dividends, or the Internal Revenue Service has notified me
that I am no longer subject to backup withholding.
*If you are an individual, your taxpayer identification number is your
social security number.
Sign below to enroll; Joint Accounts, sign below and on reverse side:
Signature ___________________________________________________Date _________
Signature ___________________________________________________Date _________
(If joint account, both sign)
RETURN THIS FORM TO PARTICIPATE IN THE PLAN
*ON JOINT ACCOUNTS, PLEASE REFER TO REVERSE SIDE*
<PAGE> 27
WESBANCO, INC. DIVIDEND REINVESTENT AND STOCK PURCHASE
PLAN AUTHORIZATION FOR ALL COMMON SHAREHOLDERS
JOINT ACCOUNT WITH RIGHT OF SURVIVORSHIP
(Except residents of Louisiana or Texas)
TO: WesBanco Bank Wheeling
With respect to our joint account with right of survivorship, we
confirm that:
1. In all matters pertaining to the account you may act upon
orders and instructions from either of us.
2. Upon the death of either of us, all securities, funds and
property in the account shall be the sole property of the
survivor.
Signature ________________________________________________ Date_____________
Signature ________________________________________________ Date_____________
REMINDER: JOINT ACCOUNTS, PLEASE SIGN ON FRONT AND BACK.
<PAGE> 28
Exhibit 99.2
------------
To Our Shareholders:
Attached is a Prospectus describing our Dividend
Reinvestment and Stock Purchase Plan ("Plan") as it will be in
effect commencing with the July 1, 1996, Investment Date under
the Plan. The purpose of the Plan is to provide you with a
convenient and economical way to purchase additional shares of
common stock. The Plan offers shareholders the opportunity to
purchase shares of the Corporation's Common Stock, $2.0833 par
value, with automatically reinvested dividends and/or voluntary
cash payments, without payment of brokerage commissions, fees or
service charges.
Shares of Common Stock purchased with reinvested dividends
or voluntary cash payments will be purchased from the Corporation
at the market value of the Common Stock determined as provided in
the Plan, which is based on the average stock price on the five
business days preceding each Investment Date, or in open market
purchases at the direction of the Administrator. Dividends will
be reinvested on quarterly Investment Dates, and shareholders may
participate with respect to all or any portion of their common
shares. Investment Dates for voluntary cash payments will be the
first business day of each calendar quarter. Voluntary cash
payments may not be less than $10 nor more than $5,000 per
quarter. To purchase shares on a given Investment Date,
voluntary cash payments must be received no later than the
Investment Date.
Complete details on the Plan are provided in the Prospectus
in an easy to understand question and answer format. I encourage
you to read it carefully. If you have any additional questions,
please call (304) 234-9228.
If you do not currently participate in the Plan and you wish
to do so, simply sign the enclosed authorization form and return
it to us in the envelope provided.
Sincerely,
/s/Edward M. George
EDWARD M. GEORGE
EMG/mmr
Enclosure
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