<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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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):
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<PAGE> 2
E. M. George [LOGO]
President and
Chief Executive Officer
March 14, 1997
Dear Shareholder:
You will find enclosed the Notice of Meeting, Proxy Statement and
Proxy for the Annual Meeting of Shareholders of Wesbanco, Inc., which
will be held on Wednesday, April 16, 1997, at the McLure House Hotel,
1200 Market Street, Wheeling, West Virginia, beginning at 4:00 p.m.
Please review the enclosed material and complete, sign, date and
return the Proxy Card regardless of whether you plan to attend the Annual
Meeting, so that the matters coming before the meeting can be acted upon.
We look forward to meeting our shareholders and welcome the opportunity
to discuss the business of your company with you.
Very truly yours,
/s/ Edward M. George
EDWARD M. GEORGE
EMG/mmr
Enclosure
<PAGE> 3
WESBANCO, INC.
Wheeling, West Virginia 26003
[LOGO]
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
April 16, 1997
TO THE STOCKHOLDERS OF WESBANCO, INC.:
Notice is hereby given that the Annual Meeting of the Stockholders
of Wesbanco, Inc. will be held at the McLure House Hotel, 1200 Market Street,
Wheeling, West Virginia, 26003, on Wednesday, April 16, 1997, at 4:00 p.m.
The purposes of the meeting are as follows:
(1) To elect eleven (11) persons to the Board of Directors,
nine (9) to serve for a term of three (3) years, and two (2)
to serve for a term of two (2) years.
(2) To consider and act upon 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 7, 1997, 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 14, 1997
<PAGE> 4
PROXY STATEMENT
OF
WESBANCO, INC.
Bank Plaza
Wheeling, West Virginia 26003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
-------------------------------
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 the McLure House Hotel, 1200 Market Street, Wheeling, West Virginia, 26003,
at 4:00 p.m. on Wednesday, April 16, 1997. This statement is being mailed to
the stockholders on or about March 14, 1997.
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 South Hills, Charleston, West Virginia, Wesbanco
Bank Parkersburg, Parkersburg, West Virginia, Wesbanco Bank Barnesville,
Barnesville, Ohio, Wesbanco Bank Fairmont, Inc., Fairmont, West Virginia,
Wesbanco Mortgage Company, Bridgeport, West Virginia, and Wesbanco Properties,
Inc., Wheeling, 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-Credit Administration 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-Management Information Systems; Larry L. Dawson, Vice President;
and Jerry A. Halverson, Vice President.
Proxies
-------
The proxies are solicited by the Board of Directors of the Corporation,
and the cost thereof is being borne by the Corporation. Proxies may be
revoked, by the stockholders who execute them, at any time prior to the
exercise thereof, by written notice to the Corporation, or by announcement
at the stockholders meeting. Unless so revoked, the shares represented
by all proxies will be voted, by the persons named in the proxies, at the
stockholders meeting and all adjournments thereof, in accordance with the
specifications set forth therein, or, absent such specifications, in
accordance with the judgment of the holders of such proxies.
Stock Outstanding and Voting Rights
-----------------------------------
The authorized capital stock of the Corporation consists of 25,000,000
shares of common stock of the par value of $2.0833 per share, and 1,000,000
shares of preferred stock without par value. Of the 25,000,000 shares of
authorized common stock, 10,512,476 shares presently are issued and
outstanding. There are no shares of preferred stock issued and outstanding.
The authorized 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
<PAGE> 5
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 7, 1997,
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 14, 1997, 955,393 shares of the common stock of the
Corporation, representing 9.08% of the shares outstanding, were held in
various capacities in the Trust Department. Of these shares, the Bank does
not have voting control of 188,741 shares, representing 1.79% of the shares
outstanding, has partial voting control of 24,907 shares, representing .24%
of the shares outstanding, and sole voting control of 741,744 shares,
representing 7.05% 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 14,
1997, as more fully described above:
Principal Holders
-----------------
Name &
Address of Amount and Nature
Title Beneficial of Beneficial Percent
Class Owner Ownership of Class
- ----- ---------------- ----------------- --------
Common Wesbanco Bank
Wheeling Trust Dept.
Bank Plaza
Wheeling, WV 26003 955,393* 9.08%
*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. The Bylaws permit the Board to determine each year the number of
Directors up to a maximum of 35, and the Board of Directors has determined
that the Board shall consist of twenty-five (25) members, and has fixed
the number of Directors to be elected at the forthcoming meeting at eleven
(11), nine (9) to be elected for a term of three years expiring at the annual
stockholders meeting in 2000, and two (2) to be elected for an unexpired term
of two (2) years expiring at the annual stockholders meeting in 1999.
Accordingly, the following persons have been nominated for election to
the Board:
<PAGE> 6
Nominees
--------
A. For the three year term expiring at the Annual Stockholders Meeting
in 2000:
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
Frank K. Abruzzino 53 Lawyer; Steptoe & Johnson; 02/28/94
Former President & Chief
Executive Officer, Wesbanco
Bank Shinnston
Earl C. Atkins 68 President, City Neon, Inc., 02/28/94
a commercial sign company;
President, Commercial Land
Development, Inc.
Ray A. Byrd 52 Lawyer; Partner, Schrader 06/09/77
Byrd, Companion & Gurley
James D. Entress 58 Oral & Maxillo-Facial 12/20/90
Surgeon
Ernest S. Fragale 50 President, Wesbanco 08/20/96
Mortgage Company;
formerly, owner and
President, Universal
Mortgage Company
Edward M. George 60 President & Chief Executive 12/02/91
Officer, Wesbanco, Inc.;
Chairman of the Board,
Wesbanco Bank Wheeling
Carter W. Strauss 50 President, Strauss 07/28/76
Industries, Inc.
Reed J. Tanner 43 Certified Public Accountant 12/30/96
Partner, Tanner & Tanner
William E. Witschey 65 President, Witschey's 01/10/85
Market, Inc. (retail food
management)
(1) Principal occupation during the past five years.
B. For a two year term expiring at the Annual Stockholders Meeting in 1999:
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
R. Peterson Chalfant 56 Lawyer; Partner, Chalfant, 08/30/96
Henderson & Dondzila
<PAGE> 7
Name Age Principal Occupation(1) Director Since
- --- --- ----------------------- --------------
George M. Molnar 71 President, Weirton Division, 08/30/96
Wesbanco Bank Wheeling;
formerly, President & Chief
Executive Officer, Bank of
Weirton
(1) Principal occupation during the past five years.
In the absence of instructions to the contrary, the enclosed form of
proxy, if executed and returned to the Corporation, will be voted in the
manner determined by the holder or holders thereof. Discretionary authority
to cumulate votes in the election of Directors is solicited, and unless
otherwise directed, the holder or holders of such proxies shall have the
authority to cumulate votes represented thereby and to 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 1999 (1)
----------------------------------------------
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
John W. Kepner 64 Mortician; President 01/28/76
Kepner Funeral Homes, Inc.
Frank R. Kerekes 50 President & CEO, 12/21/95
Wesbanco Bank Fairmont,
Inc., Fairmont, WV;
formerly, Executive Vice
President, First Fidelity
Bancorp, Inc.; former
Executive Vice President,
Wesbanco Bank Fairmont
Robert H. Martin 63 Vice Chairman, Wesbanco, 02/28/94
Inc.; Chairman of the Board,
Wesbanco Bank Fairmont;
formerly, Chairman of the
Board, First Fidelity
Bancorp, Inc.; President,
<PAGE> 8
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
Eastland Enterprises, Inc., a
personal holding company;
owner, Mt. Zion, Inc., a
nursery
Melvin C. Snyder, Jr. 68 Lawyer; former partner, 12/02/91
Snyder & Snyder
Joan C. Stamp 45 Board Director, American 02/15/96
Symphony Orchestra
League; member, West
Virginia Arts Commission
John A. Welty 69 Secretary-Treasurer, Welty 07/28/76
Buick, Pontiac, GMC
Truck; former President,
Welty Buick, Inc.
(1) Two (2) of the nominees are members of this class, the Board having fixed
the membership of the class at eight (8). These nominees were appointed
by the Board to fill vacancies in this class and they will stand for
election to the unexpired terms at the forthcoming shareholders meeting.
See "Nominees," Subsection "B".
(2) Principal occupation during the past five (5) years.
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 1998(1)
---------------------------------------------
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
James E. Altmeyer 58 President, Altmeyer Funeral 10/16/87
Homes, Inc.
Charles J. Bradfield 63 Retired; former President & 07/17/92
Chief Executive Officer,
Wesbanco Bank Barnesville,
Barnesville, Ohio
Christopher V. Criss 41 President & Chief Executive 07/17/92
Officer, Atlas Towing Co.
Stephen F. Decker 45 Executive Vice President, 12/02/91
Wesbanco Bank Fairmont,
former President & Chief
Executive Officer,
Wesbanco Bank Kingwood
James C. Gardill 50 Chairman of the Board, 11/13/80
Wesbanco, Inc.; Lawyer,
partner, Phillips, Gardill,
Kaiser & Altmeyer
<PAGE> 9
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
Roland L. Hobbs 64 Chairman, Wheeling Park 07/28/76
Commission; Director, Reco
Equipment Company
Eric Nelson 67 President, Nelson 04/16/87
Enterprises (investments)
(1) One vacancy exists in this class, the Board having fixed the membership
of the class at eight (8). The vacancy was created by the resignation of
James L. Wareham. The Board 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 meeting of shareholders.
(2) Principal occupation during the past five years.
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 14, 1997. There is no
other class of voting securities issued and outstanding.
Sole Voting Shared Voting
Name of and Investment and/or Investment
Beneficial Owner Authority Authority Percent
- ------------------- --------------- ------------------ -------
Frank K. Abruzzino 57,004 15,564 (1) *
James E. Altmeyer 8,438 *
Earl C. Atkins 485 (2) 12,552 *
Charles J. Bradfield 38,656 (3) *
Ray A. Byrd 3,124 (4) *
R. Peterson Chalfant 4,550 *
Christopher V. Criss 30,665 (5) *
Stephen F. Decker 6,394 *
James D. Entress 29,498 (6) *
Ernest S. Fragale 35,425 *
James C. Gardill 29,736 (7) *
Edward M. George 9,089 (8) *
Roland L. Hobbs 16,704 1,358 (9) *
John W. Kepner 3,491 (10) *
Frank R. Kerekes 1,143 *
Robert H. Martin 51,994 (11) *
George M. Molnar 52,000 (12) *
Eric Nelson 29,893 (13) *
Melvin C. Snyder, Jr. 4,732 (14) *
Joan C. Stamp 11,217 (15) *
Carter W. Strauss 22,691 (16) *
Reed J. Tanner 2,225 318 (17) *
John A. Welty 3,330 (18) *
William E. Witschey 5,199 (19) *
All Directors and Officers
as a group
(42 persons) 492,973 29,792 4.97
<PAGE> 10
*Beneficial ownership does not exceed one percent (1%).
(1) Mr. Abruzzino's wife, Elizabeth Abruzzino, is the owner of 403 shares.
Mr. Abruzzino's children are the owners of an additional 15,564 shares
held in Trust, of which Mr. Abruzzino is Trustee, and an additional
13,934 shares held by Mrs. Abruzzino as Custodian.
(2) Includes 245 shares held for Mr. Atkins' benefit in a Rabbi Trust under
the Wesbanco, Inc. and all Affiliate Banks Directors Deferred Compensation
Plan. Mr. Atkins' wife, Betty Jo, is the owner of 11,995 shares held in
Trust, and his grandchildren are the owners of 12,552 shares held in Trust.
(3) Mr. Bradfield's wife, Gretchen H. Bradfield, is the owner of an additional
4,260 shares.
(4) Includes 1,112 shares held for Mr. Byrd's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.
(5) Includes 607 shares held for Mr. Criss' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.
(6) Includes 27,195 shares held at Wesbanco Bank Wheeling as custodian for
James D. Entress IRA. Dr. Entress' wife, Dr. Cheryl Entress, is the
owner of an additional 3,985 shares and 8,054 shares held in a profit
sharing plan and an IRA custodian account, respectively, at Wesbanco
Bank Wheeling.
(7) Includes 3,803 shares held for Mr. Gardill's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Includes an additional 660 shares held by
Mr. Gardill's wife, Linda T. Gardill, and 1,722 shares held in her IRA
custodian account at Wesbanco Bank Wheeling.
(8) Mr. George's wife, Sandra F. George, is the owner of an additional 335
shares.
(9) Includes 704 shares held for Mr. Hobbs' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Mr. Hobbs is Co-Trustee of a Trust which
holds an additional 1,358 shares, and his wife, Sarah F. Hobbs, is the
owner of an additional 3,080 shares.
(10) Mr. Kepner's wife, Joan B. Kepner, is the owner of an additional 200
shares.
(11) Includes 45,187 shares owned by Mt. Zion, Incorporated, which is wholly
owned by Mr. Martin. Mr. Martin's wife, Lucille D. Martin, is the owner
of an additional 3,087 shares held in Trust in her IRA account at
Wesbanco Bank Fairmont.
(12) Mr. Molnar's wife, Margaret A. Molnar, is the owner of an additional
13,000 shares.
(13) Mr. Nelson's wife, Ann P. Nelson, is the owner of an additional 3,488
shares.
(14) Mr. Snyder's wife, Ann E. Snyder, is the owner of an additional 518
shares.
(15) Includes 5,131 shares held in Mrs. Stamp's Trust. Mrs. Stamp's children
are the owners of an additional 2,200 shares held in Trusts.
(16) Includes 4,725 shares held for Mr. Strauss' benefit in a Rabbi Trust
under the Wesbanco, Inc. and All Affiliate Banks Directors Deferred
Compensation Plan. Mr. Strauss' wife, Barbara Strauss, is the owner of
an additional 2,456 shares held in a custodian account at
<PAGE> 11
Wesbanco Bank Wheeling. In addition, Mr. Strauss' children are the
owners of an additional 1,100 shares held in Trusts.
(17) Includes 794 shares held by Mr. Tanner as custodian for his minor
children. Additionally, Mr. Tanner has a beneficial interest of 318
shares held in Trust.
(18) Mr. Welty's wife, Joyce W. Welty, is the income beneficiary of a Trust
which owns an additional 1,980 shares.
(19) Mr. Witschey's wife, Wilda C. Witschey, is the owner of an additional
5,942 shares; 30,755 shares are owned by Witschey's Market, in which
Mr. Witschey has a substantial stock interest.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
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 Forms 3, 4 and 5 received by
it, or written representations from certain reporting persons that no Forms 5
were required for those persons, the Corporation believes that, during the
calendar year 1996, all filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were fulfilled, except that
reports covering two (2) transactions involving a purchase by her Trust and a
purchase in her broker account were filed late by Joan C. Stamp.
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** , and the firm of Schrader,
Byrd, Companion & Gurley, of which Ray A. Byrd, Director of the Corporation,
is a partner, have rendered legal services to the Corporation. It is
contemplated that one or both 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.
- -----------------------------
** Fees aggregating $316,784.00 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 1996.
<PAGE> 12
The following table sets forth the total compensation paid by Wesbanco,
Inc. affiliate banks, during the year 1996, to the five highest paid executive
officers, whose total compensation exceeded $100,000.00, together with the
benefits payable to them from the Corporation's pension plan upon retirement.
SUMMARY COMPENSATION TABLE
<TABLE>
Long Term Compensation
-----------------------------
Annual Compensation Awards Payouts
------------------------ ------------------- --------
Other
Annual Restricted Options All Other
Salary Bonus Comp. Stock SARS LTIP Compensation
Name and Position Year ($) ($) (1) Awards (#) Payouts ($)(2)
- ------------------ ---- ------- ------- ------ ---------- ------- ------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward M. George 1996 182,150 65,000 0 0 0 0 4,550
President & Chief 1995 162,763 50,000 0 0 0 0 5,074
Executive Officer 1994 152,554 40,000 0 0 0 0 2,873
Paul M. Limbert 1996 133,379 30,000 0 0 0 0 4,550
EVP & Chief 1995 121,534 25,000 0 0 0 0 4,670
Financial Officer 1994 113,642 20,000 0 0 0 0 2,558
Dennis P. Yaeger 1996 133,379 30,000 0 0 0 0 4,550
EVP & Chief 1995 121,534 25,000 0 0 0 0 4,669
Operating Officer 1994 113,642 20,000 0 0 0 0 2,558
Frank R. Kerekes 1996 115,990 12,000 0 0 0 0 3,867
President, 1995 112,499 8,000 0 0 0 0 2,707
Wesbanco Bank 1994 107,276 8,000 1,500 0 0 0 0
Fairmont, Inc.
Jerome B. Schmitt 1996 112,841 25,000 0 0 0 0 4,192
Senior Vice Presi- 1995 104,164 18,000 0 0 0 0 3,922
dent-Investments 1994 99,462 15,000 0 0 0 0 2,191
</TABLE>
(1) "Other Annual Compensation" includes the following for Mr. Kerekes: Board
fees, 1994 - $1,500.
(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, 1996 - $4,550, 1995 - $5,074, 1994 -
$2,873; for Mr. Limbert, 1996 - $4,550, 1995 - $4,670, 1994 - $2,558; for
Mr.Yaeger, 1996 - $4,550, 1995 - $4,669, 1994 - $2,558; for Mr. Schmitt,
1996 - $4,192, 1995 - $3,922, 1994 - $2,191; for Mr. Kerekes, 1996 - $3,867,
1995 - $2,707, 1994 - $0.
<PAGE> 13
Comparison of Five Year Cumulative Total Return *
Among Wesbanco, Inc., Nasdaq Stock Market (U.S.), and Nasdaq Banks **
Measurement Period Wesbanco Nasdaq Stock Nasdaq
(Fiscal Year Covered) Inc. Market Banks
- --------------------- --------- ------------ -------
1991 100.000 100.000 100.000
1992 145.327 116.378 145.551
1993 197.386 133.595 165.989
1994 168.899 130.587 165.385
1995 202.099 184.674 246.319
1996 243.658 227.164 325.600
Assumes $100 Invested on January 1, 1992 *Total Return Assumes
In Wesbanco, Inc., Nasdaq Stock Market, Reinvestment of Dividends
and Nasdaq Banks. **Fiscal Year Ending December 31
Pension Plan Benefits
Estimated Annual Benefits Upon Retirement to Persons in
Specified Remuneration and Years-of-Service Classifications
Remuneration 15 20 25 30 35
- ------------ -------- -------- -------- --------- --------
85,000 19,723 26,298 32,872 39,447 46,021
95,000 22,333 29,778 37,222 44,667 50,000
105,000 24,943 33,258 41,572 49,887 50,000
120,000 28,858 38,478 48,097 50,000 50,000
130,000 31,468 41,958 50,000 50,000 50,000
140,000 34,078 45,438 50,000 50,000 50,000
150,000 36,688 48,918 50,000 50,000 50,000
175,000 43,213 50,000 50,000 50,000 50,000
200,000 49,738 50,000 50,000 50,000 50,000
225,000 50,000 50,000 50,000 50,000 50,000
250,000 50,000 50,000 50,000 50,000 50,000
275,000 50,000 50,000 50,000 50,000 50,000
300,000 50,000 50,000 50,000 50,000 50,000
<PAGE> 14
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: $247,105; Mr. Limbert:
$163,379; Mr. Yaeger: $163,379; Mr. Kerekes: $127,990; and Mr. Schmitt:
$122,164. The estimated years of service for each named executive is as
follows: Mr. George: 13.583 Mr. Limbert: 19.666; Mr. Yaeger: 24.333; Mr.
Kerekes: 19.000; and Mr. Schmitt: 24.000. Benefits shown are computed as a
straight life annuity beginning at age 65.
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 the greater of (i) six months of the employee's base salary, or (ii)
the base salary the employee would have received had he continued to be
employed throughout the end of the then existing term of the Agreement.
There are no golden parachute type provisions contained in the contracts.
Frank R. Kerekes is covered by a separate employment contract which is
also structured on a revolving three year term which commenced on February 28,
1994. The contract provides for a minimum salary at an amount not less than
the salary in effect for Mr. Kerekes as of February 28, 1994. The Agreement
contains a termination for cause provision, and a termination on death clause.
In the event of the death of the employee during the term of the Agreement,
Wesbanco is required to pay to Mr. Kerekes' spouse an amount equal to six
months of his base salary at his then current base rate. In the event
Wesbanco should terminate his employment other than for cause, or due to his
death, or by mutual consent, Mr. Kerekes is entitled to receive an amount
equal to the greater of six months base salary or the base salary payable
under the remaining term of the Agreement.
Description of Bonus Plan
-------------------------
Annually, the Compensation 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 $410,000 in cash was
allocated and paid for such bonuses for the year 1996.
Compensation Committee Report
-----------------------------
Members of the Compensation Committee consist of the non-salaried
members of the Executive Committee and include Messrs. Criss, Bradfield,
Thomas, Witschey, Hobbs, and Strauss, as well as Messrs. Gardill and Martin.
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
<PAGE> 15
Committee also considered that executive salaries for the Corporation's
executives are somewhat lower than industry peer group averages and have
been moving closer to industry standards, subject to corporate performance.
Company performance is considered in establishing the annual budget for
salary increases, which is the initial part of the process. Projected annual
income growth and savings through consolidation are considered in establishing
the overall salary increase range. Also, Company performance factors,
including net income, return on assets and return on equity, are considered
in setting annual bonuses. The bonuses are determined on a subjective basis.
Considerations affecting Mr. George's salary and bonus for 1996 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.
In considering Mr. George's compensation and the bonuses paid to senior
executive officers, the Committee considered published compensation comparative
data for certain regional bank holding companies which compete in markets
served by the Corporation and markets within reasonable proximity thereto
(hereinafter referred to as "Peer Group"). The statistical data reflected
that Mr. George's compensation level for 1995 placed him in the thirty-first
percentile, compared to the Corporation's return on average assets ranking
which placed it in the eighty-fourth percentile. The Corporation's return
on average assets was 1.35% compared to the Peer Group's average return of
1.12%. Additionally, the Corporation's return on average equity was 11.12%
compared to the Peer Group's average return of 12.65%. This latter comparison
was achieved even though the Corporation's equity to assets was 12.40%
compared to the Peer Group's average of 9.05%. The Committee also considered
that the ratio of non-performing assets to total assets for the Corporation
was 0.76% which was consistent with the average for the Peer Group of 0.76%.
Finally, the Committee considered the total shareholder return of 19.8% for
the year compared to the Peer Group's total return of 30%.
The Committee attempts to maintain its base salary structure at the
middle of the appropriate competitive marketplace and the positioning of
actual salaries will generally be at the middle of the marketplace subject
to performance, longevity and evaluation.
COMPENSATION COMMITTEE
James C. Gardill, Chairman Christopher V. Criss
Thomas L. Thomas William E. Witschey
Roland L. Hobbs Carter W. Strauss
Robert H. Martin Charles J. Bradfield
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.
Charles J. Bradfield served as President and Chief Executive Officer of
an affiliated company, Wesbanco Bank Barnesville, until May 1, 1996. 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
<PAGE> 16
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 1996 fees aggregating
$316,784.00 were paid to the firm of Phillips, Gardill, Kaiser & Altmeyer for
legal services rendered to the Corporation and its banking affiliates.
Robert H. Martin, Vice Chairman of the Corporation, also is a member of
the Compensation Committee. Mr. Martin also serves as Chairman of Wesbanco
Bank Fairmont, a banking subsidiary of the Corporation, and receives a salary
for such position.
Wesbanco KSOP Plan
------------------
The Wesbanco Employee Stock Ownership and 401(k) Plan (the "Plan") is a
qualified non-contributory employee stock ownership plan with a deferred
savings plan feature under Section 401(k) of the Internal Revenue Code. The
employee stock ownership feature of the Plan (the "ESOP") was adopted by the
Corporation on December 31, 1986, subsequently amended and restated effective
January 1, 1996, to add 401(k) pre-tax savings features (the "KSOP"), and
amended and restated, effective December 31, 1996, for the purpose of
clarifying the terms of the Plan. All employees of Wesbanco, together with
all employees of the subsidiary companies which adopt the Plan, are eligible
to participate in the Plan upon completion of a year of service and attaining
age 21. All affiliate banks are participants in the Plan. The Plan is
administered by a Committee appointed by the Board of Directors of the
Corporation.
No contributions are made to the ESOP by the employees. All contributions
are made by the Corporation, and the amount thereof is determined annually by
the Board of Directors of the Corporation. The Trustee of the ESOP Trust is
authorized to borrow funds upon terms and conditions not inconsistent with
Section 4975 of the Internal Revenue Code and the regulations thereunder, for
the purpose of purchasing stock of the Corporation, from the Corporation or
any shareholder. In the event that such a loan is obtained, the employer
contributions must be made in an amount sufficient to amortize the loan.
Otherwise, employer contributions may be paid in the form of cash or shares.
At the present time, the ESOP Trust holds 107,337 shares of Wesbanco
Common Stock. The ESOP Trustee has currently outstanding $413,405.00 borrowed
from an affiliated financial institution. The loan originated in 1995 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. The ESOP Trustee 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
<PAGE> 17
of 10 years commencing as soon as practicable after such retirement, death or
disability. Distributions upon other separation from service are normally
made in the form of installments commencing upon the earlier of the date the
former employee attains age 65, his or her death, or after a one year break
in service. With the consent of the Committee, distributions may be made in
the form of a lump sum. Participants may demand distributions in the form of
whole shares of employer securities. If demand is not timely made, however,
distributions may be made in cash.
The assets of the ESOP Trust will be invested and accounted for primarily
in shares of employer securities. However, from time to time, the ESOP Trustee
may hold assets in other forms, either (i) as required for the proper
administration of the ESOP or (ii) as directed by participants as set forth
in Section 401(a)(28) of the Code.
During the year 1996, Wesbanco contributed a total of $400,000.00 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 1996:
Value of
Name Shares Allocated Allocated Shares
- ---- ---------------- ----------------
Edward M. George 140 $ 4,550
Paul M. Limbert 140 $ 4,550
Dennis P. Yaeger 140 $ 4,550
Frank R. Kerekes 119 $ 3,867
Jerome B. Schmitt 129 $ 4,192
Officers of the 1,827 $ 59,377
Corporation (22 persons)
as a group
The KSOP feature of the Plan permits participants to make pre-tax
elective contributions through payroll deductions in increments of 1% of
compensation up to a maximum of 15% of compensation, subject to certain
maximum dollar limitations imposed by the Internal Revenue Code (i.e. for
1997 the maximum amount is $9,500.00). The Corporation provides matching
contributions on a quarterly basis subject to certain limitations. The
Corporation's matching contribution is 50% of the first 2% of compensation
electively deferred, and 25% of the next 2% of compensation electively
deferred. No matching contributions are made by the Corporation for elective
deferrals in excess of 4% of compensation.
Employees are 100% vested in all pre-tax elective deferrals, or
contributions, to the Plan and likewise are 100% vested in all matching
employer contributions. KSOP contributions are invested by the employee
selecting the percentage of contributions to be invested among seven (7)
different investment funds.
Contributions in the amount of $200,875.02 were made by the Corporation
under the KSOP matching feature during 1996.
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 $500.00 per quarter. During 1996, the Board of
<PAGE> 18
Directors of the Corporation held six regular meetings. 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 $75,050.00 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 1996. In addition, fees in the aggregate amount of $41,300.00 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, Charles
J. Bradfield, Roland L. Hobbs, Robert H. Martin, 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.
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 one meeting was held during the year 1996.
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
1996 were Carter W. Strauss, Chairman, Ray A. Byrd, D. Duane Cummins, James D.
Entress, Frank K. Abruzzino, William E. Witschey, Thomas M. Hazlett and Rizal
V. Pangilinan (appointed December, 1996.) The principal functions of the
Audit Committee are to confer with the independent accountant and the Internal
Auditor of the Corporation and the affiliate banks, and to review and assess
the interim and year-end audit reports and the reports of the examinations
made by the Federal and State Bank Examiners and other regulatory authorities.
The Committee had five meetings during 1996. The Corporation's independent
accountant attended all the meetings, except the April meeting, 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
LLP and then Ernst & Young LLP (see Independent Accountant Section),
concerning the interim and year-end audits, and the reports of the Internal
Auditor concerning the results of the examinations of 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.
<PAGE> 19
Proposals of Stockholders for
Presentation at Next Year's
Annual Meeting, to be Held April 15, 1998
-----------------------------------------
Proposals which stockholders intend to present at next year's annual
meeting, to be held on Wednesday, April 15, 1998, will be eligible for
inclusion in the Corporation's proxy material for that meeting if they are
submitted to the Corporation in writing not later than November 15, 1997. 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
----------------------
Ernst & Young, LLP served as accountant for the Corporation and all
affiliates for the year 1996. Price Waterhouse previously served as
accountant for a number of years prior thereto. The services rendered by
Ernst & Young during the year 1996 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 14, 1997
<PAGE> 20
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 16, 1997
[MAILING LABEL] [LOGO]
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 the McLure House Hotel, 1200 Market Street, Wheeling, West Virginia,
26003, on Wednesday, April 16, 1997, at 4:00 p.m., and at any adjournment
or adjournments thereof, with full powers then possessed by the undersigned,
and to vote, at that meeting, or any adjournment or adjournments thereof,
all shares of stock which the undersigned would be entitled to vote if
personally present, as follows:
(1) For the election to the Board of Directors, except as otherwise
specified below, of the following nominees, or any one or more of them:
(A) For a term of three (3) years expiring at the annual stockholders
meeting in 2000:
Frank K. Abruzzino Edward M. George
Earl C. Atkins Carter W. Strauss
Ray A. Byrd Reed J. Tanner
James D. Entress William E. Witschey
Ernest S. Fragale
(B) For a term of two (2) years expiring at the annual stockholders
meeting in 1999:
R. Peterson Chalfant
George M. Molnar
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)
_______________, 1997.
________________________________________(SEAL)
(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.
