<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-8467
---------
A. Full title of the plan and the address of the plan,
if different from that of the issuers named below:
WESBANCO, INC. KSOP
-------------------
B. Name of issuer of the securities held pursuant to the
plan and the address of its principal executive office:
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
<PAGE> 2
WesBanco, Inc. KSOP
Audited Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Contents
--------
Report of Independent Auditors 3
Audited Financial Statements
Statements of Net Assets Available for Plan Benefits 4
Statement of Changes in Net Assets Available for Plan Benefits 5
Notes to Financial Statements 6
Schedule I - Assets Held for Investment 15
Schedule II - Transactions or Series of Transactions in Excess
of 5% of the Fair Value of Plan Assets 16
Signatures 17
<PAGE> 3
[ERNST & YOUNG LLP] Pittsburgh, Pennsylvania
Report of Independent Auditors
Pension Committee
WesBanco, Inc.
We have audited the accompanying statements of net assets
available for plan benefits of the WesBanco, Inc. KSOP as of December
31, 1996 and 1995, and the related statement of changes in net assets
available for plan benefits for the year ended December 31, 1996.
These financial statements are the responsibility of the KSOP's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for plan benefits of the KSOP at December 31, 1996 and
1995, and the changes in its net assets available for plan benefits
for the year ended December 31, 1996, in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion
on the financial statements taken as a whole. The accompanying
supplemental schedules of assets held for investment as
of December 31, 1996, and transactions or series of transactions
in excess of 5% of the fair value of plan assets for the year
then ended are presented for purposes of complying with the
Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of
1974, and are not a required part of the financial statements.
The supplemental schedules have been subject to the auditing
procedures applied in our audits of the financial statements and,
in our opinion, are fairly stated in all material respects in
relation to the financial statements taken as a whole.
November 14, 1997
/s/ Ernst & Young LLP
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WesBanco, Inc. KSOP
Statements of Net Assets Available for Plan Benefits
----------------------------------------------------
December 31,
1996 1995
---- ----
Assets
Cash $ 27,102 $ 61,596
Investments at fair value:
Mutual funds 887,490 0
Common stock of WesBanco,Inc. 3,609,031 2,966,208
--------- ---------
4,496,521 2,966,208
Accrued dividends 30,054 25,609
--------- ---------
Total assets 4,553,677 3,053,413
Liabilities
Note payable to bank 413,405 777,405
--------- ---------
Net assets available for plan benefits $4,140,272 $2,276,008
========= =========
The accompanying Notes to Financial Statements are an integral part of
these financial statements.
<PAGE> 5
WesBanco, Inc. KSOP
Statement of Changes in Net Assets Available for Plan Benefits
--------------------------------------------------------------
Year ended December 31,
1996
----
Additions:
Contributions:
Employer $ 600,921
Employee 735,397
----------
1,336,318
Investment income:
Interest and dividends 130,079
Deductions:
Distributions to participants 98,627
Payments of interest on note payable 63,557
Administrative expenses 4,784
--------
166,968
Net realized gains/(losses) and unrealized
appreciation in fair value of investments 564,835
---------
Net additions 1,864,264
Net assets available for plan benefits at
beginning of year 2,276,008
---------
Net assets available for plan benefits at
end of year $4,140,272
=========
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
<PAGE> 6
WesBanco, Inc. KSOP
Notes to Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Note 1 - Plan Description
- -------------------------
The WesBanco, Inc. Employee Stock Ownership Plan was amended and
restated effective as of January 1, 1996 by the adoption of
Amendment No. 1, adding a qualified cash or deferral arrangement
under Section 401(k) of the Internal Revenue Code of 1986, as
amended, and renaming the WesBanco, Inc. Employee Stock Ownership
Plan the WesBanco, Inc. KSOP (the Plan).
During 1996 the Plan covered substantially all employees of
WesBanco, Inc. (the Company) with the exception of employees from
the acquisition of Vandalia National Corporation, who had not yet
met the eligibility requirements. A participant must complete at
least 1,000 hours of service in the year and be employed on
December 31 of each year, in order to share in the allocation of
employer contributions and forfeitures for such year. The Plan
has two Trustees, Bank One and WesBanco Bank Wheeling.
The ESOP portion of the Plan, established on December 31, 1986,
is a non-contributory, defined contribution Plan. The ESOP
borrowed money and used the proceeds of the loan to buy common
stock of the Company. The ESOP holds common stock in a suspense
account until principal payments are made on the loan. As loan
payments are made, an amount of common stock is released from the
suspense account and allocated to the accounts of the
participants based on the participant's compensation.
The borrowing is collateralized by the unallocated shares of
stock and is guaranteed by the Company. The lender has no rights
against shares once they are allocated under the ESOP.
Accordingly, the notes to the financial statements of the Plan
present separately the assets and liabilities as of December 31, 1996
and 1995 changes for the year ended December 31, 1996 pertaining to:
(a) the stock that has been allocated to the accounts of the employees
(allocated) and (b) stock not yet allocated to the accounts of employees
(unallocated).
Contributions to the ESOP by the Company are made in an amount
determined by the Board of Directors. For any year in which the
loan is outstanding, the contribution will be no less than is
needed to pay the principal and interest on the loan for that
year. Contributions and forfeitures are allocated to
participants in proportion to each participant's compensation,
but cannot exceed the lesser of $30,000 or 25% of such
participant's compensation during the Plan year.
<PAGE> 7
WesBanco, Inc. KSOP
Notes to Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Note 1 - Plan Description (continued)
- -------------------------------------
Participant's interests in the ESOP are fully vested after five
years of continuous service. Generally, termination of employment
for reasons other than death, normal retirement or permanent
disability prior to completion of five years of continuous
service results in forfeiture.
Distributions to participants who have left employment of the
Company or their beneficiaries may be paid in either cash or
stock in lump sum or installments over a period that the
participant selects, within certain plan restrictions.
Trustee fees may be paid by the Plan or Plan Sponsor (WesBanco,
Inc.), at the discretion of the Plan Sponsor.
The Plan, which falls under the guidelines of Section 401(k),
established on January 1, 1996, provides for salary deferral and
matching employer contributions. The Plan is designed to enable
eligible employees to invest the employee deferral, employer
matching and employee rollover contribution among seven funds
that are made available by the Plan Administrator. An employee
shall become a participant in the Plan on the employee's
employment date effective on January 1, April 1, July 1 or
October 1 following such employee's employment date, if the
employee has reached the employee's twenty-first birthday.
Matching contributions to the 401(k) will equal 50% of the first
2% of compensation deferred and 25% of the next 2% of
compensation deferred. The amount of the contribution will not
be greater than the amount permitted by federal law.
Participant's interests are 100% vested in the employee
deferral, employer matching and rollover accounts.
Hardship distributions can be made from a participant's employee
deferral account (401(k)) with approval by the Plan
Administrator, if specific criteria is met.
The Plan is administered by a committee comprised of employees
and Directors appointed by the Board of Directors of the Company.
Note 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
The financial statements of the Plan are prepared on the accrual
basis. Purchases and sales of securities are accounted for as of
the trade date. Interest and dividend income are recorded as
earned.
<PAGE> 8
WesBanco, Inc. KSOP
Notes to Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Valuation of Investments
- ------------------------
Marketable securities are stated at fair value. Securities
traded on a national securities exchange are valued at the last
reported sales price on the last business day of the plan year;
investments traded in the over-the-counter market and listed
securities for which no sale was reported on the date are valued
at the average of the last reported bid and ask prices. The fair
value of participation units in mutual funds is based on quoted
redemption values, which approximate fair value.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates that affect the amounts reported in the financial
statements and accompanying notes. Actual results could differ
from those estimates.
Note 3 - Priorities Upon Termination of the Plan
- ------------------------------------------------
The Company reserves the right to terminate the Plan at any time.
In the event the Plan is completely or partially terminated or
the Company determines it will permanently discontinue making
contributions to the Plan, all property then credited to the
participant's accounts will immediately become fully vested and
nonforfeitable. The Trustee will be directed to either continue
to hold the property in the participant's accounts in accordance
with the provisions of the Plan until such accounts would become
distributable under the provisions of the Plan, or distribute to
such participants all property allocated to their accounts.
Note 4 - Information Certified by Trustee
- -----------------------------------------
The Plan's investments are held in trust funds administered by
the Trustees. Financial information relating to those
investments is included in the accompanying financial statements
and in the tables below based upon information provided by the
Trustees.
December 31,
1996 1995
---- ----
Assets
Cash $ 27,102 $ 61,956
Investments 4,496,521 2,966,208
Accrued dividends receivable 30,054 25,609
--------- ---------
Total assets 4,553,677 3,053,413
<PAGE> 9
WesBanco Inc. KSOP
Notes to Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Note 4 - Information Certified by Trustee (continued)
- -----------------------------------------------------
December 31,
1996 1995
---- ----
Liabilities
Note payable to bank 413,405 777,405
--------- ---------
Net assets held in trust $4,140,272 $2,276,008
========== ==========
Investment income:
Interest 1,465
Dividends 128,614
Payments of interest on note payable 63,557
Administrative expenses 4,784
Net realized gains/losses and unrealized
appreciation in fair value of investments 564,835
Note 5 - Transactions with Parties-in-Interest
- ----------------------------------------------
Legal, accounting and other administrative fees are paid at the
discretion of the Sponsor by the Plan or Plan Sponsor. The Plan
is administered by the Plan Sponsor.
<PAGE> 10
WesBanco, Inc. KSOP
Notes to Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Note 6 - Note Payable
- ---------------------
During November 1995, the WesBanco ESOP Trust renegotiated its
existing line of credit with an affiliated lender. Conditions of
the loan agreement remained the same, providing for a line of
credit in the aggregate amount of $1,000,000 to facilitate
purchases of WesBanco common stock in the open market. The loan
bears interest at a rate equal to the lender's base rate and
requires annual repayments of principal equal to 20% of the
balance at January 1 of each year. The loan has a final maturity
date of 5 years from the date of inception. The $1,000,000
revolving line of credit had a balance of $413,405 and $777,405
as of December 31, 1996 and 1995, respectively.
Note 7 - Income Tax Status
- --------------------------
The Plan has applied for a determination letter from the Internal
Revenue Service as to the qualified tax status of the Plan. It
is anticipated that the Internal Revenue Service will make a
favorable determination and that the Plan will qualify under
Sections 401(k) and 501(a) of the Internal Revenue Code and will
not be subject to tax under the present income tax law.
Note 8 - Investments
- --------------------
During 1996 the Plan's investments (including
investments purchased and sold, as well as held during the year)
appreciated in fair value by $548,806, as follows:
Net Appreciation
in Fair Value for
Year Ended December 31,
1996
----
Mutual Funds $ 62,134
Common stock of WesBanco, Inc. 486,672
--------
$ 548,806
========
The amount of net assets available for plan benefits at December
31, 1996 and 1995 and the changes in net assets available for
plan benefits during the year were allocated to the separate
investment funds as follows:
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WesBanco, Inc. KSOP
Notes to Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Note 8 - Investments (continued)
- --------------------------------
For the year ended December 31, 1996
Money Neuberger
Market Fixed Equity Guardian
Fund Fund Fund Fund
Assets ---- ---- ---- ----
Cash $ 0 $ 0 $ 0 $ 0
Investments at fair value 52,699 129,913 197,992 216,793
Accrued dividends 0 0 0 0
Liabilities
Note payable to bank 0 0 0 0
------- -------- -------- --------
Net assets available for plan benefits $52,699 $129,913 $197,992 $216,793
======= ======== ======== ========
Additions:
Contributions:
Employer $11,790 $ 29,108 $ 35,308 $ 46,145
Employees 42,620 101,564 141,793 156,418
------- ------- ------- -------
54,410 130,672 177,101 202,563
Investment income:
Interest and dividends 1,465 4,220 1,313 1,336
------- ------- ------- -------
Net realized gains/(losses) and
unrealized appreciation
in fair value of investments 0 491 20,031 17,890
Deductions:
Distributions to participants 2,005 3,112 2,016 3,591
Payments of interest on note payable 0 0 0 0
Administrative expenses 0 0 0 0
------ ------ ------- -------
2,005 3,112 2,016 3,591
Transfers and allocations
(deductions)/additions:
Transfers of assets (1,171) (2,358) 1,563 (1,405)
Allocation of cash and shares 0 0 0 0
------ ------ ------ ------
(1,171) (2,358) 1,563 (1,405)
Net additions 52,699 129,913 197,992 216,793
Net assets available for plan benefits
at beginning of year 0 0 0 0
------- -------- ------- -------
Net assets available for plan benefits
at end of year $ 52,699 $129,913 $197,992 $216,793
======== ======== ======== ========
<PAGE> 12
<TABLE>
Note 8 - Investments (continued)
- --------------------------------
For the year ended December 31, 1996
Allocated Unallocated
Brandywine Templeton WesBanco WesBanco WesBanco Total
Fund Fund Stock Stock Stock Plan
---- ---- ----- ----- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Assets
Cash $ 0 $ 0 $ 0 $ 27,102 $ 0 $ 27,102
Investments at fair value 208,826 81,267 118,562 2,824,891 665,578 4,496,521
Accrued dividends 0 0 0 25,347 4,707 30,054
Liabilities
Note payable to bank 0 0 0 0 413,405 413,405
-------- -------- -------- ---------- -------- ----------
Net assets available for plan benefits $208,826 $ 81,267 $118,562 $2,877,340 $256,880 $4,140,272
======== ======== ======== ========== ======== ==========
Additions:
Contributions:
Employer $ 44,123 $ 15,373 $ 19,074 $ 0 $400,000 $ 600,921
Employees 147,824 59,559 85,619 0 0 735,397
-------- -------- -------- ---------- -------- ----------
191,947 74,932 104,693 0 400,000 1,336,318
Investment income:
Interest and dividends 52 1,668 1,247 89,404 29,374 130,079
-------- -------- -------- ---------- -------- ----------
Net realized gains/(losses)
and unrealized appreciation
in fair value of investments 19,871 4,235 15,645 347,923 138,749 564,835
Deductions:
Distributions to participants 5,797 1,254 1,955 78,897 0 98,627
Payments of interest on note payable 0 0 0 0 63,557 63,557
Administrative expenses 0 0 0 4,784 0 4,784
-------- -------- -------- ---------- -------- ----------
5,797 1,254 1,955 83,681 63,557 166,968
Transfers and allocations:
(deductions)/additions
Transfers of assets 2,753 1,686 (1,068) 0 0 0
Allocation of cash and shares 0 0 0 341,316 (341,316) 0
-------- -------- -------- ---------- -------- ----------
2,753 1,686 (1,068) 341,316 (341,316) 0
Net additions 208,826 81,267 118,562 694,962 163,250 1,864,264
Net assets available for plan
benefits at beginning of year 0 0 0 2,182,378 93,630 2,276,008
-------- -------- -------- ---------- -------- ----------
Net assets available for plan
benefits at end of year $208,826 $ 81,267 $118,562 $2,877,340 $256,880 $4,140,272
======== ======== ======== ========== ======== ==========
</TABLE>
<PAGE> 13
WesBanco, Inc. KSOP
Notes to Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Note 8 - Investments (continued)
--------------------------------
For the year ended December 31, 1995
Allocated Unallocate
WesBanco WesBanco Total
Stock Stock Plan
--------- --------- ---------
Assets
Cash $ 61,596 $ 0 $ 61,596
Investments at fair value 2,102,881 863,327 2,966,208
Accrued dividends 17,901 7,708 25,609
Liabilities
Note payable to bank 0 777,405 777,405
---------- ---------- ----------
Net assets available for plan benefits $2,182,378 $ 93,630 $2,276,008
========== ========== ==========
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WesBanco, Inc. KSOP
Notes to Financial Statements
As of December 31, 1996 and 1995
and for the year ended December 31, 1996
Note 8 - Investments (continued)
- --------------------------------
The fair value of individual investments that represent 5% or
more of the Plan's net assets available for plan benefits is as
follows:
December 31,
1996 1995
---- ----
WesBanco, Inc. - Common Stock $3,609,031 $2,966,208
<PAGE> 15
WESBANCO, INC. KSOP
Schedule I - Form 5500, Item 27a - Assets Held for Investment
December 31, 1996
Units/Shares Description Cost Market Value
- -----------------------------------------------------------------------------
52,698.61 Federated Prime Obligations Fund $ 52,699 $ 52,699
14,051.87 WesBanco Bank Wheeling Fixed Income Fund 129,418 129,913
6,195.18 WesBanco Bank Wheeling Equity Fund 177,959 197,992
8,446.65 Neuberger & Berman Guardian Fund 207,738 216,793
7,847.89 Templeton Foreign Fund 77,943 81,267
111,044.77 WesBanco Common Stock 2,475,849 3,609,031
2,834.46 Brandywine Fund 195,247 208,826
---------- ----------
$3,316,853 $4,496,521
========== ==========
<PAGE> 16
WESBANCO, INC. KSOP
Schedule II - Transaction or Series of Transactions in
Excess of 5% of the Fair Value of Plan Assets
<TABLE>
Fair Value
of Asset on
Cost of Transaction Net
Description of Assets Purchases Sales Assets Held Date Gain/(Loss)
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Type (II) - Series of transactions in aggregate of 5% of fair value of
plan assets.
WesBanco Bank Wheeling
Fixed Income Fund
23 purchases $ 129,715 $ - $ - $ 129,775 $ -
2 sales - 339 357 339 (18)
WesBanco Bank Wheeling
Equity Fund
23 purchases 178,044
1 sale 91 85 6
Newberger & Berman
Guardian Fund
18 purchases 207,738 207,738
Brandywine Fund
17 purchases 195,247 195,257
WesBanco Common Stock
13 purchases 163,430 163,430
There were no type (I), (III), or (IV) transactions for 1996.
</TABLE>
<PAGE> 17
SIGNATURES
The Plan.
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESBANCO, INC. KSOP
-------------------
(Name of Plan)
November 14, 1997
- ------------------- /s/ Paul M. Limbert
Date -------------------------------
Executive Vice President-Credit
-------------------------------
Administration and Chief Financial Officer
------------------------------------------
