<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, 1997
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
Years ended December 31, 1997 and 1996
Contents
--------
Financial Statements:
Report of Independent Auditors 3
Statements of Net Assets Available for Benefits with Fund Information 4
Statements of Changes in Net Assets Available for Benefits with
Fund Information 5,6
Notes to Financial Statements 7
Additional Information:
Schedule I - Schedule of Assets Held for Investment Purposes 11
Schedule II - Schedule of Reportable Transactions 12
Exhibits:
Consent of Independent Auditors 14
<PAGE> 3
Report of Independent Auditors
Pension Committee
WesBanco, Inc.
We have audited the accompanying statements of net assets available for
benefits of the WesBanco, Inc. KSOP as of December 31, 1997 and 1996, and
the related statements of changes in net assets available for benefits for
the years then ended. These financial statements and schedules are the
responsibility of the Plan's management. Our responsibility is to express
an opinion of 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 misstatements. An audit also includes examining, on a test basis,
evidence supporting the amount and disclosures in 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 benefits of the Plan
at December 31, 1997 and 1996, and the changes in net assets available for
benefits for the years then ended, 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 purposes as of December 31, 1997,
and the reportable transactions 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 subjected 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.
June 5, 1998 /s/ Ernst & Young, LLP
<PAGE> 4
WesBanco, Inc. KSOP
Statements of Net Assets Available for Benefits With Fund Information
---------------------------------------------------------------------
<TABLE>
December 31, 1997 Fund Information
---------------------------------------------------
Federated
Prime Neuberger
Obligations Fixed WesMark Guardian Brandywine
Fund Fund Fund Fund Fund
------- -------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Assets
Cash $ $ 87 $ 195 $ 181 $ 204
Investments at fair value 153,916 233,307 478,183 443,212 498,569
Accrued dividends 0 0 0 0 0
-------- -------- --------- -------- ----------
Total Assets 153,916 233,394 478,378 443,393 498,773
-------- -------- --------- -------- ----------
Liabilities
Accounts payable 0 20,670 0 0 0
Note payable to bank 0 0 0 0 0
-------- -------- --------- -------- ----------
Total liabilities 0 20,670 0 0 0
-------- -------- --------- -------- ----------
Net Assets Available for
Benefits $153,916 $212,724 $ 478,378 $443,393 $ 498,773
======== ======== ========= ======== ==========
December 31, 1997 Fund Information (cont)
-----------------------------------------------------
Allocated Unallocated
Templeton WesBanco WesBanco WesBanco Total
Fund Stock Stock Stock Plan
--------- ------- --------- -------- ---------
Assets
Cash $ 57 $ 148 $ 40,520 $ 0 $ 41,392
Investments at fair value 139,583 362,916 4,711,320 175,350 7,196,356
Accrued dividends 0 0 31,409 1,066 32,475
-------- -------- ---------- -------- ----------
Total Assets 139,640 363,064 4,783,249 176,416 7,270,223
-------- -------- ---------- -------- ----------
Liabilities
Accounts payable 0 0 0 0 20,670
Note payable to bank 0 0 0 97,155 97,155
-------- -------- ---------- -------- ----------
Total liabilities 0 0 0 97,155 117,825
-------- -------- ---------- -------- ----------
Net Assets Available for
Benefits $139,640 $363,064 $4,783,249 $ 79,261 $7,152,398
======== ======== ========== ======== ==========
December 31, 1996 Fund Information
----------------------------------------------------
Federated
Prime Neuberger
Obligations Fixed Equity Guardian Brandywine
Fund Fund Fund Fund Fund
Assets -------- -------- ---------- -------- ----------
Cash $ 0 $ 0 $ 0 $ 0 $ 0
Investments at fair value 52,699 129,913 197,992 216,793 208,826
Accrued dividends 0 0 0 0 0
-------- -------- ---------- -------- ----------
Total Assets 52,699 129,913 197,992 216,793 208,826
======== ======== ========== ======== ==========
Liabilities
Note payable to bank 0 0 0 0 0
Net Assets Available for -------- -------- ---------- -------- ----------
Benefits $ 52,699 $129,913 $ 197,992 $216,793 $ 208,826
======== ======== ========== ======== ==========
December 31, 1996 Fund Information (cont)
-----------------------------------------------------
Allocated Unallocated
Templeton WesBanco WesBanco WesBanco Total
Fund Stock Stock Stock Plan
--------- ------- --------- -------- ---------
Assets
Cash $ 0 $ 0 $ 27,102 $ 0 $ 27,102
Investments at fair value 81,267 118,562 2,824,891 665,578 4,496,521
Accrued dividends 0 0 25,347 4,707 30,054
-------- -------- ---------- -------- ----------
Total Assets 81,267 118,562 2,877,340 670,285 4,553,677
-------- -------- ---------- -------- ----------
Liabilities
Note payable to bank 0 0 0 413,405 413,405
Net Assets Available for -------- -------- ---------- -------- ----------
Benefits $ 81,267 $ 118,562 $2,877,340 $256,880 $4,140,272
======== ======== ========== ======== ==========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
<PAGE> 5
WesBanco, Inc. KSOP
Statements of Changes in Net Assets Available
for Benefits With Fund Information
---------------------------------------------
<TABLE>
For the year ended December 31, 1997 Fund Information
---------------------------------------------------------------
Federated
Prime Neuberger
Obligations Fixed WesMark Guardian Brandywine
Fund Fund Fund Fund Fund
-------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 13,709 $ 27,113 $ 47,000 $ 49,914 $ 55,577
Employees 78,847 84,556 164,808 169,912 212,998
-------- -------- ---------- -------- ----------
92,556 111,669 211,808 219,826 268,575
Investment income:
Interest and dividends 5,252 11,448 24,388 58,652 80,765
-------- -------- ---------- -------- ----------
Net realized gains/(losses)and
unrealized appreciation/
(depreciation) in fair value of
investments 0 (16,669) 47,299 (16,342) (57,565)
Deductions:
Distributions to participants 5,497 11,306 14,919 19,201 15,152
Payments of interest on note payable 0 0 0 0 0
Administrative expenses 0 0 0 0 0
-------- -------- ---------- -------- ----------
5,497 11,306 14,919 19,201 15,152
Transfers and allocations
(deductions)/additions:
Interfund transfers 8,906 (12,331) 11,810 (16,335) 13,324
Allocation of cash and shares 0 0 0 0 0
-------- -------- ---------- -------- ----------
8,906 (12,331) 11,810 (16,335) 13,324
-------- -------- ---------- -------- ----------
Net additions(deductions) 101,217 82,811 280,386 226,600 289,947
Net Assets Available for Benefits
at beginning of year 52,699 129,913 197,992 216,793 208,826
-------- -------- ---------- -------- ----------
Net Assets Available for Benefits
at end of year $153,916 $212,724 $ 478,378 $443,393 $ 498,773
======== ======== ========== ======== ==========
For the year ended December 31, 1997 Fund Information (cont)
---------------------------------------------------------------
Allocated Unallocated
Templeton WesBanco WesBanco WesBanco Total
Fund Stock Stock Stock Plan
--------- ------- --------- -------- ---------
Additions:
Contributions:
Employer $ 18,371 $ 29,057 $ 0 $490,000 $ 730,741
Employees 70,198 136,290 0 0 917,609
-------- -------- ---------- -------- ----------
88,569 165,347 0 490,000 1,648,350
Investment income:
Interest and dividends 15,700 5,176 112,636 16,964 330,981
Net realized gains/(losses) and
unrealized appreciation/
(depreciation)in fair value of
investments (12,201) 63,537 1,316,606 48,710 1,373,375
Deductions:
Distributions to participants 3,714 13,846 213,114 0 296,749
Payments of interest on note payable 0 0 0 37,776 37,776
Administrative expenses 319 0 5,736 0 6,055
-------- -------- ---------- -------- ----------
4,033 13,846 218,850 37,776 340,580
Transfers and allocations
(deductions)/additions:
Interfund transfers (29,662) 24,288 0 0 0
Allocation of cash and shares 0 0 695,517 (695,517) 0
-------- -------- ---------- -------- ----------
(29,662) 24,288 695,517 (695,517) 0
-------- -------- ---------- -------- ----------
Net additions(deductions) 58,373 244,502 1,905,909 (177,619) 3,012,126
Net Assets Available for Benefits at
beginning of year 81,267 118,562 2,877,340 256,880 4,140,272
-------- -------- ---------- -------- ----------
Net Assets Available for Benefits
at end of year $139,640 $363,064 $4,783,249 $ 79,261 $7,152,398
======== ======== ========== ======== ==========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
<PAGE> 6
WesBanco, Inc. KSOP
Statements of Changes in Net Assets Available for Benefits With
Fund Information (Continued)
---------------------------------------------------------------
<TABLE>
For the year ended December 31, 1996 Fund Information
---------------------------------------------------------------
Federated
Prime Neuberger
Obligations Fixed WesMark Guardian Brandywine
Fund Fund Fund Fund Fund
-------- -------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions:
Employer $ 11,790 $ 29,108 $ 35,308 $ 46,145 $ 44,123
Employees 42,620 101,564 141,793 156,418 147,824
-------- -------- ---------- -------- ----------
54,410 130,672 177,101 202,563 191,947
Investment income:
Interest and dividends 1,465 4,220 1,313 1,336 52
-------- -------- ---------- -------- ----------
Net realized gains/(losses) and
unrealized appreciation/
(depreciation) in fair value of
investments 0 491 20,031 17,890 19,871
Deductions:
Distributions to participants 2,005 3,112 2,016 3,591 5,797
Payments of interest on note payable 0 0 0 0 0
Administrative expenses 0 0 0 0 0
-------- -------- ---------- -------- ----------
2,005 3,112 2,016 3,591 5,797
Transfers and allocations
(deductions)/additions:
Interfund transfers (1,171) (2,358) 1,563 (1,405) 2,753
Allocation of cash and shares 0 0 0 0 0
-------- -------- ---------- -------- ----------
(1,171) (2,358) 1,563 (1,405) 2,753
-------- -------- ---------- -------- ----------
Net additions(deductions) 52,699 129,913 197,992 216,793 208,826
Net Assets Available for Benefits
at beginning of year 0 0 0 0 0
-------- -------- ---------- -------- ----------
Net Assets Available for Benefits
at end of year $ 52,699 $129,913 $ 197,992 $216,793 $ 208,826
======== ======== ========== ======== ==========
For the year ended December 31, 1996 Fund Information (cont)
---------------------------------------------------------------
Allocated Unallocated
Templeton WesBanco WesBanco WesBanco Total
Fund Stock Stock Stock Plan
--------- ------- --------- -------- ---------
Additions:
Contributions:
Employer $ 15,373 $ 19,074 $ 0 $400,000 $ 600,921
Employees 59,559 85,619 0 0 735,397
-------- -------- ---------- -------- ----------
74,932 104,693 0 400,000 1,336,318
Investment income:
Interest and dividends 1,668 1,247 89,404 29,374 130,079
-------- -------- ---------- -------- ----------
Net realized gains/(losses) and
unrealized appreciation/
(depreciation) in fair value of
investments 4,235 15,645 411,016 75,656 564,835
Deductions:
Distributions to participants 1,254 1,955 78,897 0 98,627
Payments of interest on note payable 0 0 0 63,557 63,557
Administrative expenses 0 0 4,784 0 4,784
-------- -------- ---------- -------- ----------
1,254 1,955 83,681 63,557 166,968
Transfers and allocations
(deductions)/additions:
Interfund transfers 1,686 (1,068) 0 0 0
Allocation of cash and shares 0 0 278,223 (278,223) 0
-------- -------- ---------- -------- ----------
1,686 (1,068) 278,223 (278,223) 0
-------- -------- ---------- -------- ----------
Net additions(deductions) 81,267 118,562 694,962 163,250 1,864,264
Net Assets Available for Benefits
at beginning of year 0 0 2,182,378 93,630 2,276,008
-------- -------- ---------- -------- ----------
Net Assets Available for Benefits
at end of year $ 81,267 $118,562 $2,877,340 $256,880 $4,140,272
======== ======== ========== ======== ==========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
<PAGE> 7
WesBanco, Inc. KSOP
Notes to Financial Statements
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).
WesBanco, Inc. is multi-bank holding company offering a full range of financial
services, including trust and mortgage banking services, through offices
located in West Virginia and Eastern Ohio. During 1997 the Plan covered
substantially all employees of WesBanco, Inc. (the Company) who met the
eligibility requirements. 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. A participant must complete at
least 1,000 hours of service in the year and be employed on December 31 of
each year. 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
periodic payments are 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 for the years 1997 and 1996
present separately the assets and liabilities and changes therein 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> 8
WesBanco, Inc. KSOP
Notes to Financial Statements
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.
<PAGE> 9
WesBanco, Inc. KSOP
Notes to Financial Statements
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.
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 - 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
Note 5 - Note Payable
- ---------------------
During November 1995, the WesBanco ESOP Trust renegotiated its existing line
of credit with an affiliated lender. Conditions of the loan agreement provide
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 $97,155
and $413,405 as of December 31, 1997 and 1996, respectively.
Note 6 - 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 7 - Investments
- --------------------
During 1997, the investments in the Equity Fund were transferred to a mutual
fund called the WesMark Fund.
All investment information disclosed in the accompanying financial statements
and schedules in total and by fund, including investments held at December 31,
1997 and 1996, and net appreciation /depreciation in fair value of investments,
interest, dividends and investment management fees for the years ended
December 31, 1997 and 1996, were obtained or derived from information supplied
to the plan administrator and certified as complete and accurate by the
Trustee.
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
Fair Market Value
1997 1996
---- ----
WesBanco Common Stock (174,987.07 and 111,044.77
shares in 1997 and 1996, respectively) $5,249,586 $3,609,031
<PAGE> 11
WESBANCO, INC. KSOP
Schedule I - Form 5500, Item 27a - Schedule of Assets Held
for Investment Purpose
December 31, 1997
EIN #55-0571723
Plan #002
Units/Shares Description Cost Market Value
- ------------------------------------------------------------------------------
153,915.77 Federated Prime Obligations Fund $ 153,916 $ 153,916
24,922.69 WesBanco Bank Wheeling Fixed Income Fund* 229,726 233,307
42,167.77 WesBanco Bank WesMark Fund* 433,267 478,183
17,112.43 Neuberger & Berman Guardian Fund 451,531 443,212
16,140.16 Brandywine Fund 545,465 498,569
14,028.43 Templeton Foreign Fund 147,901 139,583
174,987.07 WesBanco Common Stock* 2,810,678 5,249,586
---------- ----------
$4,772,484 $7,196,356
========== ==========
* Party-in-interest.
<PAGE> 12
WESBANCO, INC. KSOP
Schedule II - Schedule of Reportable Transactions
December 31, 1997
EIN #55-0571723
Plan #002
<TABLE>
Fair Value
of Asset on
Cost of Transaction Net
Description of Assets Purchases Sales Assets Held Date Gain/(Loss)
- -------------------------------------------------------------------------------------
Type (II) - Series of transactions in aggregate of 5% of fair value of plan assets.
<S> <C> <C> <C> <C> <C>
WesBanco Bank Wheeling
WesMark Growth Fund
22 purchases $231,999 $ - $ - $231,999 $ -
Neuberger & Berman
Guardian Fund
22 purchases 267,699 267,699
6 sales 15,342 11,780 3,562
Brandywine Fund
16 purchases 351,411 351,411
6 sales 12,299 9,594 2,705
</TABLE>
There were no type (I), (III), or (IV) transactions for 1997.
<PAGE> 13
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)
June 23, 1998
- ----------------
Date /s/ Paul M. Limbert
--------------------------------
Executive Vice President & Chief
Financial Officer
<PAGE> 14
Exhibit 23.1
------------
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-06741) pertaining to the WesBanco, Inc. KSOP of our report
dated June 5, 1998, with respect to the financial statements and schedules of
the WesBanco, Inc. KSOP included in this Annual Report (Form 11-K) for the
year ended December 31, 1997.
/s/Ernst & Young, LLP
June 23, 1998
Pittsburgh, Pennsylvania
