<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:
COMMERCIAL BANCSHARES, INC., EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
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
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
DECEMBER 31, 1997
TABLE OF CONTENTS
STATEMENT PAGE
Independent Auditors' Report 3-4
Statement of Net Assets Available for Benefits With
Fund Information at December 31, 1997 I 5
Statement of Net Assets Available for Benefits With
Fund Information at December 31, 1996 II 6
Statement of Changes in Net Assets Available for Benefits
With Fund Information for the Year Ended December 31, 1997 III 7
Statement of Changes in Net Assets Available for Benefits
With Fund Information for the Year Ended December 31, 1996 IV 8
Notes to Financial Statements 9-16
SUPPLEMENTAL INFORMATION
Consent of Independent Auditors 18
<PAGE> 3
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
Commercial BancShares, Inc.
Employee Stock Ownership Plan
(With 401(k) Provisions)
Parkersburg, West Virginia
We have audited the accompanying statements of net assets available
for benefits with fund information of Commercial BancShares, Inc. Employee
Stock Ownership Plan (With 401(k) Provisions) as of December 31, 1997 and
1996, and the related statements of changes in net assets available for
benefits with fund information for the years then ended. These financial
statements are the responsibility of the Plan'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 benefits with fund
information of Commercial BancShares, Inc. Employee Stock Ownership Plan
(With 401(k) Provisions) as of December 31, 1997 and 1996, and the changes
in its net assets available for benefits with fund information for the years
then ended in conformity with generally accepted accounting principles.
<PAGE> 4
To the Administrative Committee
Commercial BancShares, Inc.
Employee Stock Ownership Plan
(With 401(k) Provisions)
Parkersburg, West Virginia
Page Two
Our audits of the Plan's financial statements as of and for the year
ended December 31, 1997, was conducted for the purpose of forming an opinion
on the basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes, loans or fixed income
obligations, leases in default or classified as uncollectible, reportable
transactions, and nonexempt transactions as of and for the year ended
December 31, 1997 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements but are supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. The supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial statements for the year
ended December 31, 1997 and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ Harman, Thompson, Mallory & Ice, A.C.
Parkersburg, West Virginia
May 5, 1998
<PAGE> 5
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997 STATEMENT I
<TABLE>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GROWTH
AGGRESSIVE AND FEDERATED
GENERAL GROWTH GROWTH INCOME INCOME MAX-CAP
FUND FUND FUND FUND FUND T-FUND FUND
ASSETS
Investments, at Fair Value
Money Market Funds:
Commercial Bank Money Market Fund $ 41,654 $ $ $ $ $ $
Certificates of Deposit 10,000
U.S.Government Securities 597,864
State and Municipal Government
Securities 50,018
Corporate Bonds and Debentures 106,450
Shares of Registered Investment Companies:
Federated Managed Aggressive Growth Fund 46,449
Federated Managed Growth Fund 49,244
Federated Managed Income Fund 12,505
Federated Managed Growth and Income Fund 38,756
Federated Max-Cap Fund 67,839
Harbor Bond Fund
Harbor Capital Appreciation Fund
Harbor International Fund II
Provident Institutional Fund 1,578
Common Stock 1,719,304
Commercial BancShares, Inc. Common Stock
Participant Loans Receivable
---------- -------- -------- -------- -------- ------- --------
TOTAL INVESTMENTS $2,525,290 $ 46,449 $ 49,244 $ 12,505 $ 38,756 $ 1,578 $ 67,839
---------- -------- -------- -------- -------- ------- --------
Receivables:
Employer's Contributions $ $ $ $ $ $ $
Interest and Dividends 2,707 3,921 217 2,520 7
---------- -------- -------- -------- -------- ------- --------
TOTAL RECEIVABLES $ 0 $ 2,707 $ 3,921 $ 217 $ 2,520 $ 7 $ 0
---------- -------- -------- -------- -------- ------- --------
TOTAL ASSETS $2,525,290 $ 49,156 $ 53,165 $ 12,722 $ 41,276 $ 1,585 $ 67,839
---------- -------- -------- -------- -------- ------- --------
LIABILITIES
Assets Held in Suspense under
IRC Section 415 Limits $ $ $ $ $ $ $
---------- -------- -------- -------- -------- ------- --------
TOTAL LIABILITIES $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
---------- -------- -------- -------- -------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS BEFORE
INTERFUND TRANSFERS PENDING $2,525,290 $ 49,156 $ 53,165 $ 12,722 $ 41,276 $ 1,585 $ 67,839
INTERFUND TRANSFERS PENDING (32) 0 0 0 0 0 0
---------- -------- -------- -------- -------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS $2,525,258 $ 49,156 $ 53,165 $ 12,722 $ 41,276 $ 1,585 $ 67,839
========== ======== ======== ======== ======== ======= ========
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997 STATEMENT I(cont.)
</TABLE>
<TABLE> NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
--------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
HARBOR
CAPITAL HARBOR
HARBOR APPRECIA- INTER-
BOND TION NATIONAL STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
ASSETS
Investments, at Fair Value
Money Market Funds:
Commercial Bank Money Market Fund $ $ $ $ 8,660 $ 25,945 $ 76,259
Certificates of Deposit 10,000
U.S.Government Securities 597,864
State and Municipal Government Securities 50,018
Corporate Bonds and Debentures 106,450
Shares of Registered Investment Companies:
Federated Managed Aggressive Growth Fund 46,449
Federated Managed Growth Fund 49,244
Federated Managed Income Fund 12,505
Federated Managed Growth and Income Fund 38,756
Federated Max-Cap Fund 67,839
Harbor Bond Fund 24,360 24,360
Harbor Capital Appreciation Fund 126,577 126,577
Harbor International Fund II 23,650 23,650
Provident Institutional Fund 1,578
Common Stock 1,719,304
Commercial BancShares, Inc. Common Stock 3,571,812 10,576,451 14,148,263
Participant Loans Receivable 37,340 37,340
--------- --------- --------- ---------- ----------- -----------
TOTAL INVESTMENTS $ 24,360 $ 126,577 $ 23,650 $3,580,472 $10,639,736 $17,136,456
--------- --------- --------- ---------- ----------- -----------
Receivables:
Employer's Contributions $ $ $ $ $ 394,104 $ 394,104
Interest and Dividends 807 20,847 1,271 92 32,389
--------- --------- --------- ---------- ----------- -----------
TOTAL RECEIVABLES $ 807 $ 20,847 $ 1,271 $ 0 $ 394,196 $ 426,493
--------- --------- --------- ---------- ----------- -----------
TOTAL ASSETS $ 25,167 $ 147,424 $ 24,921 $3,580,472 $11,033,932 $17,562,949
--------- --------- --------- ---------- ----------- -----------
LIABILITIES
Assets Held in Suspense under
IRC Section 415 Limits $ $ $ $ $ 79 $ 79
--------- --------- --------- ---------- ----------- -----------
TOTAL LIABILITIES $ 0 $ 0 $ 0 $ 0 $ 79 $ 79
--------- --------- --------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS BEFORE
INTERFUND TRANSFERS PENDING $ 25,167 $ 147,424 $ 24,921 $3,580,472 $11,033,853 $17,562,870
INTERFUND TRANSFERS PENDING 0 0 0 (340) 372 0
--------- --------- --------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 25,167 $ 147,424 $ 24,921 $3,580,132 $11,034,225 $17,562,870
========= ========= ========= ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 6
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996 STATEMENT II
<TABLE>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GROWTH
AGGRESSIVE AND FEDERATED
GENERAL GROWTH GROWTH INCOME INCOME MAX-CAP
FUND FUND FUND FUND FUND T-FUND FUND
ASSETS
Investments, at Fair Value
Money Market Funds:
Federal Portfolio Goldman Sachs Fund $ 60,574 $ $ $ $ $ $
Certificates of Deposit 10,000
U.S.Government Securities 524,461
State and Municipal Government Securities 25,055
Corporate Bonds and Debentures 103,816
Shares of Registered Investment Companies:
Federated Managed Aggressive Growth Fund 97,595
Federated Managed Growth Fund 128,488
Federated Managed Income Fund 31,598
Federated Managed Growth and Income Fund 51,692
Common Stock 1,219,907
Commercial BancShares, Inc. Common Stock
Participant Loans Receivable
--------- ---------- -------- -------- -------- -------- ---------
TOTAL INVESTMENTS $1,943,813 $ 97,595 $128,488 $ 31,598 $ 51,692 $ 0 $ 0
--------- ---------- -------- -------- -------- -------- ---------
Cash, Non-Interest Bearing $ 0 $ 301 $ 401 $ 228 $ 101 $ 0 $ 0
--------- ---------- -------- -------- -------- -------- ---------
Receivables:
Employer's Contributions $ $ $ $ $ $ $
Interest and Dividends 342 3,482 4,399 451 1,204
--------- ---------- -------- -------- -------- -------- ---------
TOTAL RECEIVABLES $ 342 $ 3,482 $ 4,399 $ 451 $ 1,204 $ 0 $ 0
--------- ---------- -------- -------- -------- -------- ---------
TOTAL ASSETS $1,944,155 $ 101,378 $133,288 $ 32,277 $ 52,997 $ 0 $ 0
--------- ---------- -------- -------- -------- -------- ---------
LIABILITIES
Due to Broker for Securities Purchased $ $ $ $ $ $ $
Assets Held in Suspense under IRC
Section 415 Limits
--------- ---------- -------- -------- -------- -------- ---------
TOTAL LIABILITIES $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
--------- ---------- -------- -------- -------- -------- ---------
NET ASSETS AVAILABLE FOR BENEFITS BEFORE
INTERFUND TRANSFERS PENDING $1,944,155 $ 101,378 $133,288 $ 32,277 $ 52,997 $ 0 $ 0
INTERFUND TRANSFERS PENDING (214) 38 (38) 0 0 0 0
---------- ---------- -------- -------- -------- -------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $1,943,941 $ 101,416 $133,250 $ 32,277 $ 52,997 $ 0 $ 0
========== ========== ======== ======== ======== ======== =========
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996 STATEMENT II(cont)
</TABLE>
<TABLE> NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
------------------------------------------ ----------
<S> <C> <C> <C> <C> <C> <C>
HARBOR
CAPITAL HARBOR
HARBOR APPRECIA- INTER-
BOND TION NATIONAL STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
ASSETS
Investments, at Fair Value
Money Market Funds:
Federal Portfolio Goldman Sachs Fund $ $ $ $ 14,043 $ 55,491 $ 130,108
Certificates of Deposit 10,000
U.S.Government Securities 524,461
State and Municipal Government Securities 25,055
Corporate Bonds and Debentures 103,816
Shares of Registered Investment Companies:
Federated Managed Aggressive Growth Fund 97,595
Federated Managed Growth Fund 128,488
Federated Managed Income Fund 31,598
Federated Managed Growth and Income Fund 51,692
Common Stock 1,219,907
Commercial BancShares, Inc. Common Stock 1,517,434 4,487,558 6,004,992
Participant Loans Receivable 40,244 40,244
--------- ---------- -------- ---------- ---------- -----------
TOTAL INVESTMENTS $ 0 $ 0 $ 0 $1,531,477 $4,583,293 $ 8,367,956
--------- ---------- -------- ---------- ---------- -----------
Cash, Non-Interest Bearing $ 0 $ 0 $ 0 $ 0 $ 0 $ 1,031
--------- ---------- -------- ---------- ---------- -----------
Receivables:
Employer's Contributions $ $ $ $ $ 376,680 $ 376,680
Interest and Dividends 39 624 10,541
--------- ---------- -------- ---------- ---------- -----------
TOTAL RECEIVABLES $ 0 $ 0 $ 0 $ 39 $ 377,304 $ 387,221
--------- ---------- -------- ---------- ---------- -----------
TOTAL ASSETS $ 0 $ 0 $ 0 $1,531,516 $4,960,597 $ 8,756,208
--------- ---------- -------- ---------- ---------- -----------
LIABILITIES
Due to Broker for Securities Purchased $ $ $ $ 12,473 $ 50,186 $ 62,659
Assets Held in Suspense under IRC
Section 415 Limits 1,825 1,825
--------- ---------- -------- ---------- ---------- -----------
TOTAL LIABILITIES $ 0 $ 0 $ 0 $ 12,473 $ 52,011 $ 64,484
--------- ---------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS BEFORE
INTERFUND TRANSFERS PENDING $ 0 $ 0 $ 0 $1,519,043 $4,908,586 $ 8,691,724
INTERFUND TRANSFERS PENDING 0 0 0 0 214 0
--------- ---------- -------- ---------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 0 $ 0 $ 0 $1,519,043 $4,908,800 $ 8,691,724
========== ========== ======== ========== ========== ===========
</TABLE>
<PAGE> 7
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997 STATEMENT III
<TABLE>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GROWTH
AGGRESSIVE AND FEDERATED
GENERAL GROWTH GROWTH INCOME INCOME MAX-CAP
FUND FUND FUND FUND FUND T-FUND FUND
ADDITION
Additions to Net Assets Attributed To:
Investment Income:
Net Appreciation (Depreciation) in Fair
Value of Investments $ 484,104 $ 13,258 $ 11,088 $ 603 $ 2,385 $ $ (797)
Interest 49,849
Dividends 30,145 4,590 6,651 1,429 4,198 51 2,453
---------- --------- --------- --------- --------- ---------- ----------
TOTAL INVESTMENT INCOME $ 564,098 $ 17,848 $ 17,739 $ 2,032 $ 6,583 $ 51 $ 1,656
---------- --------- --------- --------- --------- ---------- ----------
Contributions
Participants' $ 85,456 $ 34,541 $ 23,041 $ 600 $ 7,239 $ 2,035 $ 9,390
Employer's
---------- --------- --------- --------- --------- ---------- ----------
TOTAL CONTRIBUTIONS $ 85,456 $ 34,541 $ 23,041 $ 600 $ 7,239 $ 2,035 $ 9,390
---------- --------- --------- --------- --------- ---------- ----------
TOTAL ADDITIONS $ 649,554 $ 52,389 $ 40,780 $ 2,632 $ 13,822 $ 2,086 $ 11,046
---------- --------- --------- --------- --------- ---------- ----------
DEDUCTIONS
Deductions from Net Assets Attributed To:
Benefits Paid to Participants $ 60,957 $ 910 $ 21,237 $ 9,610 $ 727 $ 35 $ 63
---------- --------- --------- --------- --------- ---------- ----------
TOTAL DEDUCTIONS $ 60,957 $ 910 $ 21,237 $ 9,610 $ 727 $ 35 $ 63
---------- --------- --------- --------- --------- ---------- ----------
Net Increase (Decrease) Prior to
Interfund Transfers $ 588,597 $ 51,479 $ 19,543 $ (6,978) $ 13,095 $ 2,051 $ 10,983
Interfund Transfers (7,280) (103,739) (99,628) (12,577) (24,816) (466) 56,856
---------- --------- --------- --------- --------- ---------- ----------
NET INCREASE (DECREASE) $ 581,317 $ (52,260) $ (80,085) $ (19,555) $ (11,721) $ 1,585 $ 67,839
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 1,943,941 101,416 133,250 32,277 52,997 0 0
---------- --------- --------- --------- --------- ---------- ----------
END OF YEAR $2,525,258 $ 49,156 $ 53,165 $ 12,722 $ 41,276 $ 1,585 $ 67,839
========== ========= ========= ========= ========= ========== ==========
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997 STATEMENT III(CONT)
</TABLE>
<TABLE>
NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
----------------------------------------------- ------------
<S> <C> <C> <C> <C> <C> <C>
HARBOR
CAPITAL HARBOR
HARBOR APPRECIA- INTER-
BOND TION NATIONAL STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
ADDITIONS
Additions to Net Assets Attributed To:
Investment Income:
Net Appreciation (Depreciation) in
Fair Value of Investments $ (664) $ (23,476) $ (3,594) $1,868,214 $5,671,563 $8,022,684
Interest 1,816 6,150 57,815
Dividends 1,187 20,847 1,271 48,599 145,962 267,383
--------- ---------- ---------- ---------- ---------- ----------
TOTAL INVESTMENT INCOME $ 523 $ (2,629) $ (2,323) $1,918,629 $5,823,675 $8,347,882
--------- ---------- ---------- ---------- ---------- ----------
Contributions:
Participants' $ 2,990 $ 15,076 $ 4,030 $ 154,605 $ 2,279 $ 341,282
Employer's 395,849 395,849
--------- ---------- ---------- ---------- ---------- ----------
TOTAL CONTRIBUTIONS $ 2,990 $ 15,076 $ 4,030 $ 154,605 $ 398,128 $ 737,131
--------- ---------- ---------- ---------- ---------- ----------
TOTAL ADDITIONS $ 3,513 $ 12,447 $ 1,707 $2,073,234 $6,221,803 $9,085,013
--------- ---------- ---------- ---------- ---------- ----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to Participants $ $ 318 $ $ 23,634 $ 96,376 $ 213,867
--------- ---------- ---------- ---------- ---------- ----------
TOTAL DEDUCTIONS $ 0 $ 318 $ 0 $ 23,634 $ 96,376 $ 213,867
--------- ---------- ---------- ---------- ---------- ----------
Net Increase (Decrease) Prior to
Interfund Transfers $ 3,513 $ 12,129 $ 1,707 $2,049,600 $6,125,427 $8,871,146
Interfund Transfers 21,654 135,295 23,214 11,489 (2) 0
--------- ---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE) $ 25,167 $ 147,424 $ 24,921 $2,061,089 $6,125,425 $8,871,146
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 0 0 0 1,519,043 4,908,800 8,691,724
--------- ---------- ---------- ---------- ---------- ----------
END OF YEAR $ 25,167 $ 147,424 $ 24,921 $3,580,132 $11,034,225 $17,562,870
========= ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 8
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996 STATEMENT IV
<TABLE>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GROWTH
AGGRESSIVE AND FEDERATED
GENERAL GROWTH GROWTH INCOME INCOME MAX-CAP
FUND FUND FUND FUND FUND T-FUND FUND
ADDITIONS
Additions to Net Assets Attributed To:
Investment Income:
Net Appreciation (Depreciation) in
Fair Value of Investments $ 209,031 $ 5,023 $ 4,454 $ (251) $ 292 $ $
Interest 36,281
Dividends 31,018 6,962 10,215 2,296 3,499
---------- --------- --------- -------- --------- ---------- ----------
TOTAL INVESTMENT INCOME $ 276,330 $ 11,985 $ 14,669 $ 2,045 $ 3,791 $ 0 $ 0
---------- --------- --------- -------- --------- ---------- ----------
Contributions:
Participants' $ 63,908 $ 38,639 $ 27,665 $ 4,284 $ 17,703 $ $
Employer's
---------- --------- --------- -------- --------- ---------- ----------
TOTAL CONTRIBUTIONS $ 63,908 $ 38,639 $ 27,665 $ 4,284 $ 17,703 $ 0 $ 0
---------- --------- --------- -------- --------- ---------- ----------
TOTAL ADDITIONS $ 340,238 $ 50,624 $ 42,334 $ 6,329 $ 21,494 $ 0 $ 0
---------- --------- --------- -------- --------- ---------- ----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to Participants $ 110,014 $ 2,209 $ 1,161 $ 1,315 $ 185 $ $
---------- --------- --------- -------- --------- ---------- ---------
TOTAL DEDUCTIONS $ 110,014 $ 2,209 $ 1,161 $ 1,315 $ 185 $ 0 $ 0
---------- --------- --------- -------- --------- ---------- ----------
Net Increase Prior to Interfund
Transfers $ 230,224 $ 48,415 $ 41,173 $ 5,014 $ 21,309 $ $
Interfund Transfers (214)
---------- --------- --------- -------- --------- ---------- ----------
NET INCREASE $ 230,010 $ 48,415 $ 41,173 $ 5,014 $ 21,309 $ 0 $ 0
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 1,713,931 53,001 92,077 27,263 31,688 0 0
---------- --------- --------- -------- --------- ---------- ----------
END OF YEAR $1,943,941 $ 101,416 $ 133,250 $ 32,277 $ 52,997 $ 0 $ 0
========== ========= ========= ======== ========= ========== ==========
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996 STATEMENT IV(cont)
</TABLE>
<TABLE> NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
----------------------------------------------- -----------
<S> <C> <C> <C> <C> <C> <C>
HARBOR
CAPITAL HARBOR
HARBOR APPRECIA- INTER-
BOND TION NATIONAL STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
ADDITIONS
Additions to Net Assets Attributed To:
Investment Income:
Net Appreciation (Depreciation) in
Fair Value of Investments $ $ $ $ 150,340 $ 460,213 $ 829,102
Interest 2,679 38,960
Dividends 42,952 128,462 225,404
--------- ---------- ---------- ---------- ---------- ----------
TOTAL INVESTMENT INCOME $ 0 $ 0 $ 0 $ 193,292 $ 591,354 $1,093,466
--------- ---------- ---------- ---------- ---------- ----------
Contributions:
Participants' $ $ $ $ 137,672 $ $ 289,871
Employer's 381,912 381,912
--------- ---------- ---------- ---------- ---------- ----------
TOTAL CONTRIBUTIONS $ 0 $ 0 $ 0 $ 137,672 $ 381,912 $ 671,783
--------- ---------- ---------- ---------- ---------- ----------
TOTAL ADDITIONS $ 0 $ 0 $ 0 $ 330,964 $ 973,266 $1,765,249
--------- ---------- ---------- ---------- ---------- ----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to Participants $ $ $ $ 37,610 $ 192,734 $ 345,228
--------- ---------- ---------- ---------- ---------- ----------
TOTAL DEDUCTIONS $ 0 $ 0 $ 0 $ 37,610 $ 192,734 $ 345,228
--------- ---------- ---------- ---------- ---------- ----------
Net Increase Prior to
Interfund Transfers $ $ $ $ 293,354 $ 780,532 $1,420,021
Interfund Transfers 214 0
--------- ---------- ---------- ---------- ---------- ----------
NET INCREASE $ 0 $ 0 $ 0 $ 293,354 $ 780,746 $1,420,021
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 0 0 0 1,225,689 4,128,054 7,271,703
--------- ---------- ---------- ---------- ---------- ----------
END OF YEAR $ 0 $ 0 $ 0 $1,519,043 $4,908,800 $8,691,724
========= ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 9
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN
The following brief description of Commercial BancShares, Inc. Employee
Stock Ownership Plan (With 401(k) Provisions) (the Plan) provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering substantially all
employees of Commercial BancShares, Inc. and its Subsidiaries (Commercial
Banking and Trust Company, Jackson County Bank, Farmers & Merchants Bank of
Ritchie County, Dime Bank, Union Bank of Tyler County, The Community Bank,
The Bank of Paden City, and Hometown Finance Company). The Plan operates as
an employee stock ownership plan with Section 401(k) provisions and is
designed to comply with the regulations of the Internal Revenue Code and
is subject to the applicable provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan is administered by an Administrative
Committee appointed by Commercial BancShares, Inc.'s Board of Directors. The
Trust Department of Commercial Banking and Trust Company (A Wholly-Owned
Subsidiary of Commercial BancShares, Inc.) is the custodian of the Plan's
assets.
Eligibility and Participation
To be eligible to participate in the Plan, employees who are employed by
the Company and its Subsidiaries must complete one year of service (1,000
hours) and attain age 21. The participant may join the Plan on January 1
immediately following eligibility requirements. Participants who have not
met eligibility requirements during such plan year or are not employed on
the last working day of a plan year are generally not eligible for an
allocation of Company contributions for such year.
Contributions
Two types of employer contributions may be made to the Plan: (1) Optional
Contributions (discretionary contributions made by the Company as determined
by the Board of Directors) and (2) Matching Contributions (Company matches, up
to a certain percentage of salary reduction contributions made by the
participant). For 1997, the amount of this Matching Contribution is 50% of
the employee's contribution, up to a maximum of 4% of the employee's annual
compensation.
Participants may elect to contribute from a minimum of 1% up to a maximum
of 15% of pretax annual compensation, subject to Internal Revenue Code limits.
Participants may also contribute amounts representing distributions from other
qualified plans.
<PAGE> 10
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
Allocations to Participants' Accounts
Each participant's account is credited with any salary deferrals as well
as an allocation of (a) the Company's contribution, (b) Plan earnings, and
(c) forfeitures of terminated participants' non-vested accounts. Allocations
of Company Optional Contributions are prorated based on the participants'
compensation. Company Matching Contributions are allocated on a prorated
basis based on the participants' Salary Reduction Contributions. A
participant must be employed by the Company on December 31 of the Plan year
to be eligible to receive an allocation of Company Optional or Matching
Contributions. The Optional Account is subject to vesting provisions.
Vesting
Vesting is based on years of service. Vesting commences after two years
of credited service, at which time the participant is 20 percent vested. A
participant is 100 percent vested after six years of credited service from
the date of employment. Upon death, retirement, or total disability, a
participant is also 100 percent vested. A participant is always 100 percent
vested in any salary deferral, rollover, basic, and matching contributions.
Investment Options
Upon enrollment in the Plan, a participant may direct his salary
reduction contribution into any of the following investment options.
Prior to July 1, 1997:
General Fund - Funds are invested in securities of the U. S. Government
or its agencies, corporate bonds, and equity securities of established
companies.
Stock Fund - Funds are invested primarily in Company stock. If no
stock is currently available for purchase, funds are deposited into money
market funds and/or mutual funds until stock does become available.
Aggressive Growth Fund - Funds are invested in the Federated Managed
Aggressive Growth Fund. This fund invests 60 to 100 percent of its
assets in equity securities and 0 to 40 percent in bonds.
Growth Fund - Funds are invested in the Federated Managed Growth
Fund. This fund invests 50 to 70 percent of its assets in equity
securities and 30 to 50 percent in bonds.
<PAGE> 11
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
Investment Options (Continued)
Prior to July 1, 1997: (Continued)
Income Fund - Funds are invested in the Federated Managed Income
Fund. The Fund invests 10 to 30 percent of its assets in equity securities
and 70 to 90 percent in bonds.
Growth and Income Fund - Funds are invested in the Federated Managed
Growth and Income Fund. This Fund invests 30 to 50 percent of its
assets in equity securities and 50 to 70 percent in bonds.
After July 1, 1997:
General Fund - Funds are invested in securities of the U. S. Government
or its agencies, corporate bonds, and equity securities of established
companies.
Stock Fund - Funds are invested primarily in Company stock. If no
stock is currently available for purchase, funds are deposited into money
market funds and/or mutual funds until stock does become available.
T-Fund - Funds are invested in the Provident Institutional Fund. This
fund invests in a portfolio consisting of U. S. Treasury bills, notes, and
direct obligations of the U. S. Treasury and repurchase agreements
relating to direct Treasury obligations.
Federated Max-Cap Fund - Funds are invested in publicly-traded
common stocks.
Harbor Bond Fund - Funds are invested in an actively-managed portfolio
of fixed-income securities.
Harbor Capital Appreciation Fund - Funds are invested in a portfolio of
equity securities of established companies with above-average prospects
for growth.
Harbor International Fund - Funds are invested in a portfolio of non-U.
S. equity securities.
Participants may change their investment options effective January 1 or
July 1.
<PAGE> 12
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: DESCRIPTION OF PLAN (CONTINUED)
Participant Loans Receivable
Participants may apply for a loan from their vested account under the
Plan. Certain legal restrictions impose limits on the amount of the loan
and repayment terms. The maximum loan amount is $50,000. The specific limit
for any participant is 50% of their vested account balance. If a participant
has an existing loan at the time of application, the $50,000 limit is reduced
by the highest outstanding balance of the participant's loan over the previous
twelve-month period or the total of all outstanding loans the day the new
loan is granted. Generally, the participant's loan must be repaid within
five years, unless the proceeds are used to purchase or construct a principal
residence.
Voting Rights
The Trustee of the Plan will vote all Company Stock held as part of the
Plan assets, provided that the participant be entitled to direct the Trustee
as to the manner in which voting rights on shares of Company Stock which are
allocated to the participant's account are to be exercised (i) with respect
to any corporate matter which involves the voting of such shares with respect
to the approval or disapproval of any corporate merger or consolidation,
recapitalization, reclassification, liquidation, dissolution, sale of
substantially all assets of a trade or business, or such similar transaction,
and (ii) with respect to all corporate matters if, at the time of the vote
thereon, the Company Stock is a "registration-type" class of securities. If
the participant does not timely exercise their right to vote Company Stock,
the Trustee will vote such Company Stock.
Plan Distributions
Distributions from the Plan will be made upon termination of service due
to a participant's retirement, death (in which case, payment shall be made to
his or her beneficiary or, if none, his or her legal representatives),
disability, or otherwise terminates employment with the Company and its
Subsidiaries. Distributions are made in cash or, if a participant elects,
in the form of Company common shares plus cash for any fractional share.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements of the Plan are prepared using
the accrual method of accounting.
<PAGE> 13
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires the plan administrator to make
estimates and assumptions that affect certain reported amounts and
disclosures. Accordingly, actual results may differ from those estimates.
Investment Valuation and Income Recognition
Investment in Commercial BancShares, Inc. common stock is valued at
quoted market prices.
Investments in government securities, corporate bonds, and common
stock are carried at quoted market prices.
Shares of registered investment companies are valued at quoted market
prices which represent the net asset value of shares held by the Plan at
year end.
The investments in Commercial Banking and Trust Company money market
funds, certificates of deposit, and participant loans are recorded at cost
which approximates fair market value.
Dividends and interest received from investments are recorded as earned
on an accrual basis.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the unrealized
appreciation (depreciation) on those investments.
Purchases and sales of securities are recorded on a trade-date basis.
Employer Contributions
Employer contributions are accrued during the plan year to which the
contribution is attributed by the Employer Company's Board of Directors.
Payment of Benefits
Benefits are recorded when paid.
<PAGE> 14
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Forfeited Accounts
At December 31, 1997 and 1996, forfeited nonvested accounts totaled $614
and $8,883, respectively. These accounts were allocated to all remaining
participants of the Plan.
Reclassification of Prior Years' Statements
Certain items previously reported have been reclassified to conform with
current year's classification.
NOTE 3: INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The
following table presents the fair values of investments at December 31, 1997
and 1996. Investments that represent 5 percent or more of the Plan's net
assets are separately identified.
1997 1996
Investments at Fair Value as Determined by ----------- -----------
Quoted Market Price
Money Market Funds $ 0 $ 130,108
U. S. Government Securities 597,864 524,461
State and Municipal Government Securities 50,018 25,055
Corporate Bonds and Debentures 106,450 103,816
Shares in Registered Investment Companies 390,958 309,373
Common Stock 1,719,304 1,219,907
Commercial BancShares, Inc. Common Stock -
170,461 and 142,976 Allocated Shares in 1997
and 1996, Respectively 14,148,263 6,004,992
------------ ------------
$ 17,012,857 $ 8,317,712
------------ ------------
Investments at Estimated Value
Money Market Funds $ 76,259 $ 0
Certificates of Deposit 10,000 10,000
Participant Loans 37,340 40,244
------------ ------------
$ 123,599 $ 50,244
------------ ------------
TOTAL INVESTMENTS $ 17,136,456 $ 8,367,956
============ ============
The Plan's investments (including investments bought, sold, and held
during the year) appreciated in value by $8,022,684 and $829,102 for the
years ended December 31, 1997 and 1996, respectively.
<PAGE> 15
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 3: INVESTMENTS (CONTINUED)
1997 1996
Investments at Fair Value as
Determined by Quoted Market Price
U. S. Government Securities $ 3,752 $ (5,912)
State and Municipal Government Securities 932 55
Corporate Bonds and Debentures 2,633 (2,895)
Shares in Registered Investment Companies (1,197) 9,518
Common Stock 476,787 217,783
Commercial BancShares, Inc. Common Stock 7,539,777 610,553
----------- -----------
$ 8,022,684 $ 829,102
----------- -----------
Investments at Estimated Value $ 0 $ 0
----------- -----------
NET CHANGE IN FAIR VALUE $ 8,022,684 $ 829,102
=========== ===========
NOTE 4: ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist principally of Commercial BancShares,
Inc. common shares, are held by the Trustee of the Plan.
Company contributions are held and managed by the Trustee which invests
cash received, interest, and dividend income and makes distributions to
participants.
Certain administrative functions are performed by officers or employees
of the Company or its participating Subsidiaries. No such officer or employee
receives compensation from the Plan. Administrative expenses and trust fees
may be paid directly by the Company.
NOTE 5: SUSPENSE ACCOUNTS
During the Plan years 1997 and 1996, a suspense account in the amount of
$79 and $1,825, respectively, was established to meet qualification standards
of IRC Section 415 annual additions testing. The amount is being held from
allocations of the employer optional contribution. The suspense account will
be allocated to the appropriate participants in the next Plan year while
taking into consideration the annual additions at that time.
<PAGE> 16
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 6: RELATED PARTY TRANSACTIONS
Administrative expenses, trust fees, and legal fees were paid by the
Company at its option. During 1997 and 1996, the Plan purchased 13,069
shares and 12,710 shares of Employer Securities at a cost of $605,203 and
$509,464, respectively. In 1997, the Plan also received 14,416 shares due
to a stock dividend declared on February 13, 1997. Investment income
consists of dividends received on Company stock of $194,561 and $159,134
for the years ended December 31, 1997 and 1996, respectively.
NOTE 7: INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by
a letter, dated January 31, 1994, stating that the Plan constitutes a
qualified trust under Section 401(a) of the Internal Revenue Code and is,
therefore, exempt from Federal income taxes under present income tax laws.
The Plan has been amended since receiving the determination letter. However,
the Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the Code. Therefore, no provision for income taxes has been
included in the Plan's financial statements.
NOTE 8: PLAN TERMINATION
Although it has not expressed any intent to do so, Commercial BancShares,
Inc. has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the
event of Plan termination, participants will become 100% vested in their
accounts.
<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.
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
-----------------------------
(Name of Plan)
June 26, 1998
- -------------
Date /s/ Paul M. Limbert
-------------------
Executive Vice President & Chief
Financial Officer
<PAGE> 18
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
To the Plan Administrative Committee
Commercial BancShares, Inc. Employee Stock Ownership
Plan (Containing Section 401(k) Provisions)
Parkersburg, West Virginia
We consent to incorporation by reference of our report dated May 5, 1998
relating to the statements of net assets available for benefits with fund
information of Commercial BancShares, Inc. Employee Stock Ownership Plan
(Containing Section 401(k) Provisions) as of December 31, 1997 and 1996 and
the related statements of changes in net assets available for benefits with
fund information for the years then ended, which appears in Commercial
BancShares, Inc.'s Form 11K for 1997.
/s/ Harman, Thompson, Mallory & Ice, A.C.
Harman, Thompson, Mallory & Ice, A.C.
Certified Public Accountants
Parkersburg, West Virginia
June 26, 1998
