<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)(4) and 0-11.
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. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2) Aggregate number of securities to which transaction applies:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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):
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4) Proposed maximum aggregate value of transaction:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
5) Total fee paid:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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<PAGE> 2
[WESBANCO LOGO]
WESBANCO, INC.
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
April 21, 1999
TO THE STOCKHOLDERS OF WESBANCO, INC.:
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 21, 1999, at 4:00 p.m.
The purposes of the meeting are as follows:
(1) To elect eight (8) persons to the Board of Directors to serve for
a term of three (3) 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 17, 1999, 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.
LARRY G. JOHNSON
Secretary
Wheeling, West Virginia
March 19, 1999.
<PAGE> 3
PROXY STATEMENT
OF
WESBANCO, INC.
Bank Plaza
Wheeling, West Virginia 26003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999
--------------------------------
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 21, 1999. This statement is being mailed to
the stockholders on or about March 19, 1999.
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 Charleston, Inc., Charleston, West Virginia,
Wesbanco Bank Parkersburg, Inc., Parkersburg, West Virginia, Wesbanco Bank
Fairmont, Inc., Fairmont, West Virginia, Wesbanco Mortgage Company, Bridgeport,
West Virginia, Wesbanco Properties, Inc., Wheeling, West Virginia, Hometown
Finance Company, St. Marys, West Virginia, CommBanc Investments, Marietta,
Ohio, and Hunter Agency, Inc., Shinnston, West Virginia.
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.
Pending Acquisitions
--------------------
The Corporation is a party to an Agreement and Plan of Merger with The
Heritage Bank of Harrison County, Inc. ("Heritage"), dated November 10, 1998,
providing for the acquisition of Heritage through an exchange of the
Corporation's common stock. In accordance with the terms of the Merger
Agreement, the shareholders of Heritage will exchange Heritage common stock
for Wesbanco common stock based upon the market value of Wesbanco Common Stock
as of the determination date, as established in the Merger Agreement, with a
minimum of 1.515 shares and a maximum of 1.923 shares in a tax free exchange.
The transaction is subject to approval of the shareholders of Heritage and
necessary regulatory approvals, among other conditions. Heritage has assets
of approximately $33 Million Dollars.
Assuming the necessary shareholder and regulatory approvals of such
transaction, the Corporation will issue additional shares of common stock
with a minimum of approximately 362,891 and a maximum of approximately
460,620 shares, depending on the market price of Wesbanco common stock.
Stock Outstanding and Voting Rights
-----------------------------------
The authorized capital stock of the Corporation consists of 50,000,000
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 50,000,000 shares of
authorized common stock, as of March 5, 1999, there were 20,507,144 shares
issued and outstanding.
There are no shares of preferred stock 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 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 17, 1999,
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
<PAGE> 4
by the records of the Corporation at that time. Cumulative voting, in the
election of Directors, is permitted by West Virginia statutory provisions,
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 8, 1999, 2,188,069 shares of the common stock of the
Corporation, representing 10.67% of the shares outstanding, were held in
various capacities in the Trust Department. Of these shares, the Bank does
not have voting control of 1,003,021 shares, representing 4.89% of the shares
outstanding, has partial voting control of 167,644 shares, representing .82%
of the shares outstanding, and sole voting control of 1,017,404 shares,
representing 4.96% 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 8,
1999, 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 2,188,069* 10.67%
*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 thirty-five (35), and the Board of Directors has
determined that the Board shall consist of twenty-nine (29) members, and has
fixed the number of Directors to be elected at the forthcoming meeting at
eight (8), all of whom are to be elected for a three-year term which will
expire at the annual stockholders meeting in 2002. The Board has
intentionally left the number of directors in this class at nine (9), with
one (1) vacancy in this class (See Note (1) under heading "Nominees");
however, proxies may not be voted for a greater number of persons than are
nominated.
Accordingly, the following persons have been nominated for election to
the Board:
Nominees(1)
-----------
For the Three-Year Term Expiring at the Annual Stockholders Meeting in 2002
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
James G. Bradley 54 President & CEO, Wheeling- 08/20/98
Pittsburgh Steel Corp.
R. Peterson Chalfant 58 Lawyer; Partner, Chalfant 08/30/96
Henderson & Dondzila
John H. Cheffy 65 Retired; Former Vice President/ 08/20/98
Cashier Wesbanco Bank
Barnesville
<PAGE> 5
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
John W. Kepner 66 Mortician; President, 01/28/76
Kepner Funeral Homes, Inc.
Frank R. Kerekes 52 Executive Vice-President, 12/21/95
Wesbanco Bank Fairmont,
Inc., Fairmont, WV; former
President & CEO,
Wesbanco Bank Fairmont,
Inc., Fairmont, WV;
former Executive Vice
President, First Fidelity
Bancorp, Inc.
Robert H. Martin 65 Vice Chairman, Wesbanco, 02/28/94
Inc.; Chairman of the Board,
Wesbanco Bank Fairmont;
former Chairman of the
Board, First Fidelity
Bancorp, Inc.; President,
Eastland Enterprises, Inc., a
personal holding company;
owner, Mt. Zion, Inc., a
nursery
Joan C. Stamp 47 Director, Mid Atlantic 02/15/96
Arts Foundation;
member, West Virginia Arts
Commission
James W. Swearingen 67 Retired Advertising Executive 08/20/98
(1) One (1) vacancy exists in this class, the Board having fixed the
membership of the class at nine (9). George M. Molnar, a current
director, is ineligible to stand for re-election due to the age
limitation provision of the Corporation's Bylaws. It is contemplated
that the vacancy will be filled by the Board by the election of Thomas J.
Hansberry to the Board of Directors. This action will be taken in
accordance with the Agreement and Plan of Merger between Wesbanco, Inc.
and The Heritage Bank of Harrison County, Inc. 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
annual meeting of shareholders.
(2) Principal occupation during the past five (5) 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.
<PAGE> 6
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 2001
------------------------------------------
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
James E. Altmeyer 60 President, Altmeyer Funeral 10/16/87
Homes, Inc.
Christopher V. Criss 43 Vice Chairman, Wesbanco Bank 07/17/92
Parkersburg, President & Chief
Executive Officer, Atlas Towing Co.
Stephen F. Decker 47 Executive Vice President & 12/02/91
Senior Loan Officer, Wesbanco,
Inc.; former President, Preston
County Offices; former
Executive Vice President,
Wesbanco Bank Fairmont; former
President & Chief Executive
Officer, Wesbanco Bank
Kingwood
James C. Gardill 52 Chairman of the Board, 11/13/80
Wesbanco, Inc.; Lawyer;
Partner, Phillips, Gardill,
Kaiser & Altmeyer
Larry G. Johnson 51 Secretary, Wesbanco, Inc.; 04/15/98
Executive Vice President &
Chief Financial Officer,
Wesbanco Bank Parkersburg;
former Executive Vice President
& Chief Financial Officer,
Commercial BancShares, Inc.
Roland L. Hobbs 66 Chairman, Wheeling Park 07/28/76
Commission
William E. Mildren, Jr. 54 Vice Chairman, Wesbanco, Inc., 04/15/98
Chairman, President & Chief
Executive Officer, Wesbanco
Bank Parkersburg; former
Chairman, President & CEO,
Commercial BancShares, Inc.
Eric Nelson 69 President, Nelson 04/16/87
Enterprises (investments)
Richard K. Riederer (2) 55 President & CEO, Weirton 06/19/97
Steel Corporation; former
Executive Vice President &
CFO, Weirton Steel Corporation
<PAGE> 7
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
J. Christopher Thomas 49 President & CEO, 01/02/98
Wesbanco Bank
Charleston, former
President & CEO; United
Home Lending Services,
Inc. and former President
& CEO, Eagle Bancorp, Inc.
(1) Principal occupation during the past five (5) years.
(2) Attended less than 75% of the meetings of the Board.
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 2000
------------------------------------------
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
Frank K. Abruzzino (2) 55 Lawyer; Steptoe & Johnson; 02/28/94
former President & CEO,
Wesbanco Bank Shinnston
Earl C. Atkins 70 President, City Neon, Inc., a 02/28/94
commercial sign company;
President, Commercial Land
Development, Inc.
Ray A. Byrd 54 Lawyer; Partner, Schrader, 06/09/77
Byrd & Companion, PLLC
James D. Entress 60 Oral & Maxillo-Facial 12/20/90
Surgeon - Retired
Ernest S. Fragale 52 President, Wesbanco 08/20/96
Mortgage Company;
former owner and
President, Universal
Mortgage Company
Edward M. George 62 President & CEO, 12/02/91
Wesbanco, Inc.;
Chairman of the Board,
Wesbanco Bank Wheeling
Carter W. Strauss 52 President, Strauss Industries, 07/28/76
Inc.
Reed J. Tanner 45 Certified Public Accountant 12/30/96
Partner, Tanner & Tanner, a
division of Simpson & Osborne,
A.C.
Robert K. Tebay 64 Owner-Operator, Tebay Dairy 04/15/98
William E. Witschey 67 President, Witschey's 01/10/85
Market, Inc. (retail food
management)
(1) Principal occupation during the past five (5) years.
(2) Attended less than 75% of the meetings of the Board.
<PAGE> 8
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 12, 1999. 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 61,506 20,645 (1) *
James E. Altmeyer 12,657 *
Earl C. Atkins 1,037 (2) 19,990 (3) *
James G. Bradley -0- *
Ray A. Byrd 5,882 (4) *
R. Peterson Chalfant 6,825 136,500 (5) *
John H. Cheffy 4,469 29,160 (6) *
Christopher V. Criss 47,682 (7) 111,474 (7) *
Stephen F. Decker 9,373 *
James D. Entress 31,932 (8) *
Ernest S. Fragale 56,455 *
James C. Gardill 48,752 (9) *
Edward M. George 15,788 (10) *
Roland L. Hobbs 25,133 (11) *
Larry G. Johnson 34,827 (12) *
John W. Kepner 5,331 (13) *
Frank R. Kerekes 1,138 *
Robert H. Martin 126,876 (14) *
William E. Mildren, Jr. 184,058 *
George M. Molnar 78,223 (15) *
Eric Nelson 49,884 (16) *
Richard K. Riederer 155 (17) *
Melvin C. Snyder, Jr. 7,104 (18) *
Joan C. Stamp 19,825 (19) *
Carter W. Strauss 37,204 (20) *
James W. Swearingen 3,393 *
Reed J. Tanner 3,996 (21) 2,622 (22) *
Robert K. Tebay 11,713 (23) *
J. Christopher Thomas 687 6,795 (24) *
John A. Welty 4,950 (25) *
William E. Witschey 8,281 (26) 52,380 (26) *
All Directors and Officers
as a group
(37 persons) 936,110 379,566 6.54%
*Beneficial ownership does not exceed one percent (1%).
(1) Mr. Abruzzino's wife, Elizabeth Abruzzino, is the owner of 604 shares.
Mr. Abruzzino's children are the owners of an additional 20,645 shares
held in trust, of which Mr. Abruzzino is Trustee, and an additional
20,997 shares held by Mrs. Abruzzino as Custodian.
(2) Includes 654 shares held for Mr. Atkins' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Additionally, Mr. Atkins' wife, Betty Jo
Atkins, is the owner of 18,965 shares held in trust.
(3) Mr. Atkins' grandchildren are the owners of 19,990 shares held in trust.
(4) Includes 2,764 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) Mr. Chalfant is the Executor of his father's Estate. His father's Estate
owns 136,500 shares.
<PAGE> 9
(6) Mr. Cheffy is the attorney-in-fact for his father, Homer Cheffy, who is
the owner of 29,160 shares. Additionally, Mr. Cheffy's wife, Mary Ann
Cheffy, is the owner of 2,490 shares.
(7) Includes 1,707 shares held for Mr. Criss' benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Atlas Towing Company, in which Mr. Criss
owns a substantial interest and serves as an officer and director, owns
111,474 shares.
(8) Includes 31,932 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 16,035 shares held in an IRA custodian account at
Wesbanco Bank Wheeling.
(9) Includes 9,032 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 12,957 shares held
by Mr. Gardill's wife, Linda T. Gardill, and 2,748 shares held in her
IRA custodian account at Wesbanco Bank Wheeling.
(10) Mr. George's wife, Sandra F. George, is the owner of an additional 502
shares.
(11) Includes 1,125 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' wife, Sarah F. Hobbs, is the
owner of an additional 4,620 shares.
(12) Mr. Johnson's son, Benjamin C. Johnson, is the owner of an additional
396 shares.
(13) Mr. Kepner's wife, Joan B. Kepner, is the owner of an additional 400
shares.
(14) Includes 67,780 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 4,901 shares held in Trust in her IRA account at
Wesbanco Bank Fairmont.
(15) Mr. Molnar's wife, Margaret A. Molnar, is the owner of an additional
19,500 shares.
(16) Mr. Nelson's wife, Ann P. Nelson, is the owner of an additional 5,232
shares.
(17) Includes 155 shares held for Mr. Riederer's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.
(18) Mr. Snyder's wife, Ann E. Snyder, is the owner of an additional 820
shares.
(19) Includes 10,696 shares held in Mrs. Stamp's Trust.
(20) Includes 8,986 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 3,408.747 shares held in a custodian account at Wesbanco
Bank Wheeling.
(21) Includes 454 shares held for Mr. Tanner's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Includes an additional 1,254 shares held
by Mr. Tanner as Custodian for his minor children.
(22) Mr. Tanner has a beneficial interest in 477 shares held in trust. He
is also co-trustee of his brother's family trust, which holds 2,145
shares, in which Mr. Tanner disclaims beneficial ownership.
(23) Includes 82 shares held for Mr. Tebay's benefit in a Rabbi Trust
established under the Wesbanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Additionally, Mr. Tebay's wife, Mary Ann
Tebay, is the owner of an additional 100 shares.
(24) Mr. Thomas is Trustee of trusts established by his father and mother,
which hold 5,097 shares and 1,698 shares, respectively.
(25) Mr. Welty's wife, Joyce W. Welty, is the income beneficiary of a trust
which owns an additional 2,240 shares.
<PAGE> 10
(26) Mr. Witschey's wife, Wilda C. Witschey, is the owner of an additional
9,396 shares; 46,132 shares are owned by Witschey's Market, in which
Mr. Witschey has a substantial stock interest. Additionally, Mr. Witschey
has a one-fifth beneficial interest in a trust which holds 7,176 shares,
in which Mr. Witschey disclaims beneficial ownership. Also, Mr. Witschey
has a one-fifth (1/5) beneficial interest in a trust which holds 2,148
shares. An additional 4,100 shares are owned by Witschey Realty 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 1998, all filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were fulfilled, except that
reports covering three transactions involving sales by the Trustee of John A.
Welty's wife's trust were reported late by Mr. Welty, and a transaction
involving the purchase of shares by a company owned by William E. Witschey
was reported late by Mr. Witschey.
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, PLLC, of which Ray A. Byrd, Director of the Corporation, is
a partner, and the firm of Steptoe & Johnson, of which Frank K. Abruzzino,
Director of the Corporation, is a member, have rendered legal services to the
Corporation. It is contemplated that one or all of these firms will be
retained to perform legal services during the current year.
Executive Officers of the Corporation
-------------------------------------
The executive officers of the Corporation are listed below. Each listing
includes a statement of the business experience of each executive officer
during at least the last five years. Executive officers are elected annually
by the Board of Directors and serve at the pleasure of the Board.
EDWARD M. GEORGE, JR., age 62, is President and Chief Executive Officer,
Wesbanco, Inc., and is Chairman of the Board, Wesbanco Bank Wheeling. Mr.
George has served the Corporation as Executive Vice President-Loans and served
as Vice President of Commercial Mortgage Loans. Mr. George served Wesbanco
Bank Wheeling as its President and Chief Executive Officer, as well as Chief
Operating Officer. He has also held the position of Vice President-Commercial
Mortgage Loans. Mr. George joined the Bank in May 1983. Prior to that time,
he served as President and Chief Executive Officer, Wellsburg National Bank
from 1981-1983 and prior to that, he was Senior Vice President, Half Dollar
Trust and Savings Bank. Mr. George was an Examiner in charge of bank audits
for the Federal Reserve Bank of Cleveland from 1966-1973.
PAUL M. LIMBERT, age 52, is the Executive Vice President and Chief
Financial Officer, Wesbanco, Inc. Mr. Limbert also served as Vice Chairman
and Chief Financial Officer for Wesbanco Bank Wheeling and previously served
as President and Chief Executive Officer of Wesbanco Bank Wheeling. In
addition, Mr. Limbert served Wesbanco Bank Wheeling in a variety of capacities,
including Assistant Controller and Controller, Vice President and Controller,
Senior Vice President and Controller, Executive Vice President and Controller,
and Executive Vice President and Treasurer. Mr. Limbert joined Wesbanco Bank
Wheeling in April 1977. Prior to that, he was a Senior Accountant at Price
Waterhouse and served a tour of duty in the United States Army.
- ------------------------------------------
*Fees aggregating $427,899.00 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 1998.
<PAGE> 11
DENNIS P. YAEGER, age 49, is the Executive Vice President and Chief
Operating Officer of Wesbanco, Inc., a position he has held since 1993. Mr.
Yaeger has served Wesbanco, Inc. as Vice President Bank Operations in 1987
and Executive Vice President Bank Operations in 1990. Mr. Yaeger is currently
Vice Chairman of the Board of Directors of Wesbanco Bank Wheeling. He
previously held the positions of Executive Vice President-Bank Operations,
Senior Vice President-Bank Operations, Vice President Bank-Operations and
Manager-Bank Operations from 1978 to 1987. From 1976 to 1978, Mr. Yaeger
worked in the Commercial Loan Department as a Loan Officer. He started his
career at Wesbanco Bank Wheeling and held early positions as Management
Trainee, Administrative Assistant, and Assistant Operations Officer.
WILLIAM E. MILDREN, JR., age 54, has served as Vice Chairman and Director
of the Corporation since March 31, 1998, and as Chairman, President and Chief
Executive Officer and Director of Wesbanco Bank Parkersburg since January 1,
1999. He was Chairman and Chief Executive Officer of Wesbanco Bank Parkersburg
from March 31, 1998 to December 31, 1998. Mr. Mildren was Chairman, President
and Chief Executive Officer of Commercial BancShares, Inc., and Chairman of
the Board of Commercial Banking and Trust Company from November 1992 to
March 31, 1998. He was President and Chief Executive Officer of Commercial
Bank from January 1982 to November 1992. He joined the credit card department
of Commercial Bank in July 1971. He subsequently served as manager of the
credit card department, Vice President of Marketing, Vice President of
Operations, and Senior Vice President before being named President. Prior to
joining Commercial, Mr. Mildren had been employed by Union Trust & Deposit
Company of Parkersburg.
JEROME B. SCHMITT, age 49, was named Executive Vice President -
Investments/Trusts, Wesbanco, Inc. in January, 1999. He most recently served
as Senior Vice President-Trust and Investments. He joined the staff of
Wesbanco Bank Wheeling in 1972 and was promoted to Vice President-Investments
in 1983 and to Senior Vice President in 1990. Mr. Schmitt received his
designation as Chartered Financial Analyst in 1976. He has served in a
variety of other positions, including Trust Operations and Trust Investments
in 1972.
STEPHEN F. DECKER, age 46, recently transferred to Wesbanco Corporate
offices as Executive Vice President and Senior Loan Officer. Previously, Mr.
Decker was at the Kingwood office of Wesbanco Fairmont where he held the
position of President, Preston County. Steve joined Wesbanco Kingwood in 1979.
He served as Executive Vice President until being named President in 1987.
He transferred to the main office of Wesbanco Fairmont in 1996 as Executive
Vice President and has held his most recent position as President, Preston
County offices of Wesbanco Fairmont since 1997. Mr. Decker served 3-1/2 years
as Assistant National Bank Examiner in the Office of Comptroller of the
Currency, prior to joining Wesbanco Kingwood in 1979.
JOHN W. MOORE, JR., age 51, currently serves Wesbanco, Inc. as Senior
Vice President-Human Resources. Mr. Moore joined the Corporation in 1976 as
Director of Personnel. He served in that capacity until 1980 when he was
appointed Vice President-Personnel/Human Resources for Wesbanco Wheeling. He
was made Vice President-Personnel, Wesbanco, Inc. in 1986 and Senior Vice
President-Human Resources in January, 1993, for Wesbanco, Inc. Mr. Moore
served as Senior Vice President-Personnel/Human Resources in May 1993 for
Wesbanco Bank Wheeling. Mr. Moore formerly served as Director of the
Counseling Center at West Liberty State College and Adjunct Instructor at
West Liberty State College and West Virginia University from 1971 to July 1976.
Mr. Moore was a public school teacher in 1970.
LARRY G. JOHNSON, age 51, has served as Secretary and Director of the
Corporation and as Executive Vice President, Secretary and Director of
Wesbanco Bank Parkersburg since March 31, 1998. Mr. Johnson was Executive
President and Chief Financial Officer of Commercial BancShares, Inc., from
May 11, 1994, until its merger with Wesbanco, Inc., on March 31, 1998. He
served as Corporate Secretary for Commercial BancShares beginning in December
1983. Mr. Johnson was Executive Vice President and Chief Financial Officer
for Commercial Banking and Trust Company from January 1, 1991, to May 10, 1994.
He joined Commercial May 1, 1973, as Auditor and later served the bank in
other positions, including Comptroller and Cashier. Prior to his employment
with Commercial, he was a bank examiner with the Federal Deposit Insurance
Corporation.
PETER JAWORSKI, age 43, joined Wesbanco Bank Wheeling and Wesbanco, Inc.
as Vice President-Loan Review/Senior Loan Review Officer in June 1995. In
July 1997, Mr. Jaworski was named Vice President-Credit Risk Management,
Wesbanco Bank Wheeling and Wesbanco, Inc. In December 1997, he was elevated
to the position of Senior Vice President, Credit Administration for Wesbanco,
Inc. Prior to that, Mr. Jaworksi was Senior Vice President and Senior Credit
Officer for Bank One of Wheeling. Prior to working with Bank One, Mr. Jaworski
was Vice President and Comptroller for Citizens Bank, Martins Ferry, Ohio, and
had served as Staff Accountant, Senior Accountant and Audit Manager for
Anthony, O'Connor, Bodkin & Company and O'Connor & Associates from 1979-1984.
Mr. Jaworski also served as an Accountant/Tax Preparer for the law firm of
Herndon, Morton, Herndon & Yaeger from 1977-1979.
EDWARD SLOANE, SR., age 60, is currently the Senior Vice President-
Management Information Systems for Wesbanco Bank Wheeling and the Vice
President-Management Information Systems of Wesbanco, Inc.
<PAGE> 12
Mr. Sloane held these positions since May 1995. After holding positions
with West Penn Power in the data processing programming areas and Anderson &
Gilbert Associates as Data Processing Manager, Mr. Sloane joined Wesbanco
Bank Wheeling in 1967 as Manager, Data Processing. In 1968, Mr. Sloane was
promoted to Assistant Cashier. In 1969, he was named Assistant Vice
President-Data Processing. In April, 1973, Mr. Sloane assumed the duties of
Vice President-Data Processing for Wesbanco Bank Wheeling and Vice
President-Data Processing for Wesbanco, Inc. in 1988.
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.
The following tables set forth the total compensation paid by Wesbanco,
Inc. affiliate banks, during the year 1998, to the five highest paid
executive officers, whose total compensation exceeded $100,000.00, together
with options granted in the last fiscal year and the benefits payable to
them from the Corporation's pension plan upon retirement.
<TABLE>
SUMMARY COMPENSATION TABLE
- -------------------------------------------------------------------------------------------------------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
---------------------------- --------------------- -------
Other Restricted Stock All Other
Salary Salary Bonus Annual Stock Options LTIP Compensation
Name and Position Year ($) ($) Comp.($)(1) Awards (3) Payouts ($)(2)
- ----------------- ---- ------- ------ ---------- --------- ------- ------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward M. George 1998 228,324 90,000 0 0 10,000 0 5,045
President & Chief 1997 201,145 75,000 0 0 0 0 6,270
Executive Officer 1996 182,105 65,000 0 0 0 0 4,550
William E. Mildren,
Jr., Chairman, 1998 201,413 70,319 12,973 0 0 0 5,458
Wesbanco Bank 1997 148,027 49,581 24,054 0 0 0 11,532
Parkersburg 1996 149,494 51,584 25,929 0 0 0 9,830
Paul M. Limbert 1998 161,116 50,000 0 0 5,000 0 5,045
EVP & Chief 1997 146,428 40,000 0 0 0 0 6,270
Financial Officer 1996 133,379 30,000 0 0 0 0 4,550
Dennis P. Yaeger 1998 154,376 40,000 0 0 5,000 0 5,045
EVP & Chief 1997 143,092 35,000 0 0 0 0 6,270
Operating Officer 1996 133,379 30,000 0 0 0 0 4,550
Jerome B. Schmitt 1998 138,410 40,000 0 0 5,000 0 5,045
Exec. Vice Pres. 1997 122,240 35,000 0 0 0 0 6,150
Trust & Invests. 1996 112,841 25,000 0 0 0 0 4,192
</TABLE>
(1) "Other Compensation" includes amounts paid by the Corporation's
subsidiaries as Directors Fees for Mr. Mildren.
(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, 1998 - $5,045, 1997 -
$6,270, 1996 - $4,550; for Mr. Mildren, 1998 - $5,458, 1997 - $11,532,
1996 - $9,830; for Mr. Limbert, 1998 - $5,045, 1997 - $6,270, 1996 -
$4,550; for Mr. Yaeger, 1998 - $5,045, 1997 - $6,270, 1996 - $4,550;
for Mr. Schmitt, 1998 - $5,045, 1997 - $6,150, 1996 - $4,192.
<PAGE> 13
(3) Includes options granted within the Performance Based Key Executive
Bonus and Option Plan. Options granted will become vested, if at all,
over a three-year period based upon achievement of performance goals.
As of December 31, 1998, performance goals for 1998 were achieved
thereby vesting approximately one-third of the granted options.
<TABLE>
OPTION/SAR GRANTS IN LAST FISCAL YEAR
- ---------------------------------------------------------------------------------------------------
Potential
% of Realizable Value at
Total Assumed Annual
Options/ Rates of Stock Price
SARs Appreciation
Number of Granted to for Option Term
Securities Employees Exercise or
Underlying Options/ in Fiscal Base Price Expiration
Name SARs Granted(#) Year ($/Share) Date 5% ($) 10% ($)
----------- ------------------- ---------- ----------- ---------- --------------------
<S> <C> <C> <C> <C> <C> <C>
Mr. George 10,000 35% $29.50 02/13/07 $185,524 $470,154
Mr. Limbert 5,000 18% $29.50 02/13/07 $ 92,762 $235,007
Mr. Yaeger 5,000 18% $29.50 02/13/07 $ 92,762 $235,007
Mr. Schmitt 5,000 18% $29.50 02/13/07 $ 92,762 $235,007
</TABLE>
Performance Based Key Executive Bonus and Option Plan
-----------------------------------------------------
Key Executive Incentive Bonus and Option Plan
The Board of Directors of the Corporation adopted and approved on
February 19, 1998, subject to approval by the shareholders on April 15, 1998
(the "Effective Date"), a new compensation plan sponsored and maintained by
the Corporation, and known as the Wesbanco, Inc. Key Executive Incentive
Bonus and Option Plan (the "Incentive Plan"). The Incentive Plan will
replace the Corporation's existing Annual Bonus Plan. See "Description of
Bonus Plan". The following is a summary of the Incentive Plan.
Performance Based Compensation. The Incentive Plan is designed to pay
incentive compensation, in the case of Annual Bonus or Long term Bonus (as
described below under "Structure of the Plan"), or permit vesting of Stock
Options (described below under "Structure of the Plan") if the Committee
(defined below at "Administration") determines, after review of all applicable
measurements and circumstances, predetermined performance goals are actually
achieved. If the Committee determines that applicable performance goals have
not been met for a particular measurement period, no incentive compensation
will be paid and/or no options will become vested with respect to that
measurement period. The Incentive Plan is designed to pay performance based
compensation within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the "Code"), although the limitation imposed on
deductible compensation by Section 162(m) of the Internal Code is not an
active concern for the Corporation at the present time. The shareholders of
the Corporation approved the Incentive Plan at last year's annual meeting
within the meaning of Section 162(m) of the Code, including the approval of
the following types of performance goals, any one or more of which the
Committee may use to set performance goals in respect to which compensation
may be excepted from the limitation imposed by Section 162(m) of the Code:
earnings per share, return on assets, return on equity, net interest margin,
budgeted net income, growth in loans and/or deposits, efficiency ratio, ratio
of operating expenses to average assets, net charge offs, non-performing
assets/loans and other real estate owned, reserves, non-performing loans, and
adherence to criteria set forth in budgets. The Committee may look to other
performance criteria, including performance indices individualized to
particular positions but, to the extent personal indices or criteria not set
forth in the foregoing listing are used for performance goals, the incentive
compensation, if any, paid with respect to those performance goals will not
be intended to qualify for exemption from the limitation of Section 162(m)
of the Code under Treas. Reg. 1.162-27(e).
<PAGE> 14
Administration. The Incentive Plan is administered by the Compensation
Committee of the Board of Directors of the Corporation which, as described at
"Compensation Committee Report" on page 16, is composed of two or more outside
directors not eligible to participate in the Incentive Plan (the "Committee").
The Board of Directors of the Corporation are involved in the operation of the
Incentive Plan to the extent of determining whether Annual Bonus awards will
be made for a particular fiscal year and/or whether Long Term Bonus awards
will be made available for a particular series of fiscal years and informing
the Committee of the Board's priorities as to performance goals. The
Committee makes awards and determines the amount, terms and conditions of
each such award as well as the respective performance goals to be achieved
in each period by the participants. The Committee has the sole discretion to
interpret the Incentive Plan, establish and modify administrative rules,
impose conditions and restrictions on awards, and take such other actions as
it deems necessary or advisable, including, but not limited to, considering
the effect, if any, of extraordinary items or special circumstances on the
ability of one or more participants (each a "Key Employee") to achieve
performance goals for a period. The Committee may, in its discretion, waive
or modify the terms and conditions of any previously made award to be more
favorable to the Key Employees if the Committee determines a modification
appropriate. The Committee need not be uniform in its determinations among
Key Employees. The Incentive Plan is intended to further the business plans
of the Corporation and, in coordinating the business plan and the setting of
performance goals, the Committee may discuss the business plan with management
of the Corporation. In addition, preparation of award agreements and
ministerial tasks may be delegated to employees of the Corporation.
Amount of Stock. The Incentive Plan provides for awards of up to 150,000
shares of Common Stock. The number of shares available for issuance under the
Incentive Plan shall be subject to anti-dilution adjustments upon the
occurrence of significant corporate events. The shares to be offered under
the Incentive Plan may be either authorized and unissued shares or issued
shares which have been reacquired by the Corporation.
Eligibility and Participation. All officers and key employees of the
Corporation or any subsidiary are eligible to participate, including officers
who are also directors of the Corporation or its subsidiaries. The
Compensation Committee shall determine from time to time which officers and
key employees will be eligible to receive awards (a "Key Employee") under the
Incentive Plan as well as the type, form, terms and conditions of all such
awards. Inclusion as a Key Employee at one time or for one purpose does not
ensure that Key Employee of additional or other awards.
Amendment or Termination. The Incentive Plan has no fixed expiration
date. The Committee will establish expiration and exercise dates on an
award-by-award basis.
Structure of Incentive Plan. The Incentive Plan consists of three
portions: the Annual Bonus Portion, the Long Term Bonus Portion and the Stock
Option Portion. A Key Employee may participate in one or more portions
simultaneously.
1. Annual Bonus Portion. The Annual Bonus Portion provides a
participating Key Employee an opportunity to earn incentive compensation, if
any, based on the actual achievement of performance goals set for that Key
Employee over a fiscal year of the Corporation. Performance goals may be
based on the performance of the Corporation as a whole, of one or more
subsidiaries or individual business operation of the Corporation or
performance indices individualized for a particular position or a combination
of the foregoing. Incentive Compensation opportunities under the Annual
Bonus Portion will generally be set in cash but may be a combination of cash
and Common Stock. Incentive Compensation under the Annual Bonus Plan will be
paid to Key Employees in a single distribution after the end of the fiscal
year with respect to which it was earned.
2. Long Term Bonus Portion. The Long Term Bonus Portion provides a
participating Key Employee an opportunity to earn incentive compensation, if
any, based on the actual achievement of performance goals set for that Key
Employee over several fiscal years of the Corporation. Performance goals set
for any Key Employee may be based on the performance of the Corporation as a
whole or of any subsidiary or business operation of the Corporation or
performance indices individualized for a particular position or a combination
of the foregoing. Incentive Compensation opportunities under the Long Term
Bonus Portion will generally be set in a combination of cash and Common Stock
but may be set in all cash or all Common Stock. The number of fiscal years to
be measured for a particular period under the Long Term Bonus Portion is not
set under the Plan and the number of years will be determined from time to
time by the Committee. Incentive Compensation under the Long Term Bonus
Portion will be paid to Key Employees who are then employees of the
Corporation (except if a termination of employment was for reason of death,
disability or retirement) in three equal annual installments with the first
installment payable in the year after the end of the measurement period.
3. Stock Options. The Committee may grant to a Key Employee stock
options which do not qualify as incentive stock options ("non-qualified stock
options"). The terms and conditions of stock option grants including the
quantity, price, waiting periods, and other conditions on exercise will be
determined by the Committee
<PAGE> 15
but the exercise price per share will not be less than the fair market value
of a share on the date of the grant. Options will become vested, if at all,
over a period of time determined by the Committee based on the actual
achievement of performance goals set by the Committee at the time of grant.
Generally, stock options will not vest or be exercisable after a Key Employee
separates from service unless that separation was for reason of death,
disability or retirement. Subject to the Committee's discretion, payment for
shares of Common Stock on the exercise of stock options may be made in cash,
shares of Common Stock, a combination of cash and shares of Common Stock or
in any other form of consideration acceptable to the Committee (including one
or more "cashless" exercise forms).
Change in Control Consequences. Under the Incentive Plan, if a Change
in Control occurs, all stock options become vested and exercisable and all
opportunities for Annual Bonus and Long Term Bonus will be deemed earned and
be immediately payable. For purposes of the Incentive Plan, a Change in
Control will be deemed to have occurred if any person or group acquires 20%
or more of the outstanding voting securities of the Corporation, more than
one third of the members of the Board of Directors cease to be directors
during a performance measurement period under the Long Term Portion (other
than members replaced by the then Board of Directors) or any other event
which would be regarded as a change in control by the Securities and Exchange
Commission.
Federal Income Tax Consequences. The following is a summary of the
principal federal income tax consequences of Incentive Plan benefits under
present tax law. The summary is not intended to be exhaustive and, among
other things, does not describe state, local or foreign tax consequences.
1. Stock Option Portion. No tax is incurred by a Key Employee, and
no amount is deductible by the Corporation, upon the grant of a nonqualified
stock option. At the time of exercise of such an option, the difference
between the exercise price and the fair market value of the Common Stock will
constitute ordinary income to the participant. The Corporation will be
allowed a deduction equal to the amount of ordinary income recognized by the
participant.
2. Annual Bonus and Long Term Bonus Portions. No tax is incurred by a
Key Employee, and no amount is deductible by the Corporation, upon the award
of an opportunity to earn incentive compensation under either or both the
Annual Bonus or Long Term Bonus Portion. A Key Employee will have ordinary
income for federal income tax purposes in an amount actually distributed to
him or her in his or her tax year in which the distribution is made. For
this purpose, shares of Common Stock included in any payment will be valued
at their then fair market value. The Corporation will be entitled to a
deduction in the same amount and, generally, at the same time as the Key
Employee must recognize income. However, if the payment is made within
seventy five (75) days of the end of a fiscal year, the Corporation may take
its deduction in the fiscal year prior to actual payment.
The Compensation Committee has implemented only one phase of the
Incentive Plan. Stock Options were awarded to certain executive officers of
the Corporation during 1998 which were three-year grants subject to the
Corporation meeting certain goals for earnings per share in each of the three
years. The goals set by the Committee were met during 1998 and, accordingly,
one-third of the options vested for such officers.
<PAGE> 16
Comparison of Five Year Cumulative Total Return *
Among Wesbanco, Inc., Nasdaq Stock Market (U.S.), Nasdaq Banks,
Russell Index and Russell Financial Services **
Measurement Period WesBanco, Nasdaq Stock Nasdaq Russell Russell
(Fiscal Year Covered) Inc. Market Banks 2000 Financial
- --------------------- --------- ------------ ------ ------- ---------
1993 100 100 100 100 100
1994 85.568 97.752 99.636 96.817 100.618
1995 102.388 138.256 148.383 122.190 139.721
1996 123.442 170.015 195.908 140.226 180.003
1997 176.163 208.580 328.018 169.001 244.854
1998 178.494 293.209 324.902 163.177 227.234
Assumes $100 Invested on * Total Return Assumes Reinvestment
January 1, 1993 of Dividends
** Fiscal Year Ending December 31
Equities markets have shown significant strength in certain sectors
during the past several years. These sectors, such as technology and
internet stocks, have grown in size and importance to the various indexes,
to which Wesbanco has historically matched its performance. Included in the
1998 performance chart are indexes which more closely reflect the type of
organization to which Wesbanco compares. The Russell 2000 Index includes mid
cap stocks ranked by market capitalization from 1001 to 3000. Stocks in this
index are comparable in market capitalization to Wesbanco. The Russell 2000
Financial Services Index includes 434 stocks of companies in banking,
insurance, finance and related industries. The type of business and size of
these companies in this index are comparable to Wesbanco. In subsequent
years the Nasdaq and Nasdaq Bank indexes will be deleted from the performance
chart since the indexes do not reflect the appropriate type of business nor
the market capitalization of Wesbanco.
<PAGE> 17
Pension Plan Benefits
Estimated Annual Benefits Upon Retirement to Persons in
Specified Remuneration and Years-of-Service Classifications
-----------------------------------------------------------
Remuneration ($) 15 20 25 30 35
- ---------------- ------- ------- ------- ------- -------
85,000 19,408 25,877 32,347 38,816 45,285
95,000 22,018 29,357 36,697 44,036 50,000
105,000 24,628 32,837 41,047 49,256 50,000
120,000 28,543 38,057 47,572 50,000 50,000
130,000 31,153 41,537 50,000 50,000 50,000
140,000 33,763 45,017 50,000 50,000 50,000
150,000 36,373 48,497 50,000 50,000 50,000
160,000 38,983 50,000 50,000 50,000 50,000
175,000 38,983 50,000 50,000 50,000 50,000
200,000 38,983 50,000 50,000 50,000 50,000
250,000 38,983 50,000 50,000 50,000 50,000
300,000 38,983 50,000 50,000 50,000 50,000
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: $249,378.26; Mr. Mildren:
$213,849.11; Mr. Limbert: $168,219.94; Mr. Yaeger: $163,204.79; and Mr.
Schmitt: $142,023.42. The estimated years of service for each named executive
are as follows: Mr. George: 15.583; Mr. Mildren: .75, Mr. Limbert: 21.666;
Mr. Yaeger: 26.333; and Mr. Schmitt: 26.000. 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.
Change in Control Arrangements
------------------------------
Effective November 1, 1996, Commercial BancShares, Inc. ("Commercial"),
a company acquired by merger with a wholly owned subsidiary of the Corporation,
entered into employment continuity agreements with Mr. Mildren, Jr. and Mr.
Johnson. The agreements have identical provisions and became operative
upon a change in control of Commercial, which occurred on March 31, 1998,
with the acquisition by the Corporation.
Under the agreements, the Corporation will continue to employ the
executive for three years, or until his normal retirement date, whichever is
earlier. During that period, the terms and conditions of the executive's
employment, including salary, bonuses, and employee benefit plans and
programs, are fixed as of the day before the control change date. The
executive is entitled to continued compensation if the executive's employment
terminates during the employment period, but subject to executive's offer to
work that is rejected by the Corporation. The executive is entitled to
continued compensation equal to three times the executive's base period
income (paid in 36 monthly installments) if the executive is terminated by
the Corporation without cause ("cause" being limited to executive's acts of
theft, embezzlement, fraud, or moral turpitude), or if executive voluntarily
terminates
<PAGE> 18
employment within six months after (a) the executive does not receive salary
increases, bonuses, and incentive awards comparable to the salary increases,
bonuses, and incentive awards the executive received in prior years or, if
greater, that other executives in comparable positions receive in the current
year, or (b) executive's compensation or employment related benefits are
reduced; or (c) executive's status, title(s), office(s), working conditions
or management responsibilities are diminished; or (d) executive's place of
employment is changed in any way without Executive's consent. Within 12
months after a change in control, the executive may voluntarily terminate his
employment with the Corporation and, in such event, will be entitled to
receive continued compensation equal to his base period income, paid in 12
equal monthly installments, and shall be free from the covenants not to
compete which are operative under other events of termination.
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 $364,000.00 in cash was allocated
and paid for such bonuses for the year 1998.
Compensation Committee Report
-----------------------------
Members of the Compensation Committee consist of the non-salaried members
of the Executive Committee and two additional members of the Board of Directors
and include Messrs. Criss, Molnar, Witschey, Hobbs, Nelson, Strauss, Riederer
and Tanner, 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 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, including total shareholder return, 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 1998 included
the overall salary administration program of the Corporation, the substantial
reorganizational work involved in recent acquisitions, 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 1997 placed him in the twentieth
percentile, compared to the Corporation's return on average assets ranking
which placed it in the seventy-fifth percentile. The Corporation's return on
average assets was 1.30% compared to the Peer Group's average return of 1.13%.
Additionally, the Corporation's return on average equity was 9.38% compared
to the Peer Group's average return of 12.27%. This latter comparison was
achieved even though the Corporation's equity to assets was 13.95% compared
to the Peer Group's average of 9.29%. The Committee also considered that the
ratio of non-performing assets to total assets for the Corporation was .65%
which was consistent with the average for the Peer Group of .58%. Finally,
the Committee considered the total shareholder return of 42.61% for the year
1997 compared to the Peer Group's total return of 66.77%.
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.
<PAGE> 19
COMPENSATION COMMITTEE
James C. Gardill, Chairman Christopher V. Criss
William E. Witschey Eric Nelson
Roland L. Hobbs Carter W. Strauss
Robert H. Martin Reed J. Tanner
Richard K. Riederer George M. Molnar
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.
George M. Molnar served as President of the Weirton Division of Wesbanco
Bank Wheeling until August 29, 1997. He continues to serve as a member of the
Board of Directors and Executive Committee of the Corporation, until the
expiration of his current term on April 21, 1999. Under Wesbanco's Bylaws,
Mr. Molnar is not eligible for re-election.
James C. Gardill, also a member of the Compensation Committee, serves as
Chairman of the Board of the Corporation and receives a fixed annual fee for
such position. Mr. Gardill does not participate in the annual bonus program
or other benefit programs of the Corporation. 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 1998 fees aggregating $427,899.00
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).
Commercial BancShares, acquired on March 31, 1998, had a KSOP Plan which
included provisions which are similar to Wesbanco's Plan. As of January 1,
1999, the Commercial KSOP was merged into Wesbanco's KSOP. Certain provisions
of the Commercial KSOP were merged into Wesbanco KSOP for the benefit of
Commercial employees who were hired by Commercial prior to January 1, 1999.
These provisions, where different from Wesbanco provisions, are explained in
the appropriate paragraphs. All employees of Wesbanco, together with all
employees of the subsidiary companies which adopt the Plan, are eligible to
participate in the ESOP portion of the Plan upon completion of a year of
service and attaining age 21. The 401(k) eligibility provisions permit
participation in the first calendar quarter subsequent to employment. As of
January 1, 1999, all affiliates 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 Administration Committee of
the ESOP 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 Plan Trust holds 657,419 shares or 3.2% of
Wesbanco Common Stock, all of which is allocated to specific employee accounts
as of December 31, 1998. The ESOP currently has no outstanding balance on
the line of credit from an affiliated financial institution. The loan
originated in 1995 and is structured as a revolving line of credit, and the
unpaid balance of any borrowing 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 is to be paid in full or refinanced. The
ESOP is required to pledge the shares of employer securities purchased with
the proceeds of the loan as security for the loan.
<PAGE> 20
Wesbanco guaranteed the loan issuing a contribution commitment letter. Prior
borrowings have all been repaid. As securities were allocated to the accounts
of participating employees, and the loan balance paid down, they were 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 ESOP accounts upon retirement, death
or disability or upon completion of five years of service from and after
December 31, 1986, or, with respect to affiliates which did not have a similar
type of plan prior to their merger with Wesbanco five years from the date of
initial participation. The Commercial KSOP vesting schedule for all employer
contributions was graduated based upon years of service. Vesting for
Commercial employees was 20% vested at two years of service; 40% at three
years; 60% at four years; 80% at five years and 100% at six years. Commercial
participants with at least three years of serve will be permitted to elect the
Commercial or Wesbanco vesting schedule. Distributions upon retirement, death
or disability are normally made in the form of substantially equal annual
installments over a period of 10 years commencing as soon as practicable after
such retirement, death or disability. Distributions are permitted by the
Commercial KSOP to allow for installments calculated using the remaining life
expectancy of either the participant or a beneficiary who is a spouse.
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. Commercial's KSOP allowed distribution upon other separation from
service to be made as soon as practicable after the most recent valuation.
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 portion of the Plan will be invested and accounted
for primarily in shares of employer securities. However, from time to time,
the ESOP 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 1998, Wesbanco contributed a total of $1,046,000.00 to
the Plan 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 1998:
Value of
Name Shares Allocated Allocated Shares
- ---- ---------------- ----------------
Edward M. George 171 $ 5,045
William E. Mildren, Jr. 185 $ 5,458
Paul M. Limbert 171 $ 5,045
Dennis P. Yaeger 171 $ 5,045
Jerome B. Schmitt 171 $ 5,045
Officers of the
Corporation
(24 persons)
as a group 2,522 $ 74,399
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
1998 the maximum amount is $10,000.00). 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. As of January 1, 1999, all Commercial employee
pre-tax
<PAGE> 21
elective deferrals and all matching employer contributions were 100% vested.
KSOP contributions are invested by the employee selecting the percentage of
contributions to be invested among ten (10) different investment funds. As
of January 1, 1999, matching employee contributions will be made in employer
securities.
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 1998, the Board of 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. No annual or meeting fees are paid to Directors who are also
active officers of the Corporation or any of its Affiliates. Fees in the total
amount of $84,300.00 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 1998. In addition, fees in the aggregate
amount of $47,000.00 were credited to the accounts of those Directors who
have elected to participate in the Wesbanco, Inc. and All Affiliate Banks
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, Roland L.
Hobbs, Robert H. Martin, Carter W. Strauss, Christopher V. Criss, George M.
Molnar, Reed J. Tanner, Richard K. Riederer, Eric Nelson 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
overall salary and benefit costs, and the Performance Based Key Executive
Bonus and Option Plan.
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, and Robert H. Martin. The Committee meets only when
vacancies are to be filled. 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
1998 were Carter W. Strauss, Chairman, Ray A. Byrd, Reed J. Tanner, James D.
Entress, Frank K. Abruzzino, William E. Witschey, and Rizal V. Pangilinan.
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 1998. The Corporation's independent accountant attended all
the meetings, 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 Ernst & Young LLP concerning the year-end audit, and the reports of the
Internal Auditor concerning the results of the examinations of the accounting
controls and procedures reviewed 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, 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> 22
Proposals of Stockholders for
Presentation at Next Year's
Annual Meeting, to be Held April 19, 2000
Proposals which stockholders intend to present at next year's annual
meeting, to be held on Wednesday, April 19, 2000, 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 19, 1999.
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 independent accountant for the Corporation
and all affiliates for the year 1998. The services rendered by Ernst & Young
during the year 1998 consisted primarily of auditing and tax services. 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 19, 1999.
<PAGE> 23
[WESBANCO LOGO]
March 19, 1999
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 21, 1999, 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. Also enclosed
is an attendance card. Please fill out and return this card only if you plan
to attend the meeting in person.
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/mrg
Enclosure
<PAGE> 24
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 21, 1999
The undersigned hereby constitutes and appoints R. Peterson Chalfant,
Roland L. Hobbs, 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 21, 1999, at 4:00 p.m., and at any 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:
(Continued on other side)
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
WESBANCO, INC.
April 21, 1999
Please mark your votes
- ------- as in this example
FOR ______ WITHHELD______
(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:
____________________________________
NOMINEES:
For a term of three years expiring at the
annual stockholders meeting in 2002:
James G. Bradley R. Peterson Chalfant
John H. Cheffy John W. Kepner
Frank R. Kerekes Robert H. Martin
Joan C. Stamp James W. Swearingen
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.
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.
Signature(s) _______________________ (SEAL)____________________ (SEAL)
DATE: __________, 1999
(Note: 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.)
