AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 17, 1999
Registration No. 333-06467
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
POST EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------
WESBANCO, INC.
(Exact name of registrant as specified in its Charter)
WEST VIRGINIA 6711 55-0571723
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer ID No.)
Classification Code No.)
1 BANK PLAZA
WHEELING, WV 26003
(304) 234-9000
(Address, including zip code, and telephone number,
including area code, of registrant's principal
executive offices)
EDWARD M. GEORGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
WESBANCO, INC.
1 BANK PLAZA
WHEELING, WV 26003
(304) 234-9202
(Name and Address, including Zip Code, and
Telephone Number, including Area Code, of Agent for Service)
-----------------
With Copies To:
JAMES C. GARDILL, ESQUIRE J. ROBERT VAN KIRK, ESQUIRE
PHILLIPS, GARDILL, KAISER & ALTMEYER KIRKPATRICK & LOCKHART LLP
61 - 14TH STREET 1500 OLIVER BUILDING
WHEELING, WV 26003 PITTSBURGH, PA 15222
(304) 232-6810 (412) 355-6480
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. \X\
If any of the securities being registered on the Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with the dividend or
interest reinvestment plans, check the following box. \ \
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act Registration Statement Number of the earlier
effective Registration Statement for the same offering. \ \
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
Registration Number of the earlier effective Registration Statement for the same
offering. \ \
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. \ \
CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF ADDITIONAL PROPOSED PROPOSED AMOUNT OF
EACH CLASS OF SECURITIES SHARES MAXIMUM MAXIMUM ADDITIONAL
TO BE REGISTERED TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) PER UNIT(2) OFFERING FEE
PRICE
================================================================================
Common Stock
($2.0833 par value) 550,000 shares $26.875 $14,781,250.00 $4,109.19
par value) shares
================================================================================
(1) Wesbanco, Inc. registered 150,000 shares of Common Stock on June 20,
1996 and paid an initial registration fee of $1,383.62.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) on the basis of the average of the high and low reported
sales price of the Registrant's common stock on the Nasdaq Stock Market on
September 14, 1999.
<PAGE>
PROSPECTUS
WESBANCO, INC.
DIVIDEND REINVESTMENT PLAN
700,000 SHARES OF COMMON STOCK ($2.0833 PAR VALUE)
This Prospectus relates to 700,000 shares of Common Stock, par value
$2.0833 (the "Common Stock") of Wesbanco, Inc. (the "Corporation") registered
for purchase under the Wesbanco, Inc. Amended Dividend Reinvestment and Stock
Purchase Plan (the "Plan"). The Corporation is registering 700,000 shares for
issuance pursuant to the Plan. The Plan provides each holder of Common Stock
with a simple and convenient method of purchasing additional shares without
payment of any brokerage commission, service charge or other similar expense. A
participant in the plan may elect to reinvest dividends on all or a portion of
his or her shares of Common Stock. A participant may withdraw from the Plan at
any time.
The purchase price of shares purchased by a participant in the Plan with
reinvested dividends on any Investment Date (as hereinafter defined) will be the
weighted average price of all such shares purchased pursuant to the Plan that
month, computed to three decimal places. The Corporation may, in its discretion,
as to reinvested dividends on the shares of Common Stock, and optional cash
payments, direct the purchase of authorized but unissued shares, or treasury
shares, of Common Stock directly from the Corporation or direct the purchase of
shares in market transactions. Market transactions may be conducted in the
over-the-counter market or may be negotiated transactions and on such terms as
price, delivery and otherwise as the Plan Administrator may determine. To the
extent shares of Common Stock are purchased directly from the Corporation, the
Corporation will receive additional funds for general corporate purposes. Market
transactions will provide no new funds to the Corporation.
Each participant should recognize that neither the Corporation nor the
Plan Administrator (as defined in the answer to Question 2 below) can provide
any assurance that shares purchased under the Plan will, at any time, be worth
more or less than their purchase price.
The Plan does not represent a change in the dividend policy of the
Corporation, which will continue to depend on earnings, financial requirements
and other factors. Shareholders who do not wish to participate in the Plan will
continue to receive cash dividends as declared by check or direct deposit in the
usual manner. It is suggested that this Prospectus be retained for future
reference.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this Prospectus is September 17, 1999.
<PAGE>
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information filed by the Corporation with the Commission
can be inspected and copied at the public reference facilities maintained by the
Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
and the Commission's Regional Offices at 7 World Trade Center, Suite 1300, New
York, NY 10048, and Northwestern Atrium Center, 500 West Madison Street, Suite
1400, Chicago, IL 60661-2511. Copies of such material can be obtained from the
Public Reference Section of the commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. In addition, registration
statements and certain other documents filed with the Commission through its
Electronic Data Gathering, Analysis and Retrieval ("EDGAR") system are publicly
available through the Commission's site on the World Wide Web, located at
http://www.sec.gov. The Common Stock is listed on the Nasdaq National Market.
Reports and other information concerning the Corporation can be inspected and
copied at the following office location: The Nasdaq Stock Market, 1735 K Street
NW, Washington, D.C., 20006-1500.
This Prospectus does not contain all of the information in the
Registration Statement on Form S-3 filed with the Commission of which this
Prospectus is a part. Certain portions of the Registration Statement have been
omitted in accordance with the rules and regulations of the Commission. For
further information with respect to the Corporation and the securities offered
hereby, reference is made to the Registration Statement, including the exhibits
thereto.
The Corporation will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request by such person, a copy of any or all documents incorporated herein by
reference (other than certain exhibits to such documents). Written requests
should be directed to Larry G. Johnson, Secretary, Wesbanco, Inc., One Bank
Plaza, Wheeling, WV, 26003. Telephone requests may be directed to the
Corporation at (304) 234-9201.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR THE SOLICITATION OF AN
OFFER TO BUY, THE SECURITIES TO WHICH THIS PROSPECTUS RELATES IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR
SOLICITATION IN SUCH JURISDICTION. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATION OTHER THAN AS CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS AND, IF
GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
HEREUNDER SHALL UNDER ANY CIRCUMSTANCES IMPLY THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF THE CORPORATION SINCE THE DATE HEREOF. IN THAT CONNECTION,
REFERENCE IS MADE TO THE SECTION OF THIS PROSPECTUS CAPTIONED "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE."
<PAGE>
TABLE OF CONTENTS
PAGE
The Corporation........................................................... 4
The Plan.................................................................. 4
Description of the Plan................................................... 4
What Is the Purpose of the Plan?..................................... 4
Who Administers the Plan?............................................ 4
Who Is Eligible to Participate in the Plan?.......................... 5
When May, and How Does, an Eligible Stockholder Participate?......... 5
When Will Purchases of Shares Be Made?............................... 5
What Are the Investment Options?..................................... 6
What Are the Limits and Procedures on Voluntary Cash Payments?....... 6
What Will Be the Price of the Stock?................................. 6
How Many Shares of Common Stock Will Be Credited to
Participants?..................................................... 6
Are There Any Fees or Expenses Incurred By Participants In
the Plan?......................................................... 6
Will Certificates Be Issued for Common Stock Purchased?.............. 7
In Whose Name Will Certificates Be Registered When Issued to
Participants?..................................................... 7
How Does a Participant Withdraw From the Plan?....................... 7
What Happens When a Portion of a Participant's Stock Is Sold
or Transferred?................................................... 8
What Happens If Wesbanco issues a Stock Dividend, Declares a
Stock Split, or Has a Rights Offering?............................ 8
How Will a Participant's Stock Be Voted at Meetings of
Shareholders...................................................... 8
What Reports Will Be Sent to Participants in the Plan?............... 8
Who Interprets and Regulates the Plan?............................... 8
May the Plan Be Modified or Terminated?.............................. 8
What is the Tax Status of Reinvested Cash Dividends and Shares of
Stock Acquired Through the Plan?.................................. 8
Use of Proceeds........................................................... 9
Experts................................................................... 9
Legal Opinion............................................................. 9
Indemnification........................................................... 10
Incorporation of Certain Documents by Reference........................... 10
- 3 -
<PAGE>
THE CORPORATION
Wesbanco, Inc. (the "Corporation") is a multi-bank holding company
chartered under the laws of the State of West Virginia. It has four banking
subsidiaries located in Wheeling, Fairmont, Parkersburg, and Charleston in West
Virginia, with offices in West Virginia and Ohio. On a consolidated basis, at
June 30, 1999, the Corporation had total assets of approximately $2.2 billion;
net loans of approximately $1.4 billion; deposits of approximately $1.8 billion;
and shareholders' equity of approximately $285 million. As of June 30, 1999, the
Corporation had approximately 6,000 shareholders and approximately 21,000,000
shares outstanding. The principal executive office of the Corporation is located
at One Bank Plaza, Wheeling, WV 26003. Its telephone number is (304) 234-9000.
Additional information concerning the Corporation and its business activities is
contained in the incorporation documents to which reference is hereby made.
The following, in a question and answer format, are the provisions of the
Wesbanco, Inc. Amended Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). Those holders of the Corporation's common stock who do not participate
in this Plan will continue to receive cash dividends, if and when declared.
THE PLAN
The Plan described herein provides holders of record of Wesbanco Common
Stock ("Common Stock") with a simple and convenient method of investing all or
part of their cash dividends and voluntary cash payments in additional shares of
Common Stock without payment of any brokerage commission or service charge. The
Plan will be administered by Fifth Third Bank (the "Administrator"). Previously,
the Plan was administered by American Stock Transfer & Trust Company.
The price per share will be the weighted average price of all shares
purchased pursuant to the Plan that month computed to three decimal places.
Shares will be purchased by the Administrator with the proceeds of any single
dividend together with all voluntary cash payments being concurrently applied by
the Administrator during the month in which the purchase is made. See
"DESCRIPTION OF THE PLAN - 8. WHAT WILL BE THE PRICE OF THE STOCK?" The Plan
does not constitute a guarantee of future dividends, which will depend on
earnings, financial requirements and other factors.
DESCRIPTION OF THE PLAN
The Plan, approved by the Corporation's Board of Directors, consists of
the following numbered questions and answers:
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of Common Stock
with a simple and convenient method of investing all or part of their cash
dividends and voluntary cash payments in additional Common Stock without payment
of any direct brokerage commission or service charge. The Plan may purchase
shares in the open market or negotiated transactions, or may purchase treasury
shares or newly issued shares directly from the Corporation. Open market
purchases may either be made by the Administrator, or an independent
unaffiliated agent of the Corporation (the "agent") (See "6. WHAT ARE THE
INVESTMENT OPTIONS?").
2. WHO ADMINISTERS THE PLAN?
Fifth Third Bank, the Administrator, administers the Plan for
participants, makes purchases of shares of Common Stock for the participants and
handles all communications concerning the Plan, and also performs all other
administrative functions such as record-keeping, preparation of statements of
account for participants, and other clerical duties. The Administrator may also
appoint a third-party agent to make purchases of shares of Common Stock on
behalf of the Plan. In accordance with each stockholder's authorization, the
Administrator will:
(a) Apply all or part of the cash dividends on the shares of Common
Stock held by the participant, and on any shares acquired by the
participant under the Plan, to purchase shares of Common Stock for such
participant, and/or
(b) Apply all voluntary cash payments of $10 to $5,000 per quarter
received from the participant, who is a holder of one or more shares of
Common Stock, together with cash dividends on shares acquired for such
participant under the Plan, to the purchase of shares of Common Stock for
the participant's account.
- 4 -
<PAGE>
The number of shares that will be purchased for a participant's account
will depend on the amount of any dividends, and/or voluntary cash payments, and
the applicable purchase price of the Common Stock. Your account will be credited
with the number of shares (including any fractional share computed to three
decimal places) that results from dividing the amount of your dividends and/or
voluntary cash payments by the weighted average price of the shares purchased
for all participants. The amount of your dividends for purposes of this
computation will include cash dividends payable on all shares which you have
elected to have participate in the Plan, and shares in your Plan account.
The Administrator shall not be liable under the Plan for any act done in
good faith or for any good faith omission to act including, without limitation,
any claims for liability (1) arising out of failure to terminate a participant's
participation in the Plan upon the participant's death prior to receipt of
notice in writing of such death, and (2) with respect to the prices at which
shares are purchased for participant accounts, and the times when such purchases
are made. All correspondence regarding the Plan should refer to Wesbanco, and be
addressed to Wesbanco Dividend Reinvestment Plan, c/o Corporate Trust Services,
P.O. Box 631444, Cincinnati, Ohio 45263-1444, Phone: (800) 837-2755 or (513)
579-5320.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any holder of record of Common Stock is eligible to participate in the
Plan. Beneficial owners of stock whose shares are held in registered names other
than their own, such as trustees, bank nominees, or brokers, must arrange for
the holder of record to participate in the Plan or have the shares transferred
to their own name before enrolling in the Plan. The Corporation reserves the
right to exclude participation by shareholders who reside in jurisdictions,
other than West Virginia, having laws or regulations that impose conditions that
the Corporation finds unacceptable to its making the Plan available in such
jurisdictions or who fail to provide documentation acceptable to the Corporation
of their state or country (if other than the United States) of residence.
Consequently, the Plan may not be available to shareholders who live in some
states other than West Virginia or in countries other than the United States. A
holder of record who wishes to participate in the Plan must certify the holder's
state or country (if other than the United States) of residence in the
Authorization Form and undertake to notify the Administrator if such state or
country of residence changes. Upon receipt of the Authorization Form, the
Administrator will notify the holder of record within a reasonable time if the
Plan is not available in the state or country where the holder resides.
4. WHEN MAY, AND HOW DOES, AN ELIGIBLE STOCKHOLDER PARTICIPATE?
Any eligible shareholder may join the Plan at any time by completing the
Authorization Form and returning it to the Administrator.
5. WHEN WILL PURCHASES OF SHARES BE MADE?
The date on which dividends and voluntary cash payments will begin to be
invested (the "Investment Date") will be the payment date of the quarterly
dividend of the Corporation. Dividend payment dates for Common Stock are
expected to be the 1st day of each January, April, July and October.
For the purpose of making purchases, the Administrator will commingle each
participant's funds with those of other holders of Common Stock who are
participants in the Plan. The Administrator will make every effort to invest
dividends and voluntary cash payments promptly, beginning on each Investment
Date and in no event later than thirty (30) days from such date, except where
delay is necessary or appropriate under any applicable federal securities laws.
No interest will be paid on funds held by the Administrator prior to investment.
All voluntary cash payments (as above limited) shall be invested within thirty
(30) days of such date or returned to the participant if insufficient stock is
available.
Any voluntary cash payment will be refunded if the participant's written
request for a refund is received by the Administrator not less than 48 hours
before the next succeeding Investment Date.
Authorization Forms for the reinvestment of dividends received by the
Administrator on or prior to the record date for a dividend payment will cause
dividends to begin to be reinvested with that dividend payment.
- 5 -
<PAGE>
6. WHAT ARE THE INVESTMENT OPTIONS?
The Authorization Form provides for the purchase of additional Common
Stock through the following investment options:
OPTION 1. Reinvest dividends on all of the shares of Common Stock
registered in shareholder's name.
OPTION 2. Reinvest dividends on part of the shares of Common Stock
registered in shareholder's name.
OPTION 3. Invest voluntary cash payments participants may choose to
make of not less than $10 nor more than $5,000 per quarter.
Under all options, dividends on all shares credited to the participant's
account and held by the Plan Administrator shall be automatically reinvested.
7. WHAT ARE THE LIMITS AND PROCEDURES ON VOLUNTARY CASH PAYMENTS?
Voluntary cash payments are limited to a minimum of $10 and a maximum of
$5,000 per quarter. No interest will be paid on voluntary cash payments held by
the Administrator prior to their investment. No such payments may be made prior
to the record date of the next quarterly dividend, nor subsequent to the payment
date for such quarterly dividend.
Participants may also make optional investments by quarterly electronic
funds transfer. A participant may instruct the Administrator to arrange for
automatic deductions once a quarter from a participant's designated account at a
qualified institution by requesting an Automatic Debit Authorization Form from
the Administrator. Automatic debits must be at least $10 per investment and
cannot exceed $5,000 per quarter. The participant's designated account will be
debited on or about the last business day prior to the quarterly Investment
Date. Automatic Debit Authorization forms to initiate automatic debits received
after the first day of the quarter will be processed the following quarter.
8. WHAT WILL BE THE PRICE OF THE STOCK?
Shares of Common Stock may be purchased in the over-the-counter market, in
negotiated transactions, or directly from the Corporation, and may be subject to
such terms and conditions with respect to price, delivery, etc., as the
Administrator may require. Neither the Corporation nor any shareholder shall
have any authority or power to direct the time or price at which shares may be
purchased, or the selection of the broker or dealer through or from whom
purchases are to be made. The price per share purchased for each participant's
account in any month shall be the weighted average price of all such shares
purchased that month, computed to three decimal places. Open market purchases
may be made on such terms as to price, delivery or otherwise as the
Administrator or, if any agent has been appointed by the Administrator, as the
agent may determine. The purchase price of shares of Common Stock purchased from
the Corporation shall be an amount equal to the average of the closing bid and
ask price as reported on the Nasdaq Stock Market on the five business days
preceding each Investment Date. See "20. WHAT IS THE TAX STATUS OF REINVESTED
CASH DIVIDENDS AND SHARES OF STOCK ACQUIRED THROUGH THE PLAN?"
9. HOW MANY SHARES OF COMMON STOCK WILL BE CREDITED TO PARTICIPANTS?
Each participant's account will be credited with that number of shares of
Common Stock equal to the amounts to be invested on behalf of the participant
divided by the applicable purchase price computed to three decimal places. In
the case of foreign shareholders, and those shareholders subject to backup
withholding, any amounts required to be withheld for tax purposes will be
deducted prior to reinvestment.
10. ARE THERE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
A participant will incur no brokerage commissions or service charges for
purchases made under the Plan. Certain charges as described in the answer to
Question 13 may be incurred upon withdrawal from the Plan or upon termination of
the Plan.
- 6 -
<PAGE>
11. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED?
Common Stock purchased under the Plan will be held by the Administrator
and registered in the name of the nominee of the Administrator as agent for
participants in the Plan. Certificates for shares of such stock will not be
issued to participants unless and until requested. The number of shares credited
to an account under the Plan will be shown on the participant's periodic
statement of account. Neither the Administrator nor its nominee will have any
responsibility for the value per share of the stock after it is purchased.
Certificates for any number of whole shares credited to an account under
the Plan will be issued without charge to a participant after receipt of a
written request from a participant who wishes to remain in the Plan. This
request should be mailed to the Plan Administrator. Any remaining shares will
continue to be credited to the participant's account. Certificates for
fractional shares will not be issued under any circumstances. Participants may
also deposit Common Stock certificates registered in their names for credit as
Common Stock held in their account under the Plan ("credited"). There is no
charge for such deposits. Because you bear the risk of loss in sending stock
certificates to the Administrator, it is recommended that your certificates be
sent by registered mail, return receipt requested, and properly insured.
Certificates should not be endorsed. Whenever certificates are issued to you
either upon your request or upon termination of your participation, new
differently numbered certificates will be issued.
When a certificate is issued by the Administrator in the name of a
participant in the Plan, the automatic dividend reinvestment feature of the Plan
with respect to the shares of Common Stock represented by such certificates will
continue only if the reinvestment of dividends on all shares has been elected on
the Authorization Form or if the participant authorizes the reinvestment of the
dividends on the shares represented by that certificate by submitting a new
Authorization Form.
Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in the participant's name.
Certificates for fractions of shares will not be issued under any
circumstances. In the event a participant elects to terminate participation in
the Plan, any fractional share will be distributed through a cash payment based
on the open market price of the Corporation's stock determined on the Nasdaq
Stock Market for the Friday next following the day the withdrawal request is
received.
12. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED TO PARTICIPANTS?
Accounts under the Plan are maintained in the names in which certificates
of the Participants were registered at the time they entered the Plan.
Consequently, certificates for shares of Common Stock will be similarly
registered when issued to participants.
13. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time by notifying the Plan
Administrator in writing. To be effective on any given dividend payment date,
the notice must be received by the Plan Administrator before the record date for
that payment. In the event of withdrawal, or in the event of termination of the
Plan, certificates for whole shares of Common Stock credited to a participant's
account under the Plan will be delivered to the participant. Any fractional
share credited to the participant's account will be distributed by the
Administrator through a cash payment based on the open market price of the
Common Stock determined on the Nasdaq Stock Market for the Friday next following
the day the withdrawal request is received.
Alternatively, a participant may request the Administrator to sell all
shares, or part of the shares credited to the participant's account under the
Plan. In that case, the sale will be made as promptly as practicable after
receipt by the Administrator of the request. If a participant elects to sell all
full shares credited to the participant's account, any remaining fractional
shares will automatically be distributed as an additional cash payment as above
described. The participant will receive the proceeds of the sale less any
related brokerage commissions, and deductions for backup withholding, if
applicable.
- 7 -
<PAGE>
14. WHAT HAPPENS WHEN A PORTION OF A PARTICIPANT'S STOCK IS SOLD OR
TRANSFERRED?
If a participant disposes of a part of the Common Stock registered in
participant's name, dividends on the remaining shares, to the extent authorized,
including all shares credited under the Plan, will continue to be reinvested.
15. WHAT HAPPENS IF WESBANCO ISSUES A STOCK DIVIDEND, DECLARES A STOCK SPLIT,
OR HAS A RIGHTS OFFERING?
Any shares of Common Stock distributed by the Corporation as a stock
dividend on shares of Common Stock credited to an account under the Plan, or
upon any split of such stock, will be credited to the account. Stock dividends
or splits distributed on all other shares held by a participant and registered
in a participant's own name will be mailed directly to the participant. In the
event that the Corporation makes available to its holders of Common Stock rights
to subscribe to additional shares, debentures, or other securities, the shares
credited to an account under the Plan will be added to other shares held by the
participant in calculating the number of rights to be issued to such
participant.
16. HOW WILL A PARTICIPANT'S STOCK BE VOTED AT MEETINGS OF SHAREHOLDERS?
Each participant will have the sole right to vote shares purchased for
such participant which are held by the Administrator under the Plan on the
record date for a vote. Participants under the Plan who are registered holders
of Common Stock will receive only one proxy which will include any shares
credited to an account under the Plan.
17. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
A statement describing any dividends invested, the number of shares of
Common Stock purchased, the price per share, and the total shares of Common
Stock accumulated under the Plan will be mailed to each participant by the Plan
Administrator as soon as practicable after completion of each investment for a
participant's account. Dividends paid on the accumulated shares, and fees and
brokerage commissions paid on each participant's behalf by the Corporation, will
be included in the Form 1099 DIV information return to the Internal Revenue
Service. A separate Form 1099 DIV will be sent for each class of stock covered
in the Plan. Presently, only Common Stock is covered by the Plan.
In addition, each participant will receive a copy of each communication
sent generally to holders of Common Stock.
18. WHO INTERPRETS AND REGULATES THE PLAN?
The Administrator interprets the Plan. The terms, conditions, and
operations of the Plan are governed by the laws of the State of West Virginia.
19. MAY THE PLAN BE MODIFIED OR TERMINATED?
The Administrator and Wesbanco may agree from time to time to amendments
and modifications of the Plan.
The Administrator, for whatever reason, at any time as it may determine in
its sole discretion, may terminate a participant's participation in the Plan
(and will terminate the Plan upon request by Wesbanco) after mailing a notice of
intention to terminate to the participant affected at the address appearing on
the Administrator's records. Upon termination, participants will receive a check
for the cash value of any fractional share and certificates for the full shares
of Common Stock in the participant's account unless the sale of all or part of
such shares is requested by the participant. Such sale will be made as set forth
in answer to Question 13 with respect to withdrawal from the Plan.
20. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF STOCK
ACQUIRED THROUGH THE PLAN?
ACQUISITION OF COMMON STOCK UNDER THE PLAN: For Federal Income Tax
purposes, participants who have their cash dividends reinvested in Common Stock
under the Plan will be treated the same as nonparticipants with respect to
dividends on their shares. Participants will be treated as having received on
each dividend payment date, the full amount of the cash dividends for that
dividend payment date, even though the dividends are not actually received in
cash but instead are applied to the purchase of shares for their accounts.
- 8 -
<PAGE>
Each participant's tax basis in the shares of Common Stock purchased will
be equal to the amount of the cash dividends applied to the purchases of such
shares.
The Internal Revenue Service has ruled that brokerage commissions and
service charges paid by a corporation on a participant's behalf in connection
with stock purchased in the open market, as under this Plan, will be treated as
distributions subject to Federal Income Tax in the same manner as dividends.
However, these rulings further provide that the amount paid to cover service
charges may be deductible by a participant who itemizes deductions on his
Federal Income Tax return and the amount paid for brokerage commissions will be
added to a participant's tax basis for the shares purchased.
DISPOSITIONS OF COMMON STOCK UNDER THE PLAN: No taxable income will be
realized upon a participant's receipt of certificates for whole shares of Common
Stock acquired under the Plan. Gain or loss may be recognized by a participant
when shares are sold or otherwise disposed of in a taxable exchange, whether by
the Administrator on behalf of the participant, or by the participant upon
withdrawal from or termination of the Plan. The amount of such gain or loss will
be the difference between the amount the participant receives for the shares and
his tax basis in such shares. A participant must also recognize gain or loss
upon receipt of a cash payment for a fractional share equivalent credited to the
participant's account upon termination of participation in, or termination of,
the Plan. The amount of gain or loss will be the difference between the amount
that the participant received for the fractional share equivalent, and the tax
basis thereof.
PARTICIPANTS ARE ADVISED TO CONSULT WITH THEIR OWN TAX ADVISERS TO
DETERMINE THE PARTICULAR TAX CONSEQUENCES THAT MAY RESULT FROM THEIR
PARTICIPATION IN THE PLAN AND THE SUBSEQUENT SALE OR OTHER DISPOSITION OF COMMON
STOCK ACQUIRED UNDER THE PLAN. PARTICIPANTS SHOULD ALSO CONSULT THEIR OWN TAX
ADVISERS TO DETERMINE THE EFFECT OF STATE, LOCAL AND FOREIGN TAX LAWS ON THEIR
PARTICIPATION IN THE PLAN.
USE OF PROCEEDS
The Corporation does not know precisely the number of shares of its Common
Stock that it will ultimately sell under the Plan or the prices at which those
shares will be sold. The net proceeds from the sale of Common Stock offered
pursuant to the Plan will be used for general corporate purposes, including
without limitation, investments in and advances to the Corporation's bank
subsidiaries. The amounts and timing of the application of proceeds will depend
upon the funding requirements of the Corporation and its subsidiaries and the
availability of other funds. Shares purchased from the Corporation will provide
additional funds to the Corporation. Shares purchased in market transactions
will provide no new funds to the Corporation.
EXPERTS
The consolidated financial statements of the Corporation incorporated in
this Prospectus by reference to the Annual Report on Form 10-K for the year
ended December 31, 1998, have been so incorporated in reliance on the report of
Ernst & Young LLP, independent auditors, given on the authority of said firm as
experts in auditing and accounting. Documents incorporated herein by reference
in the future will include financial statements, related schedules (if required)
and independent auditor reports, which financial statements and schedules will
have been audited to the extent and for the period set forth in such reports by
the firm or firms rendering such reports, and, to the extent so audited and
consent to incorporation by reference given, will be incorporated herein by
reference in reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
LEGAL OPINION
A legal opinion to the effect that the shares of Common Stock offered
hereby, upon their issuance or sale in accordance with the terms of the Plan,
shall be validly issued, fully paid and non-assessable, has been rendered by the
firm of Phillips, Gardill, Kaiser & Altmeyer.
- 9 -
<PAGE>
INDEMNIFICATION
Under provisions of the Corporation's Bylaws, a director or officer,
whether or not then in office, shall be indemnified by the Corporation against
all costs and expenses reasonably incurred by and imposed upon him in connection
with or resulting from any action, suit, or proceeding, to which he may be made
a party by reason of his being or having been a director of officer of the
Corporation, or any other company which he served at the request of the
Corporation, to the extent and under the terms and conditions provided in the
West Virginia Corporation Act, except in relation to matters as to which a
recovery may be obtained by reason of an officer or director having been finally
adjudged derelict in such action or proceeding in the performance of his duties.
The foregoing right of indemnification shall not be exclusive of other rights to
which he may be entitled as a matter of law. With respect to possible
indemnification of directors, officers and controlling persons of the
Corporation for liabilities arising under the Securities Act of 1933 pursuant to
such provisions, the Corporation has been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Corporation with the Commission under
the Exchange Act are incorporated herein by reference: (a) Annual Report on Form
10-K for the year ended December 31, 1998; (b) quarterly report on Form 10-Q for
the quarterly periods ended March 31, 1999 and June 30, 1999; (c) Corporation's
Current Report on Form 8-K dated June 17, 1999; (d) Corporation's Current Report
on Form 8-K dated May 7, 1999; (e) Corporation's Registration Statement on Form
S-4 filed with the Commission on March 12, 1999, including the description of
the Corporation's Common Stock set forth therein; (f) all other reports filed
pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the fiscal year covered by the Annual Report referred to in (a)
above; and (g) the Proxy Statement dated April 17, 1996, whereby the Amendments
to the Dividend Reinvestment Plan were described to shareholders, and any
amendments or reports filed for the purpose of updating the description of such
Plan.
All documents ubsequently filed by the Corporation after the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act,
prior to the filing of a post-effective amendment which indicates that all
Common Stock offered hereby has been sold or which deregistered such Common
Stock then remaining unsold shall be deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of the filing of such
documents. Any statement or information contained in a document incorporating or
deemed to be incorporated herein, shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement or information
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement or information. Any such statement or information so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
- 10 -
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Other expenses of issuance and distribution of the additional shares
being registered are as follows:
SEC registration fee 4,109.19
Blue Sky fees and expenses 500.00
Printing 1,500.00
Accounting fees and expenses 1,000.00
Legal fees and expenses 2,000.00
Miscellaneous expenses 1,000.00
TOTAL 10,109.19
*Previously, the Corporation incurred $13,883.62 in expenses associated
with the issuance and distribution of shares pursuant to the Registration
Statement on Form S-3, File Number 333-06467, filed on June 20, 1996.
Item 15. Indemnification of Directors and Officers.
West Virginia Code 31-1-9, as amended, provides that a corporation
may indemnify directors and officers against liabilities that they may incur in
such capacities provided that certain standards are met, including good faith
and the belief that the particular action taken was in, or not opposed to, the
best interests of the corporation. In general, the power to indemnify does not
exist in the case of actions against a director or officer by or in the right of
the corporation if the person entitled to indemnification shall have been
adjudicated to be liable for negligence or misconduct in the performance of his
duty to the corporation unless, and only to the extent that the court in which
the suit was brought determines, upon application, that despite the adjudication
of liability, the officer or director is fairly and reasonably entitled to
indemnity for such expenses. Section 31-1-9(c) provides that if the director or
officer is successful on the merits or otherwise in the defense of the action,
he shall be indemnified. Section 31-1-9(f) provides that the foregoing
provisions shall not be deemed exclusive of any other rights to which a person
seeking indemnification may be entitled under any articles, bylaws or any
contract.
The Bylaws of the Corporation provide for the mandatory
indemnification of directors and officers, whether or not then in office,
against all costs and expenses reasonably incurred or imposed in connection with
or resulting from being or having been a director or officer of the Corporation,
or any other company which he served at the request of the Corporation to the
extent provided by the West Virginia Code, except in relating to matters as to
which a recovery may be obtained by reason of any officer or director having
been finally adjudged derelict in such action or proceeding in the performance
of his duties. The Corporation has purchased directors' and officers' liability
insurance covering certain liabilities which may be incurred by the officers and
directors.
II-1
<PAGE>
Item 16. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
NUMBER TITLE PAGE NO.
4.1 Articles of Incorporation of Wesbanco, Inc., *
As Amended (1)
4.2 Wesbanco, Inc. Bylaws (1) *
4.3 Dividend Reinvestment and Stock Purchase Plan *
(3)
4.4 Specimen Certificate of Wesbanco Common Stock *
(2)
5 Legal opinion of Phillips, Gardill, Kaiser &
Altmeyer
23.1 Consent of Ernst & Young LLP
23.2 Consent of Phillips, Gardill, Kaiser & *
Altmeyer (included in Exhibit 5)
24 Powers of Attorney of certain officers and *
directors of the Corporation (incorporated in
the Registration Statement)
99.1 Authorization Form for Participation in the
Dividend Reinvestment Plan
99.2 Letter to Shareholders Concerning the Plan
(1)This Exhibit is being incorporated by reference with respect to a prior
Registration Statement filed by the Corporation on Form S-4 under
Registration No. 333-45709 which was filed with the Securities and Exchange
Commission on February 6, 1998.
(2)This Exhibit is being incorporated by reference with respect to a prior
Registration Statement filed by the Corporation on Form S-4 under
Registration No. 33-42157 which was filed with the Securities and Exchange
Commission on August 9, 1991.
(3) Included in the Prospectus.
Item 17. Undertakings.
The undersigned Corporation hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change t o such
information in the Registration Statement; provided,
however, that paragraphs 1(i) and 1(ii) do not apply if the
information required to be included in a post-effective
a mendment by those paragraphs is contained in periodic
reports filed by the Corporation pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration
Statement.
II-2
<PAGE>
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) That for purposes of determining any liability under the Securities
Act of 1933, each filing of the Corporation's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference in the Registration Statement,
shall be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such securities at that
that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Corporation, pursuant to the provisions set forth in Item 15 hereof, or
otherwise, the Corporation has been advised that in the opinion of the
Securities and Exchange Commission ("Commission"), such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Corporation of expenses incurred or
paid by a director, officer or controlling person of the Corporation in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered and the Commission remains of the same opinion, the Corporation will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed by the
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirement of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing Form S-3 and has duly caused this Post-Effective
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, at Wheeling, West Virginia, on the 17th day of September, 1999.
WESBANCO, INC.
By: /s/ DENNIS P. YAEGER
----------------------------------
Dennis P. Yaeger
Executive Vice President and
Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each of the undersigned directors
and/or officers of Wesbanco, Inc. (the "Corporation"), a West Virginia
corporation, hereby names and constitutes Edward M. George and James C. Gardill,
or either of them acting alone, with full power of substitution, as such
person's true and lawful attorney-in-fact to execute in such person's name,
place and stead, a Post-Effective Amendment to a Registration Statement on Form
S-3 for the registration under the Securities Act of 1933, as amended, of an
additional 550,000 shares of the Corporation's Common Stock, par value $2.0833
per share, to be issued in connection with the Corporation's Dividend
Reinvestment and Stock Purchase Plan adopted by the Corporation's Board of
Directors, and as amended, and to execute in such person's name, place and stead
any and all amendments to said Registration Statement.
And such undersigned persons hereby ratify and confirm all that said
attorneys-in-fact shall lawfully do or cause to be done by virtue hereof.
WITNESS the due execution hereof by the following persons in the
capacities indicated as of the 17th day of September, 1999.
NAME/SIGNATURE CAPACITY
- -------------- --------
/s/ EDWARD M. GEORGE Director, President & Chief
- ---------------------------- Executive Officer
Edward M. George
/s/ JAMES C. GARDILL Director and Chairman of the Board
- ----------------------------
James C. Gardill
/s/ PAUL M. LIMBERT Executive Vice President and
- ---------------------------- Chief Financial Officer (Principal
Financial and Accounting Officer)
II-4
<PAGE>
/s/ JOHN W. KEPNER Director
- ----------------------------
John W. Kepner
/s/ FRANK R. KEREKES Director
- ----------------------------
Frank R. Kerekes
/s/ ROBERT H. MARTIN Director
- ----------------------------
Robert H. Martin
/s/ JAMES G. BRADLEY Director
- ----------------------------
James G. Bradley
/s/ JOAN C. STAMP Director
- ----------------------------
Joan C. Stamp
/s/ JOHN H. CHEFFY Director
- ----------------------------
John H. Cheffy
/s/ JAMES E. ALTMEYER Director
- ----------------------------
James E. Altmeyer
/s/ RICHARD K. RIEDERER Director
- ----------------------------
Richard K. Riederer
/s/ CHRISTOPHER V. CRISS Director
- ----------------------------
Christopher V. Criss
/s/ STEPHEN F. DECKER Director
- ----------------------------
Stephen F. Decker
/s/ ROLAND L. HOBBS Director
- ----------------------------
Roland L. Hobbs
/s/ ERIC NELSON Director
- ----------------------------
Eric Nelson
/s/ REED J. TANNER Director
- ----------------------------
Reed J. Tanner
II-5
<PAGE>
/s/ FRANK K. ABRUZZINO Director
- ----------------------------
Frank K. Abruzzino
/s/ EARL C. ATKINS Director
- ----------------------------
Earl C. Atkins
/s/ RAY A. BYRD Director
- ----------------------------
Ray A. Byrd
/s/ JAMES D. ENTRESS Director
- ----------------------------
James D. Entress
/s/ CARTER W. STRAUSS Director
- ----------------------------
Carter W. Strauss
/s/ JAMES W. SWEARINGEN Director
- ----------------------------
James W. Swearingen
/s/ WILLIAM E. WITSCHEY Director
- ----------------------------
William E. Witschey
/s/ R. PETERSON CHALFANT Director
- ----------------------------
R. Peterson Chalfant
/s/ ERNEST S. FRAGALE Director
- ----------------------------
Ernest S. Fragale
/s/ LARRY G. JOHNSON Director
- ----------------------------
Larry G. Johnson
/s/ WILLIAM E. MILDREN, JR. Director
- ----------------------------
William E. Mildren, Jr.
/s/ THOMAS J. HANSBERRY Director
- ----------------------------
Thomas J. Hansberry
/s/ ROBERT K. TEBAY Director
- ----------------------------
Robert K. Tebay
/s/ J. CHRISTOPHER THOMAS Director
- ----------------------------
J. Christopher Thomas
II-6
<PAGE>
EXHIBIT INDEX
NUMBER TITLE PAGE NO.
4.1 Articles of Incorporation of Wesbanco, Inc., *
As Amended (1)
4.2 Wesbanco, Inc. Bylaws (1) *
4.3 Dividend Reinvestment and Stock Purchase Plan *
(3)
4.4 Specimen Certificate of Wesbanco Common Stock *
(2)
5 Legal opinion of Phillips, Gardill, Kaiser & II-8
Altmeyer
23.1 Consent of Ernst & Young LLP II-9
23.2 Consent of Phillips, Gardill, Kaiser & *
Altmeyer (included in Exhibit 5)
24 Powers of Attorney of certain officers and *
directors of the Corporation (incorporated in
the Registration Statement)
99.1 Authorization Form for Participation in the II-10
Dividend Reinvestment Plan
99.2 Letter to Shareholders Concerning the Plan II-11
(1) This Exhibit is being incorporated by reference with respect to a prior
Registration Statement filed by the Corporation on Form S-4 under
Registration No. 333-45709 which was filed with the Securities and Exchange
Commission on February 6, 1998.
(2) This Exhibit is being incorporated by reference with respect to a prior
Registration Statement filed by the Corporation on Form S-4 under
Registration No. 33-42157 which was filed with the Securities and Exchange
Commission on August 9, 1991.
(3) Included in the Prospectus.
II-7
Exhibit 5
September 17, 1999
Board of Directors
WESBANCO, INC.
1 Bank Plaza
Wheeling, WV 26003
Gentlemen:
This opinion is issued in connection with the filing of Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 (the "Registration
Statement") of Wesbanco, Inc. (the "Corporation") to be filed with the
Securities and Exchange Commission relating to the registration of an additional
550,000 shares of the Corporation's common stock, par value $2.0833 per share
(the "Common Stock"), to be newly issued, or sold from its treasury, to
participants in the Corporation's Amended Dividend Reinvestment and Stock
Purchase Plan (the "Plan").
Our opinion is rendered as of the date hereof and its applicability at
future dates is conditioned upon the nonoccurrence of any event which would
affect the validity of the issuance of the Corporation's Common Stock or the
sale of the Corporation's Common Stock from the Corporation's treasury under the
Plan. With respect to any of the Corporation's Common Stock held as treasury
shares that may be sold, our opinion is also subject to the condition that any
of the Corporation's Common Stock issued subsequent to the date hereof that is
required by the Corporation and sold from its treasury pursuant to the Plan, be
validly issued.
In rendering this opinion, we have reviewed and relief upon the
Corporation's Articles of Incorporation and Bylaws, each as amended to date, the
Registration Statement and the Plan, and upon the proceedings taken by the
Corporation relating to the Plan, including the resolutions adopted by the
Corporation's shareholders and Board of Directors with respect to the Plan. We
have also examined such additional corporate records and other documents that we
considered necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that when the Registration
Statement becomes effective in accordance with applicable law, the additional
550,000 shares of the Corporation's common Stock to be registered, when issued
or sold pursuant to and in accordance with the terms of the Plan, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Opinion" in the Prospectus included in Part 1 of the Registration Statement.
Very truly yours,
PHILLIPS, GARDILL, KAISER & ALTMEYER
By: /s/ James C. Gardill
II-8
Exhibit 23.1
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in
Post-Effective Amendment No. 1 to Registration Statement Form S-3 No. 333-06467
and related Prospectus of WesBanco, Inc. for the registration of 550,000
additional shares of its common stock and to the incorporation by reference
therein of our report dated January 27, 1999, with respect to the consolidated
financial statements of WesBanco, Inc. included in its Annual Report (Form 10-K)
for the year ended December 31, 1998, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Pittsburgh, Pennsylvania
September 17, 1999
II-9
Exhibit 99.1
WESBANCO, INC. AMENDED DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION FOR ALL COMMON SHAREHOLDERS
Please enroll me in the WesBanco, Inc. Amended Dividend Reinvestment and
Stock Purchase Plan. I direct WesBanco, Inc. to pay to the Plan Administrator
for my account.
1. Please initial the appropriate blank for option A or B to reinvest dividends:
A. Reinvest dividends on ALL shares of WesBanco common stock
------------
registered in my name.
B. Reinvest dividends on shares of WesBanco common stock
--------- --------
registered in my name. (Enter number of shares only if you do not want
all shares reinvested.)
2. Please initial for participation in voluntary cash payments option:
(Initialing here enrolls you in Voluntary Cash Payments but does not obligate
you to make a payment every quarter.)
Invest voluntary cash payments as directed on a quarterly
----------------
basis on amounts of at least $10.00 but not more than $5,000.
I acknowledge all dividends on shares credited to my account under the
Plan will automatically be reinvested.
I hereby appoint Fifth Third Bank, the Plan Administrator, as my agent
under the Plan and direct the Plan Administrator to apply my dividends on all
WesBanco securities designated about which are registered in the name of or
credited to my account under the Plan to the purchase of shares of WesBanco
common stock.
I acknowledge receipt of a copy of WesBanco's Amended Dividend
Reinvestment and Stock Purchase Plan and agree to the terms and conditions of
the Plan as stated herein.
Stockholder's Name(s)
------------------------------
Account No. No. Shares
---------------- ---------
- -----------------------------------------------------------------
Address
- -----------------------------------------------------------------
Address
Taxpayer Identification Number
Under penalties of perjury, I certify (1) that the number shown on this
form is my correct taxpayer identification number and (2) that I am not subject
to backup withholding either because I have not been notified that I am subject
to backup withholding as a result of a failure to report all interests or
dividends, or the Internal Revenue Service has notified me that I am no longer
subject to backup withholding.
If you are an individual, your taxpayer identification number is your
social security number.
Sign below to enroll; Joint Accounts, sign below and on reverse side:
Signature Date
------------------------------------- --------------
Signature Date
------------------------------------- --------------
(If joint account, both sign)
Please return this form to: Wesbanco Dividend Reinvestment Plan, c/o Corporate
Trust Services, P.O. Box 631444, Cincinnati, Ohio 45263-1444.
II-10
Exhibit 99.2
To Our Shareholders:
Attached is a Prospectus describing our Amended Dividend Reinvestment and
Stock Purchase Plan ("Plan") as it will be in effect commencing with the October
1, 1999 Investment Date under the Plan. The purpose of the Plan is to provide
you with a convenient and economical way to purchase additional shares of common
stock. The Plan offers shareholders the opportunity to purchase shares of the
Corporation's Common Stock, $2.0833 par value, with automatically reinvested
dividends and/or voluntary cash payments, without payment of brokerage
commissions, fees or services charges.
Shares of Common Stock purchased with reinvested dividends or voluntary
cash payments will be purchased from the Corporation at the market value of the
Common Stock determined as provided in the Plan, which is based on the average
stock price on the five business days preceding each Investment Date, or in open
market purchases at the direction of the Administrator. Dividends will be
reinvested on quarterly Investment Dates, and shareholders may participate with
respect to all or any portion of their common shares. Investment Dates for
voluntary cash payments will be the first business day of each calendar quarter.
Voluntary cash payments may not be less than $10 nor more than $5,000 per
quarter. To purchase shares on a given Investment Date, voluntary cash payments
must be received no later than the Investment Date.
Complete details on the Plan are provided in the Prospectus in an easy to
understand question and answer format. I encourage you to read it carefully. If
you have any additional questions, please call (304) 234-9436.
If you do not currently participate in the Plan and you wish to do so,
simply sign the enclosed authorization form and return it to us in the envelope
provided.
Sincerely,
/s/ Edward M. George
---------------------
EDWARD M. GEORGE
