<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________.
Commission file number 0-8467
A. Full title of the plan and the address of the plan, if different from that
of the issuers named below:
WESBANCO, INC. KSOP
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
WesBanco, Inc.,
1 Bank Plaza
Wheeling, WV 26003
<PAGE> 2
WesBanco, Inc. KSOP
Audited Financial Statements
Years ended December 31, 1998 and 1997
Contents
-------
Report of Independent Auditors 3
Audited Financial Statements
Statements of Net Assets Available for Benefits with Fund Information 4
Statements of Changes in Net Assets Available for Benefits with Fund
Information 5-6
Notes to Financial Statements 7-12
Schedule I - Assets Held for Investment Purposes 13
Schedule III - Schedule of Reportable Transactions 14
Supplemental Information
Consent of Independent Auditors 16
<PAGE> 3
Report of Independent Auditors
Pension Committee
WesBanco, Inc.
We have audited the accompanying statements of net assets available for
benefits of the WesBanco, Inc. KSOP as of December 31, 1998 and 1997, and
the related statements of changes in net assets available for benefits for
the years then ended. These financial statements and schedules are the
responsibility of the Plan's management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1998,
and reportable transactions for the year then ended are presented for
purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The Fund Information in the statement of net assets
available for benefits and the statement of changes in net assets available
for benefits is presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net assets
available for benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures applied in our
audits of the financial statements, and, in our opinion, are fairly stated in
all material respects in relation to the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 11, 1999
<PAGE> 4
WesBanco, Inc. KSOP
Statements of Net Assets Available for Benefits With Fund Information
<TABLE>
December 31, 1998 Fund Information
----------------------------------
Federated
Prime WesMark Neuberger Neuberger
Obligations Fixed Growth Guardian Brandywine Templeton Genesis
Fund Fund Fund Fund Fund Fund Fund
----------- --------- --------- --------- ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Cash $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
Investments at fair value 128,226 297,803 784,332 639,707 661,680 175,249 0
Contribution receivable 5,957 12,205 31,790 28,537 27,077 3,709 0
Pending transfers 8,100 2,928 (59,336) (114,584) (688,757) (178,958) 522,011
Accrued dividends 0 0 0 0 0 0 0
--------- --------- --------- --------- ---------- --------- -----------
Net Assets Available for
Benefits $ 142,283 $ 312,936 $ 756,786 $ 553,660 $ 0 $ 0 $ 522,011
========= ========= ========= ========= ========== ========= ===========
</TABLE>
December 31, 1998 Fund Information
(Continued)
<TABLE>
Harbor Wesmark Harbor Federated Allocated
International Balanced Appreciation Max-Cap WesBanco WesBanco Total
Fund Fund Fund Fund Stock Stock Plan
------------- -------- ------------ --------- --------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Assets
Cash $ 0 $ 0 $ 0 $ 0 $ 35 $ 61 $ 96
Investments at fair value 0 0 0 0 582,975 5,105,822 8,375,794
Contribution receivable 0 0 0 0 24,193 0 133,468
Pending transfers 165,638 92,782 87,591 114,799 47,786 0 0
Accrued dividends 0 0 0 0 0 36,345 36,345
--------- --------- --------- --------- --------- ---------- ----------
Net Assets Available for
Benefits $ 165,638 $ 92,782 $ 87,591 $ 114,799 $ 654,989 $5,142,228 $8,545,703
========= ========= ========= ========= ========= ========== ==========
</TABLE>
December 31, 1997 Fund Information
----------------------------------
<TABLE>
Federated
Prime WesMark Neuberger
Obligations Fixed Growth Guardian Brandywine
Fund Fund Fund Fund Fund
---------- --------- --------- --------- ----------
<S> <C> <C> <C> <C> <C>
Assets
Cash $ 0 $ 87 $ 195 $ 181 $ 204
Investments at fair value 145,624 212,871 449,563 418,346 463,550
Contribution receivable 8,481 13,795 26,330 27,104 31,514
Pending transfers (189) 6,641 2,290 (2,238) 3,505
Accrued dividends 0 0 0 0 0
---------- --------- --------- --------- ---------
Total Assets 153,916 233,394 478,378 443,393 498,773
---------- --------- --------- --------- ---------
Liabilities
Accounts payable 0 20,670 0 0 0
Note payable to bank 0 0 0 0 0
---------- --------- --------- --------- ---------
Total liabilities 0 20,670 0 0 0
---------- --------- --------- --------- ---------
Net Assets Available for
Benefits $ 153,916 $ 212,724 $ 478,378 $ 443,393 $ 498,773
========== ========= ========= ========= =========
December 31, 1997 Fund Information
(Continued)
----------------------------------
Allocated Unallocated
Templeton WesBanco WesBanco WesBanco Total
Fund Stock Stock Stock Plan
--------- --------- ---------- --------- ----------
Assets
Cash $ 57 $ 148 $ 40,520 $ 0 $ 41,392
Investments at fair value 147,117 334,495 4,711,320 175,350 7,058,236
Contribution receivable 10,569 20,327 0 0 138,120
Pending transfers (18,103) 8,094 0 0 0
Accrued dividends 0 0 31,409 1,066 32,475
--------- --------- ---------- --------- ----------
Total Assets 139,640 363,064 4,783,249 176,416 7,270,223
--------- --------- ---------- --------- ----------
Liabilities
Accounts payable 0 0 0 0 20,670
Note payable to bank 0 0 0 97,155 97,155
--------- --------- ---------- --------- ----------
Total liabilities 0 0 0 97,155 117,825
--------- --------- ---------- --------- ----------
Net Assets Available for
Benefits $ 139,640 $ 363,064 $4,783,249 $ 79,261 $7,152,398
========= ========= ========== ========= ==========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
<PAGE> 5
WesBanco, Inc. KSOP
Statements of Changes in Net Assets Available for Benefits
With Fund Information
For the year ended December 31, 1998 Fund Information
<TABLE>
Federated
Prime WesMark Neuberger Neuberger Harbor
Obligations Fixed Growth Guardian Brandywine Templeton Genesis International
Fund Fund Fund Fund Fund Fund Fund Fund
--------- --------- --------- --------- --------- --------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Contributions and contributions
receivable:
Employer $ 13,732 $ 24,624 $ 54,297 $ 51,650 $ 54,360 $ 13,808 $ 0 $ 0
Employees 47,566 85,256 201,126 200,443 226,439 60,784 0 0
--------- --------- --------- --------- --------- --------- --------- ----------
61,298 109,880 255,423 252,093 280,799 74,592 0 0
Investment income:
Interest and dividends 7,820 15,589 48,288 97,184 7,052 18,791 0 0
--------- --------- --------- --------- --------- --------- --------- ----------
Net realized gains/(losses)and
unrealized appreciation/(depreciation)
in fair value of investments 0 23,630 31,571 (78,788) (1,220) (26,897) 0 0
Deductions:
Distributions to participants 51,834 32,398 56,184 51,263 62,701 16,555 0 0
Payments of interest on note payable 0 0 0 0 0 0 0 0
--------- --------- --------- --------- --------- --------- --------- ----------
51,834 32,398 56,184 51,263 62,701 16,555 0 0
Transfers and allocations
(deductions)/additions:
Interfund transfers (28,917) (16,489) (690) (108,959) (722,703) (189,571) 522,011 165,638
--------- --------- --------- --------- --------- --------- --------- ----------
Net additions(deductions) (11,633) 100,212 278,408 110,267 (498,773) (139,640) 522,011 165,638
Net Assets Available for Benefits
at beginning of year 153,916 212,724 478,378 443,393 498,773 139,640 0 0
--------- --------- --------- --------- --------- --------- --------- ----------
Net Assets Available for Benefits
at end of year $ 142,283 $ 312,936 $ 756,786 $ 553,660 $ 0 $ 0 $ 522,011 $ 165,638
========= ========= ========= ========= ========= ========= ========= ==========
For the year ended December 31, 1998 Fund Information
(Continued)
Wesmark Harbor Federated Allocated Unallocated
Balanced Appreciation Max-Cap WesBanco Wesbanco WesBanco Total
Fund Fund Fund Stock Stock Stock Plan
-------- ------------ --------- --------- ---------- ---------- ----------
Additions:
Contributions and contributions
receivable:
Employer 0 $ 0 $ 0 $ 40,683 $ 0 $ 622,824 $ 875,978
Employees 0 0 0 176,716 0 0 998,330
---------- --------- ---------- --------- --------- ---------- ----------
0 0 0 217,399 0 622,824 1,874,308
Investment income:
Interest and dividends 0 0 0 15,614 137,620 1,880 349,838
----------- --------- ---------- --------- --------- ---------- ----------
Net realized gains/(losses)and
unrealized appreciation/(depreciation)
in fair value of investments 0 0 0 7,159 (94,203) (2,923) (141,671)
Deductions:
Distributions to participants 0 0 0 32,755 378,858 0 682,548
Payments of interest on note payable 0 0 0 0 0 6,622 6,622
----------- --------- ---------- --------- --------- ---------- ----------
0 0 0 32,755 378,858 6,622 689,170
Transfers and allocations
(deductions)/additions:
Interfund transfers 92,782 87,591 114,799 84,508 694,420 (694,420) 0
----------- --------- ---------- --------- --------- ---------- ----------
Net additions(deductions) 92,782 87,591 114,799 291,925 358,979 (79,261) 1,393,305
Net Assets Available for Benefits
at beginning of year 0 0 0 363,064 4,783,249 79,261 7,152,398
----------- --------- ---------- --------- --------- ---------- ----------
Net Assets Available for Benefits
at end of year $ 92,782 $ 87,591 $ 114,799 $ 654,989 $5,142,228 $ 0 $8,545,703
=========== ========= ========== ========= ========== ========== ===========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
<PAGE> 6
Statements of Changes in Net Assets Available for Benefits With Fund Information
For the year ended December 31, 1997 Fund Information
(Continued)
<TABLE>
Federated
Prime WesMark Neuberger
Obligations Fixed Growth Guardian Brandywine
Fund Fund Fund Fund Fund
----------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
Additions:
Contributions and contributions
receivable:
Employer $ 13,709 $ 27,113 $ 47,000 $ 49,914 $ 55,577
Employees 78,847 84,556 164,808 169,912 212,998
----------- ---------- --------- --------- ---------
92,556 111,669 211,808 219,826 268,575
Investment income:
Interest and dividends 5,252 11,448 24,388 58,652 80,765
----------- ---------- --------- --------- ---------
Net realized gains/(losses)and
unrealized appreciation/(depreciation)
in fair value of investments 0 (16,669) 47,299 (16,342) (57,565)
Deductions:
Distributions to participants 5,497 11,306 14,919 19,201 15,152
Payments of interest on note payable 0 0 0 0 0
Administrative expenses 0 0 0 0 0
----------- ---------- --------- --------- ---------
5,497 11,306 14,919 19,201 15,152
Transfers and allocations
(deductions)/additions:
Interfund transfers 8,906 (12,331) 11,810 (16,335) 13,324
Allocation of cash and shares 0 0 0 0 0
----------- ---------- --------- --------- ---------
8,906 (12,331) 11,810 (16,335) 13,324
----------- ---------- --------- --------- ---------
Net additions(deductions) 101,217 82,811 280,386 226,600 289,947
Net Assets Available for Benefits
at beginning of year 52,699 129,913 197,992 216,793 208,826
----------- ---------- --------- --------- ---------
Net Assets Available for Benefits
at end of year $ 153,916 $ 212,724 $ 478,378 $ 443,393 $ 498,773
=========== ========== ========= ========= =========
For the year ended December 31, 1997 Fund Information
(Continued)
Allocated Unallocated
Templeton WesBanco Wesbanco WesBanco Total
Fund Stock Stock Stock Plan
---------- ---------- ------------ ----------- ----------
Additions:
Contributions and contributions
receivable:
Employer $ 18,371 $ 29,057 $ 0 $ 490,000 $ 730,741
Employees 70,198 136,290 0 0 917,609
---------- ---------- ----------- ---------- ----------
88,569 165,347 0 490,000 1,648,350
Investment income:
Interest and dividends 15,700 5,176 112,636 16,964 330,981
---------- ---------- ----------- ---------- ----------
Net realized gains/(losses) and
unrealized appreciation/(depreciation)
in fair value of investments (12,201) 63,537 1,316,606 48,710 1,373,375
Deductions:
Distributions to participants 3,714 13,846 213,114 0 296,749
Payments of interest on note payable 0 0 0 37,776 37,776
Administrative expenses 319 0 5,736 0 6,055
---------- ---------- ----------- ---------- ----------
4,033 13,846 218,850 37,776 340,580
Transfers and allocations
(deductions)/additions:
Interfund transfers (29,662) 24,288 0 0 0
Allocation of cash and shares 0 0 695,517 (695,517) 0
---------- ---------- ----------- ---------- ----------
(29,662) 24,288 695,517 (695,517) 0
---------- ---------- ----------- ---------- ----------
Net additions(deductions) 58,373 244,502 1,905,909 (177,619) 3,012,126
Net Assets Available for Benefits at
beginning of year 81,267 118,562 2,877,340 256,880 4,140,272
---------- ---------- ----------- ---------- ----------
Net Assets Available for Benefits
at end of year $ 139,640 $ 363,064 $ 4,783,249 $ 79,261 $7,152,398
========== ========== =========== ========== ==========
</TABLE>
The accompanying Notes to Financial Statements are an integral part of
these financial statements.
<PAGE> 7
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 1 - Plan Description
- -------------------------
The WesBanco, Inc. Employee Stock Ownership Plan (ESOP)was amended and restated
effective as of January 1, 1996 by adding a qualified cash or deferral
arrangement under Section 401(k) of the Internal Revenue Code of 1986, as
amended, and renaming the WesBanco, Inc. Employee Stock Ownership Plan the
WesBanco, Inc. KSOP (the Plan).
WesBanco, Inc. is a multi-bank holding company offering a full range of
financial services, including trust and mortgage banking services, through
offices located in West Virginia and Eastern Ohio. During 1998 the Plan
covered substantially all employees of WesBanco, Inc. (the Company) who met
the eligibility requirements. The Plan has two Trustees, Bank One and
WesBanco Bank Wheeling. As of January 1, 1999 all assets of the Plan have
been transferred to WesBanco Bank Wheeling.
The ESOP portion of the Plan, established on December 31, 1986, is a
non-contributory, defined contribution Plan. A participant must complete at
least 1,000 hours of service in the year and be employed on December 31 of
each year. The ESOP borrowed money and used the proceeds of the loan to buy
common stock of the Company. The ESOP holds common stock in a suspense
account until principal payments are made on the loan. As loan payments
are made, an amount of common stock is released from the suspense account
and allocated to the accounts of the participants based on the participant's
compensation.
The borrowing is collateralized by the unallocated shares of stock and
periodic payments are guaranteed by the Company. The lender has no rights
against shares once they are allocated under the ESOP. Accordingly, the
notes to the financial statements of the Plan for the years 1998 and 1997
present separately the assets and liabilities and changes therein pertaining
to: (a) the stock that has been allocated to the accounts of the employees
(allocated) and (b) stock not yet allocated to the accounts of employees
(unallocated). During 1998, the loan was paid off, thereby releasing the
unallocated shares and reclassifying them as allocated; thus there is no
unallocated stock at December 31, 1998.
Contributions to the ESOP by the Company are made in an amount determined by
the Board of Directors. For any year in which the loan is outstanding, the
contribution may be no less than is needed to pay the principal and interest
on the loan for that year. Contributions and forfeitures are allocated to
participants in proportion to each participant's compensation, but cannot
exceed the lesser of $30,000 or 25% of such participant's compensation during
the Plan year.
<PAGE> 8
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 1 - Plan Description (continued)
- -------------------------------------
Participant's interests in the ESOP are fully vested after five years of
continuous service. Generally, termination of employment for reasons other
than death, normal retirement or permanent disability prior to completion of
five years of continuous service results in forfeiture.
Distributions to participants who have left employment of the Company or
their beneficiaries may be paid in either cash or stock in lump sum or
installments over a period that the participant selects, within certain plan
restrictions.
Trustee fees may be paid by the Plan or Plan Sponsor (WesBanco, Inc.), at the
discretion of the Plan Sponsor.
The Plan, which falls under the guidelines of Section 401(k), established on
January 1, 1996, provides for salary deferral and matching employer
contributions. The Plan is designed to enable eligible employees to invest
the employee deferral, employer matching and employee rollover contribution
among funds that are made available by the Plan Administrator. Effective
January 1, 1999, all employer matching funds will be invested in employer
stock. An employee shall become a participant in the Plan on the employee's
employment date effective on January 1, April 1, July 1 or October 1 following
such employee's employment date, if the employee has reached the employee's
twenty-first birthday.
Matching contributions to the 401(k) will equal 50% of the first 2% of
compensation deferred and 25% of the next 2% of compensation deferred. The
amount of the contribution will not be greater than the amount permitted by
federal law. Participant's interests are 100% vested in the employee
deferral, employer matching, and rollover accounts.
Hardship distributions can be made from a participant's employee deferral
account (401(k)) with approval by the Plan Administrator, if specific
criteria is met.
The Plan is administered by a committee comprised of employees and Directors
appointed by the Board of Directors of the Company.
<PAGE> 9
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
- ---------------------------------------------------
The financial statements of the Plan are prepared on the accrual basis.
Purchases and sales of securities are accounted for as of the trade date.
Interest and dividend income is recorded as earned.
Valuation of Investments
- ------------------------
Marketable securities are stated at fair value. Securities traded on a
national securities exchange are valued at the last reported sales price on
the last business day of the plan year; investments traded in the
over-the-counter market and listed securities for which no sale was reported
on the date are valued at the average of the last reported bid and ask prices.
The fair value of participation units in mutual funds is based on quoted
redemption values, which approximate fair value.
Use of Estimates
- ----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Reclassification
- ----------------
Certain amounts in the financial statements for prior years have been
reclassified to conform to the statement presentation for the current year.
These reclassifications have no effect on Net Assets Available for Plan
Benefits.
Note 3 - Priorities Upon Termination of the Plan
- ------------------------------------------------
The Company reserves the right to terminate the Plan at any time. In the
event the Plan is completely or partially terminated or the Company
determines it will permanently discontinue making contributions to the Plan,
all property then credited to the participants' accounts will immediately
become fully vested and nonforfeitable. The Trustee will be directed to
either continue to hold the property in the participants' accounts in
accordance with the provisions of the Plan until such accounts would become
distributable under the provisions of the Plan, or distribute to such
participants all property allocated to their accounts.
<PAGE> 10
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 4 - Transactions with Parties-in-Interest
- ----------------------------------------------
Legal, accounting and other administrative fees are paid at the discretion
of the Sponsor by the Plan or Plan Sponsor. The Plan is administered by the
Plan Sponsor.
Note 5 - Note Payable
- ---------------------
During November 1995, the WesBanco ESOP Trust renegotiated its existing line
of credit with an affiliated lender. Conditions of the loan agreement
provide for a line of credit in the aggregate amount of $1,000,000 to
facilitate purchases of WesBanco Common Stock in the open market. The loan
bears interest at a rate equal to the lender's base rate and requires annual
repayments of principal equal to 20% of the balance at January 1 of each year.
The loan has a final maturity date of 5 years from the date of inception.
The $1,000,000 revolving line of credit had a balance of $0 and $97,155 as of
December 31, 1998 and 1997, respectively.
Note 6 - Income Tax Status
- --------------------------
The Plan has received a determination letter from the Internal Revenue Service
dated May 28, 1998, stating that the Plan is qualified under Section 401(a)
of the Internal Revenue Code (the "Code") and, therefore, the related trust
is exempt from taxation. Once qualified, the Plan is required to operate in
conformity with the Code to maintain its qualification. The Plan was amended
subsequent to the IRS determination letter. Therefore, the amendments are
not covered by the determination leter. The Plan Administrator believes the
Plan is being operated in compliance with the applicable requirements of the
Code and, therefore believes that the Plan is qualified and the related trust
is tax exempt.
Note 7 - Investments
- --------------------
As of December 31 1998, the investments in the Brandywine Fund and Templeton
Fund were pending transfer at the employees' discretion to other funds.
All investment information disclosed in the accompanying financial statements
and schedules in total and by fund, including investments held at December 31,
1998 and 1997, and net appreciation /(depreciation) in fair value of
investments, interest, dividends and investment management fees for the years
ended December 31, 1998 and 1997, were obtained or derived from information
supplied to the plan administrator and certified as complete and accurate by
the Trustee.
<PAGE> 11
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 7 - Investments (continued)
- --------------------------------
The fair value of individual investments that represent 5% or more of the
Plan's net assets are as follows:
Fair Market Value
1998 1997
------- -------
WesBanco Common Stock (192,841 and 173,450
Shares in 1998 and 1997, respectively) $5,688,797 $5,221,165
WesMark Growth Fund 784,332 449,563
Neuberger Guardian Fund 639,707 418,346
Brandywine Fund 661,680 463,550
Note 8 - Year 2000 Readiness Disclosure (unaudited)
- -----------------------------------------------------
The Year 2000 issue primarily results from computer software and hardware
that is date-sensitive and may recognize "00" as the Year 1900 instead of
the Year 2000 which may cause system failure, miscalculations and other
temporary disruptions of operations. The Plan Sponsor, has assembled a Task
Force to take the appropriate steps necessary to resolve Year 2000 issues in
a timely manner.
As of March 31, 1999, information technology systems and mission critical
vendor supplied software of the Plan Trustee, WesBanco Bank Wheeling Trust
Department, have been successfully tested and certified as Year 2000
compliant. Additionally, the Plan Trustee expects to complete an evaluation
of fiduciary assets that may contain significant Year 2000 risks to customers
by September 30, 1999.
The Plan's third party service providers have also been assessed by the Plan
Sponsor for their capability to resolve Year 2000 issues and attain compliance.
All significant third party service providers have confirmed they are Year
2000 compliant. Contingency plans, which set forth procedures for handling
potential disruptions to operations, are currently being developed by the
Plan Sponsor. All phases of the contingency plans are scheduled for
completion by September 30, 1999. Costs associated with becoming Year 2000
ready are immaterial and will be paid by the Plan Sponsor.
The Plan Sponsor has no means of ensuring that third party service providers
will be Year 2000 ready. The inability of those parties to complete their
Year 2000 process could have a material impact on the operations of the Plan.
The Plan Sponsor is unable to determine the economic impact, if any, of the
Year 2000 on the value of the net assets in the Plan.
<PAGE> 12
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 9 - Subsequent Events
- --------------------------
On March 31, 1998, WesBanco completed its business combination with Commercial
BancShares, Incorporated. At December 31, 1998 substantially all employees
were included in either the WesBanco or Commercial BancShares' KSOP Plans. At
December 31, 1998, the Trust Assets in Commercial's KSOP were $15.3 million.
Both KSOP plans consist of non-contributory stock ownership (ESOP) and 401(k)
Plans. Effective January 1, 1999, Commercial BancShares' KSOP was merged
into WesBanco's KSOP.
<PAGE> 13
WESBANCO, INC. KSOP
Schedule I - Form 5500, Item 27a -
Schedule of Assets Held for Investment Purpose
December 31, 1998
EIN # 55-0571723
Plan #002
<TABLE>
Units/Shares Description Cost Market Value
- ----------------------------------------------------------------------------------
<S> <C> <C> <C>
128,226 Federated Prime Obligations Fund $ 128,226 $ 128,226
29,357 WesBanco Bank Wheeling Fixed Income Fund* 291,366 297,803
64,982 WesBanco Bank WesMark Fund* 698,275 784,332
28,533 Neuberger & Berman Guardian Fund 732,144 639,707
192,841 WesBanco Common Stock* 3,347,295 5,688,797
21,852 Brandywine Fund 704,480 661,680
20,888 Templeton Foreign Fund 209,330 175,249
---------- ----------
$6,111,116 $8,375,794
========== ==========
* Party-in-interest.
<PAGE> 14
WESBANCO, INC. KSOP
Schedule III - Schedule of Reportable Transactions
December 31, 1998
EIN #55-0571723
Plan # 002
There were no type (I), (II), (III) or (IV) transactions for 1998.
<PAGE> 15
SIGNATURES
The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
WESBANCO, INC. KSOP
-------------------
(Name of Plan)
June 29, 1999 /s/ Paul M. Limbert
- -------------- -------------------------------
Date Chairman of the KSOP Committee
WesBanco, Inc., Executive Vice
President & Chief Financial Officer
</TABLE>
Exhibit 23.1
------------
Consent of Independent Auditors
We consent to the Incorporation by reference in the Registration Statement
(Form S-8 No. 333-06741) pertaining to the WesBanco, Inc. KSOP of our report
dated June 11, 1999, with respect to the financial statements and schedules
of the WesBanco, Inc. KSOP included in this Annual Report (Form 11-K) for
the year ended December 31, 1998.
/s/ Ernst & Young LLP
June 29, 1999
Pittsburgh, Pennsylvania
