<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:
COMMERCIAL BANCSHARES, INC., EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
<PAGE> 2
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
FINANCIAL STATEMENTS
PARKERSBURG, WEST VIRGINIA
DECEMBER 31, 1998
<PAGE> 3
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
DECEMBER 31, 1998
TABLE OF CONTENTS
STATEMENT PAGE
--------- ----
Independent Auditors' Report 1-2
Statement of Net Assets Available for Benefits With
Fund Information at December 31, 1998 I 3
Statement of Net Assets Available for Benefits With
Fund Information at December 31, 1997 II 4
Statement of Changes in Net Assets Available for Benefits
With Fund Information for the Year Ended December 31, 1998 III 5
Statement of Changes in Net Assets Available for Benefits
With Fund Information for the Year Ended December 31, 1997 IV 6
Notes to Financial Statements 7-14
SUPPLEMENTAL INFORMATION
Form 5500 - Schedule G Information 16-19
<PAGE> 4
INDEPENDENT AUDITORS' REPORT
To the Administrative Committee
Commercial BancShares, Inc.
Employee Stock Ownership Plan
(With 401(k) Provisions)
Parkersburg, West Virginia
We have audited the accompanying statements of net assets available for
benefits with fund information of Commercial BancShares, Inc. Employee Stock
Ownership Plan (With 401(k) Provisions) as of December 31, 1998 and 1997, and
the related statements of changes in net assets available for benefits with
fund information for the years then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to
express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits with fund
information of Commercial BancShares, Inc. Employee Stock Ownership Plan
(With 401(k) Provisions) as of December 31, 1998 and 1997, and the changes in
its net assets available for benefits with fund information for the years
then ended in conformity with generally accepted accounting principles.
<PAGE> 5
To the Administrative Committee
Commercial BancShares, Inc.
Employee Stock Ownership Plan
(With 401(k) Provisions)
Parkersburg, West Virginia
Page Two
Our audits of the Plan's financial statements as of and for the year ended
December 31, 1998 was conducted for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental schedules of
assets held for investment purposes, loans or fixed income obligations, leases
in default or classified as uncollectible, reportable transactions, and
nonexempt transactions as of and for the year ended December 31, 1998 are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements but are supplementary information
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing procedures applied
in the audit of the basic financial statements for the year ended December 31,
1998 and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ Harman, Thompson, Mallory & Ice, A.C.
Parkersburg, West Virginia
May 27, 1999
<PAGE> 6
COMMERCIAL BANCSHARES, INC
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1998
STATEMENT I
<TABLE>
PARTICIPANT DIRECTED
--------------------------------------------------------------------------
GROWTH
AGGRESSIVE AND FEDERATED
GENERAL GROWTH GROWTH INCOME INCOME T MAX-CAP
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Fair Value
Shares of Registered Investment Companies:
Federated Managed Aggressive Growth Fund $ $ 43,424 $ $ $ $ $
Federated Managed Growth Fund 49,747
Federated Managed Income Fund 5,345
Federated Managed Growth and Income Fund 39,734
Federated Max-Cap Fund 152,186
Harbor Bond Fund
Harbor Capital Appreciation Fund
Harbor International Fund II
Prime Obligations Fund 342,933
WesBanco, Inc. Common Stock
Participant Loans Receivable
--------- -------- -------- -------- -------- -------- ---------
TOTAL INVESTMENTS $ -0- $ 43,424 $ 49,747 $ 5,345 $ 39,734 $342,933 $ 152,186
--------- -------- -------- -------- -------- -------- ---------
Cash, Non-Interest Bearing $ -0- $ 1,692 $ 1,237 $ 158 $ 1,701 $ (446) $ 1,548
--------- -------- -------- -------- -------- -------- ---------
Receivables:
Participants' Contribution $ $ $ $ $ $ 379 $
Interest and Dividends 1,519
--------- -------- -------- -------- -------- -------- ---------
TOTAL RECEIVABLES $ -0- $ -0- $ -0- $ -0- $ -0- $ 1,898 $ -0-
--------- -------- -------- -------- -------- -------- ---------
TOTAL ASSETS $ -0- $ 45,116 $ 50,984 $ 5,503 $ 41,435 $344,385 $ 153,734
--------- -------- -------- -------- -------- -------- ---------
LIABILITIES
Net Assets Transferred-Out Due to Plan
Merger Into the WesBanco, Inc. KSOP $ $ 45,116 $ 50,984 $ 5,503 $ 41,435 $344,385 $ 153,734
--------- -------- -------- -------- -------- -------- ---------
TOTAL LIABILITIES $ -0- $ 45,116 $ 50,984 $ 5,503 $ 41,435 $344,385 $ 153,734
--------- -------- -------- -------- -------- -------- ---------
NET ASSETS AVAILABLE FOR BENEFITS
BEFORE INTERFUND TRANSFERS
PENDING $ -0- $ -0- $ -0- $ -0- $ -0- $ -0- $ -0-
INTERFUND TRANSFERS PENDING -0- -0- -0- -0- -0- -0- -0-
---------- -------- -------- -------- -------- -------- ---------
NET ASSETS AVAILABLE FOR BENEFITS $ -0- $ -0- $ -0- $ -0- $ -0- $ -0- $ -0-
========== ======== ======== ======== ======== ======== =========
</TABLE>
COMMERCIAL BANCSHARES, INC
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1998
STATEMENT I (CONTINUED)
<TABLE>
PARTICIPANT DIRECTED DIRECTED
------------------------------------------ --------
HARBOR HARBOR
HARBOR CAPITAL INTER-
BOND APPRECIATION NATIONAL STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Fair Value
Shares of Registered Investment Companies:
Federated Managed Aggressive Growth Fund $ $ $ $ $ $ 43,424
Federated Managed Growth Fund 49,747
Federated Managed Income Fund 5,345
Federated Managed Growth and Income Fund 39,734
Federated Max-Cap Fund 152,186
Harbor Bond Fund 46,632 46,632
Harbor Capital Appreciation Fund 674,185 674,185
Harbor International Fund II 39,789 39,789
Prime Obligations Fund 8,426 91,58 442,877
WesBanco, Inc. Common Stock 3,695,057 10,014,419 13,709,476
Participant Loans Receivable 90,409 90,409
-------- -------- -------- ---------- ----------- -----------
TOTAL INVESTMENTS $ 46,632 $674,185 $ 39,789 $3,703,483 $10,196,346 $15,293,804
-------- -------- -------- ---------- ----------- -----------
Cash, Non-Interest Bearing $ 280 $ 363 $ 6 $ (192) $ (13,639) $ (7,292)
-------- -------- -------- ---------- ----------- -----------
Receivables:
Participants' Contribution $ $ $ $ $ $ 379
Interest and Dividends 2,730 41,519 499 26,304 72,046 144,617
-------- -------- -------- ---------- ----------- -----------
TOTAL RECEIVABLES $ 2,730 $ 41,519 $ 499 $ 26,304 $ 72,046 $ 144,996
-------- -------- -------- ---------- ----------- -----------
TOTAL ASSETS $ 49,642 $716,067 $ 40,294 $3,729,595 $10,254,753 $15,431,508
-------- -------- -------- ---------- ----------- -----------
LIABILITIES
Net Assets Transferred-Out Due to Plan
Merger Into the WesBanco, Inc. KSOP $ 49,642 $716,067 $ 40,294 $3,729,570 $10,254,778 $15,431,508
-------- -------- -------- ---------- ----------- -----------
TOTAL LIABILITIES $ 49,642 $716,067 $ 40,294 $3,729,570 $10,254,778 $15,431,508
-------- -------- -------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS
BEFORE INTERFUND TRANSFERS PENDING $ -0- $ -0- $ -0- $ 25 $ (25) $ -0-
INTERFUND TRANSFERS PENDING -0- -0- -0- (25) 25 -0-
-------- -------- -------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ -0- $ -0- $ -0- $ -0- $ -0- $ -0-
======== ======== ======== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 7
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
STATEMENT II
<TABLE>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
GROWTH
AGGRESSIVE AND FEDERATED
GENERAL GROWTH GROWTH INCOME INCOME MAX-CAP
FUND FUND FUND FUND FUND T-FUND FUND
ASSETS
Investments, at Fair Value
Money Market Funds:
Commercial Bank Money Market Fund $ 41,654 $ $ $ $ $ $
Certificates of Deposit 10,000
U.S.Government Securities 597,864
State and Municipal Government
Securities 50,018
Corporate Bonds and Debentures 106,450
Shares of Registered Investment Companies:
Federated Managed Aggressive Growth Fund 46,449
Federated Managed Growth Fund 49,244
Federated Managed Income Fund 12,505
Federated Managed Growth and Income Fund 38,756
Federated Max-Cap Fund 67,839
Harbor Bond Fund
Harbor Capital Appreciation Fund
Harbor International Fund II
Provident Institutional Fund 1,578
Common Stock 1,719,304
Commercial BancShares, Inc. Common Stock
Participant Loans Receivable
---------- -------- -------- -------- -------- ------- --------
TOTAL INVESTMENTS $2,525,290 $ 46,449 $ 49,244 $ 12,505 $ 38,756 $ 1,578 $ 67,839
---------- -------- -------- -------- -------- ------- --------
Receivables:
Employer's Contributions $ $ $ $ $ $ $
Interest and Dividends 2,707 3,921 217 2,520 7
---------- -------- -------- -------- -------- ------- --------
TOTAL RECEIVABLES $ 0 $ 2,707 $ 3,921 $ 217 $ 2,520 $ 7 $ 0
---------- -------- -------- -------- -------- ------- --------
TOTAL ASSETS $2,525,290 $ 49,156 $ 53,165 $ 12,722 $ 41,276 $ 1,585 $ 67,839
---------- -------- -------- -------- -------- ------- --------
LIABILITIES
Assets Held in Suspense under
IRC Section 415 Limits $ $ $ $ $ $ $
---------- -------- -------- -------- -------- ------- --------
TOTAL LIABILITIES $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
---------- -------- -------- -------- -------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS BEFORE
INTERFUND TRANSFERS PENDING $2,525,290 $ 49,156 $ 53,165 $ 12,722 $ 41,276 $ 1,585 $ 67,839
INTERFUND TRANSFERS PENDING (32) 0 0 0 0 0 0
---------- -------- -------- -------- -------- ------- --------
NET ASSETS AVAILABLE FOR BENEFITS $2,525,258 $ 49,156 $ 53,165 $ 12,722 $ 41,276 $ 1,585 $ 67,839
========== ======== ======== ======== ======== ======= ========
</TABLE>
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
STATEMENT II(cont.)
<TABLE> NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
--------------------------------------------- -----------
HARBOR
CAPITAL HARBOR
HARBOR APPRECIA- INTER-
BOND TION NATIONAL STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Investments, at Fair Value
Money Market Funds:
Commercial Bank Money Market Fund $ $ $ $ 8,660 $ 25,945 $ 76,259
Certificates of Deposit 10,000
U.S.Government Securities 597,864
State and Municipal Government Securities 50,018
Corporate Bonds and Debentures 106,450
Shares of Registered Investment Companies:
Federated Managed Aggressive Growth Fund 46,449
Federated Managed Growth Fund 49,244
Federated Managed Income Fund 12,505
Federated Managed Growth and Income Fund 38,756
Federated Max-Cap Fund 67,839
Harbor Bond Fund 24,360 24,360
Harbor Capital Appreciation Fund 126,577 126,577
Harbor International Fund II 23,650 23,650
Provident Institutional Fund 1,578
Common Stock 1,719,304
Commercial BancShares, Inc. Common Stock 3,571,812 10,576,451 14,148,263
Participant Loans Receivable 37,340 37,340
--------- --------- --------- ---------- ----------- -----------
TOTAL INVESTMENTS $ 24,360 $ 126,577 $ 23,650 $3,580,472 $10,639,736 $17,136,456
--------- --------- --------- ---------- ----------- -----------
Receivables:
Employer's Contributions $ $ $ $ $ 394,104 $ 394,104
Interest and Dividends 807 20,847 1,271 92 32,389
--------- --------- --------- ---------- ----------- -----------
TOTAL RECEIVABLES $ 807 $ 20,847 $ 1,271 $ 0 $ 394,196 $ 426,493
--------- --------- --------- ---------- ----------- -----------
TOTAL ASSETS $ 25,167 $ 147,424 $ 24,921 $3,580,472 $11,033,932 $17,562,949
--------- --------- --------- ---------- ----------- -----------
LIABILITIES
Assets Held in Suspense under
IRC Section 415 Limits $ $ $ $ $ 79 $ 79
--------- --------- --------- ---------- ----------- -----------
TOTAL LIABILITIES $ 0 $ 0 $ 0 $ 0 $ 79 $ 79
--------- --------- --------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS BEFORE
INTERFUND TRANSFERS PENDING $ 25,167 $ 147,424 $ 24,921 $3,580,472 $11,033,853 $17,562,870
INTERFUND TRANSFERS PENDING 0 0 0 (340) 372 0
--------- --------- --------- ---------- ----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $ 25,167 $ 147,424 $ 24,921 $3,580,132 $11,034,225 $17,562,870
========= ========= ========= ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 8
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1998 STATEMENT III
<TABLE>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------------
GROWTH
AGGRESSIVE AND FEDERATED
GENERAL GROWTH GROWTH INCOME INCOME MAX-CAP
FUND FUND FUND FUND FUND T-FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to Net Assets Attributed To:
Investment Income:
Net Appreciation (Depreciation) in Fair
Value of Investments $ 179,153 $ 4,515 $ 2,953 $ 179 $ 1,646 $ $ 27,636
Interest 71,397
Dividends 13,046 2,892 3,741 636 3,230 10,941 2,781
---------- --------- --------- --------- --------- ---------- ----------
TOTAL INVESTMENT INCOME $ 263,596 $ 7,407 $ 6,694 $ 815 $ 4,876 $ 10,941 $ 30,417
---------- --------- --------- --------- --------- ---------- ----------
Contributions:
Participants' $ 40,031 $ 1,788 $ 232 $ $ 4,852 $ 2,562 $ 19,129
Employer's
Rollover
---------- --------- --------- --------- --------- ---------- ----------
TOTAL CONTRIBUTIONS $ 40,031 $ 1,788 $ 232 $ 0 $ 4,852 $ 2,562 $ 19,129
---------- --------- --------- --------- --------- ---------- ----------
TOTAL ADDITIONS $ 303,627 $ 9,195 $ 6,926 $ 815 $ 9,728 $ 13,503 $ 49,546
---------- --------- --------- --------- --------- ---------- ----------
DEDUCTIONS
Deductions from Net Assets Attributed To:
Benefits Paid to Participants $ 50,264 $ 13,235 $ 5,951 $ 2,709 $ 9,241 $ 176,202 $ 42,876
Net Assets Transferred-Out to Plan
Merger Into the WesBanco, Inc. KSOP 45,116 50,984 5,503 41,435 344,385 153,734
---------- --------- --------- --------- --------- ---------- ----------
TOTAL DEDUCTIONS $ 50,264 $ 58,351 $ 56,935 $ 8,212 $ 50,676 $ 520,587 $ 196,610
---------- --------- --------- --------- --------- ---------- ----------
Net Increase (Decrease) Prior to
Interfund Transfers $ 253,363 $ (49,156) $ (50,009) $ (7,397) $ (40,948) $ (507,084) $ (147,064)
Interfund Transfers (2,778,621) (3,156) (5,325) (328) 505,499 79,225
---------- --------- --------- --------- --------- ---------- ----------
NET INCREASE (DECREASE) $(2,525,258) $ (49,156) $ (53,165) $ (12,722) $ (41,276) $ (1,585) $ (67,839)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 2,525,258 49,156 53,165 12,722 41,276 1,585 67,839
---------- --------- --------- --------- --------- ---------- ----------
END OF YEAR $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
========== ========= ========= ========= ========= ========== ==========
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
STATEMENT III(CONT)
NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
----------------------------------------------- -------------
HARBOR
CAPITAL HARBOR
HARBOR APPRECIA- INTER-
BOND TION NATIONAL STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to Net Assets Attributed To:
Investment Income:
Net Appreciation (Depreciation) in
Fair Value of Investments $ (1,065) $ 122,858 $ 3,858 $ 49,204 $ 103,848 $ 494,785
Interest 8,903 12,196 92,496
Dividends 4,261 41,519 499 92,736 263,880 440,162
--------- ---------- ---------- ---------- ----------- -----------
TOTAL INVESTMENT INCOME $ 3,196 $ 164,377 $ 4,357 $ 150,843 $ 379,924 $ 1,027,443
--------- ---------- ---------- ---------- ----------- -----------
Contributions:
Participants' $ 6,726 $ 41,752 $ 9,726 $ 195,922 $ $ 322,720
Employer's 183,079 183,079
Rollovers 502 502
--------- ---------- ---------- ---------- ----------- -----------
TOTAL CONTRIBUTIONS $ 6,726 $ 41,752 $ 9,726 $ 196,424 $ 183,079 $ 506,301
--------- ---------- ---------- ---------- ----------- -----------
TOTAL ADDITIONS $ 9,922 $ 206,129 $ 14,083 $ 347,267 $ 563,003 $ 1,533,744
--------- ---------- ---------- ---------- ----------- -----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to Participants $ 2,867 $ 110,104 $ 14,831 $ 927,319 $ 2,309,507 $ 3,665,106
Net Assets Transferred-Out to Plan
Merger Into the WesBanco, Inc. KSOP 49,642 716,067 40,294 3,729,570 10,254,778 15,431,508
--------- ---------- ---------- ---------- ----------- -----------
TOTAL DEDUCTIONS $ 52,509 $ 826,171 $ 55,125 $4,656,889 $12,564,285 $19,096,614
--------- ---------- ---------- ---------- ----------- -----------
Net Increase (Decrease) Prior to
Interfund Transfers $ (42,587) $ (620,042) (41,042) (4,309,622) (12,001,282)(17,562,870)
Interfund Transfers 17,420 472,618 16,121 729,490 967,057 0
--------- ---------- ---------- ---------- ----------- -----------
NET INCREASE (DECREASE) $ (25,167) $ (147,424) $ (24,921) (3,580,132) (11,034,225)(17,562,870)
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 25,167 147,424 24,921 3,580,132 11,034,225 17,562,870
--------- ---------- ---------- ---------- ----------- -----------
END OF YEAR $ 0 $ 0 $ 0 $ 0 $ 0 $ 0
========= ========== ========== ========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 9
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
STATEMENT IV
<TABLE>
PARTICIPANT DIRECTED
------------------------------------------------------------------------------------------------
GROWTH
AGGRESSIVE AND FEDERATED
GENERAL GROWTH GROWTH INCOME INCOME MAX-CAP
FUND FUND FUND FUND FUND T-FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
ADDITIONS
Additions to Net Assets Attributed To:
Investment Income:
Net Appreciation (Depreciation) in Fair
Value of Investments $ 484,104 $ 13,258 $ 11,088 $ 603 $ 2,385 $ $ (797)
Interest 49,849
Dividends 30,145 4,590 6,651 1,429 4,198 51 2,453
---------- --------- --------- --------- --------- ---------- ----------
TOTAL INVESTMENT INCOME $ 564,098 $ 17,848 $ 17,739 $ 2,032 $ 6,583 $ 51 $ 1,656
---------- --------- --------- --------- --------- ---------- ----------
Contributions:
Participants' $ 82,442 $ 34,541 $ 23,041 $ 600 $ 7,239 $ 2,035 $ 9,390
Employer's
Rollover 3,014
---------- --------- --------- --------- --------- ---------- ----------
TOTAL CONTRIBUTIONS $ 85,456 $ 34,541 $ 23,041 $ 600 $ 7,239 $ 2,035 $ 9,390
---------- --------- --------- --------- --------- ---------- ----------
TOTAL ADDITIONS $ 649,554 $ 52,389 $ 40,780 $ 2,632 $ 13,822 $ 2,086 $ 11,046
---------- --------- --------- --------- --------- ---------- ----------
DEDUCTIONS
Deductions from Net Assets Attributed To:
Benefits Paid to Participants $ 60,957 $ 910 $ 21,237 $ 9,610 $ 727 $ 35 $ 63
---------- --------- --------- --------- --------- ---------- ----------
TOTAL DEDUCTIONS $ 60,957 $ 910 $ 21,237 $ 9,610 $ 727 $ 35 $ 63
---------- --------- --------- --------- --------- ---------- ----------
Net Increase (Decrease) Prior to
Interfund Transfers $ 588,597 $ 51,479 $ 19,543 $ (6,978) $ 13,095 $ 2,051 $ 10,983
Interfund Transfers (7,280) (103,739) (99,628) (12,577) (24,816) (466) 56,856
---------- --------- --------- --------- --------- ---------- ----------
NET INCREASE (DECREASE) $ 581,317 $ (52,260) $ (80,085) $ (19,555) $ (11,721) $ 1,585 $ 67,839
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 1,943,941 101,416 133,250 32,277 52,997 0 0
---------- --------- --------- --------- --------- ---------- ----------
END OF YEAR $2,525,258 $ 49,156 $ 53,165 $ 12,722 $ 41,276 $ 1,585 $ 67,839
========== ========= ========= ========= ========= ========== ==========
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
STATEMENT IV(CONT)
NON-
PARTICIPANT
PARTICIPANT DIRECTED DIRECTED
----------------------------------------------- -------------
HARBOR
CAPITAL HARBOR
HARBOR APPRECIA- INTER-
BOND TION NATIONAL STOCK STOCK
FUND FUND FUND FUND FUND TOTAL
ADDITIONS
Additions to Net Assets Attributed To:
Investment Income:
Net Appreciation (Depreciation) in
Fair Value of Investments $ (664) $ (23,476) $ (3,594) $1,868,214 $5,671,563 $8,022,684
Interest 1,816 6,150 57,815
Dividends 1,187 20,847 1,271 48,599 145,962 267,383
--------- ---------- ---------- ---------- ---------- ----------
TOTAL INVESTMENT INCOME $ 523 $ (2,629) $ (2,323) $1,918,629 $5,823,675 $8,347,882
--------- ---------- ---------- ---------- ---------- ----------
Contributions:
Participants' $ 2,990 $ 12,063 $ 4,030 $ 151,592 $ $ 329,963
Employer's 395,849 395,849
Rollover 3,013 3,013 2,279 11,319
--------- ---------- ---------- ---------- ---------- ----------
TOTAL CONTRIBUTIONS $ 2,990 $ 15,076 $ 4,030 $ 154,605 $ 398,128 $ 737,131
--------- ---------- ---------- ---------- ---------- ----------
TOTAL ADDITIONS $ 3,513 $ 12,447 $ 1,707 $2,073,234 $6,221,803 $9,085,013
--------- ---------- ---------- ---------- ---------- ----------
DEDUCTIONS
Deductions from Net Assets
Attributed To:
Benefits Paid to Participants $ $ 318 $ $ 23,634 $ 96,376 $ 213,867
--------- ---------- ---------- ---------- ---------- ----------
TOTAL DEDUCTIONS $ 0 $ 318 $ 0 $ 23,634 $ 96,376 $ 213,867
--------- ---------- ---------- ---------- ---------- ----------
Net Increase (Decrease) Prior to
Interfund Transfers $ 3,513 $ 12,129 $ 1,707 $2,049,600 $6,125,427 $8,871,146
Interfund Transfers 21,654 135,295 23,214 11,489 (2) 0
--------- ---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE) $ 25,167 $ 147,424 $ 24,921 $2,061,089 $6,125,425 $8,871,146
NET ASSETS AVAILABLE FOR BENEFITS
Beginning of Year 0 0 0 1,519,043 4,908,800 8,691,724
--------- ---------- ---------- ---------- ---------- ----------
END OF YEAR $ 25,167 $ 147,424 $ 24,921 $3,580,132 $11,034,225 $17,562,870
========= ========== ========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE> 10
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN MERGER
Effective December 31, 1998, the Commercial BancShares, Inc. Employee Stock
Ownership Plan (With 401(k) Provisions) was merged into the WesBanco, Inc.
KSOP. The transferred net assets have been recognized in the accounts of the
WesBanco, Inc. KSOP as of January 1, 1999, at their balances as previously
carried in the accounts of the Commercial BancShares, Inc. Employee Stock
Ownership Plan (With 401(k) Provisions). The changes in net assets of the
Commercial BancShares, Inc. Employee Stock Ownership Plan (With 401(k)
Provisions) presented in the accompanying Statement of Changes in Net Assets
Available for Benefits with Fund Information include all activity through
December 31, 1998.
NOTE 2: DESCRIPTION OF PLAN
The following brief description of Commercial BancShares, Inc. Employee Stock
Ownership Plan (With 401(k) Provisions) (the Plan) provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Plan is a defined contribution plan covering substantially all of the
former employees of Commercial BancShares, Inc. and its Subsidiaries
(Commercial Banking and Trust Company, Jackson County Bank, Farmers &
Merchants Bank of Ritchie County, Dime Bank, Union Bank of Tyler County,
The Community Bank, The Bank of Paden City, and Hometown Finance Company).
Commercial BancShares, Inc. was merged into WesBanco, Inc. effective
March 31, 1998. The Plan operates as an employee stock ownership plan with
Section 401(k) provisions and is designed to comply with the regulations of
the Internal Revenue Code and is subject to the applicable provisions of the
Employee Retirement Income Security Act of 1974 (ERISA). The Plan is
administered by an Administrative Committee which was appointed by Commercial
BancShares, Inc.'s Board of Directors. The Trust Department of WesBanco, Inc.
is the custodian of the Plan's assets.
Eligibility and Participation
To be eligible to participate in the Plan, employees who are employed by the
Company and its Subsidiaries must complete one year of service (1,000 hours)
and attain age 21. The participant may join the Plan on January 1 immediately
following eligibility requirements. Participants who have not met eligibility
requirements during such plan year or are not employed on the last working day
of a plan year are generally not eligible for an allocation of Company
contributions for such year.
<PAGE> 11
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 2: DESCRIPTION OF PLAN (CONTINUED)
Contributions
Two types of employer contributions may be made to the Plan: (1) Optional
Contributions (discretionary contributions made by the Company as determined
by the Board of Directors) and (2) Matching Contributions (Company matches up
to a certain percentage of salary reduction contributions made by the
participant). For 1998, the amount of this Matching Contribution is 50% of
the employee's contribution, up to a maximum of 4% of the employee's annual
compensation.
Participants may elect to contribute from a minimum of 1% up to a maximum of
15% of pretax annual compensation, subject to Internal Revenue Code limits.
Participants may also contribute amounts representing distributions from
other qualified plans.
Allocations to Participants' Accounts
Each participant's account is credited with any salary deferrals as well as
an allocation of (a) the Company's contribution, (b) Plan earnings, and (c)
forfeitures of terminated participants' non-vested accounts. Allocations of
Company Optional Contributions are prorated based on the participants'
compensation. Company Matching Contributions are allocated on a prorated
basis based on the participants' Salary Reduction Contributions. A
participant must be employed by the Company on December 31 of the Plan year
to be eligible to receive an allocation of Company Optional or Matching
Contributions. The Optional Account is subject to vesting provisions.
Vesting
Vesting is based on years of service. Vesting commences after two years of
credited service, at which time the participant is 20 percent vested. A
participant is 100 percent vested after six years of credited service from
the date of employment. Upon death, retirement, or total disability, a
participant is also 100 percent vested. A participant is always 100 percent
vested in any salary deferral, rollover, basic, and matching contributions.
Investment Options
Upon enrollment in the Plan, a participant may direct his salary reduction
contribution into any of the following investment options.
Prior to July 1, 1997:
General Fund - Funds are invested in securities of the U. S. Government
or its agencies, corporate bonds, and equity securities of established
companies.
<PAGE> 12
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 2: DESCRIPTION OF PLAN (CONTINUED)
Investment Options (Continued)
Prior to July 1, 1997: (Continued)
Stock Fund - Funds are invested primarily in Company stock. If no stock
is currently available for purchase, funds are deposited into money
market funds and/or mutual funds until stock does become available.
Aggressive Growth Fund - Funds are invested in the Federated Managed
Aggressive Growth Fund. This fund invests 60 to 100 percent of its
assets in equity securities and 0 to 40 percent in bonds.
Growth Fund - Funds are invested in the Federated Managed Growth Fund.
This fund invests 50 to 70 percent of its assets in equity securities
and 30 to 50 percent in bonds.
Income Fund - Funds are invested in the Federated Managed Income Fund.
The Fund invests 10 to 30 percent of its assets in equity securities
and 70 to 90 percent in bonds.
Growth and Income Fund - Funds are invested in the Federated Managed
Growth and Income Fund. This Fund invests 30 to 50 percent of its
assets in equity securities and 50 to 70 percent in bonds.
After July 1, 1997:
General Fund - Funds are invested in securities of the U. S. Government
or its agencies, corporate bonds, and equity securities of established
companies.
Stock Fund - Funds are invested primarily in Company stock. If no stock
is currently available for purchase, funds are deposited into money
market funds and/or mutual funds until stock does become available.
T-Fund - Funds are invested in the Provident Institutional Fund. This
fund invests in a portfolio consisting of U. S. Treasury bills, notes,
and direct obligations of the U. S. Treasury and repurchase agreements
relating to direct Treasury obligations.
Federated Max-Cap Fund - Funds are invested in publicly-traded common
stocks.
Harbor Bond Fund - Funds are invested in an actively-managed portfolio
of fixed-income securities.
<PAGE> 13
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 2: DESCRIPTION OF PLAN (CONTINUED)
Investment Options (Continued)
After July 1, 1997: (Continued)
Harbor Capital Appreciation Fund - Funds are invested in a portfolio
of equity securities of established companies with above-average
prospects for growth.
Harbor International Fund - Funds are invested in a portfolio of
non-U. S. equity securities.
Participants may change their investment options effective January 1 or July 1.
Participant Loans Receivable
Participants may apply for a loan from their vested account under the Plan.
Certain legal restrictions impose limits on the amount of the loan and
repayment terms. The maximum loan amount is $50,000. The specific limit for
any participant is 50% of their vested account balance. If a participant has
an existing loan at the time of application, the $50,000 limit is reduced by
the highest outstanding balance of the participant's loan over the previous
twelve-month period or the total of all outstanding loans the day the new
loan is granted. Generally, the participant's loan must be repaid within
five years, unless the proceeds are used to purchase or construct a principal
residence.
Voting Rights
The Trustee of the Plan will vote all Company Stock held as part of the Plan
assets, provided that the participant be entitled to direct the Trustee as to
the manner in which voting rights on shares of Company Stock which are
allocated to the participant's account are to be exercised (i) with respect
to any corporate matter which involves the voting of such shares with respect
to the approval or disapproval of any corporate merger or consolidation,
recapitalization, reclassification, liquidation, dissolution, sale of
substantially all assets of a trade or business, or such similar transaction,
and (ii) with respect to all corporate matters if, at the time of the vote
thereon, the Company Stock is a "registration-type" class of securities. If
the participant does not timely exercise their right to vote Company Stock,
the Trustee will vote such Company Stock.
Plan Distributions
Distributions from the Plan will be made upon termination of service due to a
participant's retirement, death (in which case, payment shall be made to his
or her beneficiary or, if none, his or her legal representatives), disability,
or otherwise terminates employment with the Company and its Subsidiaries.
Distributions are made in cash or, if a participant elects, in the form of
Company common shares plus cash for any fractional share.
<PAGE> 14
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting
The accompanying financial statements of the Plan are prepared using the
accrual method of accounting.
Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires the plan administrator to make estimates and
assumptions that affect certain reported amounts and disclosures.
Accordingly, actual results may differ from those estimates.
Investment Valuation and Income Recognition
Investment in WesBanco, Inc. common stock is valued at quoted market prices.
Investment in Commercial BancShares, Inc. common stock is valued at quoted
market prices.
Investments in government securities, corporate bonds, and common stock are
carried at quoted market prices.
Shares of registered investment companies are valued at quoted market prices
which represent the net asset value of shares held by the Plan at year end.
The investments in Commercial Banking and Trust Company money market funds,
certificates of deposit, and participant loans are recorded at cost which
approximates fair market value.
Dividends and interest received from investments are recorded as earned on
an accrual basis.
The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains or losses and the
unrealized appreciation (depreciation) on those investments.
Purchases and sales of securities are recorded on a trade-date basis.
Employer Contributions
Employer contributions are accrued during the plan year to which the
contribution is attributed by the Employer Company's Board of Directors.
Payment of Benefits
Benefits are recorded when paid.
<PAGE> 15
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Forfeited Accounts
At December 31, 1998 and 1997, forfeited nonvested accounts totaled $-0- and
$614, respectively. These accounts were allocated to all remaining
participants of the Plan.
Reclassification of Prior Years' Statements
Certain items previously reported have been reclassified to conform with
current year's classification.
NOTE 4: INVESTMENTS
The Plan's investments are held by a bank-administered trust fund. The
following table presents the fair values of investments at December 31, 1998
and 1997. Investments that represent 5 percent or more of the Plan's net
assets are separately identified.
<TABLE>
1998 1997
Investments at Fair Value as Determined by Quoted Market Price ----------- -----------
<S> <C> <C>
U. S. Government Securities $ -0- $ 597,864
State and Municipal Government Securities -0- 50,018
Corporate Bonds and Debentures -0- 106,450
Shares in Registered Investment Companies 1,493,919 390,958
Common Stock -0- 1,719,304
Commercial BancShares, Inc. Common Stock - 170,461 Allocated
Shares in 1997 -0- 14,148,263
WesBanco, Inc. Common Stock - 464,728 Allocated Shares in 1998 13,709,476 -0-
----------- -----------
$15,203,395 $17,012,857
----------- -----------
Investments at Estimated Value
Money Market Funds $ -0- $ 76,259
Certificates of Deposit -0- 10,000
Participant Loans 90,409 37,340
----------- -----------
$ 90,409 $ 123,599
----------- -----------
TOTAL INVESTMENTS $15,293,804 $17,136,456
=========== ===========
</TABLE>
The Plan's investments (including investments bought, sold, and held during
the year) appreciated in value by $494,785 and $8,022,684 for the years
ended December 31, 1998 and 1997, respectively.
<PAGE> 16
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 4: INVESTMENTS (CONTINUED)
<TABLE>
1998 1997
Investments at Fair Value as Determined by Quoted Market Price --------- ---------
<S> <C> <C>
U. S. Government Securities $ (3,660) $ 3,752
State and Municipal Government Securities (720) 932
Corporate Bonds and Debentures (1,057) 2,633
Shares in Registered Investment Companies 162,580 (1,197)
Common Stock 184,590 476,787
Commercial BancShares, Inc. Common Stock -0- 7,539,777
WesBanco, Inc. Common Stock 153,052 -0-
--------- ----------
$ 494,785 $8,022,684
--------- ----------
Investments at Estimated Value $ -0- $ -0-
--------- ----------
NET CHANGE IN FAIR VALUE $ 494,785 $8,022,684
========= ==========
</TABLE>
NOTE 5: ADMINISTRATION OF PLAN ASSETS
The Plan's assets, which consist principally of WesBanco, Inc. and Commercial
BancShares, Inc. common shares for 1998 and 1997, respectively, are held by
the Trustee of the Plan.
Company contributions are held and managed by the Trustee which invests cash
received, interest, and dividend income and makes distributions to
participants.
Certain administrative functions are performed by officers or employees of
the Company or its participating Subsidiaries. No such officer or employee
receives compensation from the Plan. Administrative expenses and trust fees
may be paid directly by the Company.
NOTE 6: SUSPENSE ACCOUNTS
During the Plan year 1997, a suspense account in the amount of $79 was
established to meet qualification standards of IRC Section 415 annual
additions testing. The amount is being held from allocations of the employer
optional contribution. The suspense account will be allocated to the
appropriate participants in the next Plan year while taking into consideration
the annual additions at that time.
<PAGE> 17
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
NOTES TO FINANCIAL STATEMENTS
NOTE 7: RELATED PARTY TRANSACTIONS
Administrative expenses, trust fees, and legal fees were paid by the Company
at its option. During 1998 and 1997, the Plan purchased 19,367 shares
(1,561 shares of Commercial BancShares, Inc. and 17,806 shares of WesBanco,
Inc.) and 13,069 shares of Employer Securities at a cost of $598,359
($127,206 for Commercial BancShares, Inc. and $471,153 for WesBanco, Inc.)
and $605,203, respectively. In 1997, the Plan also received 14,416 shares
due to a stock dividend declared on February 13, 1997. Investment income
consists of dividends received on Company stock of $355,632 ($51,393 from
Commercial BancShares, Inc. and $304,239 from WesBanco, Inc.) and $194,561
for the years ended December 31, 1998 and 1997, respectively.
NOTE 8: INCOME TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter, dated January 31, 1994, stating that the Plan constitutes a qualified
trust under Section 401(a) of the Internal Revenue Code and is, therefore,
exempt from Federal income taxes under present income tax laws. The Plan has
been amended since receiving the determination letter. However, the Plan
administrator and the Plan's tax counsel believe that the Plan is designed
and is currently being operated in compliance with the applicable requirements
of the Code. Therefore, no provision for income taxes has been included in
the Plan's financial statements.
NOTE 9: PLAN TERMINATION
Although it had not expressed any intent to do so, Commercial BancShares, Inc.
had the right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event of
Plan termination, participants will become 100% vested in their accounts.
The Commercial BancShares, Inc. Employee Stock Ownership Plan (With 401(k)
Provisions) was merged into the WesBanco, Inc. KSOP effective December 31,
1998, at which time the net assets were transferred.
<PAGE> 18
SUPPLEMENTAL INFORMATION
<PAGE> 19
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1998
PART I - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
<TABLE>
(c)
(b) Description of investment including
Identity of issue, borrower, maturity date, rate of interest, (d) (e)
(a) lessor, or similar party collateral, par or maturity value Cost Current value
- ----- ---------------------------- ----------------------------------- ---------- -------------
<S> <C> <C> <C> <C>
* WesBanco, Inc. 464,728 Shares Common $4,336,534 $13,709,476
Federated Managed Registered Investment Co. $ 5,088 $ 5,345
Income Fund 489.906 Shares
Federated Managed Registered Investment Co. $ 36,099 $ 39,734
Growth & Income Fund 3,355.919 Shares
Federated Managed Registered Investment Co. $ 42,576 $ 49,747
Growth Fund 3,862.324 Shares
Federated Managed Registered Investment Co. $ 35,656 $ 43,424
Aggressive Growth Fund 3,112.848 Shares
Federated Max-Cap Fund Registered Investment Co. $ 126,578 $ 152,186
5,996.301 Shares
Harbor Bond Fund Registered Investment Co. $ 48,017 $ 46,632
4,134.004 Shares
Harbor Capital Appreciation Registered Investment Co. $ 574,417 $ 674,185
Fund 17,746.395 Shares
Harbor International Registered Investment Co. $ 38,005 $ 39,789
Fund II 3,258.705 Shares
Prime Obligations Fund Registered Investment Co. $ 442,877 $ 442,877
442,877.22 Shares
* Loans to Participants Varied Term Through 2004 $ -0- $ 90,409
Interest Rate 7.80% - 8.43% -----------
TOTAL INVESTMENTS $15,293,804
===========
</TABLE>
<PAGE> 20
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1998
PART II - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES THAT WERE BOTH
ACQUIRED AND DISPOSED OF WITHIN THE PLAN YEAR
<TABLE>
(b)
Description of investment
(a) including maturity date,
Identity of issue, borrower, rate of interest, collateral, (c) (d)
lessor, or similar party par or maturity value Costs of acquisitions Proceeds of dispositions
- ---------------------------- ---------------------------- --------------------- ------------------------
<S> <C> <C> <C>
Federated Max Cap Mutual Fund 16.925 Shares $ 371 $ 15
Federated Max Cap Mutual Fund 67.124 Shares $ 1,566 $ (13)
Federated Max Cap Mutual Fund 66.577 Shares $ 1,553 $ 38
Federated Max Cap Mutual Fund 46.663 Shares $ 959 $ 112
Harbor Cap Appreciation Mutual Fund 26.928 Shares $ 951 $ (2)
Harbor Cap Appreciation Mutual Fund 3.075 Shares $ 109 $ (4)
Harbor Cap Appreciation Mutual Fund 12.254 Shares $ 433 $ (14)
Harbor Cap Appreciation Mutual Fund 38.534 Shares $ 1,361 $ 14
Federated Home Loan Banks 6.000% Bond Due 8-13-01 $ 35,000 $ 53
Federated Home Loan Banks 6.030% Bond Due 3-11-03 $ 10,000 $ 19
Federated Home Loan Banks 6.435% Bond Due 9-25-03 $ 19,860 $ 88
West Virginia General Obligation West Virginia Obligation $ 20,000 $ 104
</TABLE>
PART III - SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS
<TABLE>
(g)
Detailed description
of loan including
dates of making and
maturity, interest
rate, the type and
value of collateral,
(b) Amount received any renegotiation of
Identity (c) during reporting year (f) the loan and the Amount Overdue
and Original --------------------- Unpaid terms of the -------------------
address amount of (d) (e) balance at renegotiation and (h) (i)
(a) of obligor loan Principal Interest end of year other material items Principal Interest
- --- ---------- --------- --------- -------- ----------- -------------------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
<PAGE> 21
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1998
PART IV - SCHEDULE OF LEASES IN DEFAULT OR CLASSIFIED AS UNCOLLECTIBLE
<TABLE>
(d)
Terms and
description
(type of
property,
location and
date it was
(c) purchased,
Relation- terms regard-
ship to ing rent, taxes,
plan, insurance,
employer, repairs, (g) (h)
(b) employee, expenses, (f) Gross Expenses
Identity organiza- renewal Current rental paid (j)
of tion, or options, date (e) value receipts during (i) Amount
lessor/ other party- property Original at time during the the plan Net in
(a) lessee in-interest was leased) cost of lease plan year year receipts arrears
- --- ------ ----------- ------------ --------- -------- ---------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
PART V - SCHEDULE OF REPORTABLE TRANSACTIONS
<TABLE>
(b)
Description
of asset
(include (h)
(a) interest (f) Current (i)
Identity rate and Expense value Net
of maturity (c) (d) (e) incurred (g) of asset on gain
party in case Purchase Selling Lease with Cost of transaction or
involved of a loan) price price rental transaction asset date (loss)
- -------- ---------- -------- ------- ------ ----------- ------- ----------- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Money Cash
Market 192 Purchases $5,641,646 $5,641,646
Money Cash
Market 90 Sales $5,717,905 $5,717,905 $5,717,905 $ -0-
</TABLE>
<PAGE> 22
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(k) PROVISIONS)
FORM 5500 - SCHEDULE G INFORMATION
1998
PART VI - SCHEDULE OF NONEXEMPT TRANSACTIONS
<TABLE>
(c)
Description of
transactions
(b) including
Relation- maturity
ship date, rate of (g) (j)
to plan, interest, Expenses (i) Net
(a) employer, collateral, incurred in (h) Current gain or
Identity or other par or (d) (e) (f) connection Cost value (loss) on
of party party-in- maturity Purchase Selling Lease with of of each
involved interest value price price rental transaction asset asset transaction
- -------- --------- ----------- -------- ------- ------ ----------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
PART VII - SCHEDULE OF NONEXEMPT TRANSACTIONS
<TABLE>
(c)
Description of
transactions
(b) including
Relation- maturity
ship date, rate of (g) (j)
to plan, interest, Expenses (i) Net
(a) employer, collateral, incurred in (h) Current gain or
Identity or other par or (d) (e) (f) connection Cost value (loss) on
of party party-in- maturity Purchase Selling Lease with of of each
involved interest value price price rental transaction asset asset transaction
- -------- --------- ----------- -------- ------- ------ ----------- ----- ----- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
None
</TABLE>
<PAGE> 23
SIGNATURES
The Plan.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have
duly caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
COMMERCIAL BANCSHARES, INC.
EMPLOYEE STOCK OWNERSHIP PLAN
(WITH 401(K) PROVISIONS)
-----------------------------
(Name of Plan)
June 29, 1999
- -------------
Date /s/ Paul M. Limbert
-------------------
Chairman of the KSOP Committee
WesBanco, Inc., Executive Vice
President & Chief Financial Officer
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT AUDITORS
To the Plan Administrative Committee
Commercial BancShares, Inc. Employee Stock Ownership
Plan (Containing Section 401(k) Provisions)
Parkersburg, West Virginia
We consent to incorporation by reference of our report dated May 27, 1999
relating to the Statements of Net Assets Available for Benefits with Fund
Information of Commercial BancShares, Inc. Employee Stock Ownership Plan
(Containing Section 401(k) Provisions) as of December 31, 1998 and 1997 and
the related Statements of Changes in Net Assets Available for Benefits with
Fund Information for the years then ended, which appears in Commercial
BancShares, Inc.'s Form 11K for 1998.
/s/ Harman, Thompson, Mallory & Ice, A.C.
Parkersburg, West Virginia
June 28, 1999
