<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-12
. . . . . . . . . . . . . . WESBANCO, INC. . . . . . . . . . . . . . . . . .
(Name of Registrant as Specified in Its Charter)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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<PAGE> 2
WESBANCO, INC.
Wheeling, West Virginia 26003
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held
April 19, 2000
TO THE STOCKHOLDERS OF WESBANCO, INC.:
The Annual Meeting of the Stockholders of WesBanco, Inc. will be held
at the Ramada Plaza City Center Hotel, 1200 Market Street, Wheeling, West
Virginia, 26003, on Wednesday, April 19, 2000, at 4:00 p.m.
The purposes of the meeting are as follows:
(1) To elect nine (9) persons to the Board of Directors, eight (8)
to serve for a term of three (3) years and one (1) to serve for a term
of two (2) years.
(2) To consider and act upon such other matters as properly may
come before the meeting or any adjournment thereof.
The holders of the common stock of the Corporation as of the close of
business on March 10, 2000, are entitled to vote at the meeting.
You are requested to sign and date the enclosed form of Proxy and return
it in the enclosed envelope at your earliest convenience. As indicated in
the accompanying Proxy Statement, proxies may be revoked at any time prior
to the voting thereof.
By order of the Board of Directors.
LARRY G. JOHNSON
Secretary
Wheeling, West Virginia
March 15, 2000.
<PAGE> 3
PROXY STATEMENT
OF
WESBANCO, INC.
Bank Plaza
Wheeling, West Virginia 26003
ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 2000
-------------------------------
This statement is furnished to the stockholders of WesBanco, Inc. in
connection with the solicitation of proxies to be used in voting at the
annual meeting of the stockholders of the Corporation, which will be held at
the Ramada Plaza City Center Hotel, 1200 Market Street, Wheeling, West
Virginia, 26003, at 4:00 p.m. on Wednesday, April 19, 2000. This statement
is being mailed to the stockholders on or about March 15, 2000.
WesBanco, Inc. is the parent company and the holder of all of the
outstanding shares of the capital stock of WesBanco Bank, Inc., Wheeling,
West Virginia, WesBanco Properties, Inc., Wheeling, West Virginia, Hometown
Finance Company, Parkersburg, West Virginia, WesBanco Securities, Inc.,
Marietta, Ohio, and Wesbanco Insurance Services, Inc., Shinnston, West
Virginia.
Proxies
-------
The proxies are solicited by the Board of Directors of the Corporation,
and the cost thereof is being borne by the Corporation. Employees and
Directors of WesBanco and its subsidiaries may follow up on this written
solicitation by telephone or other methods of communication.
Proxies may be revoked by the stockholders who execute them at any time
prior to the exercise thereof by written notice to the Corporation, or by
announcement at the stockholders meeting. Unless so revoked, the shares
represented by all proxies will be voted, by the persons named in the proxies,
at the stockholders meeting and all adjournments thereof, in accordance with
the specifications set forth therein, or, absent such specifications, in
accordance with the discretion of the holders of such proxies.
Stock Outstanding and Voting Rights
-----------------------------------
The authorized capital stock of the Corporation consists of 50,000,000
shares of common stock of the par value of $2.0833 per share, and 1,000,000
shares of preferred stock without par value. Of the 50,000,000 shares of
authorized common stock, as of February 29, 2000, there were 19,664,338
shares issued and outstanding.
There are no shares of preferred stock outstanding. The authorized
shares of preferred stock of WesBanco may be issued in one or more classes
or series with such preferences and voting rights as the Board of Directors
may fix in the resolution providing for the issuance of such shares. The
issuance of shares of preferred stock could affect the relative rights of
WesBanco common stock. Depending upon the exact terms, limitations and
relative rights and preferences, if any, of the shares of preferred stock as
determined by the Board of Directors of WesBanco at the time of issuance,
the holders of preferred stock may be entitled to a higher dividend rate
than that paid on the common stock, a prior claim on funds available for the
payment of dividends, a fixed preferential payment in the event of
liquidation and dissolution of the company, redemption rights, rights to
convert their preferred stock into shares of WesBanco common stock, and
voting rights which would tend to dilute the voting control of the
Corporation by the holders of WesBanco common stock.
Stockholders of record as of the close of business on March 10, 2000,
will be entitled to vote at the stockholders meeting. Each stockholder will
be entitled to one vote for each share of common stock held, as shown by the
records of the Corporation at that time. Cumulative voting in the election
of Directors is permitted by West Virginia statutory provisions, and the
exercise of that right is not subject to any condition precedent. Each
stockholder is entitled to as many votes as shall equal the number of his
shares of common stock multiplied by the number of Directors to be elected
within each class, and he may cast all of such votes for a single Director
or he may distribute them among the number to be voted for as he may see fit.
To the best of management's knowledge, WesBanco Trust and Investment
Services, the Trust Department of WesBanco Bank, Inc., Bank Plaza, Wheeling,
West Virginia, 26003, is the only holder or beneficial owner of more than 5%
of the common stock of the Corporation. As of December 31, 1999, 2,050,318
shares of the common stock of the Corporation, representing 10.36% of the
total shares outstanding, were held in various capacities in the Trust
Department. Of these shares, the Bank does not have voting control of
915,360 shares, representing 4.63% of the shares outstanding, has partial
voting control of 34,200 shares, representing 0.17% of the shares
outstanding, and sole voting control of 1,087,886 shares, representing 5.50%
of the shares outstanding. In accordance with its general practice, shares
of the common stock of the Corporation over which the Bank has sole voting
control will be
<PAGE> 4
voted in accordance with the recommendations of management. Shares over
which the Bank has partial voting control will be similarly voted if the
Bank has the concurrence of the co-fiduciary or co-fiduciaries.
The following table lists each stockholder known to WesBanco to be
the beneficial owner of more than 5% of WesBanco's common stock as of
December 31, 1999, as more fully described above:
Principal Holders
-----------------
Name &
Address of Amount and Nature
Title Beneficial of Beneficial Percent
Class Owner Ownership of Class
- ------ ----------- ------------ --------
Common WesBanco Trust and
Investment Services
One Bank Plaza
Wheeling, WV 26003 2,050,318* 10.36%
*Nature of beneficial ownership more fully described in text immediately
preceding table.
Election of Directors
---------------------
The Board of Directors of the Corporation is divided into three classes,
as nearly equal in number as the numerical membership of the Board will
permit, the members of such classes to serve staggered terms of three years
each. The Bylaws permit the Board to determine each year the number of
Directors up to a maximum of thirty-five (35), and the Board of Directors
has determined that the Board shall consist of twenty-eight (28) members, and
has fixed the number of Directors to be elected at the forthcoming meeting at
nine (9), eight (8) of whom are to be elected for a three-year term which
will expire at the annual stockholders meeting in 2003 and one to be elected
for an unexpired term of two (2) years expiring at the annual stockholders
meeting in 2002. Proxies may not be voted for a greater number of persons
than are nominated.
Accordingly, the following persons have been nominated for election to
the Board:
Nominees(1)
-----------
A. For the Three-Year Term Expiring at the Annual Stockholders Meeting in 2003
Name Age Principal Occupation(2) Director Since
- ---- --- ----------------------- --------------
Ray A. Byrd 55 Lawyer; Partner, Schrader, 06/09/77
Byrd & Companion, PLLC
James D. Entress 61 Oral & Maxillo-Facial 12/20/90
Surgeon - Retired
Ernest S. Fragale 53 Former President, WesBanco 08/20/96
Mortgage Company;
former owner and
President, Universal
Mortgage Company
Edward M. George 63 President & CEO, 12/02/91
WesBanco, Inc.;
President & CEO,
WesBanco Bank, Inc.;
former Chairman of the
Board, WesBanco Bank
Wheeling
Carter W. Strauss 53 President, Strauss Industries, 07/28/76
Inc.
<PAGE> 5
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
Reed J. Tanner 46 Certified Public Accountant 12/30/96
Partner, Tanner & Tanner, a
division of Simpson & Osborne,
A.C.
Robert K. Tebay 65 Owner-Operator, Tebay Dairy 04/15/98
William E. Witschey 68 President, Witschey's 01/10/85
Market, Inc. (retail food
management)
(1) One vacancy exists in this class. Incumbent Director Frank K. Abruzzino
sold his stock in a block sale to the Corporation on March 10, 2000, and
resigned from the Board electing not to stand for re-election. It is not
anticipated that this vacancy will be filled since it is the goal of the
Corporation to reduce the size of the Board.
(2) Principal occupation during the past five (5) years.
B. For a Two-Year Term Expiring at the Annual Stockholders Meeting in 2002
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
Thomas J. Hansberry 54 President, Charleston Region, 03/31/99
WesBanco Bank, Inc.; Former
President, North Central
West Virginia Region,
WesBanco Bank, Inc.; former
President & CEO of WesBanco
Bank Fairmont, Inc.; former
CEO of The Heritage Bank of
Harrison County, Inc.
(1) Principal occupation during the past five (5) years.
In the absence of instructions to the contrary, the enclosed form of
proxy, if executed and returned to the Corporation, will be voted in the
manner determined by the holder or holders thereof. Discretionary authority
to cumulate votes in the election of Directors is solicited, and unless
otherwise directed, the holder or holders of such proxies shall have the
authority to cumulate votes represented thereby and to distribute the same
among the nominees in such manner and numbers as such holder or holders, in
his or their discretion, may determine. This authority will be exercised by
the holder or holders of the proxies in the event that any person or persons,
other than the nominees named above, should be nominated for election to the
Board of Directors.
All of the foregoing nominees presently are serving as members of the
Board. In the event that, at any time prior to the stockholders meeting,
any of the foregoing nominees should become unavailable for election to the
Board of Directors, the shares of stock represented by the proxies will be
voted for such other nominee or nominees as the holders of the proxies, in
their judgment, may determine.
Continuing Directors
--------------------
In addition to the foregoing nominees, the following persons presently
are serving as members of the Board of Directors:
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 2002
------------------------------------------
Name Age Principal Occupation(1) Director Since
- ---- --- -------------------------- --------------
James G. Bradley (2) 55 President & CEO, Wheeling- 08/20/98
Pittsburgh Steel Corp.
<PAGE> 6
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
R. Peterson Chalfant 59 Lawyer; Partner, Chalfant 08/30/96
& Henderson
John H. Cheffy 66 Retired; former Vice President/ 08/20/98
Cashier, WesBanco Bank
Barnesville
John W. Kepner 67 Mortician; President, 01/28/76
Kepner Funeral Homes, Inc.
Frank R. Kerekes 53 Executive Vice-President, 12/21/95
WesBanco Bank, Inc.; former
Executive Vice-President,
WesBanco Bank Fairmont,
Inc.; former President & CEO,
WesBanco Bank Fairmont, Inc.
Robert H. Martin 66 Vice Chairman, WesBanco, 02/28/94
Inc.; former Chairman of the
Board, WesBanco Bank Fairmont;
President, Eastland Enterprises,
Inc., a personal holding company;
owner, Mt. Zion, Inc., a
nursery
Joan C. Stamp 48 Director, Mid Atlantic 02/15/96
Arts Foundation;
member, West Virginia Arts
Commission
James W. Swearingen 68 Retired Advertising Executive 08/20/98
(1) Principal occupation during the past five (5) years.
(2) Attended less than 75% of all Board and Committee meetings during the
year 1999.
Directors Whose Term of Office Will Expire
at the Annual Stockholders Meeting in 2001
------------------------------------------
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
James E. Altmeyer(2) 61 President, Altmeyer Funeral 10/16/87
Homes, Inc.
Christopher V. Criss 44 Former Vice Chairman, WesBanco 07/17/92
Bank Parkersburg; President &
Chief Executive Officer, Atlas
Towing Co.
Stephen F. Decker 48 President, Parkersburg Region, 12/02/91
WesBanco Bank, Inc.; former
Executive Vice-President &
Senior Loan Officer, WesBanco,
Inc.; former President, Preston
County Offices; former
Executive Vice President,
WesBanco Bank Fairmont
<PAGE> 7
Name Age Principal Occupation(1) Director Since
- ---- --- ----------------------- --------------
James C. Gardill 53 Chairman of the Board, 11/13/80
WesBanco, Inc.; Lawyer;
Partner, Phillips, Gardill,
Kaiser & Altmeyer
Larry G. Johnson 52 Secretary, WesBanco, Inc.; 04/15/98
Executive Vice-President,
Parkersburg Region, WesBanco
Bank, Inc.; former Executive
Vice President & Chief Financial
Officer, WesBanco Bank Parkersburg;
former Executive Vice President
& Chief Financial Officer,
Commercial BancShares, Inc.
Roland L. Hobbs 67 Chairman, Wheeling Park 07/28/76
Commission
William E. Mildren, Jr. 55 Vice Chairman, WesBanco, Inc.; 04/15/98
former Chairman, President &
Chief Executive Officer, WesBanco
Bank Parkersburg; former
Chairman, President & CEO,
Commercial BancShares, Inc.
Eric Nelson 70 President, Nelson 04/16/87
Enterprises (investments)
Richard K. Riederer (2) 56 President & CEO, Weirton 06/19/97
Steel Corporation; former
Executive Vice President &
CFO, Weirton Steel Corporation
J. Christopher Thomas 50 Former President & CEO, 01/02/98
WesBanco Bank Charleston,
former President & CEO;
United Home Lending Services,
Inc. and former President &
CEO, Eagle Bancorp, Inc.
(1) Principal occupation during the past five (5) years.
(2) Attended less than 75% of all Board and Committee meetings during the
year 1999.
Ownership of Securities by Directors, Nominees and Officers
- -----------------------------------------------------------
The following table sets forth the number of shares of the Corporation's
common stock beneficially owned by each nominee, each continuing director and
each officer of the Corporation named in the Summary Compensation Table and
all of its executive officers and directors as a group as of February 11,
2000. There is no other class of voting securities issued and outstanding.
Sole Voting Shared Voting
Name of and Investment and/or Investment
Beneficial Owner Authority Authority Percent
- ---------------- -------------- ----------------- -------
James E. Altmeyer 12,657 *
Earl C. Atkins (Expired Term) 1,190 (1) 20,471 (2) *
James G. Bradley -0- *
Ray A. Byrd (Nominee) 6,526 (3) *
R. Peterson Chalfant 6,825 339,300 (4) *
John H. Cheffy 4,797 27,192 (5) *
Christopher V. Criss 48,070 (6) 111,746 (6) *
<PAGE> 8
Sole Voting Shared Voting
Name of and Investment and/or Investment
Beneficial Owner Authority Authority Percent
- ---------------- -------------- ------------------ -------
Stephen F. Decker 9,605 *
James D. Entress (Nominee) 26,111 (7) *
Ernest S. Fragale (Nominee) 59,074 *
James C. Gardill 49,728 (8) *
Edward M. George (Nominee) 16,330 (9) *
Thomas J. Hansberry (Nominee) 19,950 (10) *
Roland L. Hobbs 25,160 (11) *
Larry G. Johnson 36,126 (12) *
John W. Kepner 5,363 (13) *
Frank R. Kerekes 864 *
Paul M. Limbert (Executive
Officer) 11,338 (14) *
Robert H. Martin 104,652 (15) *
William E. Mildren, Jr. 185,427 *
Eric Nelson 49,884 (16) *
Richard K. Riederer 265 (17) *
Jerome B. Schmitt (Executive
Officer) 5,661 (18) *
Joan C. Stamp 19,825 (19) *
Carter W. Strauss (Nominee) 35,487 (20) *
James W. Swearingen 3,475 *
Reed J. Tanner (Nominee) 4,373 (21) 2,712 (22) *
Robert K. Tebay (Nominee) 11,042 (23) *
J. Christopher Thomas 715 6,795 (24) *
William E. Witschey (Nominee) 8,480 (25) 55,972 (25) *
Dennis P. Yaeger (Executive
Officer) 9,170 (26) *
All Directors and Officers
as a group
(33 persons) 783,622 564,188 6.8%
*Beneficial ownership does not exceed one percent (1%).
(1) Includes 798 shares held for Mr. Atkins' benefit in a Rabbi Trust
established under the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Additionally, Mr. Atkins' wife, Betty Jo
Atkins, is the owner of additional 19,563 shares held in trust.
Mr. Atkins is a retiring director whose term of office expires at the
upcoming shareholders meeting.
(2) Mr. Atkins' grandchildren are the owners of 20,471 shares held in trust.
(3) Includes 3,389 shares held for Mr. Byrd's benefit in a Rabbi Trust
established under the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.
(4) Mr. Chalfant is the Executor of his father's Estate. His father's Estate
owns 136,500 shares. Mr. Chalfant is also the Executor of his mother's
Estate. His mother's Estate owns 202,800 shares.
(5) Mr. Cheffy is the attorney-in-fact for his father, Homer Cheffy, who is
the owner of 27,192 shares. Additionally, Mr. Cheffy's wife, Mary Ann
Cheffy, is the owner of 2,818 shares for which Mr. Cheffy disclaims
beneficial ownership.
(6) Includes 2,177 shares held for Mr. Criss' benefit in a Rabbi Trust
established under the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Atlas Towing Company, in which Mr. Criss
owns a substantial interest and serves as an officer and director,
owns 111,746 shares.
(7) Includes 26,111 shares held at WesBanco Bank, Inc. as custodian for
James D. Entress' IRA. Dr. Entress' wife, Dr. Cheryl Entress, is the
owner of an additional 13,514 shares held in an IRA custodian account at
WesBanco Bank, Inc. for which Dr. Entress disclaims beneficial ownership.
<PAGE> 9
(8) Includes 9,635 shares held for Mr. Gardill's benefit in a Rabbi Trust
established under the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Includes an additional 12,957 shares held
by Mr. Gardill's wife, Linda T. Gardill, and 2,834 shares held in her
IRA custodian account at WesBanco Bank, Inc.
(9) Mr. George's wife, Sandra F. George, is the owner of an additional 502
shares for which Mr. George disclaims beneficial ownership. Excludes
vested options to acquire 5,555 shares which are vested in the WesBanco
Performance Based Key Executive Incentive Plan.
(10) Includes an additional 873 shares held by Mr. Hansberry as custodian
for his minor children.
(11) Includes 1,160 shares held for Mr. Hobbs' benefit in a Rabbi Trust
established under the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Mr. Hobbs' wife, Sarah F. Hobbs, is the
owner of an additional 4,620 shares for which Mr. Hobbs disclaims
beneficial ownership.
(12) Mr. Johnson's son, Benjamin C. Johnson, is the owner of an additional
396 shares for which Mr. Johnson disclaims beneficial ownership.
(13) Mr. Kepner's wife, Joan B. Kepner, is the owner of an additional 400
shares for which Mr. Kepner disclaims beneficial ownership.
(14) Excludes vested options to purchase 2,777 shares which are vested in the
WesBanco Performance Based Key Executive Incentive Plan.
(15) Includes 45,280 shares owned by Mt. Zion, Incorporated, which is wholly
owned by Mr. Martin. Mr. Martin's wife, Lucille D. Martin, is the owner
of an additional 5,056 shares held in Trust in her IRA account at
WesBanco Bank, Inc.
(16) Mr. Nelson's wife, Ann P. Nelson, is the owner of an additional 5,232
shares for which Mr. Nelson disclaims beneficial ownership.
(17) Includes 265 shares held for Mr. Riederer's benefit in a Rabbi Trust
established under the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan.
(18) Excludes vested options to purchase 2,777 shares which are vested in
the WesBanco Performance Based Key Executive Incentive Plan.
(19) Includes 10,696 shares held in Mrs. Stamp's trust at WesBanco Bank, Inc.
(20) Includes 9,852 shares held for Mr. Strauss' benefit in a Rabbi Trust
under the WesBanco, Inc. and All Affiliate Banks Directors Deferred
Compensation Plan. Mr. Strauss' wife, Barbara Strauss, is the owner of
an additional 3,491 shares held in a custodian account at WesBanco Bank,
Inc. for which Mr. Strauss disclaims beneficial ownership.
(21) Includes 746 shares held for Mr. Tanner's benefit in a Rabbi Trust
established under the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Includes an additional 1,294 shares held
by Mr. Tanner as Custodian for his minor children.
(22) Includes 567 shares held in trust in which Mr. Tanner has a beneficial
interest. He is also Co-Trustee of his brother's family trust which
holds 2,145 shares for which Mr. Tanner disclaims beneficial ownership.
(23) Includes 227 shares held for Mr. Tebay's benefit in a Rabbi Trust
established under the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan. Additionally, Mr. Tebay's wife, Mary Ann
Tebay, is the owner of an additional 100 shares for which Mr. Tebay
disclaims beneficial ownership.
(24) Mr. Thomas is Trustee of trusts established by his father and mother,
which hold 5,097 shares and 1,698 shares, respectively.
(25) Mr. Witschey's wife, Wilda C. Witschey, is the owner of an additional
9,692 shares for which Mr. Witschey disclaims beneficial ownership.
Includes 46,132 shares which are owned by Witschey's Market in which
Mr. Witschey has a substantial stock interest. Also includes 9,840
shares which are owned by Witschey Realty in which Mr. Witschey has a
substantial stock interest.
<PAGE> 10
(26) Excludes vested options to purchase 2,777 shares which are vested in
the WesBanco Performance Based Key Executive Incentive Plan. Includes
1,927 shares held by Mr. Yaeger as Custodian for a minor child.
Excludes 564 shares held by his son, Corey, for which he disclaims
beneficial ownership.
Section 16(a) Beneficial Ownership Reporting Compliance
-------------------------------------------------------
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's officers, directors, and persons who own more than 10% of a
registered class of the Corporation's equity securities, to file reports of
ownership and changes in ownership with the Securities & Exchange Commission.
Officers, directors and greater than 10% shareholders are required by SEC
regulations to furnish the Corporation with copies of all Section 16(a)
forms they file.
Based solely on its review of the copies of Forms 3, 4 and 5 received by
it, or written representations from certain reporting persons that no Forms 5
were required for those persons, the Corporation believes that, during the
calendar year 1999, all filing requirements applicable to its officers,
directors and greater than 10% beneficial owners were fulfilled, except that
reports covering two transactions involving sales by Mt. Zion, Incorporated,
which is wholly owned by Robert H. Martin and by the Trustee of a Trust in
which William E. Witschey was a beneficial owner, were reported late by Mr.
Martin and Mr. Witschey. WesBanco is required to report late filings.
Transactions With Directors and Officers
----------------------------------------
It has been the practice of the subsidiary bank of the Corporation, on
occasion, to engage in the ordinary course of business in banking
transactions, which at times involved loans in excess of $60,000.00, with
some of its Officers and Directors and some of the Officers and Directors of
the Corporation and their associates. It is anticipated that the practice
will be continued. All loans to such persons, however, have been made, and
in the future will be made, in the ordinary course of business and on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with other persons,
and did not, and will not, involve more than normal risk of collectibility or
present other unfavorable features. From time to time the firm of Phillips,
Gardill, Kaiser & Altmeyer of which James C. Gardill, Chairman of the Board
and a Director of the Corporation, is a partner, and the firm of Schrader,
Byrd & Companion, PLLC, of which Ray A. Byrd, Director of the Corporation, is
a partner, and the firm of Steptoe & Johnson, of which Frank K. Abruzzino, a
former Director of the Corporation, is a member, have rendered legal services
to the Corporation. Fees aggregating $417,158.45 were paid to the law firm of
Phillips, Gardill, Kaiser & Altmeyer for legal services rendered to the
Corporation and its banking affiliates during the year 1999. It is contemplated
that one or all of these firms will be retained to perform legal services
during the current year.
The Corporation purchased 68,151 shares of its common stock beneficially
owned by a director, Frank K. Abruzzino, in a direct transaction pursuant to
agreement made on March 8, 2000,for $1,593,029.
Executive Officers of the Corporation
-------------------------------------
The executive officers of the Corporation are listed below. Each listing
includes a statement of the business experience of each executive officer
during at least the last five years. Executive officers are elected annually
by the Board of Directors and serve at the pleasure of the Board.
EDWARD M. GEORGE, JR., age 63, is President and Chief Executive Officer,
WesBanco, Inc., and WesBanco Bank, Inc. Mr. George has served the Corporation
as Executive Vice President-Loans and served as Vice President of Commercial
Mortgage Loans. Mr. George served WesBanco Bank Wheeling as Chairman of the
Board, its President and Chief Executive Officer, as well as Chief Executive
Officer. He has also held the position of Vice President-Commercial Mortgage
Loans. Mr. George joined the Bank in May 1983. Prior to that time, he served
as President and Chief Executive Officer, Wellsburg National Bank from
1981-1983 and prior to that, he was Senior Vice President, Half Dollar Trust
and Savings Bank. Mr. George was an Examiner in charge of bank audits for the
Federal Reserve Bank of Cleveland from 1966-1973.
PAUL M. LIMBERT, age 53, is the Executive Vice President and Chief
Financial Officer, WesBanco, Inc. Mr. Limbert also served as Vice Chairman
and Chief Financial Officer for WesBanco Bank Wheeling, and previously served
as President and Chief Executive Officer of WesBanco Bank Wheeling. In
addition, Mr. Limbert served WesBanco Bank Wheeling in a variety of capacities,
including Assistant Controller and Controller, Vice President and Controller,
Senior Vice President and Controller, Executive Vice President and Controller,
and Executive Vice President and Treasurer. Mr. Limbert joined the
Corporation in April 1977. Prior to that, he was a Senior Accountant at
Price Waterhouse and served a tour of duty in the United States Army.
DENNIS P. YAEGER, age 50, is the Executive Vice President and Chief
Operating Officer of WesBanco, Inc., a position held since 1993. Mr. Yaeger
has served WesBanco, Inc. as Vice President Bank Operations in 1987
<PAGE> 11
and Executive Vice President Bank Operations in 1990. Mr. Yaeger has served
WesBanco Bank Wheeling as Vice Chairman of the Board of Directors. He
previously held the positions of Executive Vice President-Bank Operations
from 1978 to 1987. From 1976 to 1978, Mr. Yaeger worked in the Commercial
Loan Department as a Loan Officer. He started his career at WesBanco Bank
Wheeling and held early positions as Management Trainee, Administrative
Assistant and Assistant Operations Officer.
WILLIAM E. MILDREN, JR., age 55, has served as Vice Chairman and Director
of the Corporation since March 31, 1998. He formerly served as Chairman of
WesBanco Bank Parkersburg from September 1999 to January 14, 2000. Mr.
Mildren was Chairman, President and Chief Executive Officer and Director of
WesBanco Bank Parkersburg from January 1999 to September 1999. Mr. Mildren
was Chairman, President and Chief Executive Officer of Commercial BancShares,
Inc., and Chairman of the Board of Commercial Banking and Trust Company from
November 1992 to March 31, 1998. He was President and Chief Executive Officer
of Commercial Bank from January 1982 to November 1992. He joined the credit
card department of Commercial Bank in July 1971. He subsequently served as
manager of the credit card department, Vice President of Marketing, Vice
President of Operations, and Senior Vice President before being named
President. Prior to joining Commercial, Mr. Mildren had been employed by
Union Trust & Deposit Company of Parkersburg.
JEROME B. SCHMITT, age 50, was named Executive Vice President -
Investments/Trusts, WesBanco, Inc. in January, 1999. He most recently served
as Senior Vice President-Trust and Investments. He joined the staff of the
Corporation in 1972 and was promoted to Vice President-Investments in 1983 and
to Senior Vice President in 1990. Mr. Schmitt received his designation as
Chartered Financial Analyst in 1976. He has served in a variety of other
positions, including Trust Operations and Trust Investments in 1972.
JOHN W. MOORE, JR., age 52, currently serves WesBanco, Inc. as Senior
Vice President-Human Resources. Mr. Moore joined the Corporation in 1976 as
Director of Personnel. He served in that capacity until 1980 when he was
appointed Vice President-Personnel/Human Resources for WesBanco Bank Wheeling.
He was made Vice President-Personnel, WesBanco, Inc. in 1986 and Senior Vice
President-Human Resources in January, 1993, for WesBanco, Inc. Mr. Moore
served as Senior Vice President-Personnel/Human Resources in May 1993 for
WesBanco Bank Wheeling. Mr. Moore formerly served as Director of the
Counseling Center at West Liberty State College and Adjunct Instructor at
West Liberty State College and West Virginia University from 1971 to July 1976.
Mr. Moore was a public school teacher in 1970.
LARRY G. JOHNSON, age 52, has served as Secretary and Director of the
Corporation since March 31, 1998. Mr. Johnson also serves as Executive Vice
President of the Parkersburg Region of WesBanco Bank, Inc. Mr. Johnson was
Executive President and Chief Financial Officer of Commercial BancShares,
Inc., from May 11, 1994, until its merger with WesBanco, Inc., on March 31,
1998. He served as Corporate Secretary for Commercial BancShares beginning
in December 1983. Mr. Johnson was Executive Vice President and Chief
Financial Officer for Commercial Banking and Trust Company from January 1,
1991, to May 10, 1994. He joined Commercial May 1, 1973, as Auditor and
later served the bank in other positions, including Comptroller and Cashier.
Prior to his employment with Commercial, he was a bank examiner with the
Federal Deposit Insurance Corporation.
PETER W. JAWORSKI, age 44, joined WesBanco Bank Wheeling as Vice
President- Loan Review/Senior Loan Review Officer in June 1995. In July 1997,
Mr. Jaworski was named Vice President- Credit Risk Management, WesBanco Bank
Wheeling and WesBanco, Inc. In December 1997, he was elevated to the position
of Senior Vice President, Credit Administration for WesBanco, Inc. Mr.
Jaworski was appointed as Senior Vice President and Chief Credit Officer in
December 1999. Prior to joining the Corporation, Mr. Jaworksi was Senior
Vice President and Senior Credit Officer for Bank One of Wheeling. Prior to
working with Bank One, Mr. Jaworski was Vice President and Comptroller for
Citizens Bank, Martins Ferry, Ohio, and had served as Staff Accountant,
Senior Accountant and Audit Manager for Anthony, O'Connor, Bodkin & Company
and O'Connor & Associates from 1979 - 1984. Mr. Jaworski also served as an
Accountant/Tax Preparer for the law firm of Herndon, Morton, Herndon & Yaeger
from 1977-1979.
Compensation of Executive Officers
----------------------------------
The officers of the Corporation presently are serving without
compensation from WesBanco, Inc. They are, however, compensated by WesBanco,
Inc. subsidiaries for services rendered as officers of those corporations.
The following tables set forth the total compensation paid by WesBanco's
subsidiary bank during each of the three years ended December 31, 1999, 1998
and 1997, to the five highest paid executive officers, together with options
granted and the benefits payable to them from the Corporation's pension plan
upon retirement.
<PAGE> 12
<TABLE>
SUMMARY COMPENSATION TABLE
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
------------------------- -------------------- -------
Other Restricted All Other
Salary Salary Bonus Annual Stock Stock LTIP Compensation
Name and Position Year ($) ($) Comp.($)(1) Awards Options Payouts ($)(2)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Edward M. George 1999 249,556 90,000 0 0 0 0 6,103
President & Chief 1998 228,324 90,000 0 0 10,000 0 5,045
Executive Officer 1997 201,145 75,000 0 0 0 0 6,270
Paul M. Limbert 1999 172,289 50,000 0 0 0 0 6,103
EVP & Chief 1998 161,116 50,000 0 0 5,000 0 5,045
Financial Officer 1997 146,428 40,000 0 0 0 0 6,270
Dennis P. Yaeger 1999 162,418 40,000 0 0 0 0 6,103
EVP & Chief 1998 154,376 40,000 0 0 5,000 0 5,045
Operating Officer 1997 143,092 35,000 0 0 0 0 6,270
Jerome B. Schmitt 1999 150,914 40,000 0 0 0 0 6,103
Exec. Vice Pres. 1998 138,410 40,000 0 0 5,000 0 5,045
Trust & Invests. 1997 122,240 35,000 0 0 0 0 6,150
William E. Mildren, 1999 184,583 0 0 0 0 0 6,103
Jr., Vice-Chairman, 1998 201,413 70,319 12,973 0 0 0 5,458
WesBanco, Inc. 1997 148,027 49,581 24,054 0 0 0 11,532
</TABLE>
(1) "Other Compensation" includes amounts paid by the Corporation's
subsidiaries as Directors Fees for Mr. Mildren.
(2) "All Other Compensation" includes the following: contributions
to the Corporation's KSOP Plan on behalf of each of the named
executives covered by the Plan.
Pension Plan Table
------------------
Remuneration ($) 15 20 25 30 35
- ---------------- ------- -------- ------- ------- -------
150,000 83,371 95,500 97,000 97,000 97,000
160,000 86,296 98,000 98,000 98,000 98,000
175,000 90,683 101,700 101,700 101,700 101,700
200,000 97,933 108,950 108,950 108,950 108,950
250,000 103,283 114,300 114,300 114,300 114,300
300,000 108,633 119,650 119,650 119,650 119,650
350,000 113,983 125,000 125,000 125,000 125,000
400,000 113,983 125,000 125,000 125,000 125,000
<PAGE> 13
WesBanco maintains a defined benefit pension plan for all employees and
a Supplemental Employee Retirement Plan for certain executive officers. The
table on the preceding page lists the approximate annual retirement benefits
(qualified plan and Supplemental Plan) an executive officer would receive if
he or she retired at age 65. Amounts are based on a 10 year term for the
Supplemental Plan and a full life annuity form for the defined benefit plan.
Under the defined benefit plan, a Participant's compensation covered by
the Bank's pension plan is the salary reported on the Form W-2 plus Section
125 contributions made by the employee (as reported in the Summary
Compensation Table), for the 60 consecutive months out of the last 120
consecutive months of the Participant's career for which such average is the
highest, or in the case of the Participant who has been employed for less
than 60 months, the period of his employment with the Bank. Average
compensation for named executives as of the end of the last calendar year is:
Mr. George: $278,778.68; Mr. Limbert: $185,949.42; Mr. Yaeger: $176,959.95;
Mr. Schmitt: $157,313.82; and Mr. Mildren $221,119.45. The estimated years
of service for each named executive are as follows: Mr. George: 16.583; Mr.
Limbert: 22.666; Mr. Yaeger: 27.333; Mr. Schmitt: 27.00 and Mr. Mildren: 1.75.
In 1999, WesBanco approved and subsequently established a Supplemental
Employee Retirement Plan for certain executive officers, including the
individuals named in the Summary Compensation Table, except for Mr. Mildren
who is covered by the Executive Supplemental Income Agreement hereinafter
described. Although benefits under the plan are unsecured, WesBanco
currently funds payment of such benefits through bank owned life insurance
arrangements where appropriate or available. The plan is a non-qualified
retirement benefit.
This plan provides for payment of a scheduled annual benefit at normal
retirement age of 65 of approximately 60% of current salary, less the defined
pension plan benefit, payable annually for a period of 10 years. The plan
further provides, pursuant to a schedule, for (i) a reduced early retirement
benefit, (ii) a disability retirement benefit, and (iii) a benefit payable
upon a termination of employment other than due to death, disability or
retirement within three years after a change of control (as defined in the
plan) of WesBanco. Each of these annual benefits is payable in monthly
installments for a period of 10 years beginning with the month following
the date that the executive attains age 65.
Death benefits also are payable under the Supplemental Plan. If the
executive dies prior to any termination of employment with WesBanco, the
executive's designated beneficiary is entitled to a payment of a death benefit
under a split dollar life insurance agreement. If the executive dies after
payment of retirement benefits under the plan has commenced, any remaining
benefit payments will be paid to the executive's designated beneficiary in the
same manner as they would have been paid to the executive. In addition, if
the executive dies after termination of employment with WesBanco and prior to
the commencement of any payment of retirement benefits under the plan, the
executive's designated beneficiary will be entitled to receive payment of the
executive's retirement benefit under the plan beginning with the month
following the executive's death.
Mr. George's contract contains a similar benefit percentage, but it is
not funded with life insurance. His contract requires the performance of
continuing services under certain circumstances and contains a non-competition
provision. It likewise contains a death and disability benefit.
Mr. Mildren is a beneficiary of an Executive Supplemental Income
Agreement previously adopted by Commercial Bancshares, Inc. Under this
Agreement, Mr. Mildren is promised a specified annual dollar amount payable
in monthly installments for approximately 12.08 years commencing at his normal
retirement age. The current annual benefit payable at age 65 for Mr. Mildren
is $54,606. The Agreement provides for reduced benefits in the event of early
retirement or death. The Agreement is a non-qualified, non-funded retirement
benefit.
Assumed Change in Control Agreements
------------------------------------
Effective November 1, 1996, Commercial BancShares, Inc. ("Commercial"),
a company acquired by merger with a wholly owned subsidiary of the Corporation,
entered into employment continuity agreements with Mr. Mildren, Jr. and Mr.
Johnson. The agreements have identical provisions and became operative upon
a change in control of Commercial, which occurred on March 31, 1998, with the
acquisition by the Corporation.
Under the agreements, the Corporation will continue to employ William E.
Mildren, Jr. and Larry G. Johnson for three years, or until his normal
retirement date, whichever is earlier. During that period, the terms and
conditions of the executive's employment, including salary, bonuses, and
employee benefit plans and programs, are fixed as of the day before the
control change date. The executive is entitled to continued compensation if
the executive's employment terminates during the employment period, but
subject to executive's offer to work that is rejected by the Corporation.
The executive is entitled to continued compensation equal to three times the
executive's base period income (paid in 36 monthly installments) if the
executive is terminated by the Corporation
<PAGE> 14
without cause ("cause" being limited to executive's acts of theft,
embezzlement, fraud, or moral turpitude), or if executive voluntarily
terminates employment within six months after (a) the executive does not
receive salary increases, bonuses, and incentive awards comparable to the
salary increases, bonuses, and incentive awards the executive received in
prior years or, if greater, that other executives in comparable positions
receive in the current year, or (b) executive's compensation or employment
related benefits are reduced; or (c) executive's status, title(s), office(s),
working conditions or management responsibilities are diminished; or (d)
executive's place of employment is changed in any way without Executive's
consent. Within 12 months after a change in control, the executive may
voluntarily terminate his employment with the Corporation and, in such
event, will be entitled to receive continued compensation equal to his
base period income, paid in 12 equal monthly installments, and shall be
free from the covenants not to compete which are operative under other
events of termination.
Corporation Change in Control Agreements
----------------------------------------
During 1999, WesBanco entered into agreements with the remaining officers
listed in the Summary Compensation Table and with certain other officers to
encourage those key officers not to seek other employment because of the
possibility of another entity's acquiring WesBanco. WesBanco designed these
agreements to secure the executives' continued service and dedication in the
face of the perception a change in control could occur, or an actual or
threatened change in control. Because of the amount of acquisition activity
in the banking industry, the Board of Directors believed entering into these
agreements was in WesBanco's best interest. The 1999 agreements were not
entered into because a change in control was imminent.
The agreements operate only upon the occurrence of a "change in control"
as described below. Absent a "change in control", the agreements do not
require the Corporation to retain the executives in its employ or to pay
them any specified level of compensation or benefits.
Each agreement provides that if a change in control of the Corporation
or its bank subsidiary which employs the employee (collectively, the
"Subsidiary") occurs, the Corporation and the Subsidiary will be obligated
to continue to employ the executive during the time period starting upon the
occurrence of a change in control and ending two years thereafter (or, if
earlier, at the executive's retirement date under established rules of the
Corporation's tax-qualified retirement plan) (the "Term of Employment").
If, during the Term of Employment, the executive is discharged by the
Corporation or the Subsidiary without cause or resigns for good reason, then
the executive shall receive a lump sum payment equal to three times (i) the
highest rate of the executive's annual base salary in effect prior to the
date of termination, and (ii) the greater of, the executive's average annual
bonus over the three years ending prior to the date of termination, or the
executive's bonus established for the annual bonus year in which the date of
termination occurs. If the executive is terminated during the Term of
Employment for any reason other than cause, then for a period of 18 months
from the date of termination, the executive and/or the executive's family
will continue to receive insurance and health care benefits equivalent to
those in effect immediately prior to the date of the change in control,
subject to reduction to avoid duplication with benefits of a subsequent
employer.
Generally, and subject to certain exceptions, a "change in control"
shall be deemed to have occurred if (a) final regulatory approval is obtained
for any party to acquire securities of the Corporation and/or the Subsidiary
representing 20% or more of the combined voting power of the Corporation's or
the Subsidiary's then outstanding securities; (b) there is during any two
consecutive years a significant change in the Corporation's or the
Subsidiary's Board of Directors not approved by the incumbent Board; or (c)
final regulatory approval is obtained for a plan of complete liquidation or
dissolution or sale of all or substantially all of the Corporation's or the
Subsidiary's assets or certain significant reorganizations, mergers and
similar transactions involving the Corporation or the Subsidiary.
If an excise tax under Section 4999 of the Internal Revenue Code applies
to these payments, WesBanco will pay the executive a reduced amount over an
extended period so that no excise tax is due.
Compensation Committee Report
-----------------------------
Members of the Compensation Committee consist of the non-salaried
members of the Executive Committee and two additional members of the Board
of Directors and include Messrs. Criss, Chalfant, Witschey, Hobbs, Nelson,
Strauss, Riederer and Tanner. The Committee also includes Mr. Gardill, the
Chairman of the Board, and Mr. Martin, the Vice-Chairman of the Board.
Generally, compensation policies are determined by the annual budget
process in which overall salary adjustment ranges are established based upon
a projected annual budgeted amount for salaries. The actual increases
are then allocated based on administration of the company's salary
administration program, a Hay-type system, and individual performance
evaluations, which are done each year on all employees, including executive
officers. Salary increases are also adjusted for merit increases and changes
in duties and responsibilities where warranted.
<PAGE> 15
The Committee also considered that executive salaries for the Corporation's
executives are somewhat lower than industry peer group averages and have been
moving closer to industry standards, subject to corporate performance.
Company performance, including total shareholder return, is considered
in establishing the annual budget for salary increases, which is the initial
part of the process. Projected annual income growth and savings through
consolidation are considered in establishing the overall salary increase
range. Also, Company performance factors, including net income, return on
assets and return on equity, are considered in setting annual bonuses. The
bonuses are determined on a subjective basis.
Considerations affecting Mr. George's salary and bonus for 1999 included
the overall salary administration program of the Corporation, the substantial
reorganizational work involved in recent acquisitions, the reorganization
of a number of banks within the WesBanco group, and his annual evaluation,
which was very positive. Also the Committee considered the overall increases
granted to other employees in the Corporation and the salary structure of
peer group banks.
In considering Mr. George's compensation and the bonuses paid to senior
executive officers, the Committee considered published compensation
comparative data for certain regional bank holding companies which compete in
markets served by the Corporation and markets within reasonable proximity
thereto (hereinafter referred to as "Peer Group"). Statistical data was
compiled by AON Consulting and a report dated November 2, 1999, was submitted
to the Compensation Committee. The report indicated that Mr. George's base
salary placed him below the twenty-fifth percentile of Market Composite Base
Salary, that his bonus for the prior year represented 54% of the Average
Market Composite Bonus and that his total cash compensation was below the
Average of Market Composite Total Cash Compensation.
AON'S report concluded that overall, relative to published survey
medians for base salary and total cash compensation in similar size
organizations, WesBanco's top executive group's base salaries and total cash
compensation are on the low side of competitive levels. Total direct
compensation is below competitive levels. Additionally, AON concluded that
WesBanco's actual compensation fell short of its stated objective of
maintaining its base salaries at the middle of the appropriate competitive
marketplace.
The Committee reaffirmed its goal of maintaining its base salary
structure at the middle of the appropriate competitive marketplace and
positioning actual salaries at the middle of the marketplace subject to
performance, longevity and evaluation.
COMPENSATION COMMITTEE
James C. Gardill, Chairman Christopher V. Criss
William E. Witschey Eric Nelson
Roland L. Hobbs Carter W. Strauss
Robert H. Martin Reed J. Tanner
Richard K. Riederer R. Peterson Chalfant
Compensation Committee Interlocks and Insider Participation
-----------------------------------------------------------
Roland L. Hobbs, a member of the Compensation Committee, formerly served
as Chairman and President of WesBanco until June 1, 1990. He continues to
serve as a member of the Board of Directors and Executive Committee of the
Corporation.
James C. Gardill, also a member of the Compensation Committee, serves as
Chairman of the Board of the Corporation and received a fixed annual fee for
such position in calendar year 1999. Pursuant to his request, no such annual
fee will be paid in subsequent years. Mr. Gardill does not participate in
the annual bonus program or other benefit programs of the Corporation. Mr.
Gardill also is a partner in the law firm Phillips, Gardill, Kaiser &
Altmeyer, and acts as general counsel for the Corporation. During the year
1999 fees aggregating $417,158.45 were paid to the firm of Phillips, Gardill,
Kaiser & Altmeyer for legal services rendered to the Corporation and its
banking affiliates.
Robert H. Martin is Vice Chairman of the Corporation and receives a
salary and other benefits for such position, and also is a member of the
Compensation Committee. Mr. Martin also formerly served as Chairman of
WesBanco Bank Fairmont, a banking subsidiary of the Corporation.
<PAGE> 16
Comparison of Five Year Cumulative Total Return *
Among WesBanco, Inc., Russell 2000 Index, and Russell Financial Services **
Measurement Period WesBanco, Russell Russell
(Fiscal year covered) Inc. 2000 Financial
- --------------------- --------- ------- ---------
1994 100 100 100
1995 119.657 126.206 112.127
1996 144.263 144.835 138.047
1997 205.875 174.557 179.632
1998 208.600 168.541 156.622
1999 189.753 201.610 143.374
Assumes $100 Invested on January 1, 1994 *Total Return Assumes Reinvestment
WesBanco, Inc, Russell 2000 Index, and of Dividends.
Russell Financial Services. **Fiscal Year Ending December 31.
Description of Employment Contracts
-----------------------------------
The Corporation and its subsidiaries provide certain executive officers,
including the executive officers named in the Summary Compensation Table,
with written Employment Contracts at their respective base annual salaries.
These contracts are all substantially the same and are structured on a
revolving three year term which is annually renewable. The contracts provide
for discharge for cause, and terminate in the event of the death of the
employee. If terminated by reason of the death of the employee, or without
cause, the employee or his designated beneficiary is entitled to a severance
payment equal to the greater of (i) six months of the employee's base salary,
or (ii) the base salary the employee would have received had he continued to
be employed throughout the end of the then existing term of the Agreement.
There are no golden parachute type provisions contained in the contracts.
Several directors have been appointed to the Board and subsequently
nominated for election pursuant to acquisition and merger related agreements.
Mr. Hansberry was appointed to the Board and nominated for re-election
pursuant to such an agreement which requires him to be nominated for one
subsequent three-year term. Messrs. Mildren, Johnson, Tebay and Swearingen
were likewise appointed, nominated and elected to the Board pursuant to the
provisions of such an agreement. Mr. Swearingen is serving his required
three-year term. Mr. Tebay is currently a nominee for his three-year term,
and Messrs. Johnson and Mildren will be nominated for their full three year
terms at next year's annual shareholders meeting.
Description of Bonus Plan
-------------------------
Annually, the Compensation Committee of the Corporation makes a
determination as to the amount and allocation among the executive officers
of the Corporation of a bonus payable to such officers. The amount and
participants vary each year based on an assessment of profitability and
merit as determined by the Committee. A total of $348,000.00 in cash was
allocated and paid for such bonuses for the year 1999.
<PAGE> 17
WesBanco KSOP Plan
------------------
The WesBanco Employee Stock Ownership and 401(k) Plan (the "Plan") is
a qualified non-contributory employee stock ownership plan with a deferred
savings plan feature under Section 401(k) of the Internal Revenue Code. The
employee stock ownership feature of the Plan (the "ESOP") was adopted by the
Corporation on December 31, 1986, and subsequently amended and restated
effective January 1, 1996, to add 401(k) pre-tax savings features (the "KSOP").
Commercial BancShares, acquired on March 31, 1998, had a KSOP Plan which
included provisions which are similar to WesBanco's Plan. As of January 1,
1999, the Commercial KSOP was merged into WesBanco's KSOP. Certain
provisions of the Commercial KSOP were merged into WesBanco KSOP for the
benefit of Commercial employees who were hired by Commercial prior to
January 1, 1999. All employees of WesBanco, together with all employees of
the subsidiary companies which adopt the Plan, are eligible to participate
in the ESOP portion of the Plan upon completion of a year of service and
attaining age 21. The 401(k) eligibility provisions permit participation in
the first calendar quarter subsequent to employment. As of January 1, 2000,
all affiliates are participants in the Plan. The Plan is administered by a
Committee appointed by the Board of Directors of the Corporation.
At the present time, the Plan Trust holds 592,159 shares or 2.99% of
WesBanco Common Stock, of which 579,854 shares are allocated to specific
employee accounts as of December 31, 1999. The Plan holds 12,305 unallocated
shares. The ESOP Trustee has currently outstanding $350,000 borrowed from
an affiliated financial institution. The loan originated during 1998 and is
structured as a revolving line of credit, and the unpaid balance of any
borrowing is amortized over a five-year period at an interest rate equal to
the lender's base rate. WesBanco is required to make annual payments to
principal equal to 20% of the January 1st balance each year. Any balance
due at maturity is to be paid in full or refinanced. The ESOP is required to
pledge the shares of employer securities purchased with the proceeds of the
loan as security for the loan. WesBanco guaranteed the loan issuing a
contribution commitment letter. As securities are allocated to the accounts
of participating employees, and the loan balance paid down, they are
released by the secured party.
Employer securities purchased with the proceeds of the loan are placed
in a suspense account and released, prorata, from such suspense account under
a formula which considers the amount of principal and interest paid for a
given period over the amount of principal and interest anticipated to be paid
for that period and all future periods. Shares released from the suspense
account, employer contributions, if any, and forfeitures are each allocated,
prorata, subject to limits imposed by the Code, to the accounts of individual
participants under a format which considers the amount of the participant's
compensation over the aggregate compensation of all participants.
Meetings of Board of Directors and Committees and Compensation of Members
-------------------------------------------------------------------------
The Board of Directors of the Corporation meets bimonthly, and the
Executive Committee of the Corporation meets monthly. Fees paid for
attendance at Board meetings and meetings of the Executive Committee are
$300.00. For the year 1999, the Directors received an annual fee of
$2,000.00 payable quarterly at the rate of $500.00 per quarter. During 1999,
the Board of Directors of the Corporation held six regular meetings.
Directors of the Corporation were also paid a fee of $200.00 for attendance
at meetings of special committees of the Corporation. No annual or meeting
fees are paid to Directors who are also active officers of the Corporation or
any of its Affiliates. For the year 2000, the annual retainer fee was
increased to $3,000, attendance fees increased to $500 and other committee
meeting fees were increased to $300. Fees in the total amount of $84,300.00
were paid to Directors for attendance at meetings of the Board of Directors
of the Corporation and at meetings of all Committees of the Corporation
during the year 1999. In addition, fees in the aggregate amount of
$47,000.00 were credited to the accounts of those Directors who have elected
to participate in the WesBanco, Inc. and All Affiliate Banks Directors
Deferred Compensation Plan of the Corporation, pursuant to which payment of
fees for attendance at meetings of the Board of Directors and committees
established by the Board may be deferred and deemed invested in WesBanco
Common Stock or in a money market rate of interest account.
The Corporation does have a standing Compensation Committee. The
members of the Corporation's Compensation Committee include James C. Gardill,
Roland L. Hobbs, Robert H. Martin, Carter W. Strauss, Christopher V. Criss,
Reed J. Tanner, Richard K. Riederer, Eric Nelson, William E. Witschey and
R. Peterson Chalfant. The Compensation Committee met two times during the
year. The principal functions of the Committee are to review and approve
salary adjustments for officers, bonus recommendations, executive compensation
overall salary and benefit costs, and the Performance Based Key Executive
Bonus and Option Plan.
The Corporation does have a standing Nominating Committee. Members of
the Corporation's Nominating Committee are Roland L. Hobbs, James C. Gardill,
Edward M. George, and Robert H. Martin. The Committee meets only when
vacancies are to be filled. The principal function of the Committee is to
recommend individuals for election to the Board of Directors. Security
holder nominations may be considered by the Committee if made in accordance
with the Bylaw requirements. See "Stockholders Intending to Nominate
Candidates for Election to Board of Directors Must Give Notice to
Corporation."
<PAGE> 18
Report of the Audit/Loan Committee
----------------------------------
The Corporation has an Audit/Loan Review Committee. All members are
considered independent and the currently serving members are: Christopher V.
Criss, Chairman, Ray A. Byrd, Reed J. Tanner, Vaughn L. Kiger, James E.
Altmeyer, Carter W. Strauss, and Rizal V. Pangilinan. The principal functions
of the Audit/Loan Review Committee are to confer with the Independent
Accountant, the Internal Auditor and the Credit Quality Officer of the
Corporation, to review and assess the interim and year-end financial
statements, the reports of the examinations made by the Federal and State
Bank Examiners and other regulatory authorities. The Committee had five
meetings during 1999. The Corporation's Independent Accountant, Internal
Auditor, Credit Quality Officer and management attended all meetings.
Management was excused for portions of each meeting. The Committee reviewed
with the Independent Auditors their judgments as to the quality, not just
the acceptability, of the Corporation's accounting principles and other
required matters. The Committee also reviewed the issue of the auditor's
independence from the Corporation and management matters with respect to the
written disclosures required by the Independence Standards Board. In
addition to discussions with the external auditor, the Committee also
reviewed the reports of the Internal Auditor concerning the results of the
examinations of the accounting controls and procedures reviewed by the
Internal Audit Department and reviewed reports detailing the findings and
recommendations of the Credit Quality Officer. Various other matters
pertaining to the business and operations of the Corporation received
attention by the Committee throughout the year, including the scope and
planning of audits, internal control procedures, review of non-performing
credits, and analysis of loan loss reserves. In reliance on the review and
discussions referred to above, the Committee recommended to the Board of
Directors that the audited financial statements be included in the Annual
Report on Form 10-K for the year ended December 31, 1999.
Stockholders Intending to Nominate Candidates for
Election to Board of Directors Must Give Notice to Corporation
--------------------------------------------------------------
Under Section 2 of Article III of the bylaws of the Corporation, any
stockholder who intends to nominate, or cause to have nominated, a candidate
for election to the Board of Directors (other than any candidate proposed by
the Board of Directors) shall so notify the Secretary of the Corporation in
writing not less than thirty (30) days prior to the date of any meeting of
the stockholders at which Directors are to be elected, or five (5) days after
the giving of notice of such meeting, whichever is later. Only candidates
nominated in accordance with this section, other than candidates nominated by
the Board of Directors, shall be eligible for election to the Board of
Directors.
Proposals of Stockholders for Presentation at Next Year's Annual Meeting,
to be Held April 18, 2001
-------------------------------------------------------------------------
Proposals which stockholders intend to present at next year's annual
meeting, to be held on Wednesday, April 18, 2001, will be eligible for
inclusion in the Corporation's proxy material for that meeting if they are
submitted to the Corporation in writing not later than November 18, 2000.
A proponent may submit only one proposal. At the time of the submission of
a proposal, a stockholder also may submit a written statement in support
thereof for inclusion in the proxy statement for the meeting, if requested
by the proponent; provided, however, that a proposal and its supporting
statement in the aggregate shall not exceed 500 words.
Independent Accountant
----------------------
Ernst & Young LLP served as independent accountant for the Corporation
and all affiliates for the year 1999. The services rendered by Ernst & Young
during the year 1999 consisted primarily of auditing and tax services. It is
expected that a representative of the accounting firm will be present at the
stockholders meeting. Such representative will have the opportunity to make
a statement if such representative desires to do so, and will be available
to respond to appropriate questions from the stockholders who are present.
Matters to be Considered at the Meeting
---------------------------------------
The management has no knowledge of any matters, other than those referred
to above, which will be presented for consideration and action at the meeting.
As set forth in the Notice of the meeting, however, the stockholders will
have the right to consider and act upon such other matters as properly may
come before the meeting, and the enclosed form of proxy confers, upon the
holders thereof, discretionary authority to vote with respect to such matters.
Accordingly, if any such matters are presented, the holders of the proxies
will vote the shares of stock represented thereby in accordance with their
best judgment.
By order of the Board of Directors.
JAMES C. GARDILL
Chairman of the Board
Wheeling, West Virginia
March 15, 2000.
<PAGE> 19
[WESBANCO LOGO]
March 15, 2000
Dear Shareholder:
You will find enclosed the Notice of Meeting, Proxy Statement and Proxy
for the Annual Meeting of Shareholders of Wesbanco, Inc., which will be held
on Wednesday, April 19, 2000, at the Ramada Plaza City Center Hotel, 1200
Market Street, Wheeling, West Virginia, beginning at 4:00 p.m.
Please review the enclosed material and complete, sign, date and return
the Proxy Card regardless of whether you plan to attend the Annual Meeting,
so that the matters coming before the meeting can be acted upon. Also
enclosed is an attendance card. Please fill out and return this card only if
you plan to attend the meeting in person.
We look forward to meeting our shareholders and welcome the opportunity
to discuss the business of your company with you.
Very truly yours,
/s/EDWARD M. GEORGE
EDWARD M. GEORGE
President and
Chief Executive Officer
EMG/tmh
Enclosure
<PAGE> 20
WESBANCO, INC.
WHEELING, WEST VIRGINIA 26003
PROXY
ANNUAL MEETING OF STOCKHOLDERS
APRIL 19, 2000
The undersigned hereby constitutes and appoints Roland L. Hobbs, Thomas L.
Thomas and John A. Welty, or any one of them, attorneys and proxies, with
full power of substitution, to represent the undersigned at the Annual Meeting
of the Stockholders of Wesbanco, Inc., to be held at the Ramada Plaza City
Center Hotel, 1200 Market Street, Wheeling, West Virginia, 26003, on
Wednesday, April 19, 2000, at 4:00 p.m., and at any adjournment or adjournments
thereof, with full powers then possessed by the undersigned, and to vote, at
that meeting, or any adjournment or adjournments thereof, all shares of stock
which the undersigned would be entitled to vote if personally present, as
follows:
(1) For the election to the Board of Directors, except as otherwise
specified below, of the following nominees, or any one or more of them:
(A) For a term of three (3) years expiring at the annual stockholders
meeting in 2003:
Ray A. Byrd James D. Entress Ernest S. Fragale
Edward M. George Carter W. Strauss Reed J. Tanner
Robert K. Tebay William E. Witschey
(B) For a term of two (2) years expiring at the annual stockholders
meeting in 2002:
Thomas J. Hansberry
with full authority to cumulate the votes represented by such
shares and to distribute the same among the nominees in such
manner and number as said attorneys and proxies, in their
discretion, may determine.
(2) In accordance with the judgment of the said attorneys and proxies
upon such other matters as may be presented for consideration and action.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE
CORPORATION. AUTHORITY TO VOTE FOR THE ELECTION OF ANY OF THE NOMINEES
LISTED ABOVE MAY BE WITHHELD BY LINING THROUGH OR OTHERWISE STRIKING OUT
THE NAME OF SUCH NOMINEE.
__________________________________, 2000
________________________________________
(Signature)
[ ]
________________________________________
(Signature)
Name Appears
(Please sign exactly as your name(s)
appears hereon. When signing as
Attorney, Executor, Administrator ,
Trustee, Guardian, etc., give full
[ ] title as such. If you are signing for
someone else, you must send documentation
with this Proxy, certifying your
authority to sign. If stock is jointly
owned, each joint owner should sign.)
