<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, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 0-8467
A. Full title of the plan and the address of the plan, if different from that
of the issuers named below:
WESBANCO, INC. KSOP
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
<PAGE> 2
AUDITED FINANCIAL STATEMENTS
AND SUPPLEMENTAL INFORMATION
WESBANCO, INC. KSOP
Years ended December 31, 1999 and 1998
with Report of Independent Auditors
<PAGE> 3
WesBanco, Inc. KSOP
Audited Financial Statements
Years ended December 31, 1999 and 1998
Contents
--------
Report of Independent Auditors 4
Audited Financial Statements
Statements of Net Assets Available for Benefits 5
Statements of Changes in Net Assets Available for Benefits 6
Notes to Financial Statements 7-13
Schedule H, Line 4(i) - Schedule of Assets Held for Investment
Purposes at End of Year 14
Schedule H, Line 4(j) - Schedule of Reportable Transactions 15
<PAGE> 4
Report of Independent Auditors
Pension Committee
WesBanco, Inc.
We have audited the accompanying statements of net assets available for
benefits of the WesBanco, Inc. KSOP (Plan) as of December 31, 1999 and 1998,
and the related statements of changes in net assets available for benefits
for the years then ended. These financial statements and schedules are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan at
December 31, 1999 and 1998, and the changes in its net assets available for
benefits for the years then ended, in conformity with accounting principles
generally accepted in the United States.
Our audits were performed for the purpose of forming an opinion on the
financial statements taken as a whole. The accompanying supplemental
schedules of assets held for investment purposes as of December 31, 1999,
and reportable transactions for the year then ended are presented for
purposes of complying with the Department of Labor's Rules and Regulations
for Reporting and Disclosure under the Employee Retirement Income Security
Act of 1974. These supplemental schedules are the responsibility of the
Plan's management. The supplemental schedules have been subjected to the
auditing procedures applied in our audits of the financial statements and,
in our opinion, are fairly stated in all material respects in relation to
the financial statements taken as a whole.
/s/ Ernst & Young LLP
June 16, 2000
<PAGE> 5
WesBanco, Inc. KSOP
Statements of Net Assets Available for Benefits
December 31,
-------------------------
1999 1998
Assets
Investments at fair value:
Participant-directed investments $ 5,931,203 $ 2,686,997
Non participant-directed investments:
Cash and short term investments 383,305 96
Allocated WesBanco stock 11,906,026 5,105,822
Unallocated WesBanco stock 319,927 ---
WesBanco stock 3,170,180 582,975
----------- -----------
Total non participant-directed investments 15,779,438 5,688,893
Contributions receivable 161,970 133,468
Accrued assets 141,207 36,345
----------- -----------
Total Assets 22,013,818 8,545,703
Liabilities
Note payable to bank 350,000 ---
----------- -----------
Net Assets available for benefits $21,663,818 $ 8,545,703
=========== ===========
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
<PAGE> 6
WesBanco, Inc. KSOP
Statements of Changes in Net Assets Available for Benefits
December 31,
-------------------------
1999 1998
----------- -----------
Additions:
Contributions and contributions receivable:
Employer $ 1,131,918 $ 875,978
Employees 1,256,534 998,330
Assets from merged plans 15,655,705 ---
Loan repayments 5,482 ---
----------- -----------
18,049,639 1,874,308
Investment Income:
Interest and dividends 1,061,878 349,838
Net realized gains/(losses) and unrealized
appreciation/(depreciation) in fair value
of investments (1,586,403) (141,671)
Deductions:
Distributions to partcipants 4,362,804 682,548
Payments of interest on note payable 44,195 6,622
----------- -----------
4,406,999 689,170
Net additions (deductions) 13,118,115 1,393,305
Net Assets available for benefits
at beginning of year 8,545,703 7,152,398
----------- -----------
Net Assets available for benefits
at end of year $21,663,818 $ 8,545,703
=========== ===========
The accompanying Notes to Financial Statements are an integral part of these
financial statements.
<PAGE> 7
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 1 - Plan Description
-------------------------
The WesBanco, Inc. Employee Stock Ownership Plan (ESOP) was amended and
restated effective as of January 1, 1996 by adding a qualified cash or
deferral arrangement under Section 401(k) of the Internal Revenue Code of
1986, as amended, and renaming the Plan as the WesBanco, Inc. KSOP.
WesBanco, Inc. is a multi-bank holding company offering a full range of
financial services, including trust and mortgage banking services, through
offices located in West Virginia and Eastern Ohio. During 1999, the Plan
covered substantially all employees of WesBanco, Inc. (the Company) who met
the eligibility requirements. The Trustee of the Plan is WesBanco Bank, Inc.
On March 31, 1998, WesBanco, Inc. completed its business combination with
Commercial BancShares, Incorporated. At December 31, 1998 substantially all
employees were included in either the WesBanco, Inc. or Commercial BancShares'
KSOP Plan. At December 31, 1998, the Trust Assets in Commercial's KSOP were
$15.3 million. Both KSOP plans consist of 401(k) and non-contributory stock
ownership (ESOP). Effective January 1, 1999, Commercial BancShares' KSOP was
merged into WesBanco's KSOP.
The ESOP portion of the Plan, established on December 31, 1986, is a
non-contributory, defined contribution Plan. ESOP contributions are made to
participants who complete at least 1,000 hours of service during the plan
year and who are actively employed on December 31. The ESOP has the ability
to borrow money and use the proceeds of the loan to buy common stock of
the Company. The ESOP holds common stock in a suspense account until
principal payments are made on the loan. As loan payments are made, an amount
of common stock is released from the suspense account and allocated to the
accounts of the participants based on the participant's compensation.
The borrowing is collateralized by the unallocated shares of stock, and
periodic payments are guaranteed by the Company. The lender has no rights
against shares once they are allocated under the ESOP. Accordingly, the notes
to the financial statements of the Plan for the years 1999 and 1998 present
separately the assets and liabilities and changes therein pertaining to:
(a) the stock that has been allocated to the accounts of the employees
(allocated) and (b) stock not yet allocated to the accounts of employees
(unallocated). At December 31, 1999, the Plan holds 592,159 shares of WesBanco
common stock, of which 579,854 shares are allocated to specific accounts and
12,305 shares are unallocated.
Contributions to the ESOP by the Company are made in an amount determined by
the Board of Directors. For any year in which the loan is outstanding, the
contribution may be no less than is needed to pay the principal and interest
on the loan for that year. Contributions and forfeitures are allocated to
participants in proportion to each participant's compensation, but cannot
exceed the lesser of $30,000 or 25% of such participant's compensation during
the plan year.
<PAGE> 8
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 1 - Plan Description (continued)
-------------------------------------
Participant's interests in the ESOP are fully vested after five years of
service. Generally, terminations of employment for reasons other than death,
normal retirement or permanent disability prior to completion of five years
of service results in forfeiture.
Distributions to participants who have left employment of the Company or
their beneficiaries may be paid in either cash or stock in lump sum or
installments over a period that the participant selects, within certain plan
restrictions.
Trustee fees may be paid by the Plan or Plan Sponsor (WesBanco, Inc.), at the
discretion of the Plan Sponsor.
The Plan, which falls under the guidelines of Section 401(k), established on
January 1, 1996, provides for salary deferral and matching employer
contributions. The Plan is designed to enable eligible employees to invest
the employee deferral, employer matching and employee rollover contribution
among funds that are made available by the Plan Administrator. Effective
January 1, 1999, employer matching contributions may be paid to the Trust in
cash or shares of employer stock as determined by its Board. An employee
shall become a participant in the Plan on the employee's employment date
effective on January 1, April 1, July 1 or October 1 following such employee's
employment date, if the employee has reached the employee's twenty-first
birthday.
Matching contributions to the 401(k) equal 50% of the first 2% of
compensation deferred and 25% of the next 2% of compensation deferred. The
amount of the contribution will not be greater than the amount permitted by
federal law. Participant's interest are 100% vested in the employee deferral,
employer matching, and rollover accounts.
Hardship distributions can be made from a participant's employee deferral
account (401(k)) with approval by the Plan Administrator, if specific
criteria is met.
The Plan is administered by a committee comprised of employees and directors
appointed by the Board of Directors of the Company.
<PAGE> 9
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 2 - Summary of Significant Accounting Policies
---------------------------------------------------
The financial statements of the Plan are prepared on the accrual basis.
Purchases and sales of securities are accounted for as of the trade date.
Interest and dividend income is recorded as earned.
Valuation of Investments
------------------------
Marketable securities are stated at fair value. Securities traded on a
national securities exchange are valued at the last reported sales price on
the last business day of the plan year; investments traded in the
over-the-counter market and listed securities for which no sale was reported
on the date are valued at the average of the last reported bid and ask prices.
The fair value of mutual fund shares is based on quoted redemption values.
Use of Estimates
----------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.
Reclassification
----------------
Certain amounts in the financial statements for prior years have been
reclassified to conform to the statement presentation for the current year.
These reclassifications have no effect on Net Assets Available for Benefits.
Note 3 - Priorities Upon Termination of the Plan
------------------------------------------------
The Company reserves the right to terminate the Plan at any time. In the
event the Plan is completely or partially terminated or the Company
determines it will permanently discontinue making contributions to the Plan,
all property then credited to the participants' accounts will immediately
become fully vested and nonforfeitable. The Trustee will be directed to either
continue to hold the property in the participants' accounts in accordance with
the provisions of the Plan until such accounts would become distributable
under the provisions of the Plan, or distribute to such participants all
property allocated to their accounts.
<PAGE> 10
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 4 - Transactions with Parties-In-Interest
----------------------------------------------
Legal, accounting and other administrative fees are paid at the discretion of
the Sponsor by the Plan or Plan Sponsor. WesBanco, Inc. provides investment
advisory services for the WesMark funds. The Plan is administered by the
Plan Sponsor.
Note 5 - Note Payable
---------------------
During November 1995, the WesBanco ESOP Trust renegotiated its existing line
of credit with an affiliated lender. Conditions of the loan agreement provide
for a line of credit in the aggregate amount of $1,000,000 to facilitate
purchases of WesBanco common stock in the open market. The loan bears
interest at a rate equal to the lender's base rate and requires annual
repayments of principal equal to 20% of the balance at January 1 of each year.
The loan has a final maturity date of 5 years from the date of inception. The
$1,000,000 revolving line of credit had a balance of $350,000 and $0 as of
December 31, 1999 and 1998, respectively.
Note 6 - Income Tax Status
--------------------------
The Plan has received a determination letter from the Internal Revenue
Service (IRS) dated May 28, 1998, stating that the Plan is qualified under
Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the
related trust is exempt from taxation. Once qualified, the Plan is required
to operate in conformity with the Code to maintain its qualification. The
Plan was amended subsequent to the IRS determination letter. The Plan
Administrator believes the Plan is being operated in compliance with the
applicable requirements of the Code and, therefore, believes that the Plan is
qualified and the related trust is tax exempt.
Note 7 - Investments
--------------------
As of December 31, 1998, the investments in the Brandywine Fund and Templeton
Fund were pending transfer at the employees' discretion to other funds.
All investment information disclosed in the accompanying financial statements
and schedules in total and by fund, including investments held at December 31,
1999 and 1998, and net appreciation / (depreciation) in fair value of
investments, interest, dividends and investment, and management fees for the
years ended December 31, 1999 and 1998, were obtained or derived from
information supplied to the Plan Administrator and certified as complete and
accurate by the Trustee.
<PAGE> 11
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 7 - Investments (continued)
--------------------------------
The fair value of individual investments that represent 5% or more of the
Plan's net assets is as follows:
Fair Market Value
1999 1998
----------- -----------
WesBanco common stock (592,159 and 192,691
shares in 1999 and 1998, respectively)* $15,396,133 $ 5,688,797
WesMark Growth Fund 1,512,083 784,332
Neuberger Guardian Fund --- 639,707
Brandywine Fund --- 661,680
Harbor Appreciation Fund 1,388,572 ---
* Nonparticipant-directed
Nonparticipant-Directed Investments
-----------------------------------
Information about the net assets and the significant components of the
changes in net assets relating to the nonparticipant-directed investments is
as follows:
December 31, 1999
-------------------------------------
Stock Allocated Unallocated
Fund ESOP Fund ESOP Fund
-------------------------------------
Investments at fair value:
WesBanco common stock $ 3,170,180 $11,906,026 $ 319,927
Interest-bearing cash --- 383,305 ---
-------------------------------------
Total investments 3,170,180 12,289,331 319,927
Accrued income 24,071 102,398 2,707
Contributions receivable 92,378 --- ---
Pending transfers (87,583) --- ---
-------------------------------------
Total assets 3,199,046 12,391,729 322,634
ESOP note payable --- --- 350,000
-------------------------------------
Net assets available for benefits $ 3,199,046 $12,391,729 $ (27,366)
=====================================
<PAGE> 12
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 7 - Investments (continued)
--------------------------------
Nonparticipant-Directed Investments (continued)
-----------------------------------------------
December 31, 1998
---------------------------
Stock Allocated
Fund ESOP Fund
---------------------------
Investments at fair value:
WesBanco common stock $ 582,975 $ 5,105,822
Interest-bearing cash 35 61
---------------------------
Total investments 583,010 5,105,883
Accrued income --- 36,345
Contributions receivable 24,193 ---
Pending transfers 47,786 ---
---------------------------
Total assets $ 654,989 $ 5,142,228
===========================
---------------------------------------
Stock Allocated Unallocated
Fund ESOP Fund ESOP Fund
--------------------------------------
Net assets available for benefits at
January 1, 1999 $ 654,989 $ 5,142,228 $ ---
Additions:
Interest and dividends 114,340 432,681 14,181
Contributions:
Employer 318,353 127,017 686,548
Employee 312,453 --- ---
Assets from merged plans 3,534,602 10,358,895 ---
Loan repayments 1,504 --- ---
Deductions:
Distributions to participants or
beneficiaries (1,074,549) (1,489,768) ---
Net transfers (429,719) (319,574) (617,279)
ESOP activity:
Interest expense --- --- (44,195)
Net realized and unrealized
depreciation (232,927) (1,859,750) (66,621)
--------------------------------------
Net assets available for benefits at
December 31, 1999 $ 3,199,046 $12,391,729 $ (27,366)
======================================
<PAGE> 13
WesBanco, Inc. KSOP
Notes to Financial Statements
Note 7 - Investments (continued)
Non-participant-Directed Investments (continued)
------------------------------------------------
--------------------------------------
Stock Allocated Unallocated
Fund ESOP Fund ESOP Fund
--------------------------------------
Net assets available for benefits at
January 1, 1998 $ 363,064 $ 4,783,249 $ 79,261
Additions:
Interest and dividends 15,614 137,620 1,880
Contributions:
Employer 40,683 --- 622,824
Employee 176,716 --- ---
Deductions:
Distributions to participants or
beneficiaries (32,755) (378,858) ---
Net transfers 84,508 694,420 (694,420)
ESOP activity:
Interest expense --- --- (6,622)
Net realized and unrealized
depreciation 7,159 (94,203) (2,923)
--------------------------------------
Net assets available for benefits at
December 31, 1998 $ 654,989 $ 5,142,228 $ 0
======================================
<PAGE> 14
WESBANCO, INC. KSOP
Schedule H, Line 4(i)
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
EIN 55-0571723
Plan #002
<TABLE>
Units/Shares Description Cost Market Value
--------------------------------------------------------------------------------------
<S> <C> <C> <C>
310,649 Federated Prime Obligations Fund (K Plan) $ 310,649 $ 310,649
383,305 Federated Prime Obligations Fund (ESOP) 383,305 383,305
43,690 WesMark Fixed Income Fund* 431,244 407,187
97,743 WesMark Growth Fund* 1,240,829 1,512,083
37,179 Neuberger & Berman Guardian Fund 878,200 687,814
45,792 Neuberger & Berman Genesis Fund 600,411 684,142
13,376 Harbor International Fund 260,076 292,391
18,310 Wesmark Balanced Fund* 187,631 197,202
27,415 Harbor Appreciation Fund 1,019,538 1,388,572
14,118 Federated Max-Cap Fund 345,315 423,129
592,159 WesBanco common stock* 7,780,922 15,396,133
--- Loan Account 28,034 28,034
--------------------------
$13,466,154 $21,710,641
==========================
</TABLE>
* Party-in-Interest
<PAGE> 15
WESBANCO, INC. KSOP
Schedule H, Line 4(j) - Schedule of Reportable Transactions
December 31, 1999
EIN 55-0571723
Plan #002
<TABLE>
Purchase Selling Cost of Expenses Current Value Net
Broker Description of Asset Price Price Asset Incurred of Asset Gain
------ -------------------- -------- ------- ------- -------- ------------- ----
<S> <C> <C> <C> <C> <C> <C> <C>
Category I None
Category II None
Category III
WesBanco Incorporated
Common* (26 purchases) $1,952,450 $1,952,450 $1,952,450 ---
WesBanco Incorporated
Common* (23 sales) $2,474,332 $1,638,887 --- $835,445
Prime Obligations
Fund* (30 purchases) $1,775,498 $1,775,498 $1,775,498 ---
Prime Obligations
Fund* (12 sales) $1,392,193 $1,392,193 --- ---
Category IV None
* Nonparticipant-directed
</TABLE>
<PAGE> 16
SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the employee benefit
plan) have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESBANCO, INC. KSOP
-------------------
(Name of Plan)
--------------
/s/ Paul M. Limbert
June 28, 2000 ------------------------
-------------- Executive Vice President
and Chief Financial Officer
