8-K 1 fin8k723.txt SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 23, 2002 ---------------- WesBanco, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) West Virginia 0-8467 55-0571723 ---------------------------- ---------- ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1 Bank Plaza, Wheeling, WV 26003 ---------------------------------------- --------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (304) 234-9000 -------------- Former name or former address, if changed since last report Not Applicable -------------- Item 9. Regulation FD Disclosure In accordance with general instruction B.2. of Form 8-K, the following information is furnished and shall not be deemed filed for the purposes of Section 18 of the Securities Exchange Act of 1934. Representatives of the Registrant are scheduled to make a presentation to a group of analysts and investors at the Community Bank Investor Conference, hosted by Keefe, Bruyette & Woods, Inc. ("KBW"), at the Metropolitan Club, in New York City, NY, on July 24 and 25, 2002. This Registrant will present on Wednesday, July 24, 2002, at approximately 2:20pm EST. The conference will be web cast on the KBW website, www.kbw.com. ----------- [Presentation slide #1] WesBanco KBW Community Bank Investor Conference New York City July 24 and 25, 2002 [Presentation slide #2] Forward-looking Disclosure Statement Certain information contained in this Presentation is considered to constitute forward-looking statements with respect to WesBanco and its subsidiaries. Forward-looking statements relating to WesBanco's plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Investors are cautioned that such forward-looking statements, which are not historical fact, involve risks and uncertainties. Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including without limitations, the effect of changing regional and national economic conditions; changes in interest rates; credit risks of commercial, real estate, and consumer loan customers and their lending activities; actions of the Federal Reserve Board and Federal Deposit Insurance Corporation, legislative and federal and state regulatory actions and reform, or unanticipated external developments materially impacting WesBanco's operational and financial performance. WesBanco does not assume any duty to update forward-looking statements. [Presentation slide #3] About WesBanco - $3.2 billion in total assets, 74 offices in three states within a triangle representing Charleston, Columbus & Pittsburgh. - $2.5 billion in market value of trust assets under management. - Focus on retail banking, commercial lending and wealth management. - Small Enough to Listen, Big Enough to Help. - Commercial lending represents 44% of total loans. - Trust & Investment Services - $500 million in proprietary mutual funds - WesMark [WesBanco Logo] [Presentation slide #4] shows a map of branch locations [WesBanco Logo] [Presentation slide #5] Deposit Market Share -------------------- Market MSA Rank Share --------------------------- ---- ------ West Virginia 3 8.8% Greater Wheeling Area 1 33.4 Steubenville-Weirton, Ohio-WV 1 20.6 Parkersburg-Marietta, WV-Ohio 3 11.7 Charleston, WV 7 3.4 Source: FDIC Summary of Deposits as of June 30, 2001, updated for acquisitions. [WesBanco Logo] [Presentation slide #6] Capital Resources ----------------- - Strong capital position - equity to assets ratio of 10.33% compared to peer group of 8.20%*. - Improving stock price, P/E Ratio at June 30, 2002 of 14.5x (trailing 12 months). - Current dividend yield of 4.0% compared to peer group of 2.3%*. Noted by Barron's as one of the top 45 dividend paying companies. - Seventeen consecutive years of dividend per share increases. - 1 million share repurchase plan, representing 4.7% of outstanding shares. - Capital position enhances capability for M&A growth in near term. * Peer Group Source: SNL Financial based on 3/31/02 data. [WesBanco Logo] [Presentation slide #7] Stock Performance Cumulative Total Return* ------------------------ [Graph] 1/01/02 3/31/02 6/30/02 ------- ------- ------- WesBanco $ 100 $114.20 $114.41 Russell 2000 Index 100 103.68 94.71 Russell Financial Services Index 100 109.78 112.48 * Assumes $100 invested on 1/1/02. Total return assumes reinvestment of dividends. [WesBanco Logo] [Presentation slide #8] Status of American Acquisition ------------------------------ - Estimated one-time acquisition expenses of $3.1 million. - New market initiatives - Columbus, OH, Cambridge, OH and Washington County, PA - total of 6 offices. - Cross-selling WesBanco's more extensive business, retail and trust products & services. - In market consolidations - 6 offices. - Completion of data system conversions - no significant customer disruptions. - Estimated total annual cost savings of $3.0 million, expected by the end of 2003. [WesBanco Logo] [Presentation slide #9] Business Strategy ----------------- - Focus on customer retention & cross-sell ratios through our marketing campaign - Small Enough to Listen, Big Enough to Help. - Offer comprehensive wealth management services. - Integration of Trust, Insurance and Brokerage into a retail delivery system. - Focus on credit quality. - Active merger and acquisition program - focus on in market consolidations and expanded opportunities in recently purchased market areas. [WesBanco Logo] [Presentation slide #10] Financial Performance [WesBanco Logo] [Presentation slide #11] Total Assets (as originally reported) ------------------------ [Graph] (in million) 1997 $ 1,789 1998 2,243 1999 2,270 2000 2,310 2001 2,478 2Q-2002 3,207 * Acquired American Bancorporation on 3/1/02 with assets of $679 million. * Sine 12/31/97, experienced asset growth of approximately $1.4 billion or 79%. [WesBanco Logo] [Presentation slide #12] Composition of Loans -------------------- [Graph] Commercial Commercial Term - Real Estate 23% Lines of Credit 13 Other Commercial 8 Consumer Indirect 13 Other Consumer 5 Home Equity 7 Residential Mortgages ARM's 15 Fixed-rate 16 [WesBanco Logo] [Presentation slide #13] Composition of Deposits ----------------------- [Graph] Checking 13% Interest-bearing DDA 11 MMDA 20 Savings 16 CD's (under $100,000) 31 CD's (over $100,000) 9 [WesBanco Logo] [Presentation slide #14] Core Earnings Per Share* ------------------------ [Graph] 1997 $1.25 1998 1.28 1999 1.32 2000 1.46 2001 1.64 YTD 2002 (annualized) 1.68 * Excludes, on an after-tax basis, non-recurring items, amortization of goodwill, securities gains, and gains/losses on sale of non-earning assets. [WesBanco Logo] [Presentation slide #15] Return on Equity Equity to Assets ----------------- Peer Group [Graph] ROE Equity/Assets (Equity/Assets) ---- ------------- ------------- 1997 8.99% 13.02% 8.62% 1998 9.55 13.22 8.28 1999 9.85 11.88 7.78 2000 10.42 11.19 7.77 2001 11.28 10.43 8.09 YTD 2002 11.04 10.33 8.20 Peer Group Source: SNL Financial based on 3/31/02 data. [WesBanco Logo] [Presentation slide #16] [Graph] Efficiency Ratio* ----------------- WesBanco Peer Group -------- ---------- 1997 59.31% 57.44% 1998 57.77 58.73 1999 58.91 58.17 2000 56.72 57.13 2001 54.25 57.38 YTD 2002 53.48 57.07 * Excludes non-recurring items, amortization of goodwill, securities gains, and gains/losses on sales of non-earning assets. Peer Group Source: SNL Financial based on 3/31/02 data. [WesBanco Logo] [Presentation slide #17] [Graph] Net Interest Margin (tax equivalent) ------------------- WesBanco Peer Group -------- ---------- 1997 4.66% 4.57% 1998 4.46 4.36 1999 4.39 4.33 2000 4.14 4.18 2001 4.17 4.13 YTD 2002 (annualized) 4.04 4.17 Peer Group Source: SNL Financial based on 3/31/02 data. [WesBanco Logo] [Presentation slide #18] Asset Quality ------------- [Graph] [Graph] Coverage Non-performing (allowance/non- loans/total loans performing loans) ----------------- ----------------- WesBanco Peer Group 1997 .81% -------- ---------- 1998 .81 1997 187% 225% 1999 .33 1998 171 239 2000 .38 1999 397 309 2001 .51 2000 335 252 2Q-2002 .60 2001 267 214 2Q-2002 221 203 Peer Group Source: SNL Financial based on 3/31/02 data. [WesBanco Logo] [Presentation slide #19] Asset Quality ------------- [Graph] [Graph] Net charge- Allowance / offs / averge loans total loans ------------------- ----------------- 1997 .35% 1997 1.51% 1998 .41 1998 1.39 1999 .23 1999 1.30 2000 .19 2000 1.26 2001 .34 2001 1.35 YTD-2002(annualized) .51 2Q-2002 1.32 [WesBanco Logo] [Presentation slide #20] WESBANCO ---------- Questions [End Slide Presentation] Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WesBanco, Inc. ------------- (Registrant) July 23, 2002 /s/ Paul M. Limbert ------------- ----------------------------- Date Paul M. Limbert President & Chief Executive Officer