-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fp1N0QpJ8VRRaXKGfVE3V8/+9j9ZyXhE4AnTQTc4XKSeFaWLsDS8bwmlGmBaUxwK qfgG+qG6anWiZBCPoTOiLA== 0000203596-99-000011.txt : 19990630 0000203596-99-000011.hdr.sgml : 19990630 ACCESSION NUMBER: 0000203596-99-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESBANCO INC CENTRAL INDEX KEY: 0000203596 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550571723 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 000-08467 FILM NUMBER: 99655273 BUSINESS ADDRESS: STREET 1: 1 BANK PLAZA CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042349000 MAIL ADDRESS: STREET 1: ONE BANK PLZ CITY: WHEELING STATE: WV ZIP: 26003 11-K 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15 (D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______ to ________. Commission file number 0-8467 A. Full title of the plan and the address of the plan, if different from that of the issuers named below: WESBANCO, INC. KSOP B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: WesBanco, Inc., 1 Bank Plaza Wheeling, WV 26003 2 WesBanco, Inc. KSOP Audited Financial Statements Years ended December 31, 1998 and 1997 Contents ------- Report of Independent Auditors 3 Audited Financial Statements Statements of Net Assets Available for Benefits with Fund Information 4 Statements of Changes in Net Assets Available for Benefits with Fund Information 5-6 Notes to Financial Statements 7-12 Schedule I - Assets Held for Investment Purposes 13 Schedule III - Schedule of Reportable Transactions 14 Supplemental Information Consent of Independent Auditors 16 3 Report of Independent Auditors Pension Committee WesBanco, Inc. We have audited the accompanying statements of net assets available for benefits of the WesBanco, Inc. KSOP as of December 31, 1998 and 1997, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and schedules are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 1998 and 1997, and the changes in its net assets available for benefits for the years then ended, in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedules of assets held for investment purposes as of December 31, 1998, and reportable transactions for the year then ended are presented for purposes of complying with the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. These supplemental schedules are the responsibility of the Plan's management. The Fund Information in the statement of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for benefits and changes in net assets available for benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in our audits of the financial statements, and, in our opinion, are fairly stated in all material respects in relation to the financial statements taken as a whole. /s/ Ernst & Young LLP June 11, 1999 4 WesBanco, Inc. KSOP Statements of Net Assets Available for Benefits With Fund Information December 31, 1998 Fund Information ---------------------------------- Federated Prime WesMark Neuberger Neuberger Obligations Fixed Growth Guardian Brandywine Templeton Genesis Fund Fund Fund Fund Fund Fund Fund ----------- --------- --------- --------- ---------- --------- ------------ Assets Cash $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 $ 0 Investments at fair value 128,226 297,803 784,332 639,707 661,680 175,249 0 Contribution receivable 5,957 12,205 31,790 28,537 27,077 3,709 0 Pending transfers 8,100 2,928 (59,336) (114,584) (688,757) (178,958) 522,011 Accrued dividends 0 0 0 0 0 0 0 --------- --------- --------- --------- ---------- --------- ----------- Net Assets Available for Benefits $ 142,283 $ 312,936 $ 756,786 $ 553,660 $ 0 $ 0 $ 522,011 ========= ========= ========= ========= ========== ========= ===========
December 31, 1998 Fund Information (Continued) Harbor Wesmark Harbor Federated Allocated International Balanced Appreciation Max-Cap WesBanco WesBanco Total Fund Fund Fund Fund Stock Stock Plan ------------- -------- ------------ --------- --------- ---------- ---------- Assets Cash $ 0 $ 0 $ 0 $ 0 $ 35 $ 61 $ 96 Investments at fair value 0 0 0 0 582,975 5,105,822 8,375,794 Contribution receivable 0 0 0 0 24,193 0 133,468 Pending transfers 165,638 92,782 87,591 114,799 47,786 0 0 Accrued dividends 0 0 0 0 0 36,345 36,345 --------- --------- --------- --------- --------- ---------- ---------- Net Assets Available for Benefits $ 165,638 $ 92,782 $ 87,591 $ 114,799 $ 654,989 $5,142,228 $8,545,703 ========= ========= ========= ========= ========= ========== ==========
December 31, 1997 Fund Information ---------------------------------- Federated Prime WesMark Neuberger Obligations Fixed Growth Guardian Brandywine Fund Fund Fund Fund Fund ---------- --------- --------- --------- ---------- Assets Cash $ 0 $ 87 $ 195 $ 181 $ 204 Investments at fair value 145,624 212,871 449,563 418,346 463,550 Contribution receivable 8,481 13,795 26,330 27,104 31,514 Pending transfers (189) 6,641 2,290 (2,238) 3,505 Accrued dividends 0 0 0 0 0 ---------- --------- --------- --------- --------- Total Assets 153,916 233,394 478,378 443,393 498,773 ---------- --------- --------- --------- --------- Liabilities Accounts payable 0 20,670 0 0 0 Note payable to bank 0 0 0 0 0 ---------- --------- --------- --------- --------- Total liabilities 0 20,670 0 0 0 ---------- --------- --------- --------- --------- Net Assets Available for Benefits $ 153,916 $ 212,724 $ 478,378 $ 443,393 $ 498,773 ========== ========= ========= ========= ========= December 31, 1997 Fund Information (Continued) ---------------------------------- Allocated Unallocated Templeton WesBanco WesBanco WesBanco Total Fund Stock Stock Stock Plan --------- --------- ---------- --------- ---------- Assets Cash $ 57 $ 148 $ 40,520 $ 0 $ 41,392 Investments at fair value 147,117 334,495 4,711,320 175,350 7,058,236 Contribution receivable 10,569 20,327 0 0 138,120 Pending transfers (18,103) 8,094 0 0 0 Accrued dividends 0 0 31,409 1,066 32,475 --------- --------- ---------- --------- ---------- Total Assets 139,640 363,064 4,783,249 176,416 7,270,223 --------- --------- ---------- --------- ---------- Liabilities Accounts payable 0 0 0 0 20,670 Note payable to bank 0 0 0 97,155 97,155 --------- --------- ---------- --------- ---------- Total liabilities 0 0 0 97,155 117,825 --------- --------- ---------- --------- ---------- Net Assets Available for Benefits $ 139,640 $ 363,064 $4,783,249 $ 79,261 $7,152,398 ========= ========= ========== ========= ==========
The accompanying Notes to Financial Statements are an integral part of these financial statements. 5 WesBanco, Inc. KSOP Statements of Changes in Net Assets Available for Benefits With Fund Information For the year ended December 31, 1998 Fund Information Federated Prime WesMark Neuberger Neuberger Harbor Obligations Fixed Growth Guardian Brandywine Templeton Genesis International Fund Fund Fund Fund Fund Fund Fund Fund --------- --------- --------- --------- --------- --------- --------- ------------ Additions: Contributions and contributions receivable: Employer $ 13,732 $ 24,624 $ 54,297 $ 51,650 $ 54,360 $ 13,808 $ 0 $ 0 Employees 47,566 85,256 201,126 200,443 226,439 60,784 0 0 --------- --------- --------- --------- --------- --------- --------- ---------- 61,298 109,880 255,423 252,093 280,799 74,592 0 0 Investment income: Interest and dividends 7,820 15,589 48,288 97,184 7,052 18,791 0 0 --------- --------- --------- --------- --------- --------- --------- ---------- Net realized gains/(losses)and unrealized appreciation/(depreciation) in fair value of investments 0 23,630 31,571 (78,788) (1,220) (26,897) 0 0 Deductions: Distributions to participants 51,834 32,398 56,184 51,263 62,701 16,555 0 0 Payments of interest on note payable 0 0 0 0 0 0 0 0 --------- --------- --------- --------- --------- --------- --------- ---------- 51,834 32,398 56,184 51,263 62,701 16,555 0 0 Transfers and allocations (deductions)/additions: Interfund transfers (28,917) (16,489) (690) (108,959) (722,703) (189,571) 522,011 165,638 --------- --------- --------- --------- --------- --------- --------- ---------- Net additions(deductions) (11,633) 100,212 278,408 110,267 (498,773) (139,640) 522,011 165,638 Net Assets Available for Benefits at beginning of year 153,916 212,724 478,378 443,393 498,773 139,640 0 0 --------- --------- --------- --------- --------- --------- --------- ---------- Net Assets Available for Benefits at end of year $ 142,283 $ 312,936 $ 756,786 $ 553,660 $ 0 $ 0 $ 522,011 $ 165,638 ========= ========= ========= ========= ========= ========= ========= ========== For the year ended December 31, 1998 Fund Information (Continued) Wesmark Harbor Federated Allocated Unallocated Balanced Appreciation Max-Cap WesBanco Wesbanco WesBanco Total Fund Fund Fund Stock Stock Stock Plan -------- ------------ --------- --------- ---------- ---------- ---------- Additions: Contributions and contributions receivable: Employer 0 $ 0 $ 0 $ 40,683 $ 0 $ 622,824 $ 875,978 Employees 0 0 0 176,716 0 0 998,330 ---------- --------- ---------- --------- --------- ---------- ---------- 0 0 0 217,399 0 622,824 1,874,308 Investment income: Interest and dividends 0 0 0 15,614 137,620 1,880 349,838 ----------- --------- ---------- --------- --------- ---------- ---------- Net realized gains/(losses)and unrealized appreciation/(depreciation) in fair value of investments 0 0 0 7,159 (94,203) (2,923) (141,671) Deductions: Distributions to participants 0 0 0 32,755 378,858 0 682,548 Payments of interest on note payable 0 0 0 0 0 6,622 6,622 ----------- --------- ---------- --------- --------- ---------- ---------- 0 0 0 32,755 378,858 6,622 689,170 Transfers and allocations (deductions)/additions: Interfund transfers 92,782 87,591 114,799 84,508 694,420 (694,420) 0 ----------- --------- ---------- --------- --------- ---------- ---------- Net additions(deductions) 92,782 87,591 114,799 291,925 358,979 (79,261) 1,393,305 Net Assets Available for Benefits at beginning of year 0 0 0 363,064 4,783,249 79,261 7,152,398 ----------- --------- ---------- --------- --------- ---------- ---------- Net Assets Available for Benefits at end of year $ 92,782 $ 87,591 $ 114,799 $ 654,989 $5,142,228 $ 0 $8,545,703 =========== ========= ========== ========= ========== ========== ===========
The accompanying Notes to Financial Statements are an integral part of these financial statements. 6 Statements of Changes in Net Assets Available for Benefits With Fund Information For the year ended December 31, 1997 Fund Information (Continued) Federated Prime WesMark Neuberger Obligations Fixed Growth Guardian Brandywine Fund Fund Fund Fund Fund ----------- --------- --------- --------- --------- Additions: Contributions and contributions receivable: Employer $ 13,709 $ 27,113 $ 47,000 $ 49,914 $ 55,577 Employees 78,847 84,556 164,808 169,912 212,998 ----------- ---------- --------- --------- --------- 92,556 111,669 211,808 219,826 268,575 Investment income: Interest and dividends 5,252 11,448 24,388 58,652 80,765 ----------- ---------- --------- --------- --------- Net realized gains/(losses)and unrealized appreciation/(depreciation) in fair value of investments 0 (16,669) 47,299 (16,342) (57,565) Deductions: Distributions to participants 5,497 11,306 14,919 19,201 15,152 Payments of interest on note payable 0 0 0 0 0 Administrative expenses 0 0 0 0 0 ----------- ---------- --------- --------- --------- 5,497 11,306 14,919 19,201 15,152 Transfers and allocations (deductions)/additions: Interfund transfers 8,906 (12,331) 11,810 (16,335) 13,324 Allocation of cash and shares 0 0 0 0 0 ----------- ---------- --------- --------- --------- 8,906 (12,331) 11,810 (16,335) 13,324 ----------- ---------- --------- --------- --------- Net additions(deductions) 101,217 82,811 280,386 226,600 289,947 Net Assets Available for Benefits at beginning of year 52,699 129,913 197,992 216,793 208,826 ----------- ---------- --------- --------- --------- Net Assets Available for Benefits at end of year $ 153,916 $ 212,724 $ 478,378 $ 443,393 $ 498,773 =========== ========== ========= ========= ========= For the year ended December 31, 1997 Fund Information (Continued) Allocated Unallocated Templeton WesBanco Wesbanco WesBanco Total Fund Stock Stock Stock Plan ---------- ---------- ------------ ----------- ---------- Additions: Contributions and contributions receivable: Employer $ 18,371 $ 29,057 $ 0 $ 490,000 $ 730,741 Employees 70,198 136,290 0 0 917,609 ---------- ---------- ----------- ---------- ---------- 88,569 165,347 0 490,000 1,648,350 Investment income: Interest and dividends 15,700 5,176 112,636 16,964 330,981 ---------- ---------- ----------- ---------- ---------- Net realized gains/(losses) and unrealized appreciation/(depreciation) in fair value of investments (12,201) 63,537 1,316,606 48,710 1,373,375 Deductions: Distributions to participants 3,714 13,846 213,114 0 296,749 Payments of interest on note payable 0 0 0 37,776 37,776 Administrative expenses 319 0 5,736 0 6,055 ---------- ---------- ----------- ---------- ---------- 4,033 13,846 218,850 37,776 340,580 Transfers and allocations (deductions)/additions: Interfund transfers (29,662) 24,288 0 0 0 Allocation of cash and shares 0 0 695,517 (695,517) 0 ---------- ---------- ----------- ---------- ---------- (29,662) 24,288 695,517 (695,517) 0 ---------- ---------- ----------- ---------- ---------- Net additions(deductions) 58,373 244,502 1,905,909 (177,619) 3,012,126 Net Assets Available for Benefits at beginning of year 81,267 118,562 2,877,340 256,880 4,140,272 ---------- ---------- ----------- ---------- ---------- Net Assets Available for Benefits at end of year $ 139,640 $ 363,064 $ 4,783,249 $ 79,261 $7,152,398 ========== ========== =========== ========== ==========
The accompanying Notes to Financial Statements are an integral part of these financial statements. 7 WesBanco, Inc. KSOP Notes to Financial Statements Note 1 - Plan Description - ------------------------- The WesBanco, Inc. Employee Stock Ownership Plan (ESOP)was amended and restated effective as of January 1, 1996 by adding a qualified cash or deferral arrangement under Section 401(k) of the Internal Revenue Code of 1986, as amended, and renaming the WesBanco, Inc. Employee Stock Ownership Plan the WesBanco, Inc. KSOP (the Plan). WesBanco, Inc. is a multi-bank holding company offering a full range of financial services, including trust and mortgage banking services, through offices located in West Virginia and Eastern Ohio. During 1998 the Plan covered substantially all employees of WesBanco, Inc. (the Company) who met the eligibility requirements. The Plan has two Trustees, Bank One and WesBanco Bank Wheeling. As of January 1, 1999 all assets of the Plan have been transferred to WesBanco Bank Wheeling. The ESOP portion of the Plan, established on December 31, 1986, is a non-contributory, defined contribution Plan. A participant must complete at least 1,000 hours of service in the year and be employed on December 31 of each year. The ESOP borrowed money and used the proceeds of the loan to buy common stock of the Company. The ESOP holds common stock in a suspense account until principal payments are made on the loan. As loan payments are made, an amount of common stock is released from the suspense account and allocated to the accounts of the participants based on the participant's compensation. The borrowing is collateralized by the unallocated shares of stock and periodic payments are guaranteed by the Company. The lender has no rights against shares once they are allocated under the ESOP. Accordingly, the notes to the financial statements of the Plan for the years 1998 and 1997 present separately the assets and liabilities and changes therein pertaining to: (a) the stock that has been allocated to the accounts of the employees (allocated) and (b) stock not yet allocated to the accounts of employees (unallocated). During 1998, the loan was paid off, thereby releasing the unallocated shares and reclassifying them as allocated; thus there is no unallocated stock at December 31, 1998. Contributions to the ESOP by the Company are made in an amount determined by the Board of Directors. For any year in which the loan is outstanding, the contribution may be no less than is needed to pay the principal and interest on the loan for that year. Contributions and forfeitures are allocated to participants in proportion to each participant's compensation, but cannot exceed the lesser of $30,000 or 25% of such participant's compensation during the Plan year. 8 WesBanco, Inc. KSOP Notes to Financial Statements Note 1 - Plan Description (continued) - ------------------------------------- Participant's interests in the ESOP are fully vested after five years of continuous service. Generally, termination of employment for reasons other than death, normal retirement or permanent disability prior to completion of five years of continuous service results in forfeiture. Distributions to participants who have left employment of the Company or their beneficiaries may be paid in either cash or stock in lump sum or installments over a period that the participant selects, within certain plan restrictions. Trustee fees may be paid by the Plan or Plan Sponsor (WesBanco, Inc.), at the discretion of the Plan Sponsor. The Plan, which falls under the guidelines of Section 401(k), established on January 1, 1996, provides for salary deferral and matching employer contributions. The Plan is designed to enable eligible employees to invest the employee deferral, employer matching and employee rollover contribution among funds that are made available by the Plan Administrator. Effective January 1, 1999, all employer matching funds will be invested in employer stock. An employee shall become a participant in the Plan on the employee's employment date effective on January 1, April 1, July 1 or October 1 following such employee's employment date, if the employee has reached the employee's twenty-first birthday. Matching contributions to the 401(k) will equal 50% of the first 2% of compensation deferred and 25% of the next 2% of compensation deferred. The amount of the contribution will not be greater than the amount permitted by federal law. Participant's interests are 100% vested in the employee deferral, employer matching, and rollover accounts. Hardship distributions can be made from a participant's employee deferral account (401(k)) with approval by the Plan Administrator, if specific criteria is met. The Plan is administered by a committee comprised of employees and Directors appointed by the Board of Directors of the Company. 9 WesBanco, Inc. KSOP Notes to Financial Statements Note 2 - Summary of Significant Accounting Policies - --------------------------------------------------- The financial statements of the Plan are prepared on the accrual basis. Purchases and sales of securities are accounted for as of the trade date. Interest and dividend income is recorded as earned. Valuation of Investments - ------------------------ Marketable securities are stated at fair value. Securities traded on a national securities exchange are valued at the last reported sales price on the last business day of the plan year; investments traded in the over-the-counter market and listed securities for which no sale was reported on the date are valued at the average of the last reported bid and ask prices. The fair value of participation units in mutual funds is based on quoted redemption values, which approximate fair value. Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Reclassification - ---------------- Certain amounts in the financial statements for prior years have been reclassified to conform to the statement presentation for the current year. These reclassifications have no effect on Net Assets Available for Plan Benefits. Note 3 - Priorities Upon Termination of the Plan - ------------------------------------------------ The Company reserves the right to terminate the Plan at any time. In the event the Plan is completely or partially terminated or the Company determines it will permanently discontinue making contributions to the Plan, all property then credited to the participants' accounts will immediately become fully vested and nonforfeitable. The Trustee will be directed to either continue to hold the property in the participants' accounts in accordance with the provisions of the Plan until such accounts would become distributable under the provisions of the Plan, or distribute to such participants all property allocated to their accounts. 10 WesBanco, Inc. KSOP Notes to Financial Statements Note 4 - Transactions with Parties-in-Interest - ---------------------------------------------- Legal, accounting and other administrative fees are paid at the discretion of the Sponsor by the Plan or Plan Sponsor. The Plan is administered by the Plan Sponsor. Note 5 - Note Payable - --------------------- During November 1995, the WesBanco ESOP Trust renegotiated its existing line of credit with an affiliated lender. Conditions of the loan agreement provide for a line of credit in the aggregate amount of $1,000,000 to facilitate purchases of WesBanco Common Stock in the open market. The loan bears interest at a rate equal to the lender's base rate and requires annual repayments of principal equal to 20% of the balance at January 1 of each year. The loan has a final maturity date of 5 years from the date of inception. The $1,000,000 revolving line of credit had a balance of $0 and $97,155 as of December 31, 1998 and 1997, respectively. Note 6 - Income Tax Status - -------------------------- The Plan has received a determination letter from the Internal Revenue Service dated May 28, 1998, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the "Code") and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The Plan was amended subsequent to the IRS determination letter. Therefore, the amendments are not covered by the determination leter. The Plan Administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore believes that the Plan is qualified and the related trust is tax exempt. Note 7 - Investments - -------------------- As of December 31 1998, the investments in the Brandywine Fund and Templeton Fund were pending transfer at the employees' discretion to other funds. All investment information disclosed in the accompanying financial statements and schedules in total and by fund, including investments held at December 31, 1998 and 1997, and net appreciation /(depreciation) in fair value of investments, interest, dividends and investment management fees for the years ended December 31, 1998 and 1997, were obtained or derived from information supplied to the plan administrator and certified as complete and accurate by the Trustee. 11 WesBanco, Inc. KSOP Notes to Financial Statements Note 7 - Investments (continued) - -------------------------------- The fair value of individual investments that represent 5% or more of the Plan's net assets are as follows: Fair Market Value 1998 1997 ------- ------- WesBanco Common Stock (192,841 and 173,450 Shares in 1998 and 1997, respectively) $5,688,797 $5,221,165 WesMark Growth Fund 784,332 449,563 Neuberger Guardian Fund 639,707 418,346 Brandywine Fund 661,680 463,550 Note 8 - Year 2000 Readiness Disclosure (unaudited) - ----------------------------------------------------- The Year 2000 issue primarily results from computer software and hardware that is date-sensitive and may recognize "00" as the Year 1900 instead of the Year 2000 which may cause system failure, miscalculations and other temporary disruptions of operations. The Plan Sponsor, has assembled a Task Force to take the appropriate steps necessary to resolve Year 2000 issues in a timely manner. As of March 31, 1999, information technology systems and mission critical vendor supplied software of the Plan Trustee, WesBanco Bank Wheeling Trust Department, have been successfully tested and certified as Year 2000 compliant. Additionally, the Plan Trustee expects to complete an evaluation of fiduciary assets that may contain significant Year 2000 risks to customers by September 30, 1999. The Plan's third party service providers have also been assessed by the Plan Sponsor for their capability to resolve Year 2000 issues and attain compliance. All significant third party service providers have confirmed they are Year 2000 compliant. Contingency plans, which set forth procedures for handling potential disruptions to operations, are currently being developed by the Plan Sponsor. All phases of the contingency plans are scheduled for completion by September 30, 1999. Costs associated with becoming Year 2000 ready are immaterial and will be paid by the Plan Sponsor. The Plan Sponsor has no means of ensuring that third party service providers will be Year 2000 ready. The inability of those parties to complete their Year 2000 process could have a material impact on the operations of the Plan. The Plan Sponsor is unable to determine the economic impact, if any, of the Year 2000 on the value of the net assets in the Plan. 12 WesBanco, Inc. KSOP Notes to Financial Statements Note 9 - Subsequent Events - -------------------------- On March 31, 1998, WesBanco completed its business combination with Commercial BancShares, Incorporated. At December 31, 1998 substantially all employees were included in either the WesBanco or Commercial BancShares' KSOP Plans. At December 31, 1998, the Trust Assets in Commercial's KSOP were $15.3 million. Both KSOP plans consist of non-contributory stock ownership (ESOP) and 401(k) Plans. Effective January 1, 1999, Commercial BancShares' KSOP was merged into WesBanco's KSOP. 13 WESBANCO, INC. KSOP Schedule I - Form 5500, Item 27a - Schedule of Assets Held for Investment Purpose December 31, 1998 EIN # 55-0571723 Plan #002 Units/Shares Description Cost Market Value - ---------------------------------------------------------------------------------- 128,226 Federated Prime Obligations Fund $ 128,226 $ 128,226 29,357 WesBanco Bank Wheeling Fixed Income Fund* 291,366 297,803 64,982 WesBanco Bank WesMark Fund* 698,275 784,332 28,533 Neuberger & Berman Guardian Fund 732,144 639,707 192,841 WesBanco Common Stock* 3,347,295 5,688,797 21,852 Brandywine Fund 704,480 661,680 20,888 Templeton Foreign Fund 209,330 175,249 ---------- ---------- $6,111,116 $8,375,794 ========== ========== * Party-in-interest. 14 WESBANCO, INC. KSOP Schedule III - Schedule of Reportable Transactions December 31, 1998 EIN #55-0571723 Plan # 002 There were no type (I), (II), (III) or (IV) transactions for 1998. 15 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. WESBANCO, INC. KSOP ------------------- (Name of Plan) June 29, 1999 /s/ Paul M. Limbert - -------------- ------------------------------- Date Chairman of the KSOP Committee WesBanco, Inc., Executive Vice President & Chief Financial Officer
EX-23 2 Exhibit 23.1 ------------ Consent of Independent Auditors We consent to the Incorporation by reference in the Registration Statement (Form S-8 No. 333-06741) pertaining to the WesBanco, Inc. KSOP of our report dated June 11, 1999, with respect to the financial statements and schedules of the WesBanco, Inc. KSOP included in this Annual Report (Form 11-K) for the year ended December 31, 1998. /s/ Ernst & Young LLP June 29, 1999 Pittsburgh, Pennsylvania -----END PRIVACY-ENHANCED MESSAGE-----