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, 2002
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
Required Information
A. Financial Statements and Schedule: Page
Report of Independent Auditors . . . . . . . . . . . . . . . . . . . 3
Audited Financial Statements
Statements of Net Assets Available for Benefits. . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . 6
Supplemental Information
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) . 14
Schedule H, Line 4(j) - Schedule of Reportable Transactions. . . . 15
B. Exhibits
23 Consent of Independent Auditors . . . . . . . . . . . . . . . E-1
99.1 Certification Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 . . E-2
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 30, 2003
-----------------
Date
/s/ Robert H. Young
----------------------------------
Robert H. Young
Executive Vice President and Chief
Financial Officer
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL
INFORMATION
WesBanco, Inc. KSOP
Years ended December 31, 2002 and 2001 with Report of Independent Auditors
1
WesBanco, Inc. KSOP
Audited Financial Statements and Supplemental Information
Years ended December 31, 2002 and 2001
Contents
Report of Independent Auditors. . . . . . . . . . . . . . . . . . . . 3
Audited Financial Statements
Statements of Net Assets Available for Benefits . . . . . . . . . . . 4
Statements of Changes in Net Assets Available for Benefits. . . . . . 5
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . 6
Supplemental Information
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year). . . 14
Schedule H, Line 4(j) - Schedule of Reportable Transactions . . . . . 15
2
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, 2002 and 2001, and the related statements of changes in net
assets available for benefits for the years then ended. These
financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with 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, 2002 and 2001,
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 at end of year) as of
December 31, 2002, and reportable transactions for the year then
ended, are presented for purposes of additional analysis and are
not a required part of the financial statements but are
supplementary information required by the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974. 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 11, 2003
3
WesBanco, Inc. KSOP
Statements of Net Assets Available for Benefits
December 31
2002 2001
--------------------------
Assets
Investments:
Registered investment companies $ 6,944,889 $ 7,254,787
WesBanco common stock 12,207,148 11,791,744
WesBanco Unitized Fund 3,018,082 2,820,823
Cash and short-term investments 150,770 15,732
Participant loans --- 6,011
--------------------------
Total investments 22,320,889 21,889,097
Due from merged plan 1,354,380 ---
Contributions receivable 120,380 100,500
Accrued assets 122,918 162,521
--------------------------
Total assets 23,918,567 22,152,118
Liabilities
Note payable to bank 1,028,850 1,572,353
Accrued liabilities 7,582 4,916
--------------------------
Net assets available for benefits $ 22,882,135 $ 20,574,849
==========================
See accompanying notes.
4
WesBanco, Inc. KSOP
Statements of Changes in Net Assets Available for Benefits
Years ended December 31
2002 2001
--------------------------
Additions
Investment income:
Interest and dividends $ 563,582 $ 728,307
Net depreciation in fair value of investments (8,015) (2,096,955)
--------------------------
Total investment income (loss) 555,567 (1,368,648)
Contributions:
Employer 894,261 1,021,511
Employees 1,498,595 1,275,608
--------------------------
Total contributions 2,392,856 2,297,119
Assets from merged plans 1,354,380 30,080
--------------------------
Total additions 4,302,803 958,551
Deductions
Distributions to participants 1,912,483 2,081,419
Interest expense 83,034 134,034
--------------------------
Total deductions 1,995,517 2,215,453
--------------------------
Net increase (decrease) 2,307,286 (1,256,902)
Net assets available for benefits:
Beginning of year 20,574,849 21,831,751
--------------------------
End of year $ 22,882,135 $ 20,574,849
==========================
See accompanying notes.
5
WesBanco, Inc. KSOP
Notes to Financial Statements
December 31, 2002 and 2001
1. Plan Description
WesBanco, Inc. is a bank holding company offering a wide range of
financial services, including trust and mortgage banking
services, through offices located in West Virginia, central and
eastern Ohio, and western Pennsylvania.
The following brief description of the WesBanco, Inc. KSOP (Plan)
is provided for general information purposes only. Participants
should refer to the Plan agreement and Summary Plan Description
for more complete information. The Plan is administered by a
committee comprised of employees and directors appointed by the
Board of Directors of the Company. The Plan includes an Employer
Stock Ownership Plan (ESOP), established on December 31, 1986,
which is a noncontributory, defined contribution plan, and also
qualifies as a cash or deferral arrangement under Section 401(k)
of the Internal Revenue Code effective January 1, 1996. The Trust
Department of WesBanco Bank, Inc. is the trustee of the ESOP.
State Street Bank and Trust Company is the trustee for the 401(k)
portion of the Plan. Trustee fees may be paid by the Plan or Plan
Sponsor (WesBanco, Inc.) at the discretion of the Plan Sponsor.
Employee Stock Ownership Plan
Employer contributions to the ESOP are made in an amount
determined by the Board of Directors. For any year in which the
ESOP has a loan outstanding, the contribution may be no less than
is needed to pay the principal and interest on the loan for that
year. The ESOP makes contributions to participants who complete
1,000 hours of service during the plan year and who are actively
employed on December 31. 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.
Participant's interests in the ESOP are fully vested after five
years of service. 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.
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.
6
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
1. Plan Description (continued)
The ESOP maintains a revolving line of credit with WesBanco Bank,
Inc. and uses 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. At
December 31, 2002, the ESOP holds 521,896 shares of WesBanco
stock, of which 436,162 shares were allocated to specific
employee accounts and 85,734 shares were unallocated.
401(k)
The 401(k) provides for salary deferral and matching employer
contributions. Effective January 1, 2002, an employee who has
attained 21 years of age and completed 60 days of service shall
become a participant of the 401(k) the first day of each calendar
month. Prior to January 1, 2002, an employee became a
participant in the 401(k) 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 had reached the
employee's twenty-first birthday. Eligible employees can invest
the employee deferral, employer matching, and employee rollover
contribution among funds that are made available by the Plan
Administrator. A participant's interest is 100% vested in the
employee deferral, employee matching, and rollover accounts.
Hardship distributions can be made from a participant's employee
deferral account with approval by the Plan Administrator, if
specific criteria are met.
Employer-matching contributions may be paid to the Trust in cash
or shares of WesBanco Common Stock, as determined by the Board.
Matching contributions to the 401(k) equal 50% of the first 2% of
compensation deferred and 25% of the next 2% of compensation
deferred. Effective January 1, 2003, the matching contributions
are equal to 50% of the first 4% of compensation deferred. The
amount of the contribution will not be greater than the amount
permitted by federal law.
Changes in the 401(k) funds during 2001 included the liquidation
of the Neuberger-Berman Genesis Fund and Neuberger-Berman
Guardian Plan and the reinvestment of the funds into the WesMark
Small Company Growth Fund and the AIM Basic Value Fund,
respectively. On
7
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
1. Plan Description (continued)
January 1, 2001, the Unitized Stock Fund was initiated with an
arbitrary price of $10.00 per unit. This price in no way
correlates with the actual price per share of WesBanco common
stock. The Unitized Fund offers daily valuation for balances that
were previously held in actual shares in the WesBanco Common
Stock Fund. The unitization allows participants to transfer in
and out of the Unitized Fund on a daily basis. During 2002,
WesBanco added four new funds, including the T. Rowe Price Mutual
Fund, Vanguard Group Fixed Income Fund, Vanguard Group Fixed
Income Intermediate Term, and the Fidelity Investment Growth
Company Fund. Other fund options included Federated Prime
Obligations, Federated Max-Cap Fund, WesMark Bond Fund, WesMark
Growth Fund, WesMark Balanced Fund, Harbor Capital Appreciation
Fund, and Harbor International Fund.
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
The Plan's investments 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.
Shares of registered investment companies are valued at the net
asset value of shares held by the Plan at year-end.
Use of Estimates
The preparation of financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates that affect the amounts
reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
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
8
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
2. Summary of Significant Accounting Policies (continued)
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.
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.
3. Transactions with Parties-in-Interest
Legal, accounting and other administrative fees are paid at the
discretion of the Plan Sponsor by the Plan or Plan Sponsor.
WesBanco Bank, Inc. provides investment advisory services for the
WesMark funds. The Plan is administered by the Plan Sponsor. The
trustee of the ESOP is the Trust Department of WesBanco Bank,
Inc. As noted below, the note payable represents a loan from
WesBanco Bank. The Company makes contributions to the Plan, which
are then used to make required payments on the note payable to
the Company.
4. Note Payable
During 2000, the WesBanco ESOP renewed a revolving line of credit
with WesBanco Bank, Inc. Conditions of the loan agreement provide
for a revolving line of credit in the aggregate amount of
$2,000,000 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 as of January 1 of each year. The
loan has a final maturity date of five years from the date of
inception. The $2,000,000 revolving line of credit had a balance
of $1,028,850 and $1,572,353 as of December 31, 2002 and 2001,
respectively.
5. Income Tax Status
The Plan has received a determination letter from the Internal
Revenue Service dated May 15, 2003, 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
Administrator believes the Plan is being operated in compliance
with the applicable requirements
9
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
5. Income Tax Status (continued)
of the Code and, therefore, believes that the Plan, as amended,
is qualified and the related trust is tax-exempt.
6. Investments
For the years ended December 31, 2002 and 2001, the Plan's
investments (including investments bought, sold, and held during
the year) appreciated (depreciated) in fair value as determined
by quoted market prices as follows:
2002 2001
----------------------------------------------------------
Net Net
Appreciation Appreciation
Fair Value (Depreciation) Fair Value (Depreciation)
----------------------------------------------------------
Investments at fair value as
determined by quoted market price:
Participant-directed investments:
Federated Prime Obligations Fund $ 944,774 $ --- $ 494,181 $ ---
WesMark Small Company Fund 598,674 (276,055) 812,637 (121,347)
WesMark Fixed Income Fund 772,561 5,224 650,269 11,849
WesMark Growth Fund 2,276,300* (703,220) 2,807,647* (528,751)
Harbor International Fund 127,877 (39,458) 139,587 (90,755)
WesMark Balanced Fund 392,793 (89,462) 405,151 (57,793)
Harbor Capital Appreciation Fund 635,068 (292,548) 934,298 (214,346)
Federated Max-Cap Fund 231,481 (68,693) 287,930 (38,869)
AIM Funds Group Basic Value Class A 740,896 (208,102) 723,087 16,620
Vanguard Group Fed Fixed Income Fund 34,735 30 --- ---
Vanguard Group Fixed Income
Intermediate Term 142,398 3,123 --- ---
T. Rowe Price Mutual Funds
Small Cap Stock 42,529 (1,488) --- ---
Fidelity Investments Growth
Company Fund 4,803 (170) --- ---
Participant loans --- --- 6,011 ---
-----------------------------------------------------------
Total participant-directed 6,944,889 (1,670,819) 7,260,798 (1,023,392)
Nonparticipant-directed investments:
WesBanco common stock 12,207,148* 1,293,982 11,791,744* (908,022)
WesBanco Unitized Fund 3,018,082* 368,822 2,820,823* (165,541)
Federated Prime Obligations Fund 150,770 --- 15,732 ---
-----------------------------------------------------------
Total nonparticipant-directed 15,376,000 1,662,804 14,628,299 (1,073,563)
-----------------------------------------------------------
Total $22,320,889 $ (8,015) $21,889,097 $ (2,096,955)
===========================================================
*The fair value of these individual investments represent 5% or more of the
Plan's net assets.
10
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
6. Investments (continued)
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, 2002
---------------------------------------------------------
WesBanco WesBanco
Allocated Unallocated WesBanco
ESOP Fund ESOP Fund Unitized Fund Total
---------------------------------------------------------
Investments at fair value:
WesBanco common stock $ 10,201,821 $ 2,005,327 $ --- $ 12,207,148
WesBanco Unitized Fund --- --- 3,018,082 3,018,082
Cash and short-term investments 150,770 --- --- 150,770
---------------------------------------------------------
Total investments 10,352,591 2,005,327 3,018,082 15,376,000
Accrued assets 122,918 --- --- 122,918
Due to (from) 718,026 (718,026) --- ---
---------------------------------------------------------
Total assets 11,193,535 1,287,301 3,018,082 15,498,918
Note payable to bank --- (1,028,850) --- (1,028,850)
---------------------------------------------------------
Net assets available for benefits $ 11,193,535 $ 258,451 $ 3,018,082 $ 14,470,068
=========================================================
December 31, 2001
---------------------------------------------------------
WesBanco WesBanco
Allocated Unallocated WesBanco
ESOP Fund ESOP Fund Unitized Fund Total
---------------------------------------------------------
Investments at fair value:
WesBanco common stock $ 9,585,961 $ 2,205,783 $ --- $ 11,791,744
WesBanco Unitized Fund --- --- 2,820,823 2,820,823
Cash and short-term investments 15,732 --- --- 15,732
---------------------------------------------------------
Total investments 9,601,693 2,205,783 2,820,823 14,628,299
Accrued assets 128,759 --- --- 128,759
Due to (from) 394,215 (394,215) --- ---
---------------------------------------------------------
Total assets 10,124,667 1,811,568 2,820,823 14,757,058
Note payable to bank --- (1,572,353) --- (1,572,353)
---------------------------------------------------------
Net assets available for benefits $ 10,124,667 $ 239,215 $ 2,820,823 $ 13,184,705
=========================================================
11
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
6. Investments (continued)
Year ended December 31, 2002
---------------------------------------------------------
WesBanco WesBanco
Allocated Unallocated WesBanco
ESOP Fund ESOP Fund Unitized Fund Total
---------------------------------------------------------
Net assets available for benefits
at January 1, 2002 $ 10,124,667 $ 239,215 $ 2,820,823 $ 13,184,705
Additions:
Interest and dividends 426,090 72,948 --- 499,038
Net appreciation in fair value
of investments 1,136,970 157,012 368,822 1,662,804
Contributions --- 550,000 512,978 1,062,978
Deductions:
Distributions (1,171,882) --- (359,586) (1,531,468)
Interest expense --- (83,034) --- (83,034)
Net transfers 677,690 (677,690) (324,955) (324,955)
---------------------------------------------------------
Net assets available for benefits
at December 31, 2002 $ 11,193,535 $ 258,451 $ 3,018,082 $ 14,470,068
=========================================================
Year ended December 31, 2001
---------------------------------------------------------
WesBanco WesBanco
Allocated Unallocated WesBanco
ESOP Fund ESOP Fund Unitized Fund Total
---------------------------------------------------------
Net assets available for benefits
at January 1, 2001 $ 11,274,478 $ --- $ 2,776,276 $ 14,050,754
Additions:
Interest and dividends 435,751 67,739 27,364 530,854
Net (depreciation) appreciation
in fair value of investments (1,113,805) 205,783 (165,541) (1,073,563)
Contributions --- 705,783 533,896 1,239,679
Deductions:
Distributions (1,077,813) --- (346,348) (1,424,161)
Interest expense --- (134,034) --- (134,034)
Net transfers 606,056 (606,056) (4,824) (4,824)
---------------------------------------------------------
Net assets available for benefits
at December 31, 2001 $ 10,124,667 $ 239,215 $ 2,820,823 $ 13,184,705
=========================================================
12
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
7. American Bancorporation Profit Sharing 401(k) Plan
On March 1, 2002, WesBanco completed the acquisition of American
Bancorporation. As a result of the acquisition, the American
Bancorporation Profit Sharing 401(k) Plan (American Plan) was
frozen effective March 31, 2002 and all eligible American Plan
participants were automatically enrolled in the Plan. Effective
December 31, 2002, the American Plan was merged with and into the
401(k) portion of the Plan. As a result, a due from the American
Plan of $1,354,380 was recorded as of December 31, 2002. The net
assets of the American Plan were transferred into the Plan on
January 3, 2003.
13
WesBanco, Inc. KSOP
EIN: 55-0571723 Plan Number: 002
Schedule H, Line 4(i)-Schedule of Assets
(Held at End of Year)
December 31, 2002
Identity of Issue, Borrower, Description of
Lessor or Similar Party Investment Cost Current Value
---------------------------------------------------------------------------------------------
Short-Term Investments
----------------------
150,770 Federated Prime Obligations Fund (ESOP) NR $ 150,770
Registered Investment Companies
-------------------------------
944,774 Federated Prime Obligations Fund NR 944,774
120,944 WesMark Small Company Fund* NR 598,674
77,179 WesMark Fixed Income Fund* NR 772,561
243,194 WesMark Growth Fund* NR 2,276,300
19,316 Harbor International Fund NR 127,877
50,618 WesMark Balanced Fund* NR 392,793
31,423 Harbor Capital Appreciation Fund NR 635,068
12,983 Federated Max-Cap Fund NR 231,481
33,893 AIM Funds Group Basic Value Class A NR 740,896
3,246 Vanguard Group Fed Fixed Income NR 34,735
12,078 Vanguard Group Fixed Income
Intermediate Term NR 142,398
1,978 T-Rowe Price Mutual Funds Small Cap Stock NR 42,529
136 Fidelity Investments Growth Company Fund NR 4,803
Equity Securities
-----------------
521,896 WesBanco Common Stock* $ 7,167,655 12,207,148
Unitized Fund
-------------
269,954 WesBanco Unitized Fund* NR 3,018,082
*Party-in-interest
NR - Not required
14
WesBanco, Inc. KSOP
EIN: 55-0571723 Plan Number: 002
Schedule H, Line 4(j)-Schedule of Reportable Transactions
Year ended December 31, 2002
Current
Value of
Asset on
Identity of Purchase Selling Cost of Transaction
Party Involved Description of Assets Price Price Asset Date Net Gain
-------------------------------------------------------------------------------------------------------------------------
Category I
----------
None
Category III
------------
WesBanco Unitized Fund Registered Investment Company
87 purchases $ 3,678,730 $ --- $ 3,678,730 $ 3,678,730 N/A
76 sales --- 3,850,293 3,613,877 3,613,877 $ 236,416
Federated Prime
Obligations Fund Registered Investment Company
141 purchases 4,595,282 --- 4,595,282 4,595,282 N/A
83 sales --- 4,045,635 4,045,635 4,045,635 ---
N/A-Not Applicable
There were no type (II) or (IV) transactions for the year ended
December 31, 2002.