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, 2001
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
AUDITED FINANCIAL STATEMENTS AND SUPPLEMENTAL
INFORMATION
WesBanco, Inc. KSOP
Years ended December 31, 2001 and 2000 with Report of
Independent Auditors
WesBanco, Inc. KSOP
Audited Financial Statements and Supplemental Information
Years ended December 31, 2001 and 2000
Contents
Report of Independent Auditors ........................................ 1
Audited Financial Statements
Statements of Net Assets Available for Benefits ........................ 2
Statements of Changes in Net Assets Available for Benefits ............. 3
Notes to Financial Statements .......................................... 4
Supplemental Information
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year)....... 13
Schedule H, Line 4(j) - Schedule of Reportable Transactions............ 14
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, 2001 and 2000, 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, 2001 and 2000,
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, 2001, 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 17, 2002
1
WesBanco, Inc. KSOP
Statements of Net Assets Available for Benefits
December 31
------------------------------
2001 2000
------------------------------
Assets
Investments:
Registered investment companies $ 10,075,610 $ 7,731,711
WesBanco common stock 11,791,744 13,498,166
Cash and short term investments 15,732 407,162
Participant Loans 6,011 16,064
------------------------------
Total investments 21,889,097 21,653,103
Contributions receivable 100,500 44,217
Accrued assets 157,605 134,431
------------------------------
Total assets 22,147,202 21,831,751
Liabilities
Note payable to bank 1,572,353 -
------------------------------
Net assets available for benefits $ 20,574,849 $ 21,831,751
==============================
The accompanying notes are an integral part of the financial statements.
2
WesBanco, Inc. KSOP
Statements of Changes in Net Assets Available for Benefits
Years ended December 31
-------------------------------
2001 2000
-------------------------------
Additions:
Investment income:
Interest and dividends $ 728,307 $ 1,435,459
Net depreciation in fair value of
investments (2,096,955) (2,166,005)
-------------------------------
Total investment loss (1,368,648) (730,546)
Contributions:
Employer 1,021,511 1,098,286
Employees 1,275,608 1,235,894
-------------------------------
Total contributions 2,297,119 2,334,180
Assets from merged plans 30,080 835,211
-------------------------------
Total additions 958,551 2,438,845
Deductions:
Distributions to participants 2,081,419 2,241,608
Interest Expense 134,034 29,304
-------------------------------
Total deductions 2,215,453 2,270,912
-------------------------------
Net (decrease) increase (1,256,902) 167,933
Net assets available for benefits:
Beginning of year 21,831,751 21,663,818
-------------------------------
End of year $ 20,574,849 $ 21,831,751
===============================
The accompanying notes are an integral part of the financial statements.
3
WesBanco, Inc. KSOP
Notes to Financial Statements
December 31, 2001 and 2000
--------------------------
Note 1 - Plan Description
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 WesBanco, Inc. KSOP includes
an Employer Stock Ownership Plan (ESOP), established on December
31, 1986, which is a noncontributory, defined contribution plan
and the Plan also qualifies as a cash or deferral arrangement
under Section 401(k) of the Internal Revenue Code effective
January 1, 1996. The trustee of the ESOP is the Trust Department
of WesBanco, Inc. Effective January 1, 2001, State Street Bank
and Trust Company became the trustee for the 401(k) portion of
the Plan.
WesBanco, Inc. (the Company) is a bank holding company offering a
wide range of financial services, including trust and mortgage
banking services, through offices located in West Virginia and
Eastern Ohio. Effective January 1, 2000, Vandalia National
Corporation, the Bank of McMechen, Albright National Bank of
Kingwood, and Shawnee Bank, Inc. 401(k) plans were merged into
WesBanco's KSOP.
ESOP contributions are made to participants who complete 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. At December 31, 2001, the Plan holds 558,057 shares of
WesBanco stock, of which 453,666 shares were allocated to specific
employee accounts and 104,391 shares were 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.
4
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
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 the Board. During
2001, the Neuberger-Berman Genesis Fund and Neuberger-Berman
Guardian Plan were liquidated and reinvested in the WesMark Small
Company Growth Fund and the AIM Basic Value Fund, respectively. On
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 fund on a daily basis. 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. 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 is
100% vested in the employee deferral, employer matching, and
rollover accounts.
5
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
Note 1 - Plan Description (continued)
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.
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
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 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.
6
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
Note 2 - Summary of Significant Accounting Policies (continued)
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 - 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, 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, Inc. As
noted below, the note payable represents a loan from the Company.
The Company makes contributions to the Plan, which are then used
to make required payments on the note payable to the Company.
Note 4 - Note Payable
During 2000, the WesBanco ESOP Trust renewed a revolving line of
credit with an affiliated lender. 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 at January 1 of each year.
The loan has a final maturity date of 5 years from the date of
inception. The $2,000,000 revolving line of credit had a balance
of $1,572,353 and $-0- as of December 31, 2001 and 2000,
respectively.
Note 5 - 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.
Subsequent to the issuance of the determination letter, the Plan
was amended. 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 of the Code and, therefore,
believes that the Plan, as amended, is qualified and the related
trust is tax-exempt.
7
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
Note 6 - Investments
For the years ended December 31, 2001 and 2000, the Plan's
investments (including investments bought, sold, and held during
the year) (depreciated) appreciated in fair value as determined
by quoted market prices as follows:
2001 2000
----------------------------------------------------------------
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 $ 494,181 $ - $ 460,573 $ -
WesMark Small Company Fund 812,637 (121,347) - -
WesMark Fixed Income Fund 650,269 11,849 457,442 17,675
WesMark Growth Fund 2,807,647 (528,751) 2,884,489 (55,174)
Harbor International Fund 139,587 (90,755) 231,254 (113,140)
WesMark Balanced Fund 405,151 (57,793) 443,854 9,666
Harbor Capital Appreciation Fund 934,298 (214,346) 1,212,965 (443,156)
Federated Max-Cap Fund 287,930 (38,869) 281,397 (45,675)
AIM Funds Group Basic Value Class A 723,087 16,620 - -
Temporary Investment Fund - - 1,759,737 60,662
Participant Loans 6,011 - 16,064 -
---------------------------------------------------------------
Total participant directed 7,260,798 (1,023,392) 7,747,775 (569,142)
Nonparticipant-directed investments:
WesBanco common stock 11,791,744 (908,022) 13,498,166 (1,596,863)
WesBanco unitized fund 2,820,823 (165,541) - -
Federated Prime Obligations Fund 15,732 - 407,162 -
----------------------------------------------------------------
Total nonparticipant directed 14,628,299 (1,073,563) 13,905,328 (1,596,863)
----------------------------------------------------------------
Total $21,889,097 ($2,096,955) $21,653,103 ($2,166,005)
================================================================
8
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
Note 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, 2001
---------------------------------------------------
WesBanco WesBanco WesBanco
Allocated Unallocated Utilized
ESOP Fund ESOP Fund 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
===================================================
9
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
Note 6 - Investments (continued)
Nonparticipant-Directed Investments (continued)
December 31, 2000
---------------------------------------------------
WesBanco WesBanco WesBanco
Allocated Unallocated Stock
ESOP Fund ESOP Fund Fund Total
---------------------------------------------------
Investments at fair value:
WesBanco common stock $10,721,899 $ - $2,776,267 $13,498,166
Cash and short term
investments 407,162 - - 407,162
---------------------------------------------------
Total investments 11,129,061 - 2,776,267 13,905,328
Contributions Receivable 44,217 - - 44,217
Accrued assets 101,200 - - 101,200
---------------------------------------------------
Total assets 11,274,478 - 2,776,267 14,050,745
Note payable to bank - - - -
---------------------------------------------------
Net assets available for
benefits $11,274,478 $ - $2,776,267 $14,050,745
===================================================
10
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
Note 6 - Investments (continued)
Nonparticipant-Directed Investments (continued)
Year ended
December 31, 2001
------------------------------------------
WesBanco WesBanco WesBanco
Allocated Unallocated Utilized
ESOP Fund ESOP Fund Fund
------------------------------------------
Net assets available for
benefits at January 1, 2001 $11,274,478 $ - $2,776,276
Additions:
Interest and dividends 503,490 27,364
Net (depreciation) appreciation
in fair value of investments (1,113,805) 205,783 (165,541)
Contributions - 705,783 533,896
Deductions:
Distributions (1,077,813) - (346,348)
Interest expense - (134,034) -
Net transfers 538,317 (538,317) (4,824)
------------------------------------------
Net assets available for
benefits at December 31,2001 $10,124,667 $ 239,215 $2,820,823
------------------------------------------
11
WesBanco, Inc. KSOP
Notes to Financial Statements (continued)
Note 6 - Investments (continued)
Nonparticipant-Directed Investments (continued)
Year ended
December 31, 2000
------------------------------------------
WesBanco WesBanco WesBanco
Allocated Unallocated Utilized
ESOP Fund ESOP Fund Fund
------------------------------------------
Net assets available for
benefits at January 1, 2000 $12,391,729 $ (27,366) $3,170,180
Additions:
Interest and dividends 422,020 11,013 112,557
Net (depreciation) appreciation
in fair value of investments (1,283,679) 31,460 (344,643)
Contributions - 794,218 448,721
Deductions:
Distributions (1,035,613) - (199,186)
Interest expense - (29,304) -
Net transfers 780,021 (780,021) (411,362)
------------------------------------------
Net assets available for
benefits at December 31,2000 $11,274,478 $ - $2,776,267
------------------------------------------
12
WesBanco, Inc. KSOP
EIN: 55-0571723 Plan Number: 002
Schedule H, Line 4(i)-Schedule of Assets
(Held at End of Year)
December 31, 2001
Identity of Issue, Borrower, Description of
Lessor or Similar Party Investment Cost Current Value
---------------------------------------------------------------------------------------------------
Short term investments
----------------------
15,732 Federated Prime Obligations Fund (ESOP) NR $ 15,732
Registered Investment Companies
-------------------------------
494,181 Federated Prime Obligations Fund NR 494,181
110,263 WesMark Small Company Fund* NR 812,637
65,354 WesMark Fixed Income Fund* NR 650,269
225,877 WesMark Growth Fund* NR 2,807,647
15,808 Harbor International Fund NR 139,587
41,768 WesMark Balanced Fund* NR 405,151
31,964 Harbor Capital Appreciation Fund NR 934,298
12,368 Federated Max-Cap Fund NR 287,930
25,425 AIM Funds Group Basic Value Class A NR 723,087
273,071 WesBanco Unitized Fund* NR 2,820,823
Equity Securities
-----------------
558,057 WesBanco Common Stock* $ 6,137,989 11,791,744
Participant Loans
-----------------
- Loan Account* (interest rates range - 6,011
from 7.80% to 9.00% and have
maturities through January 2004)
*Party-in-interest
NR - Not required
13
WesBanco, Inc. KSOP
EIN: 55-0571723 Plan Number: 002
Schedule H, Line 4(j) - Schedule of Reportable Transactions
Year Ended December 31, 2001
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
----------
WesBanco Unitized Fund Registered Investment Company $ 2,619,851 $ - $ 2,619,851 $ 2,619,851 N/A
Category III
------------
WesBanco Common Stock Equity Securities (6 purchases) 2,316,725 - 2,316,725 2,316,725 N/A
WesBanco Unitized Fund Registered Investment Company
61 purchases 3,886,006 - 3,886,006 3,886,006 N/A
46 sales - 1,167,891 1,103,614 1,103,614 $ 64,277
Federated Prime
Obligations Fund Registered Investment Company
116 purchases 2,798,701 - 2,798,701 2,798,701 N/A
48 sales 2,677,248 2,677,248 2,677,248 -
N/A-not applicable
14
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 28, 2002
-------------
Date
/s/ Robert H. Young
-----------------------------
Executive Vice President
and Chief Financial Officer