Filed Pursuant to Rule 424(b)(3)
Registration No. 333-82852
October 17, 2003
To Our Shareholders:
Attached is a Prospectus of WesBanco, Inc. (the "Corporation") describing
the Corporation's Amended Dividend Reinvestment and Stock Purchase Plan ("Plan")
as it is currently in effect. The purpose of the Plan is to provide you with a
convenient and economical way to purchase additional shares of common stock. The
Plan offers shareholders the opportunity to purchase shares of the Corporation's
Common Stock, $2.0833 par value, with automatically reinvested dividends and/or
optional cash payments, without payment of brokerage commissions, fees or
service charges.
Shares of Common Stock purchased with reinvested dividends or optional cash
payments will be purchased from the Corporation at the market value of the
Common Stock determined as provided in the Plan, which is based on the average
stock price on the five business days preceding each Investment Date, or in open
market purchases at the direction of the Plan Administrator. The date on which
dividends and optional cash payments will begin to be invested will be the first
business day of the month following a month in which either optional cash
payments or dividends have been received by the Plan Administrator. Optional
cash payments may not be less than $10 nor more than $5,000 per month. To
purchase shares on a given Investment Date, optional cash payments must be
received prior to the Investment Date. Payments received after an Investment
Date will be invested on the next Investment Date.
Complete details on the Plan are provided in the Prospectus in an easy to
understand question and answer format. I encourage you to read it carefully. If
you have any additional questions, please call (304) 234-9000.
If you do not currently participate in the Plan and you wish to do so,
simply sign the enclosed authorization form and return it to us in the enclosed
envelope. To expedite your enrollment you may wish to fax your form to our Plan
Administrator at (312) 601-4331.
Sincerely,
/s/ Paul M. Limbert
-------------------------------------
Paul M. Limbert
President and Chief Executive Officer
WesBanco
One Bank Plaza
Wheeling, WV 26003
PROSPECTUS
WESBANCO, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
963,593 Shares of Common Stock
This Prospectus relates to 963,593 shares of common stock, par value
$2.0833 per share, of Wesbanco, Inc., registered for purchase under the
Wesbanco, Inc. Amended Dividend Reinvestment and Stock Purchase Plan. The plan
provides each holder of our common stock with a simple and convenient method of
purchasing additional shares of our common stock by investing all or part of
their cash dividend and/or making optional cash payments to purchase shares
without payment of any brokerage commission or service charge. Any eligible
shareholder may participate in the plan at any time by completing the
authorization form and returning it to the administrator. A participant may
withdraw from the plan at any time.
The purchase price of shares purchased by a participant in the plan will be
the weighted average price of all shares purchased pursuant to the plan that
month, computed to six decimal places. The plan administrator may purchase
shares pursuant to the plan in open market or negotiated transactions, or may
purchase treasury shares or newly issued shares of our common stock directly
from us. We will receive proceeds to be used for general corporate purposes from
the sale of shares by us pursuant to the plan. We will not receive any proceeds
from the purchase of shares of common stock pursuant to the plan in open market
or negotiated transactions.
Each participant should recognize that neither we nor the plan
administrator can provide any assurance that shares purchased under the plan
will, at any time, be worth more or less than their purchase price.
The plan does not represent a change in our dividend policy, which will
continue to depend on earnings, financial requirements and other factors.
Shareholders who do not wish to participate in the plan will continue to receive
cash dividends as declared by check or direct deposit in the usual manner. It is
suggested that this Prospectus be retained for future reference.
Our common stock is traded on the NASDAQ National Market under the symbol
"WSBC."
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
Prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
The date of this Prospectus is October 17, 2003.
This Prospectus is part of a Registration Statement which we filed with the
Securities and Exchange Commission. We have omitted certain parts of the
Registration Statement in accordance with the rules and regulations of the
Securities and Exchange Commission; therefore, this Prospectus does not contain
all of the information included in the Registration Statement. For further
information, we refer you to the Registration Statement filed on Form S-3
including the exhibits and documents incorporated by reference therein. We have
not authorized anyone to provide you with any information that differs from that
contained in this Prospectus. Accordingly, you should not rely on any
information that is not contained in this Prospectus. We are not making an offer
of these securities in any state where the offer is
1
not permitted. You should not assume that the information in this Prospectus is
accurate as of any date other than the date on the front cover of this
Prospectus.
TABLE OF CONTENTS
Page
Where You Can Find More Information...............................................................................3
Wesbanco, Inc.....................................................................................................4
The Plan..........................................................................................................4
Description of the Plan...........................................................................................4
What is the Purpose of the Plan?...............................................................................4
Who Administers the Plan?......................................................................................5
Who is Eligible to Participate in the Plan?....................................................................5
When May, and How Does, an Eligible Stockholder Participate?...................................................6
When will Purchases of Shares be Made?.........................................................................6
What are the Investment Options?...............................................................................6
What are the Limits on Optional Cash Payments?.................................................................7
What will be the Price of the Stock?...........................................................................7
How Many Shares of Common Stock will be Credited to Participants?..............................................7
Are There any Fees or Expenses Incurred by Participants in the Plan?...........................................8
Will Certificates be Issued for Common Stock Purchased?........................................................8
In Whose Name will Certificates be Registered When Issued to...................................................8
Participants?..............................................................................................8
How Does a Participant Withdraw From the Plan?.................................................................9
What Happens When a Portion of a Participant's Stock is Sold or................................................9
Transferred?...............................................................................................9
What Happens if Wesbanco Issues a Stock Dividend, Declares a Stock.............................................9
Split, or has a Rights Offering?...........................................................................9
How Will a Participant's Stock be Voted at Meetings of.........................................................9
Stockholders?..............................................................................................9
What Reports will be Sent to Participants in the Plan?........................................................10
Who Interprets and Regulates the Plan?........................................................................10
May the Plan be Modified or Terminated?.......................................................................10
What is the Tax Status of Reinvested Cash Dividends and Shares of.............................................10
Stock Acquired Through the Plan?..........................................................................10
Use of Proceeds..................................................................................................11
Experts..........................................................................................................11
Legal Matters....................................................................................................11
Disclosure of Commission Position on Indemnification for Securities Act Liabilities..............................11
In this Prospectus, "we, "us", "our" and the "Corporation" refer to
Wesbanco, Inc. and its subsidiaries, unless the context otherwise requires.
2
WHERE YOU CAN FIND MORE INFORMATION
We file periodic reports, proxy statements and other information with the
Securities and Exchange Commission. Our filings are available to the public over
the Internet at the Securities and Exchange Commission's web site at
http://www.sec.gov. You may also inspect and copy these materials at the public
reference facilities of the Securities and Exchange Commission at 450 Fifth
Street, N.W., Room 1024, Washington D.C. 20549. Copies of such material can be
obtained at prescribed rates from the Public Reference Section of the Securities
and Exchange Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the Securities and Exchange Commission at (800) SEC-0330 for further
information. Our Common Stock is traded on the Nasdaq National Market. You may
also inspect and copy reports and other information concerning us at The Nasdaq
Stock Market, 1735 K Street, N.W., Washington, D.C. 20006-1500.
We "incorporate by reference" the information we file with the Securities
and Exchange Commission, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by
reference is an important part of this Prospectus, and information that we file
later with the Securities and Exchange Commission will automatically update and
supersede this information. We incorporate by reference the documents listed
below and any future filings made by us with the Securities and Exchange
Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, until we sell all of the securities that we are
registering.
o Our Annual Report on Form 10-K for the year ended December 31, 2002;
o Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
2003 and June 30, 2003;
o Our Current Reports on Form 8-K filed January 29, 2003, April 18,
2003, April 22, 2003, July 1, 2003, July 18, 2003, July 30, 2003, and
September 2, 2003; and
o The description of our Common Stock contained in our Registration
Statement on Form 8-A filed on May 2, 1977, as amended by Form 8-A/A
filed on June 10, 1977.
Any statement contained in a document which, or a portion of which, is
incorporated by reference herein shall be deemed to be modified or superceded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein, modifies or supercedes such statement. Any
such statement so modified or superceded shall not be deemed, except as so
modified or superceded, to constitute a part of this Prospectus.
You may request a copy of these filings (other than an exhibit to a filing
unless that exhibit is specifically incorporated by reference into that filing)
at no cost by writing or telephoning us at the following address or telephone
number:
Wesbanco, Inc.
One Bank Plaza
Wheeling, WV 26003
Attention: Secretary
Telephone: (304) 234-9000
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WESBANCO, INC.
We are a bank holding company chartered under the laws of the State of West
Virginia. We offer through our various subsidiaries a full range of financial
services including retail banking, corporate banking, personal and corporate
trust services, brokerage services, mortgage banking and insurance. Our
principal executive office is located at One Bank Plaza, Wheeling, WV 26003, and
our telephone number at that address is (304) 234-9000.
The following, in a question and answer format, are the provisions of the
Wesbanco, Inc. Amended Dividend Reinvestment and Stock Purchase Plan (the
"Plan"). Those holders of our common stock who do not participate in this Plan
will continue to receive cash dividends, if and when declared.
THE PLAN
The Plan described herein provides holders of record of Wesbanco Common
Stock ("Common Stock") with a simple and convenient method of investing all or
part of their cash dividends and optional cash payments in additional shares of
Common Stock without payment of any brokerage commission or service charge. The
Plan will be administered by Computershare Trust Company, Inc. (the
"Administrator"). Previously, the Plan was administered by Fifth Third Bank.
The price per share will be the weighted average price of all shares
purchased pursuant to the Plan that month computed to six decimal places. Shares
will be purchased by the Administrator with the proceeds of any single dividend
together with all optional cash payments being concurrently applied by the
Administrator during the month in which the purchase is made. See "DESCRIPTION
OF THE PLAN - 8. WHAT WILL BE THE PRICE OF THE STOCK?" The Plan does not
constitute a guarantee of future dividends, which will depend on earnings,
financial requirements and other factors.
DESCRIPTION OF THE PLAN
The Plan, approved by the Corporation's Board of Directors, consists of the
following numbered questions and answers:
1. WHAT IS THE PURPOSE OF THE PLAN?
The purpose of the Plan is to provide holders of record of Common Stock
with a simple and convenient method of investing all or part of their cash
dividends and optional cash payments in additional Common Stock without payment
of any direct brokerage commission or service charge. The Plan may purchase
shares in the open market or negotiated transactions, or may purchase treasury
shares or newly issued shares directly from the Corporation. Open market
purchases may either be made by the Administrator, or an independent
unaffiliated agent of the Corporation (the "agent") (See "6. WHAT ARE THE
INVESTMENT OPTIONS?").
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2. WHO ADMINISTERS THE PLAN?
The Administrator administers the Plan for participants, makes purchases of
shares of Common Stock for the participants and handles all communications
concerning the Plan, and also performs all other administrative functions such
as record-keeping, preparation of statements of account for participants, and
other clerical duties. The Administrator may also appoint a third-party agent to
make purchases of shares of Common Stock on behalf of the Plan. In accordance
with each stockholder's authorization, the Administrator will:
(a) Apply all or part of the cash dividends on the shares of Common
Stock held by the participant, and on any shares acquired by the
participant under the Plan, to purchase shares of Common Stock for such
participant, and/or
(b) Apply all optional cash payments of $10 to $5,000 per month
received from the participant, who is a holder of one or more shares of
Common Stock, together with cash dividends on shares acquired for such
participant under the Plan, to the purchase of shares of Common Stock for
the participant's account.
The number of shares that will be purchased for a participant's account
will depend on the amount of any dividends, and/or optional cash payments, and
the applicable purchase price of the Common Stock. Your account will be credited
with the number of shares (including any fractional share computed to six
decimal places) that results from dividing the amount of your dividends and/or
optional cash payments by the weighted average price of the shares purchased for
all participants. The amount of your dividends for purposes of this computation
will include cash dividends payable on all shares which you have elected to have
participate in the Plan, and shares in your Plan account.
The Administrator shall not be liable under the Plan for any act done in
good faith or for any good faith omission to act including, without limitation,
any claims for liability (1) arising out of failure to terminate a participant's
participation in the Plan upon the participant's death prior to receipt of
notice in writing of such death, and (2) with respect to the prices at which
shares are purchased for participant accounts, and the times when such purchases
are made. All correspondence regarding the Plan should refer to Wesbanco, and be
addressed to Wesbanco Dividend Reinvestment Plan, c/o Computershare Trust
Company, Inc., 2 North LaSalle Street, Chicago, IL 60602.
3. WHO IS ELIGIBLE TO PARTICIPATE IN THE PLAN?
Any holder of record of Common Stock is eligible to participate in the
Plan. Beneficial owners of stock whose shares are held in registered names other
than their own, such as trustees, bank nominees, or brokers, must arrange for
the holder of record to participate in the Plan or have the shares transferred
to their own name before enrolling in the Plan. The Corporation reserves the
right to exclude participation by stockholders who reside in jurisdictions,
other than West Virginia, having laws or regulations that impose conditions that
the Corporation finds unacceptable to its making the Plan available in such
jurisdictions or who fail to provide documentation acceptable to the Corporation
of their state or country (if other than the United States) of residence.
Consequently, the Plan may not be available to stockholders who live in some
states other than West Virginia or in countries other than the United States.
Upon receipt of the Authorization Form, the Administrator will notify the holder
of record within a reasonable time if the Plan is not available in the state or
country where the holder resides.
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4. WHEN MAY, AND HOW DOES, AN ELIGIBLE STOCKHOLDER PARTICIPATE?
Any eligible stockholder may join the Plan at any time by completing the
Authorization Form and returning it to the Administrator.
5. WHEN WILL PURCHASES OF SHARES BE MADE?
The date on which dividends and optional cash payments will begin to be
invested (the "Investment Date") will be the first business day of the month
following a month in which either optional cash payments or dividends have been
received by the Administrator. Dividend payment dates for Common Stock are
expected to be the 1st day of each January, April, July and October. Optional
cash payments may be made at any time.
For the purpose of making purchases, the Administrator will commingle each
participant's funds with those of other holders of Common Stock who are
participants in the Plan. The Administrator will make every effort to invest
dividends and optional cash payments promptly, beginning on each Investment Date
and in no event later than thirty (30) days from such date, assuming that the
relevant markets are open, sufficient market liquidity exists, and no deferral
under applicable laws or regulations is required. No interest will be paid on
funds held by the Administrator prior to investment. All optional cash payments
(as above limited) shall be invested within thirty (30) days of such date or
returned to the participant.
Any optional cash payments will be refunded if the participant's written
request for a refund is received by the Administrator not less than 48 hours
before the next succeeding Investment Date.
Authorization Forms for the reinvestment of dividends received by the
Administrator prior to the record date for a dividend payment will cause
dividends to begin to be reinvested with that dividend payment.
6. WHAT ARE THE INVESTMENT OPTIONS?
The Authorization Form provides for the purchase of additional Common Stock
through the following investment options:
OPTION 1. Reinvest dividends on all of the shares of Common Stock
registered in stockholder's name.
OPTION 2. Reinvest dividends on part of the shares of Common Stock
registered in stockholder's name.
OPTION 3. Invest optional cash payments participants may choose to
make of not less than $10 nor more than $5,000 per month.
Under all options, dividends on all shares credited to the participant's
account and held by the Plan Administrator shall be automatically reinvested.
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7. WHAT ARE THE LIMITS ON OPTIONAL CASH PAYMENTS?
Optional cash payments are limited to a minimum of $10 and a maximum of
$5,000 per month. No interest will be paid on optional cash payments held by the
Administrator prior to their investment. Such payments may be made each month in
such minimum and up to such maximum amount. In the event that any check or
deposit is returned unpaid for any reason or your designated bank account does
not have sufficient funds for an automatic debit, the Administrator will
consider the request for investment of that purchase null and void and will
immediately remove from your account any shares already purchased in
anticipation of receiving those funds. If the net proceeds from the sale of
those shares are insufficient to satisfy the balance of uncollected amounts, the
Administrator may sell additional shares from your account as necessary to
satisfy the uncollected balance. There is a $25 administration charge for any
check or other deposit that is returned by your bank. This fee will be collected
by the Administrator through the sale of the number of shares from your account
necessary to satisfy the fee.
Participants may also make optional investments by periodic electronic
funds transfer. A participant may instruct the Administrator to arrange for
automatic deductions from a participant's designated account at a qualified
institution by requesting an Automatic Debit Authorization Form from the
Administrator. Automatic debits must be at least $10 per investment and cannot
exceed $5,000 per month. The participant's designated account will be debited on
or about the 20th of every month and will be invested in Common Stock on the
Investment Date. Automatic Debit Authorization forms to initiate automatic
debits received after the first day of the month will be processed the following
Investment Date.
8. WHAT WILL BE THE PRICE OF THE STOCK?
Shares of Common Stock may be purchased in the over-the-counter market
through the National Association of Securities Dealers Automated Quotation
system (NASDAQ), in negotiated transactions, or directly from the Corporation,
and may be subject to such terms and conditions with respect to price, delivery,
etc., as the Administrator may require. Neither the Corporation nor any
stockholder shall have any authority or power to direct the time or price at
which shares may be purchased, or the selection of the broker or dealer through
or from whom purchases are to be made. The price per share purchased for each
participant's account in any month shall be the weighted average price of all
such shares purchased that month, computed to six decimal places. Open market
purchases may be made on such terms as to price, delivery or otherwise as the
Administrator or, if any agent has been appointed by the Administrator, as the
agent may determine. The purchase price of shares of Common Stock purchased from
the Corporation shall be an amount equal to the average of the closing bid and
ask price as reported on the NASDAQ Stock Market for the average of the five
business days preceding each Investment Date. See Question "20. WHAT IS THE TAX
STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF STOCK ACQUIRED THROUGH THE
PLAN?"
9. HOW MANY SHARES OF COMMON STOCK WILL BE CREDITED TO PARTICIPANTS?
Each participant's account will be credited with that number of shares of
Common Stock equal to the amount to be invested on behalf of the participant
divided by the applicable purchase price computed to six decimal places. In the
case of foreign stockholders, and those stockholders subject to backup
withholding, any amounts required to be withheld for tax purposes will be
deducted prior to reinvestment.
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10. ARE THERE ANY FEES OR EXPENSES INCURRED BY PARTICIPANTS IN THE PLAN?
A participant will incur no brokerage commissions or service charges for
purchases made under the Plan. Certain charges as described in the answer to
Question 13 may be incurred upon withdrawal from the Plan or upon termination of
the Plan.
11. WILL CERTIFICATES BE ISSUED FOR COMMON STOCK PURCHASED?
Common Stock purchased under the Plan will be held by the Administrator and
registered in the name of the nominee of the Administrator as agent for
participants in the Plan. Certificates for shares of such stock will not be
issued to participants unless and until requested. The number of shares credited
to an account under the Plan will be shown on the participant's statement of
account. Neither the Administrator nor its nominee will have any responsibility
for the value per share of the stock after it is purchased.
Certificates for any number of whole shares credited to an account under
the Plan will be issued without charge to a participant after receipt of a
written request from a participant who wishes to remain in the Plan. This
request should be mailed to the Plan Administrator. Any remaining shares will
continue to be credited to the participant's account. Certificates for
fractional shares will not be issued under any circumstances. Participants may
also deposit Common Stock certificates registered in their names for credit as
Common Stock held in their account under the Plan ("credited"). There is no
charge for such deposits. Because you bear the risk of loss in sending stock
certificates to the Administrator, it is recommended that your certificates be
sent by registered mail, return receipt requested, and properly insured.
Certificates should not be endorsed. Whenever certificates are issued to you
either upon your request or upon termination of your participation, new
differently numbered certificates will be issued.
When a certificate is issued by the Administrator in the name of a
participant in the Plan, the automatic dividend reinvestment feature of the Plan
with respect to the shares of Common Stock represented by such certificates will
continue only if the reinvestment of dividends on all shares has been elected on
the Authorization Form or if the participant authorizes the reinvestment of the
dividends on the shares represented by that certificate by submitting a new
Authorization Form.
Shares credited to the account of a participant under the Plan may not be
pledged. A participant who wishes to pledge such shares must request that
certificates for such shares be issued in the participant's name.
Certificates for fractions of shares will not be issued under any
circumstances. In the event a participant elects to terminate participation in
the Plan, any fractional share will be distributed through a cash payment.
12. IN WHOSE NAME WILL CERTIFICATES BE REGISTERED WHEN ISSUED TO PARTICIPANTS?
Accounts under the Plan are maintained in the names in which certificates
of the Participants were registered at the time they entered the Plan.
Consequently, certificates for shares of Common Stock will be similarly
registered when issued to participants.
8
13. HOW DOES A PARTICIPANT WITHDRAW FROM THE PLAN?
A participant may withdraw from the Plan at any time by notifying the Plan
Administrator in writing. To be effective on any given dividend payment date,
the notice must be received by the Plan Administrator before the record date for
that payment. In the event of withdrawal, or in the event of termination of the
Plan, certificates for whole shares of Common Stock credited to a participant's
account under the Plan will be delivered to the participant. Any fractional
share credited to the participant's account will be distributed by the
Administrator through a cash payment.
Alternatively, a participant may request the Administrator to sell all
shares, or part of the shares credited to the participant's account under the
Plan. In that case, the sale will be made within five business days after
receipt by the Administrator of the request, assuming that the relevant markets
are open, sufficient liquidity exists and no deferral under applicable laws or
regulations is required. If a participant elects to sell all full shares
credited to the participant's account, any remaining fractional shares will
automatically be distributed as an additional cash payment. The participant will
receive the proceeds of the sale less any applicable fees, a service charge of
$15 and deductions for backup withholding, if applicable. All sell instructions
are final. An instruction to sell cannot be modified, stopped or cancelled after
the Administrator has received the instruction.
14. WHAT HAPPENS WHEN A PORTION OF A PARTICIPANT'S STOCK IS SOLD OR TRANSFERRED?
If a participant disposes of a part of the Common Stock registered in
participant's name, dividends on the remaining shares, to the extent authorized,
including all shares credited under the Plan, will continue to be reinvested.
15. WHAT HAPPENS IF WESBANCO ISSUES A STOCK DIVIDEND, DECLARES A STOCK SPLIT,
OR HAS A RIGHTS OFFERING?
Any shares of Common Stock distributed by the Corporation as a stock
dividend on shares of Common Stock credited to an account under the Plan, or
upon any split of such stock, will be credited to the account. Stock dividends
or splits distributed on all other shares held by a participant and registered
in a participant's own name will be mailed directly to the participant. In the
event that the Corporation makes available to its holders of Common Stock rights
to subscribe to additional shares, debentures, or other securities, the shares
credited to an account under the Plan will be added to other shares held by the
participant in calculating the number of rights to be issued to such
participant.
16. HOW WILL A PARTICIPANT'S STOCK BE VOTED AT MEETINGS OF STOCKHOLDERS?
Each participant will have the sole right to vote shares purchased for such
participant which are held by the Administrator under the Plan on the record
date for a vote. Participants under the Plan who are registered holders of
Common Stock will receive only one proxy which will include any shares credited
to an account under the Plan.
9
17. WHAT REPORTS WILL BE SENT TO PARTICIPANTS IN THE PLAN?
A statement describing any dividends invested, the number of shares of
Common Stock purchased, the price per share, and the total shares of Common
Stock accumulated under the Plan will be mailed to each participant by the Plan
Administrator as soon as practicable after completion of each investment for a
participant's account. Dividends paid on the accumulated shares, and fees paid
on each participant's behalf by the Corporation, will be included in the Form
1099 DIV information return to the Internal Revenue Service. A separate Form
1099 DIV will be sent for each class of stock covered in the Plan. Presently,
only Common Stock is covered by the Plan.
In addition, each participant will receive a copy of each communication
sent generally to holders of Common Stock.
18. WHO INTERPRETS AND REGULATES THE PLAN?
The Administrator, Computershare Trust Company, Inc., interprets the Plan.
The terms, conditions, and operations of the Plan are governed by the laws of
the State of West Virginia.
19. MAY THE PLAN BE MODIFIED OR TERMINATED?
The Administrator and the Corporation may agree from time to time to
amendments and modifications of the Plan.
The Administrator, for whatever reason, at any time as it may determine in
its sole discretion, may terminate a participant's participation in the Plan
(and will terminate the Plan upon request by the Corporation) after mailing a
notice of intention to terminate to the participant affected at the address
appearing on the Administrator's records. Upon termination, participants will
receive a check for the cash value of any fractional share and certificates for
the full shares of Common Stock in the participant's account unless the sale of
all or part of such shares is requested by the participant. Such sale will be
made as set forth in answer to Question 13 with respect to withdrawal from the
Plan.
20. WHAT IS THE TAX STATUS OF REINVESTED CASH DIVIDENDS AND SHARES OF STOCK
ACQUIRED THROUGH THE PLAN?
ACQUISITION OF COMMON STOCK UNDER THE PLAN: For Federal Income Tax
purposes, participants who have their cash dividends reinvested in Common Stock
under the Plan will be treated the same as nonparticipants with respect to
dividends on their shares. Participants will be treated as having received on
each dividend payment date, the full amount of the cash dividends for that
dividend payment date, even though the dividends are not actually received in
cash but instead are applied to the purchase of shares for their accounts.
Each participant's tax basis in the shares of Common Stock purchased will
be equal to the amount of the cash dividends and optional cash payments applied
to the purchases of such shares.
The Internal Revenue Service has ruled that brokerage commissions and
service charges paid by a corporation on a participant's behalf in connection
with stock purchased in the open market, as under this Plan, will be treated as
distributions subject to Federal Income Tax in the same manner as dividends.
However, these rulings further provide that the amount paid to cover service
charges may be deductible by a participant who itemizes deductions on his
Federal Income Tax return and the amount paid for brokerage commissions will be
added to a participant's tax basis for the shares purchased.
10
DISPOSITIONS OF COMMON STOCK UNDER THE PLAN: No taxable income will be
realized upon a participant's receipt of certificates for whole shares of Common
Stock acquired under the Plan. Gain or loss may be recognized by a participant
when shares are sold or otherwise disposed of in a taxable exchange, whether by
the Administrator on behalf of the participant, or by the participant upon
withdrawal from or termination of the Plan. The amount of such gain or loss will
be the difference between the amount the participant receives for the shares and
his tax basis in such shares. A participant must also recognize gain or loss
upon receipt of a cash payment for a fractional share equivalent credited to the
participant's account upon termination of participation in, or termination of,
the Plan. The amount of gain or loss will be the difference between the amount
that the participant received for the fractional share equivalent, and the tax
basis thereof.
Participants are advised to consult with their own tax advisers to
determine the particular tax consequences that may result from their
participation in the Plan and the subsequent sale or other disposition of Common
Stock acquired under the Plan. Participants should also consult their own tax
advisers to determine the effect of state, local and foreign tax laws on their
participation in the Plan.
USE OF PROCEEDS
We will use the net proceeds from the sale of common stock pursuant to the
plan for general corporate purposes. We have no basis for estimating either the
number of shares that will ultimately be purchased under the plan or the prices
at which such shares will be sold.
We will not receive any proceeds from shares purchased in market
transactions under the Plan.
EXPERTS
The consolidated financial statements of WesBanco, Inc. included in
WesBanco's Annual Report on Form 10-K for the year ended December 31, 2002, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given on the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
The validity of the issuance of the shares of common stock offered pursuant
to this Prospectus will be passed upon for the Corporation by Phillips, Gardill,
Kaiser & Altmeyer, PLLC.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Under provisions of our Bylaws, a director or officer, whether or not then
in office, shall be indemnified by us against all costs and expenses reasonably
incurred by and imposed upon him in connection with or resulting from any
action, suit, or proceeding, to which he may be made a party by reason of his
being or having been a director or officer of the Corporation, or any other
company which he served at our request, to the extent and under the terms and
conditions provided in the West Virginia Corporation Act, except in relation to
matters as to which a recovery may be obtained by reason of an
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officer or director having been finally adjudged derelict in such action or
proceeding in the performance of his duties. The foregoing right of
indemnification shall not be exclusive of other rights to which he may be
entitled as a matter of law.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act, and is therefore unenforceable.
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