-----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, CqD3WIy5gHJqE5Pl9i0w6JDluOoBMtHsA/spGeiZUeuUCOkY05yJptit7L5fj3Bw JDVosNriEc38C1klDEOhhg== 0000203596-96-000038.txt : 19960726 0000203596-96-000038.hdr.sgml : 19960726 ACCESSION NUMBER: 0000203596-96-000038 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960718 ITEM INFORMATION: Other events FILED AS OF DATE: 19960725 SROS: NASD 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08467 FILM NUMBER: 96598871 BUSINESS ADDRESS: STREET 1: ONE BANK PLZ CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042349000 MAIL ADDRESS: STREET 1: ONE BANK PLZ CITY: WHEELING STATE: WV ZIP: 26003 8-K 1 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) July 18, 1996 -------------------------- WesBanco, Inc. - ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) West Virginia 0-8467 55-0571723 - ---------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1 Bank Plaza, Wheeling, WV 26003 - ---------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (304) 234-9000 ------------------------ Former name or former address, if changed since last report Not Applicable -------------- 2 Item 5 - Other Events On July 18, 1996, WesBanco, Inc. announced the signing of a Definitive Agreement and Plan of Merger providing for the merger of Vandalia National Corporation located in Morgantown, West Virginia, with WesBanco Bank Fairmont, a wholly-owned subsidiary of WesBanco, Inc. Under the terms of the Definitive Agreement and Plan of Merger, shareholders of Vandalia will receive 1.2718 shares of WesBanco common stock or, at such shareholders' election, $34.34 in cash for each share of Vandalia common stock. The holders of outstanding warrants to purchase Vandalia common stock will receive the difference between $34.34 and the exercise price of the warrant in cash. The acquisition, which is based upon a fixed exchange ratio, will be accounted for as a purchase transaction, with an approximate value of $10,319,000. Vandalia reported total assets of approximately $58,300,000 and stockholders' equity of approximately $4,300,000 as of June 30, 1996. The transaction, which is subject to approval by the appropriate regulatory authorities and the shareholders of Vandalia, is expected to be completed in the fourth quarter. WesBanco anticipates issuing up to 359,912 shares of WesBanco common stock if all Vandalia shareholders exchange their shares for WesBanco stock. Management intends to issue these shares from Treasury and, as such, will begin to repurchase 200,000 shares of WesBanco common stock in the market. This repurchase plan will be completed no later than thirty days subsequent to the consummation of the purchase transaction. Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits - ------ (c) Exhibits 20 - Press release dated July 18, 1996, regarding an announcement of the signing of the Definitive Agreement and Plan of Merger between WesBanco, Inc. and Vandalia National Corporation. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. WesBanco, Inc. -------------- (Registrant) July 25, 1996 - ------------- /s/ Edward M. George Date ---------------------------------- Edward M. George President & Chief Executive Officer EX-20 2 1 NEWS for immediate release July 18, 1996 For Further Information Contact: Edward M. George (304) 234-9208 President and CEO WesBanco, Inc. One Bank Plaza Wheeling, WV 26003 or C. Barton Loar (304) 284-2405 President and CEO Vandalia National Corporation 344 High Street Morgantown, WV 26507 WESBANCO AND VANDALIA ANNOUNCE MERGER - ------------------------------------- WesBanco, Inc. (Nasdaq: WSBC) and Vandalia National Corporation ("Vandalia") jointly announced today that they have entered into a Definitive Agreement and Plan of Merger providing for the merger of Vandalia and its wholly-owned subsidiary, The National Bank of West Virginia, located in Morgantown, West Virginia, with WesBanco affiliated companies. The joint announcement was made by Edward M. George, President and CEO of WesBanco, Inc., and C. Barton Loar, President and CEO of Vandalia. Vandalia operates one bank, The National Bank of West Virginia, with three offices all located in Morgantown, which is situated in northcentral West Virginia. WesBanco presently operates two offices of WesBanco Bank Fairmont in Morgantown, Monongalia County, West Virginia. Pursuant to the terms of the Agreement, shareholders of Vandalia will receive 1.2718 shares of WesBanco common stock or, at such shareholder's election, $34.34 in cash for each share of Vandalia common stock. The holders of outstanding warrants to purchase Vandalia common stock will receive the difference between $34.34 and the exercise price of the warrant in cash. Vandalia National Corporation reported total assets of $58.3 million and total shareholders equity of $4.3 million at June 30, 1996. The transaction value is approximately $10,319,000 based upon WesBanco's recent per share market price of $27.00 or 239% of Vandalia's book value. This merger, 2 WesBanco and Vandalia Announce Merger Page 2 which is based upon a fixed exchange ratio, will be accounted for as a purchase transaction. WesBanco anticipates issuing up to 359,912 shares of WesBanco common stock if all Vandalia shareholders exchange their shares for WesBanco stock. Management intends to issue these shares from Treasury and, as such, will begin to repurchase 200,000 shares of WesBanco common stock in the market. This repurchase plan will be completed no later than thirty days subsequent to the consummation of the purchase transaction. C. Barton Loar will be designated as President of the Monongalia County division of WesBanco Bank Fairmont. Mr. Loar and Vaughn L. Kiger will be appointed to the Executive Committee of the Board of Directors of WesBanco Bank Fairmont. Mr. Loar, Mr. Kiger, John W. Fisher, II, Robert D'Alessandri, M.D., Roger E. King, M.D., and Reed J. Tanner will be elected to the WesBanco Bank Fairmont Board of Directors, while Mr. Tanner will be elected to the WesBanco, Inc. Board of Directors Edward M. George, President and CEO of WesBanco, Inc. commented: "We are very pleased to have The National Bank of West Virginia join the WesBanco banking organization. The affiliation of WesBanco and The National Bank of West Virginia will give WesBanco a greater presence in Morgantown and Monongalia County, which are situated in an area that is enjoying significant economic activity. The combined organization is looking forward to providing expanded products and services to the existing customers of The National Bank of West Virginia." C. Barton Loar, President and CEO of Vandalia and The National Bank of West Virginia commented: "The joining of our company with WesBanco affords us a great opportunity by combining our market presence with a company that has tremendous resources, already knows our community, and is committed to its growth and development. By joining WesBanco, we have provided an excellent investment for our shareholders and new levels of opportunity to our employees." The transaction is subject to approval by the appropriate regulatory authorities and the stockholders of Vandalia and, subject to such approvals, is expected to be completed during the fourth quarter of 1996. Ostrowski & Company, Inc. represented WesBanco and Ferris Baker Watts, Inc. represented Vandalia as financial advisors in this transaction. 3 WesBanco and Vandalia Announce Merger Page 3 At June 30, 1996, WesBanco had consolidated assets of $1,397,000,000, deposits of $1,122,000,000 and loans of $877,000,000. WesBanco is a multi-bank holding company headquartered in Wheeling, West Virginia, and operates 5 full service banks in West Virginia and 1 in Ohio. The principal subsidiaries include: WesBanco Bank Wheeling, WesBanco Bank Barnesville, WesBanco Bank Fairmont, WesBanco Bank Kingwood, WesBanco Bank Parkersburg, and WesBanco Bank South Hills. For the six months ended June 30, 1996, WesBanco earned $9,888,000 which represents an annualized return on average assets of 1.43% and an annualized return on average equity of 11.57%. WesBanco currently operates five banks in West Virginia with 32 offices and one bank in Ohio with five offices. Counties served in West Virginia include Brooke, Harrison, Kanawha, Marion, Monongalia, Ohio, Preston, Tyler, Wetzel, Wirt, and Wood, while Belmont and Monroe counties are being served in Ohio. On May 31, 1996, WesBanco Mortgage Company, a wholly-owned subsidiary of WesBanco, Inc., under the terms of a recently executed Agreement and Plan of Reorganization, agreed to purchase the assets of Universal Mortgage Company, Bridgeport, West Virginia, and continue its operations in Bridgeport, Charleston, Elkins, and Huntington. Completion of the transaction is anticipated during the third quarter of 1996. As previously announced, WesBanco and Bank of Weirton, Weirton, Hancock County, West Virginia, executed a Definitive Agreement and Plan of Merger providing for the merger of Bank of Weirton into WesBanco Bank Wheeling. Regulatory approvals have been received from the Federal Reserve Bank of Cleveland and the State of West Virginia Banking Department. The Bank of Weirton's shareholders' meeting has been scheduled for August 8, 1996. Subject to their approval, consummation of this merger has been tentatively scheduled for August 30, 1996. Upon consummation of the merger with Bank of Weirton and Vandalia National Corporation, WesBanco will operate a total of 42 offices in both West Virginia and Ohio. ### -----END PRIVACY-ENHANCED MESSAGE-----