-----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, TT/LnkiQnlW1tci5GciOowLJOY+nq+EZza6zUMmchgSKd19BHu1ojCDVlp96g6ea Ywu3TDdEQAxmAcnFS3CHLg== 0000203596-96-000042.txt : 19960906 0000203596-96-000042.hdr.sgml : 19960906 ACCESSION NUMBER: 0000203596-96-000042 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960830 ITEM INFORMATION: Acquisition or disposition of assets FILED AS OF DATE: 19960904 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: 96625643 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, DC 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) August 30, 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 2 - Acquisition or Disposition of Assets - ------ On August 30, 1996, WesBanco consummated the acquisition of Bank of Weirton through a statutory merger with a wholly owned subsidiary of the Registrant. This acquisition was effected through an exchange of stock of the Registrant. The Registrant has registered 1,690,000 common shares for the purpose of issuance with respect to this acquisition. The acquisition is more fully described in a Registration Statement filed with respect to the registration of the shares under Registration Statement No. 333-3905, which is incorporated herein by reference. Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits - ------ Exhibit - Incorporated herein by reference is Registrant's Prospectus/Proxy Statement effective July 5, 1996, used in connection with Registration Number 333-3905. 20 - Press release dated September 3, 1996, regarding the consummation of the acquisition of Bank of Weirton by WesBanco, Inc. 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) September 4, 1996 /s/ Edward M. George - ----------------- ----------------------------------- Date Edward M. George President & Chief Executive Officer EX-20 2 1 [WesBanco Logo] EXHIBIT - 20 ------------ NEWS For Immediate Release September 3, 1996 For Further Information Contact: Edward M. George President & CEO (304) 234-9208 Nasdaq Trading Symbol: WSBC WesBanco Consummates Merger With Bank of Weirton Wheeling, WV . . . . Edward M. George, President and Chief Executive Officer of WesBanco, Inc., a multi-state multi-bank holding company headquartered in Wheeling, West Virginia, announced today the consummation of the merger of Bank of Weirton, Weirton, WV, into WesBanco affiliate, WesBanco Bank Wheeling. As a result of the merger, which will be accounted for as a pooling-of- interests, WesBanco exchanged 130 shares of WesBanco common stock for each share of Weirton's common stock in a tax-free exchange. The transaction is valued at more than $45,630,000 based on the recent market price of $27.00 per share for WesBanco common stock. Under the terms of the merger, George M. Molnar will serve as President of WesBanco Weirton and has become Chairman of the Weirton Advisory Board. Additionally, George M. Molnar and R. Peterson Chalfant have been appointed to the Board of Directors of WesBanco, Inc., with George M. Molnar also appointed to the Executive Committee of the Board of Directors of WesBanco, Inc. Also, George M. Molnar and Donald R. Donell have been elected to the Board of Directors of WesBanco Bank Wheeling, and George M. Molnar has been elected to the Executive Committee of WesBanco Bank Wheeling. With the addition of Bank of Weirton, the acquisition of Universal Mortgage Company, now WesBanco Mortgage Company, and the completion of the announced agreement of July 18, 1996 to acquire Vandalia National Corporation, Morgantown, WV, WesBanco will have assets in excess of $1.6 billion, will operate 42 banking offices in West Virginia and Ohio and operate five mortgage loan offices in West Virginia. ### -----END PRIVACY-ENHANCED MESSAGE-----