-----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, OQh7ydClBz3RyrxJCdN28VDFjza8JmqHlVhX78hhCTQrH6YyiY8y6O+CpEkUSIwD RKn1G/MsO7QDUFiF4dOzYw== /in/edgar/work/0000203596-00-000010/0000203596-00-000010.txt : 20001129 0000203596-00-000010.hdr.sgml : 20001129 ACCESSION NUMBER: 0000203596-00-000010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001124 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESBANCO INC CENTRAL INDEX KEY: 0000203596 STANDARD INDUSTRIAL CLASSIFICATION: [6021 ] IRS NUMBER: 550571723 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-08467 FILM NUMBER: 777519 BUSINESS ADDRESS: STREET 1: 1 BANK PLAZA 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 0001.txt 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) November 24, 2000 --------------------- 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 -------------- Item 5 - Other Events On November 24, 2000, WesBanco, Inc. and Freedom Bancshares, Inc. entered into a Memorandum of Intent preliminary to a definitive Agreement and Plan of Merger providing for the acquisition of Freedom by WesBanco, Inc. Item 7 - Financial Statements and Exhibits c) Exhibits 99.1 - Press release dated November 24, 2000, announcing Freedom Bancshares, Inc. and WesBanco, Inc.'s Execution of Memorandum of Intent to Merge. 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) /s/ Edward M. George November 28, 2000 ----------------------------------- - ------------------ Edward M. George Date President & Chief Executive Officer EX-99 2 0002.txt 1 NEWS FOR IMMEDIATE RELEASE EXHIBIT 99.1 November 24, 2000 ------------ WesBanco, Inc. 1 Bank Plaza Wheeling, WV 26003 and Freedom Bancshares, Inc. 315 Crim Avenue P.O. Box 10 Belington, WV 26250 For Further Information Contact: Edward M. George (304) 234-9208 President & CEO, WesBanco, Inc. or Michael H. Hudnall (304) 823-1531 President & CEO Freedom Bancshares, Inc. Freedom Bancshares and WesBanco, Inc. Announce Execution of Memorandum of Intent to Merge BELINGTON, WEST VIRGINIA and WHEELING, WEST VIRGINIA - November 24, 2000 - Freedom Bancshares, Inc. ("Freedom") and WesBanco, Inc. ("WesBanco") (NASDAQ:WSBC) jointly announced today that they have entered into a Memorandum of Intent preliminary to a definitive Agreement and Plan of Merger providing for the merger of Freedom's affiliate Belington Bank, Belington, West Virginia, with and into WesBanco affiliate, WesBanco Bank, Inc. The joint announcement was made by Edward M. George, President & CEO of WesBanco, Inc. and Thomas M. Pitsenberger, Chairman and Michael H. Hudnall, President & CEO of Freedom. At September 30, 2000, Freedom had total assets of $103.1 million, deposits of $95.4 million and shareholders' equity of $7.7 million. WesBanco is a multi-bank holding company presently operating through 60 banking offices. Banking subsidiaries include: WesBanco Bank, Inc., WesBanco Securities, Inc., WesBanco Insurance Services, Inc., and Hometown Finance Company. 2 At September 30, 2000, WesBanco had consolidated assets of $2.3 billion, deposits of $1.8 billion and loans of $1.6 billion. For the nine months ended September 30, 2000, WesBanco earned $22.1 million which represents an annualized return on average assets of 1.2%. Under the terms of the Memorandum of Intent, WesBanco will exchange WesBanco common stock based upon a fixed exchange ratio of 2.58 shares of WesBanco common stock for each share of Freedom common stock outstanding. Freedom's affiliate, Belington Bank, operates offices in five communities located in four counties in central West Virginia: Belington and Philippi in Barbour County, Bridgeport in Harrison County, Buckhannon in Upshur County, and Elkins in Randolph County. This acquisition will be accounted for as a purchase transaction. Edward M. George, President and Chief Executive Officer of WesBanco, commented: "We are very pleased to have Freedom Bancshares, Inc. join the WesBanco organization. Joining with Freedom will allow us to expand upon our franchise in North Central West Virginia. Customers of Freedom will be able to avail themselves of WesBanco's trust, insurance, brokerage, and Wesmark mutual funds along with the many banking services already being provided to them." Thomas M. Pitsenberger, Chairman of Freedom, was equally supportive of the transaction. Mr. Pitsenberger commented: "WesBanco has the local community interest and West Virginia focus that we consider an ideal partner for Freedom Bancshares and Belington Bank." Mike Hudnall, President and CEO of Belington Bank further noted: "We believe this is an excellent opportunity for our shareholders, our employees, and our customers. In addition, WesBanco's long standing commitment to the communities they currently serve will be extremely beneficial to the markets in which we now operate." The transaction, which is subject to, among other things, approval by the appropriate regulatory authorities and the stockholders of Freedom, is expected to be completed during the second quarter of 2001. -----END PRIVACY-ENHANCED MESSAGE-----