-----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, RTfDRrBaAFOHlmaRFy2/r6bwoJhq1J/DrA+6EDWZxUAFUBndOX3E+xILWxVqBxjT PMFM1vcUPxQDPFmULNaqYQ== 0000203596-01-000003.txt : 20010122 0000203596-01-000003.hdr.sgml : 20010122 ACCESSION NUMBER: 0000203596-01-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001229 ITEM INFORMATION: FILED AS OF DATE: 20010108 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: SEC FILE NUMBER: 000-08467 FILM NUMBER: 1503559 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 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) December 29, 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 --------------- 2 Item 5 - Other Events On December 29, 2000 WesBanco, Inc. and Freedom Bancshares, Inc. jointly announced that they have entered into a definitive Agreement and Plan of Merger providing for the acuisition of Freedom and the merger of Freedom's affiliate Belington Bank, Belington, West Virginia, with and into WesBanco affiliate, WesBanco Bank, Inc. Under the terms of the definitive Agreement and Plan of Merger, WesBanco will exchange 2.58 shares of WesBanco common stock for each share of Freedom common stock outstanding in a transaction accounted for as a purchase transaction. The transaction, which is subject to, among other things, approval by the appropriate regulatory authorities and the stockholders of Freedom and WesBanco, is expected to be completed in mid-year 2001. Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 20 - Press release dated December 29, 2000, announcing that WesBanco, Inc. and Freedon Bancshares, Inc. have entered into a definitive Agreement and Plan of Merger. 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) January 8, 2001 /s/ Edward M. George - --------------- --------------------------- Date Edward M. George President & Chief Executive Officer EX-20 2 0002.txt 1 EXHIBIT 20 ---------- NEWS FOR IMMEDIATE RELEASE December 29, 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 an Agreement and Plan of Merger BELINGTON, WEST VIRGINIA and WHEELING, WEST VIRGINIA - December 29, 2000 - Freedom Bancshares, Inc. ("Freedom") and WesBanco, Inc. ("WesBanco") (NASDAQ:WSBC) jointly announced today that they have executed 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 Agreement and Plan of Merger, 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. 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 in mid-year 2001. ### -----END PRIVACY-ENHANCED MESSAGE-----