-----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, F0ZFa1oE24der3yVpgfwDevz3ryUs+RoOke9Zk5kLRgljkbWytiGJXYFH4tgxa/T jHjCuun9WM4qC3bHxoBgbQ== 0000203596-01-500010.txt : 20010326 0000203596-01-500010.hdr.sgml : 20010326 ACCESSION NUMBER: 0000203596-01-500010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010321 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010323 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: 1577855 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 stock8k.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) March 21, 2001 -------------- 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 WesBanco has substantially completed the purchase of one million shares of its stock, which were previously authorized by the WesBanco Board of Directors on April 20, 2000. In connection with the completion of the previous plan, the WesBanco Executive Committee of the Board of Directors approved a new plan, on March 21, 2001, to repurchase up to one million shares of WesBanco common stock on the open market. The timing, price and quantity of purchases will be at the discretion of the Corporation and the program may be discontinued or suspended at any time. Item 7. Financial Statements and Exhibits (b) Exhibits 99 - Press release dated March 21, 2001, regarding a stock repurchase program to purchase up to one million shares of WesBanco common stock. 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) March 23, 2001 /s/ Edward M. George - ------------- ----------------------------- Date Edward M. George President & Chief Executive Officer EX-99 2 press.txt NEWS FOR IMMEDIATE RELEASE March 21, 2001 For Further Information Contact: Edward M. George President & CEO (304) 234-9208 Nasdaq Trading Symbol: WSBC Wheeling, WV. . . WesBanco, Inc. President & CEO, Edward M. George, today announced the adoption of a new stock purchase plan, effective immediately, to begin repurchasing up to one million shares of WesBanco common stock on the open market. The timing, price and quantity of purchases will be at the discretion of the corporation and the program may be discontinued or suspended at any time. Mr. George indicated that the stock repurchase program presents an attractive opportunity for the corporation at this time. The shares would be available for general corporate purposes, which may include potential acquisitions, shareholder dividend reinvestment and employee benefit plans. WesBanco is a multi-state bank holding company that operates through 60 banking offices in West Virginia and Ohio. WesBanco subsidiaries include: WesBanco Bank, Inc., WesBanco Securities and WesBanco Insurance Services, Inc. On December 29, 2000, WesBanco and Freedom Bancshares jointly announced the execution of 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. Under the terms of the agreement, 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. The transaction will be accounted for using the purchase method of accounting. At December 31, 2000, Freedom had total assets of $100.5 million, loans of $57.9 million, deposits of $91.9 million and shareholders' equity of $8.0 million. On February 22, 2001, WesBanco, and American Bancorporation jointly announced the execution of a definitive Agreement and Plan of Merger providing for the acquisition of American Bancorporation through a merger with a wholly-owned subsidiary of WesBanco and the merger of American's affiliate, Wheeling National Bank, with and into WesBanco affiliate, WesBanco Bank, Inc. Under the terms of the agreement, WesBanco will exchange WesBanco common stock based upon a fixed exchange ratio of 1.1 shares of WesBanco common stock for each share of American common stock outstanding. American's bank affiliate, Wheeling National Bank, operates 22 banking offices in West Virginia, Pennsylvania and Ohio, including an office in Washington, Pennsylvania, an office in Cambridge, Ohio and four offices in Columbus, Ohio. The transaction will be accounted for using the purchase method of accounting. At December 31, 2000, American had total assets of $705.3 million, loans of $386.3 million deposits of $496.1 million, and shareholders' equity of $40.6 million. -----END PRIVACY-ENHANCED MESSAGE-----