0000203596-01-500024.txt : 20011008 0000203596-01-500024.hdr.sgml : 20011008 ACCESSION NUMBER: 0000203596-01-500024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010817 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20010918 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: 1739864 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 cra8-k.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) September 17, 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 On July 23, 2001, WesBanco, Inc. announced that its banking subsidiary, WesBanco Bank, Inc. had received notification from its banking regulator, the Federal Reserve Bank of Cleveland, of a downgrading of the Bank's Community Reinvestment Act ("CRA") rating. The Bank's Board of Directors has approved the preparation and filing of an appeal with the Federal Reserve of the CRA downgrade. With regard to WesBanco's previously announced acquisition with Freedom Bancshares, Inc., WesBanco and Freedom Bancshares, Inc. mutually agreed on September 17, 2001, to terminate the definitive Agreement and Plan of Merger of Freedom Bancshares affiliate, Belington Bank, Belington, West Virginia, with and into WesBanco's affiliate, WesBanco Bank, Inc. Item 7. Financial Statements and Exhibits (b) Exhibits 99 - Press release dated September 17, 2001, announcing WesBanco's banking subsidiary, WesBanco Bank, Inc.'s regulatory notification and appeal. 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/ Paul M. Limbert September 18, 2001 ----------------------------------- ------------------ Paul M. Limbert Date President & Chief Executive Officer EX-99 3 pr-cra.txt EXHIBIT 99 ---------- NEWS For Immediate Release September 17, 2001 For Further Information Contact: Paul M. Limbert or Robert H. Young President & CEO Executive V/P-CFO (304) 234-9206 (304) 234-9447 Nasdaq Trading Symbol: WSBC WesBanco Announces Regulatory Notification and Appeal WesBanco, Inc. ("WesBanco"), a multi-state bank holding company headquartered in Wheeling, West Virginia, previously announced that its banking subsidiary, WesBanco Bank, Inc. ("Bank") had received notification from its banking regulator, the Federal Reserve Bank of Cleveland, of a downgrading of the bank's Community Reinvestment Act ("CRA") rating. After a thorough analysis of the Bank's CRA performance and the Federal Reserve's Performance Evaluation and other related factors, the Bank's Board of Directors has approved the preparation and filing of an appeal with the Federal Reserve of the CRA downgrade. This appeal has been filed in accordance with the Federal Reserve Bank of Cleveland's internal guidelines. The Performance Evaluation, which indicates an overall rating of "Needs to Improve" is now available in the bank's Public Files in accordance with regulatory requirements. Paul M. Limbert, President and Chief Executive Officer of WesBanco, Inc. commented, "The Bank's Board of Directors and management team believe that the Bank continues to meet the overall credit needs of all individuals living in the communities we serve. Our appeal will, in part, focus on economic and geographic factors as they relate to our performance as evaluated by the Federal Reserve." (more) WesBanco Press Release Page 2 The impact of the downgrade of the Bank's CRA rating could be anticipated to adversely affect the ability of WesBanco to obtain regulatory approval for its previously announced acquisition with American Bancorporation. This regulatory action is not directed at, nor does it involve, either Freedom Bancshares, Inc. or American Bancorporation. With regard to WesBanco's previously announced acquisition with Freedom Bancshares, Inc., WesBanco and Freedom Bancshares, Inc. have mutually agreed to terminate the definitive Agreement and Plan of Merger providing for the merger of Freedom Bancshares affiliate, Belington Bank, Belington, West Virginia, with and into WesBanco's affiliate, WesBanco Bank, Inc. American Bancorporation and WesBanco will evaluate their options under the applicable merger agreement, and determine an appropriate course as the appeal process proceeds. WesBanco is a $2.4 billion multi-state bank holding company presently operating through 59 banking offices in the states of West Virginia and Ohio. Its principal subsidiaries include WesBanco Bank, Inc., an insurance company, WesBanco Insurance Services and WesBanco Securities, Inc., a full service broker/dealer that also operates Mountaineer Securities, WesBanco's discount brokerage operation. -End-