-----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, SoLzAajYtx+fmDRHBodxBwJkVDmZHcpmIPZKEc+W4rOc80quUWtRrIyJSriWHl00 iYe8ZvH1mrdOtR+JgWYDqA== 0000203596-04-000149.txt : 20041001 0000203596-04-000149.hdr.sgml : 20041001 20041001172033 ACCESSION NUMBER: 0000203596-04-000149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041001 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041001 DATE AS OF CHANGE: 20041001 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: 333-107736 FILM NUMBER: 041059540 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 fin8k.htm FORM 8-K Unassociated Document

UNITED STATES
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) October 1, 2004


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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))

Item 8.01 Other Matters

WesBanco, Inc., today announced the merger consideration elections made by Western Ohio Financial Corporation ("Western Ohio") shareholders in the previously announced merger of WesBanco, Inc. and Western Ohio, which closed on August 31, 2004. A copy of the Press Release is being furnished as Exhibit 99.1.


Item 9.01 Financial Statements and Other Exhibits

(c) Exhibits

99.1 Press Release dated October 1, 2004
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)
   
October1, 2004
 /s/ Robert H. Young
Date
Robert H. Young
 
Executive Vice President & Chief
Financial Officer
   






EX-99 2 ex99.htm EX99 ex99
EXHIBIT 99.1



NEWS FOR IMMEDIATE RELEASE
 
 October 1, 2004                                 For Further Information Contact:
   Paul M. Limbert
   President & CEO
   
   or
   
   Robert H. Young
    Executive VP & CFO
   
   (304) 234-9000
   NASDAQ Trading Symbol: WSBC
 
 Website: www.wesbanco.com
 

WesBanco Announces the Shareholder Election Results for the Merger
with Western Ohio Financial Corporation

Wheeling, WV.WesBanco, Inc., (NASDAQ: WSBC), a Wheeling, West Virginia based multi-state bank holding company, today announced the merger consideration elections made by Western Ohio Financial Corporation ("Western Ohio") shareholders in the previously announced merger of WesBanco, Inc. and Western Ohio, which closed on August 31, 2004. The exchange was structured to be a 55% stock and 45% cash transaction. For each share of Western Ohio common stock that a Western Ohio shareholder owned they could have received, at their election, either $35.00 in cash or 1.18 shares of WesBanco common stock, subject to certain limitations. The election r esults are as follows:

Ø  760,411 shares or 41.9% of the shareholders elected to receive stock.
Ø  817,223 shares or 45.03% of the shareholders elected to receive cash.
Ø  237,086 shares or 13.07% of the shareholders did not make a valid election.
 
In accordance with the terms of the merger agreement, non-electing shareholders will receive all stock in order to balance the total consideration at 55% stock and 45% cash. No further pro rata allocations to those submitting their allocations for cash or stock is necessary. WesBanco will not issue fractional shares. Instead, Western Ohio shareholders will receive cash in lieu of fractional shares of WesBanco that the shareholder would otherwise be entitled to receive. Cash distributions have begun today and stock distributions will begin the week of October 4, 2004.

WesBanco is a multi-state bank holding company presently operating through 80 banking offices and 122 ATM machines in West Virginia, Eastern, Western and Central Ohio and Western Pennsylvania. WesBanco is the second largest bank holding company headquartered in West Virginia with the third overall deposit market share. Its banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. In addition, WesBanco operates an insurance brokerage company, WesBanco Insurance Services, Inc. and a full service broker/dealer, WesBanco Securities, Inc.

Forward-looking statements in this press release relating to WesBanco’s plans, strategies, objectives, expectations, intentions and adequacy of resources, are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. The information contained in this press release should be read in conjunction with WesBanco’s most recent annual report filed with the Securities and Exchange Commission on Form 10-K for the year ended December 31, 2003, as well as the Form 10-Q for the prior quarter ended June 30, 2004, which are available at the SEC’s website www.sec.gov or at WesBanco’s website, www.wesbanco.com. Investors are cautioned that forward-looking statements, which are not historical fact, involve risks and uncertainties’, including those detailed in the Company’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission under the section “Risk Factors.#@*#230; Such statements are subject to important factors that could cause actual results to differ materially from those contemplated by such statements, including without limitation, the effect of changing regional and national economic conditions; changes in interest rates, spreads on earning assets and interest-bearing liabilities, and associated interest rate sensitivity; sources of liquidity available to the parent company and its related subsidiary operations; potential future credit losses and the credit risk of commercial, real estate, and consumer loan cus tomers and their borrowing activities; actions of the Federal Reserve Board, Federal Deposit Insurance Corporation, the Securities and Exchange Commission, the National Association of Securities Dealers and other regulatory bodies; potential legislative and federal and state regulatory actions and reform; competitive conditions in the financial services industry; rapidly changing technology affecting financial services, and/or other external developments materially impacting WesBanco’s operational and financial performance. WesBanco does not assume any duty to update forward-looking statements.


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