-----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, Nmm0BOMl/34Cj0fo+KjWEMc7SaQBqA3gzFJ6EmADdCn/TsAU3/IYVNnfrzQ2aWkb OK38Bwj266Kz9PGhRjHAGA== 0000203596-04-000171.txt : 20041102 0000203596-04-000171.hdr.sgml : 20041102 20041102172747 ACCESSION NUMBER: 0000203596-04-000171 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041101 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041102 DATE AS OF CHANGE: 20041102 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: 041114202 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 Form 8-k



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 2, 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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On November 2, 2004, WesBanco, Inc. ("WesBanco") entered into an employment agreement with its newly appointed Chief Operating Officer and Executive Vice President, Dennis G. Powell, as discussed under Item 5.02 of this current report on Form 8-K. The employment agreement will be filed as an Exhibit to WesBanco’s Form 10-Q for the period ending September 30, 2004.
 
The employment agreement is effective November 1, 2004 and sets forth the terms of Mr. Powell’s employment with WesBanco and WesBanco Bank, Inc., and provides for, among other matters: a) a minimum base salary of $220,000 per year, plus any increases granted by the Board of Directors, b) other miscellaneous benefits and perquisites as the Bank provides to its executives generally. The employment term consists of a revolving period of three years, with the initial term beginning on the 1st day of November 2004 and ending on the 31st day of October 2007. The term of the agreement shall be automatically extended on each anniversary of the beginning date of the term for an additional one year, thereby creating a new three year term, unless written notice of termination is given by either party 90 days prior to the anniversary date of the beginning date of the employment agreement.


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS


c)     On November 2, 2004, WesBanco, Inc. ("WesBanco") announced the appointment of Dennis G. Powell to the position of Executive Vice President and Chief Operating Officer of WesBanco and its banking subsidiary, WesBanco Bank, Inc. Mr. Powell, age 55, joins WesBanco from UMB Financial Corporation, Kansas City, Missouri, where he served as Executive Vice President/Director - Retail Banking. Prior to his tenure at UMB Financial, Mr. Powell held positions with Bank One Corporation where he served as Senior Vice President - Retail Division from 1996 to 2000, and was President & CEO of Bank One, Richmond, Indiana from 1990 to 1996. While with Bank One, Mr. Powell also served on the Board of Directors for Bank One Mortgage Corporation and Bank One Insurance Corporation. None of these entities is a subsidiary, parent or affiliate of WesBanco or WesBanco Bank, Inc. Currently, Mr. Powell has no related transactions with WesBanco or WesBanco Bank, Inc, and has no family relationships with any Director or Executive Officer of WesBanco or WesBanco Bank, Inc. Mr. Powell holds a B.S. Degree in Business & Economics from Indiana University.

Attached as Exhibit 99.1 is a copy of the press release relating to the announcement, which is incorporated herein by reference.
 
 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

c) Exhibits
 
99.1 - Press release announcing the appointment of Dennis G. Powell to the position of Executive Vice President and Chief Operating Officer of WesBanco and its banking subsidiary, WesBanco Bank, Inc.
 
 




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)
   
November 2, 2004   
 /s/ Robert H. Young
Date
Robert H. Young
 
Executive Vice President & Chief
 
Financial Officer
   

 EX-99 2 ex99.htm EXHIBIT 99 exhibit 99
 
 

 EXHIBIT 99.1

 NEWS FOR IMMEDIATE RELEASE  
 November 2, 2004  For Further Information Contact:
   Paul M. Limbert
   President & CEO                 (304) 234-9000
   
   Nasdaq Trading Symbol: WSBC
   

        
WesBanco Announces the Election of Dennis G. Powell
as Executive Vice President and Chief Operating Officer

Wheeling, WV. Paul M. Limbert, President & CEO of WesBanco, Inc., a Wheeling, West Virginia based multi-state bank holding company, today announced that the WesBanco and WesBanco Bank, Inc. Boards of Directors recently elected Dennis G. Powell as Executive Vice President & Chief Operating Officer of the holding company and the bank. Mr. Powell began his employment with WesBanco on November 1, 2004.

Mr. Powell comes to WesBanco from UMB Financial Corporation, Kansas City, Missouri, where he served as Executive Vice President / Director of Consumer Services for the $7 billion banking and financial services company. At UMB, Mr. Powell was responsible for retail division, including ATMs, sales, service, consumer loans, brokerage, insurance and other retail products. Prior to joining UMB, he was associated with Bank One Corporation where he served as Senior Vice President - Retail Group from 1996 to 2000 and as President & CEO of Bank One, Richmond, Indiana from 1990 to 1996. While with Bank One, Mr. Powell served on the Boards of Directors of Bank One Mortgage Corporation and Bank One Insurance Corporation.

Mr. Powell is a 1980 graduate of Indiana University where he received a B.S. in Business / Economics. He is a graduate of the Stonier Graduate School of Banking at the University of Delaware and the National Commercial Lending School at the University of Oklahoma.


(more)

WesBanco Elects Powell
page two

WesBanco, Inc. is a $3.9 billion multi-state bank holding company headquartered in Wheeling, West Virginia. Founded in 1870, WesBanco provides innovative retail, commercial, trust, investment and insurance products and services. WesBanco also offers retail and commercial financial services online at www.wesbanco.com and www.wesmark.funds.com and through WesBancoLine, its 24-hour telephone banking service. WesBanco operates through 80 banking offices, two loan production offices and 121 ATMs in West Virginia, central and eastern 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. that also operates Mountaineer Securities, WesBanco’s discount brokerage operation.
 
###



 -----END PRIVACY-ENHANCED MESSAGE-----