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) January 3, 2005

WesBanco, Inc.

(Exact name of registrant as specified in its charter)

West Virginia	0-8467	55-0571723
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		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 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

a.   On January 3, 2005, WesBanco, Inc. ("WesBanco") issued a press release announcing that it completed the acquisition of Winton Financial Corporation ("Winton") and the merger of Winton’s affiliate, Winton Savings and Loan Company, with and into WesBanco’s affiliate, WesBanco Bank, Inc. in accordance with the Agreement and Plan of Merger dated August 25, 2004. The press release is attached hereto as Exhibit 99.1.  A copy of the Agreement and Plan of Merger are filed as Exhibit 2.1 to this report.

b.   As of September 30, 2004, Winton had total assets of approximately $551.8 million, deposits of $364.8 million and stockholders’ equity of $48.4 million, and operated through 7 branch offices, 2 loan production offices and 8 ATM’s.

c.   Prior to the execution of the Agreement and Plan of Merger, there were no material relationships between WesBanco and Winton.

d.   The aggregate purchase price, using WesBanco’s closing stock price of $31.97 per share at December 31, 2004, for the acquisition was approximately $118.0 million for Winton’s 5,069,824 shares of common stock outstanding at December 31, 2004 plus an additional 175,060 outstanding options. The purchase price is subject to post-closing adjustments. For each share of Winton common stock that a Winton shareholder owned they were entitled to elect to receive either $20.75 in cash or 0.755 shares of WesBanco common stock, subject to certain limitations. The exchange was structured as a 60% stock and 40% cash transaction. The purchase was funded through the issuance of approximately 2,297,000 authorized and newly issued shares of WesBanco common stock (excluding stock options) with the balance of the purchase price paid from WesBanco’s available cash and $20 million funded by a line of credit with an independent commercial bank.

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

d)   On January 3, 2005, WesBanco announced the appointment of Henry Schulhoff to the Board of Directors of WesBanco, Inc. pursuant to the Agreement and Plan of Merger dated August 25, 2004. Mr. Schulhoff was the Chairman of the Board of Directors of Winton Financial Corporation, a position he has held since 2003. Mr. Schulhoff was on the Board of Directors at Winton Financial Corporation since 1989.  Mr. Schulhoff, age 60, is currently the president of Schulhoff & Company, Inc., a registered investment advisory firm that he founded in 1976. Mr. Schulhoff is a 1966 graduate of Xavier University and has 38 years experience in security analysis and portfolio management. Schulhoff & Company, Inc. is not a subsidiary, parent or affiliate of WesBanco or any of WesBanco’s subsidiaries. Currently, Mr. Schulhoff has no related transactions with WesBanco or any of WesBanco’s subsidiaries. Mr. Schulhoff has no family rel ationships with any Director or Executive Officer of WesBanco or any of WesBanco’s subsidiaries.

The press release is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

a)   Not Applicable

b)   Not Applicable

c)   Exhibits - the following exhibits are included with this report

Exhibit No.	Description
2.1	Agreement and Plan of Merger dated August 25, 2004, by and between WesBanco, Inc., WesBanco Bank, Inc., Winton Financial Corporation and Winton Savings and Loan Co. (incorporated by reference to Exhibit 2.1 to Form 8-K filed by the Registrant with the Securities and Exchange Commission on August 27, 2004).
99.1	Press release dated January 3, 2005 announcing the completion of the acquisition of Winton Financial Corporation.

SIGNATURE

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 6, 2005	/s/ Robert H. Young
Date	Robert H. Young
	Executive Vice President & Chief
	Financial Officer

EX-99

NEWS FOR IMMEDIATE RELEASE

January 3, 2005

WesBanco, Inc.

1 Bank Plaza

Wheeling, WV 26003

And

Winton Financial Corporation

5511 Cheviot Road

Cincinnati, OH 45247-7095

For Further Information Contact:

Paul M. Limbert (304) 234-9000

President & CEO, WesBanco, Inc.

Or

Robert L. Bollin (513) 245-7202

President & CEO, Winton Financial Corporation

WesBanco, Inc. Consummates Merger With Winton Financial Corporation

WHEELING, WV - January 3, 2005 - WesBanco, Inc. ("WesBanco") (Nasdaq:WSBC), a multi-state bank holding company headquartered in Wheeling, West Virginia and Winton Financial Corporation ("Winton") (AMEX:WFI), Cincinnati, Ohio, jointly announced today the consummation of WesBanco’s acquisition of Winton and the merger of Winton’s affiliate, The Winton Savings and Loan Co. ("Winton Savings"), with and into WesBanco affiliate, WesBanco Bank, Inc. Paul M. Limbert, President & CEO of WesBanco, and Robert L. Bollin, President & CEO of Winton, made the joint announcement of the transactions that were consummated on January 3, 2005.

The merger, which was previously announced on August 25, 2004 and approved by the appropriate regulatory agencies, was approved on December 3, 2004 by Winton’s shareholders. Under the terms of the Agreement and Plan of Merger, WesBanco will exchange a combination of its common stock and cash for Winton common stock.

As a result of the merger, Henry L. Schulhoff was elected as a Director of WesBanco, Inc., and Robert L. Bollin was elected as a Director of WesBanco Bank, Inc. Both Mr. Schulhoff and Mr. Bollin were Directors of Winton. Mr. Schulhoff was Chairman of the Board of Winton and has served since 1976 as the President of Schulhoff and Company, an investment counseling firm. Mr. Bollin was President and CEO of Winton and Winton Savings. Also, effective with the merger, WesBanco established an Advisory Board in the Cincinnati market consisting of the former directors of Winton.

"As WesBanco has grown through acquisitions over the past twenty years, we have stressed the importance of retaining key employees and maintaining community ties to effect a smooth transition in terms of customer retention," said Paul M. Limbert, WesBanco President & CEO. "Continuity in service and leadership are areas that we are particularly interested in as we prepare to offer a wider variety of products and services to Winton’s customers and the greater Cincinnati market. In that regard, we are pleased to announce that Robert L. Bollin will serve as President of WesBanco’s Cincinnati region and that we will retain an Advisory Board in the Cincinnati market. The Bollin family has built Winton into a venerable franchise in the Cincinnati area over the past 50 years and Winton employees have provided excel lent service to their customers. We are anxious to build on their success", Mr. Limbert said.

Winton’s name will be changed to WesBanco Bank on February 24, 2005, the same day as the scheduled data processing conversion. Subsequent to the conversion date, Winton customers will be able to conduct banking transactions at all of WesBanco’s banking locations. WesBanco also provides service through a network of 128 Automated Teller Machines (ATMs), as a member of the STAR ATM network, and through an agreement with Cleveland-based KeyCorp (NYSE: KEY), provides its customers with surcharge-free access to Key’s network of more than 550 additional ATMs in Michigan, Indiana and Ohio. Prior to the merger with WesBanco, Winton operated seven banking offices principally located in Hamilton County, Ohio, a portion of the Cincinnati/Northern Kentucky MSA, a loan production office in the southeastern section of Cincinna ti, Ohio and a loan production office in Southeastern Indiana. All of these Winton offices will continue to operate subsequent to the merger.

WesBanco’s merger with Winton creates a multi-state bank holding company with total assets of approximately $4.5 billion. WesBanco now operates through 86 banking offices and four loan production offices in West Virginia, Ohio, Pennsylvania and Indiana. From east to west, the Winton transaction expands WesBanco’s franchise from western Pennsylvania through WesBanco’s Columbus, Ohio and Springfield/Dayton, Ohio markets to Cincinnati. WesBanco’s banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. In addition, WesBanco operates an insurance company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc. that also operates Mountaineer Securities, WesBanco’s discount brokerage operation.

Forward-looking Statements

This press release contains certain forward-looking statements, including certain plans, expectations, goals, and projections, and statements about the benefits of the merger between WesBanco and Winton, which are subject to numerous assumptions, risks, and uncertainties. Actual results could differ materially from those contained or implied by such statements for a variety of factors including: the businesses of WesBanco and Winton may not be integrated successfully or such integration may take longer to accomplish than expected; the expected cost savings and any revenue synergies from the merger may not be fully realized within the expected timeframes; disruption from the merger may make it more difficult to maintain relationships with clients, associates, or suppliers; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of ot her business strategies; the nature, extent, and timing of governmental actions and reforms; and extended disruption of vital infrastructure; and other factors described in WesBanco’s 2003 Annual Report on Form 10-K, Winton’s 2003 Annual Report on Form 10-K, and documents subsequently filed by WesBanco and Winton with the Securities and Exchange Commission. All forward-looking statements included in this news release are based on information available at the time of the release. Neither WesBanco nor Winton assumes any obligation to update any forward-looking statement.

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