-----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, LcRJDTe2KQDCJgC313RvivR1MS8NH3NHvKOewJnXyHeuLXrNhGCj+R/JXfxQ5J1Y Ouhf3oeqXk37KvqZkD/sYw== 0000203596-05-000006.txt : 20050107 0000203596-05-000006.hdr.sgml : 20050107 20050107165812 ACCESSION NUMBER: 0000203596-05-000006 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050107 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050107 DATE AS OF CHANGE: 20050107 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: 05518825 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) January 7, 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 8.01 Other Matters

WesBanco, Inc.("WesBanco") today announced the merger consideration elections made by Winton Financial Corporation ("Winton") shareholders in the previously announced merger of WesBanco and Winton, which closed on January 3, 2005. A copy of the Press Release is being furnished 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
   
99.1
Press release dated January 7, 2005 announcing the Shareholder Election results for the Merger with Winton Finacial 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 7, 2005
 /s/ Robert H. Young
Date
Robert H. Young
 
Executive Vice President & Chief
 
Financial Officer
   




EX-99 2 ex99.htm EXHIBIT 99 exhibit 99






NEWS FOR IMMEDIATE RELEASE
 
January 7, 2005                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 Winton Financial Corporation


Wheeling, WV.WesBanco, Inc., (NASDAQ: WSBC), a Wheeling, West Virginia-based multi-state bank holding company, today announced the merger consideration elections by Winton Financial Corporation ("Winton") shareholders in the previously announced merger of WesBanco, Inc. and Winton, which closed on January 3, 2005. The exchange was structured to be a 60% stock and 40% cash transaction. For each share of Winton common stock that a Winton shareholder owned, they could have received, at their election, either $20.75 in cash or 0.755 shares of WesBanco common stock, or a combination thereof, subject to certain limitations. The election results are as follows, on a base of 5,069,824 Winton shares outstanding as of the merger date:

Ø  4,478,828 shares or 88.34% of the shares outstanding elected to receive stock.
Ø  125,673 shares or 2.48% of the shares outstanding elected to receive cash.
Ø  465,323 shares or 9.18% of the shares outstanding did not make a timely or valid election.

In accordance with the terms of the merger agreement, and to balance the total consideration at 60% stock and 40% cash, all Winton shareholders that did not make a timely or valid election will receive all cash. Shareholders electing cash will receive all cash, and those electing stock will receive approximately 67.66% of their election in WesBanco common stock and the remainder in cash, as per a proration factor applied in accordance with terms of the merger agreement. WesBanco will not issue fractional shares. Instead, Winton shareholders will receive cash at the rate of $20.75 per share in lieu of fractional shares of WesBanco that the shareholder would otherwise be entitled to receive. Cash and stock distributions will occur the week of January 10, 2005.

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, four loan production offices, and 128 ATMs 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 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.

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 September 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". 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 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; 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 customers 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 i mpacting WesBanco’s operational and financial performance. WesBanco does not assume any duty to update forward-looking statements.


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