-----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, IEGXDKXWx/mForjgD+EvEzYHkyDMhWRN0BxfITC623N8wXwEiIMTamcDkJu1BZou joV8Xrle5Ef8qdkBbPopdg== 0000203596-05-000105.txt : 20050928 0000203596-05-000105.hdr.sgml : 20050928 20050927170300 ACCESSION NUMBER: 0000203596-05-000105 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050927 ITEM INFORMATION: Cost Associated with Exit or Disposal Activities ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050927 DATE AS OF CHANGE: 20050927 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: 051105942 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 branch8k.htm FORM 8-K - BRANCHES Form 8-k - Branches


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 21, 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
ITEM 2.05 COSTS ASSOCIATED WITH EXIT OR DISPOSAL ACTIVITIES
 
On September 21, 2005, WesBanco’s Board of Directors approved a restructuring of certain business lines, which will result in a reduction in its workforce of approximately 76 positions. Approximately 37 positions have been eliminated through layoffs and the closing of a loan production office, with the remaining positions reduced through attrition. The initiative will result in a one-time pre-tax charge of approximately $1.0 million in the third quarter, and it is expected to add approximately $2.5 million to pre-tax earnings in 2006. All restructuring activities, except for the reduction in workforce related to attrition, are expected to be completed in the fourth quarter 2005.
 
 
ITEM 7.01 REGULATION FD DISCLOSURE
WesBanco issued a press release today announcing an agreement and a restructuring as described in Items 2.05 and 8.01 herein. A copy of the press release is attached hereto as Exhibit 99.1. This information is furnished and not deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
 
 
ITEM 8.01 OTHER EVENTS
WesBanco, Inc. (the “Company”) and its subsidiary WesBanco Bank, Inc. (the “Bank”) announced today that the Bank has entered into a Purchase and Assumption Agreement (the “Agreement”) with Union Bank, Inc. of Middlebourne, WV for the sale of the Bank’s four branch offices located in Ritchie County, West Virginia. The four offices, located in Harrisville, Cairo, Pennsboro, and Ellenboro, hold approximately $37.7 million in deposits. The sale provides for the assumption of the deposits by Union Bank, Inc. and the purchase of the loans, real estate, and certain furniture and fixtures. Based upon the terms of the agreement, the premium for deposit liabilities and franchise value relating to the banking centers will be approximately 7.43% of deposit liabilities as defined in the agreement. The transaction is expected to be completed on or before March 31, 2006, subject to due diligence and regulatory approvals, with a net pre-tax gain of approximately $2.4 million recognized at that time. WesBanco and its affiliates, including the Bank do not have any material relationship with Union Bank, Inc. or its affiliates, other than in respect of the aforementioned Agreement.
 
 
Statements contained in this Form 8-K that are not historical facts are “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from estimated results, including but not limited to, the risks and uncertainties described in WesBanco’s filings with the Securities and Exchange Commission.
 
 
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c)  Exhibit 99.1 --  WesBanco, Inc. Press Release dated September 27, 2005.


 
 
 

 
 
 


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)
   
September 27, 2005
/s/ Robert H. Young
Date
Robert H. Young
 
Executive Vice President and Chief Financial Officer
   
   

 
EX-99 2 pressrelease.htm EXHIBIT 99 - PRESS RELEAE Exhibit 99 - Press Releae


NEWS
For Immediate Release
September 27, 2005

For Further Information Contact:
Paul M. Limbert
President & CEO
                                           (304) 234-9206
 



 
WESBANCO ANNOUNCES SALE OF RITCHIE COUNTY BRANCHES AND ADDITIONAL RESTRUCTURING
 
 
WHEELING, WV - WesBanco Inc. (the “Company”) and its subsidiary WesBanco Bank, Inc. (the “Bank”) announced today that the Bank has entered into a Purchase and Assumption Agreement with Union Bank, Inc. of Middlebourne, WV for the sale of the Bank’s four branch offices located in Ritchie County, West Virginia. The four offices, located in Harrisville, Cairo, Pennsboro, and Ellenboro, hold approximately $37.7 million in deposits. The sale provides for the assumption of the deposits by Union Bank, Inc. and the purchase of the loans, real estate, and certain furniture and fixtures. Based upon the terms of the agreement, the premium for deposit liabilities and franchise value relating to the banking centers will be approximately 7.43% of deposit liabilities as defined in the agreement. The transaction is expected to be completed on or before March 31, 2006, subject to due diligence and regulatory approvals, with a net pre-tax gain of approximately $2.4 million recognized at that time.
 
 
According to Paul M. Limbert, President and Chief Executive Officer of the Company, the decision to sell the Ritchie County offices is part of the Company’s continuing effort to strategically align its branches through the restructuring of the branch network which, with recent acquisitions in Ohio, has grown to eighty-four branches in West Virginia, Pennsylvania, and Ohio. The realignment will help the Company reposition its locations to operate more efficiently and utilize resources more effectively.
 
 
Mr. Limbert also announced the signing of Letters of Intent to build new branches at the Highlands Development in Wheeling, WV and in the Columbus, Ohio suburb of Reynoldsburg. Construction is also underway on a new branch office in Bexley, Ohio. WesBanco recently completed construction of a new branch office in Kingwood, WV, which provides modern banking services previously provided by two offices. In Barnesville, Ohio, WesBanco recently announced the consolidation of three offices into a new building through which WesBanco can offer an expanded variety of services. In Marietta, Ohio, WesBanco is planning on building a new branch facility as well, consolidating two existing locations.
 
 
“Retaining our existing customers and acquiring new customers remain important focuses for WesBanco, as does providing a very high level of customer satisfaction. We want to deepen customer relationships by aligning our staff with training, technology, and the right products and services delivered in the right places. “Limbert said. “We’re preparing for the future and that requires us to become more efficient in order to be able to better compete on a larger scale and become a more profitable bank to provide more value to our shareholders.”
 
 
Mr. Limbert also announced a restructuring of certain business lines which will result in a reduction in the Company’s workforce of approximately 76 positions. Approximately 37 positions have been eliminated through layoffs and the closing of a loan production office, with the remaining positions reduced through attrition. The initiative will result in a one-time pre-tax charge of approximately $1.0 million in the third quarter, and it is expected to add approximately $2.5 million to pre-tax earnings in 2006.
 

 
WesBanco, Inc. is a $4.5 billion multi-state bank holding company headquartered in Wheeling, West Virginia, operating through 84 banking offices and 129 ATMs in West Virginia, Ohio and Pennsylvania. In addition, it operates an insurance brokerage agency, WesBanco Insurance Services, Inc. and a full service broker/dealer, WesBanco Securities 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 2004 Annual Report on Form 10-K, as well as the Form 10-Q for the prior quarter ended June 30, 2005, filed with the Securities and Exchange Commission (“SEC”), 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 WesBanco’s 2004 Annual Report on Form 10-K filed with the SEC 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 its recent acquisitions 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 mergers may not be fully realized within the expected timeframes; disruption from the mergers may make it more difficult to maintain relationships with clients, associates, or suppliers; the effects 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 SEC, 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.

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