-----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, Vwm9EsGZZDl9yx4GtAq27lGVxyXZ/PVS/tzGxE+Q4NZxE4QdjSmg8+N9lJfNzmgE MUC3VK0DPilLdN2EISdCzw== 0000203596-06-000005.txt : 20060123 0000203596-06-000005.hdr.sgml : 20060123 20060123153140 ACCESSION NUMBER: 0000203596-06-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060118 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060123 DATE AS OF CHANGE: 20060123 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: 06543544 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 form8k.htm PRESS RELEASE FROM JANUARY 19, 2006 Press Release from January 19, 2006

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 18, 2006


 
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
WesBanco, Inc.’s Board of Directors approved an increase in the annual cash retainer fee paid to each non-employee director effective February 1, 2006.  The fee was increased from $6,000 to $8,000 ($2,000 per calendar year quarter).  The annual retainer fee paid to the Chairman of the Audit Committee was increased from $8,000 to $10,000.  The fee for attending a board meeting, executive committee meeting or audit committee meeting will remain at $1,000, $1,250 and $750 per meeting, respectively.  The fee for attending any other committee meeting was increased from $500 to $750 per meeting.

Approval of Incentive Compensation
On January 18, 2006, the Compensation Committee of WesBanco approved the following incentive compensation payments for each of the Executive Officers named below to be paid as soon as practical thereafter.

   
Cash
Deferred
Officer
Title
Compensation
Compensation
Paul M. Limbert
President & Chief Executive Officer
$ 110,000
$ 40,000
   
 
 
Dennis G. Powell
Executive Vice President & Chief Operating Officer
$ 80,000
$ 10,000
     
 
Robert H. Young
Executive Vice President & Chief Financial Officer
$ 75,000
$ 10,000
   
 
 
Jerome B. Schmitt
Executive Vice President - Investments & Trusts
$ 55,000
$ 10,000
   
 
 
Kristine N. Molnar
Executive Vice President - Lending
$ 25,000
$ 10,000
   
 
 
John W. Moore
Executive Vice President - Human Resources
$ 32,000
$          -

 
ITEM 8.01 OTHER INFORMATION
On January 19, 2006, WesBanco announced the adoption of a new stock repurchase plan to begin repurchasing up to an additional one million shares of WesBanco common stock representing approximately 4.6% of outstanding shares on the open market. The timing, price and quantity of purchases will be at the discretion of the corporation and the program may be discontinued or suspended at any time.
The shares would be available for general corporate purposes, which may include future acquisitions, employee benefit plans, and the shareholder dividend reinvestment plan. The current one million share stock repurchase program approved by the Board of Director’s on March 16, 2005 is nearing completion, with 138,161 shares remaining under the 2005 authorization.
A press release dated January 19, 2006, is filed as exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c)  
Exhibits - the following exhibits are included with this report
 
Exhibit No.
Description
99.1
Press release dated January 19, 2006.




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 23, 2006
/s/ Robert H. Young
Date
Robert H. Young
 
Executive Vice President & Chief
 
Financial Officer
   

 
EX-99.1 2 pressrelease.htm STOCK REPURCHASE PLAN Stock Repurchase Plan


NEWS FOR IMMEDIATE RELEASE
January 19, 2006             For Further Information Contact:

Paul M. Limbert
President & CEO

or

Robert H. Young
Executive Vice President & CFO

(304) 234-9000
NASDAQ Trading Symbol: WSBC
Website: www.wesbanco.com

WesBanco Announces Approval of New Stock Repurchase Program

Wheeling, WV. . . Paul M. Limbert, President and Chief Executive Officer of WesBanco, Inc. (NASDAQ: WSBC) a Wheeling, West Virginia based multi-state bank holding company, today announced the adoption of a new stock repurchase plan, to purchase up to an additional one million shares of WesBanco common stock representing approximately 4.6% of outstanding shares on the open market. The timing, price and quantity of purchases will be at the discretion of the corporation and the program may be discontinued or suspended at any time.

The WesBanco Executive Committee took the action based on their determination that the stock repurchase program presents an attractive opportunity for the corporation at this time. The shares would be available for general corporate purposes, which may include future acquisitions, employee benefit plans, and the shareholder dividend reinvestment plan. Mr. Limbert indicated that the current stock repurchase program approved by the Board on March 16, 2005 is nearing completion, with approximately 138,161 shares remaining under the 2005 authorization.

WesBanco is a multi-state bank holding company with total assets of approximately $4.4 billion, currently operating through 85 banking offices and two loan production offices in West Virginia, Ohio and Pennsylvania. 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 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 September 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 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.

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