-----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, EBzQiMTAQ04UY2z3Pjm2UfGyCmXC47nBdS315sarrmRZwvBB9Oew7aXwbIpqjePC Va5WksMIJyXzbMBU8hw3yg== 0000203596-07-000109.txt : 20070809 0000203596-07-000109.hdr.sgml : 20070809 20070809150905 ACCESSION NUMBER: 0000203596-07-000109 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070809 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070809 DATE AS OF CHANGE: 20070809 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: 071039852 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 fin8k080907letter.htm 8K ON LETTER TO OUR SHAREHOLDERS fin8k080907letter.htm


 
UNITED STATES
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) August 9, 2007
 

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):

x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x 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 Events

On July 19, 2007, WesBanco, Inc. (“WesBanco”) and Oak Hill Financial, Inc. (“Oak Hill”) entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) providing for the merger of Oak Hill with and into WesBanco.  Under the terms of the Merger Agreement, WesBanco will exchange a combination of its common stock and cash for Oak Hill common stock. Oak Hill shareholders will be entitled to receive either 1.256 shares of WesBanco common stock or cash in the amount of $38.00 per share for each share of Oak Hill common stock held subject to an overall allocation of 90% stock and 10% cash in the exchange.

WesBanco distributed a letter to its shareholders’ today that discussed the second quarter of 2007 earnings, the Merger Agreement and the recent decline in the price of WesBanco stock.  This letter is being furnished as Exhibit 99.1 to this Form 8-K.


Forward-looking Statements

Matters set forth in this filing contain certain forward-looking statements, including certain plans, expectations, goals, and projections, and including statements about the benefits of the merger between WesBanco and Oak Hill, 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 Oak Hill 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 required governmental approvals of the merger may not be obtained on the proposed terms and schedule; WesBanco’s or Oak Hill’s stockholders may not approve the merger; changes in economic conditions; movements in interest rates; competitive pressures on product pricing and services; success and timing of other 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 2006 Annual Report on Form 10-K, Oak Hill’s 2006 Annual Report on Form 10-K, and documents subsequently filed by WesBanco and Oak Hill with the Securities and Exchange Commission, including both companies’ Form 10-Q’s as of June 30, 2007. All forward-looking statements included in this filing are based on information available at the time of the release. Neither WesBanco nor Oak Hill assumes any obligation to update any forward-looking statement.


Item 9.01 Financial Statements and Exhibits

(d)   Exhibits -  99.1 - Letter to WesBanco shareholders’ distributed August 9, 2007.

 


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)
   
Date:  August 9, 2007
 /s/ Paul M. Limbert
 
Paul M. Limbert
 
President and Chief Executive Officer
   

 




EX-99.1 2 fin8k080907shareholderletter.htm LETTER TO WESBANCO SHAREHOLDERS fin8k080907shareholderletter.htm
                                                                                                                                                                     EXHIBIT 99.1
 
August 7, 2007

 
Dear Fellow Wesbanco Shareholder:
 
On July 18, 2007, we released our second quarter earnings results for the quarter ended June 30, 2007. The results were very positive indicating that our net income for the quarter was $12.3 million, an increase of $1.0 million over the $11.3 million in net income for the second quarter of 2006. In that earnings press release we noted that the provision for credit losses decreased $0.5 million in the second quarter of 2007 as compared to the second quarter of 2006 primarily due to lower net charge offs and non-performing loans.  We also noted in that press release that our loan portfolio continues to perform better than our expectations for the year, leading to a lower loan loss provision as compared to year ago levels and lower non-performing asset and net charge off ratios so far in 2007.  You may access the full details of the press release, together with the financial summaries that accompanied it, at our website at www.wesbanco.com.
 
On July 20, 2007, we announced the execution of an Agreement and Plan of Merger providing for the merger of Oak Hill Financial, Inc. (“Oak Hill”) with and into Wesbanco.  As of June 30, 2007, Oak Hill had consolidated assets of approximately $1.3 billion.  Under the terms of the Agreement, Wesbanco will exchange a combination of its common stock and cash for Oak Hill common stock.  Oak Hill shareholders will be entitled to receive either 1.256 shares of Wesbanco common stock or cash in the amount of $38.00 per share for each share of Oak Hill common stock subject to an overall allocation of 90% stock and 10% cash in the exchange.
 
We are very excited about the prospects of combining the Oak Hill franchise with our own regional bank franchise. It should move us into the top 15 in deposit market share in the State of Ohio, double our presence in growth markets, and fill in a geographic gap in our branch network in important markets, such as Cincinnati, Dayton and Columbus, and we believe it will be accretive to earnings in 2009. 
 
As you have probably seen, our stock price has declined subsequent to the announcement of the Oak Hill transaction. Though we cannot attribute that decline in stock price to any one issue, we think it is helpful to consider the recent decline in several stock indices in general and in particular the recent price decline in stocks of financial institutions in that same timeframe. Credit quality concerns attributed to those price declines appear to be exaggerated, especially in the markets in which Wesbanco operates, as noted by the information provided in our recent press release concerning second quarter earnings.
 
                       We soon will be scheduling a meeting to approve the acquisition of Oak Hill.  Detailed information on this transaction will be mailed to our shareholders in advance of the meeting. The merger integration preparation process is underway and, consistent with our press release on this transaction, we believe that the transaction will generate significant value for our shareholders.
 
 
Wesbanco
Shareholders August 7, 2007
Page 2
 
We genuinely appreciate your continuing support and input on these issues.
 
                 Yours very truly,
 
 



                                    JAMES C. GARDILL                      PAUL M. LIMBERT
                           Chairman of the Board                    President and CEO
 

 
Additional Information about the Merger and Where to Find it
 
Shareholders of WesBanco and Oak Hill and other interested parties are urged to read the joint proxy statements/prospectus that will be included in the Form S-4 registration statement that WesBanco will file with the SEC in connection with the merger because it will contain important information about WesBanco, Oak Hill, the merger and other related matters. A proxy statement/prospectus will be mailed to shareholders of WesBanco and Oak Hill prior to their respective shareholder meetings, which have not yet been scheduled. In addition, when the registration statement, which will include the joint proxy statements/prospectus and other related documents, is filed by WesBanco with the SEC, it may be obtained for free at the SEC’s website at http://www.sec.gov, on the NASDAQ website at http://www.nasdaq.com and from either the WesBanco or Oak Hill websites at http://www.wesbanco.com or at http://www.oakf.com.
 
Any questions should be directed to Paul M. Limbert, Chief Executive Officer (304) 234-9206, James C. Gardill, Chairman (304) 234-9216 or Robert H. Young, Chief Financial Officer (304) 234-9447 of WesBanco or John D. Kidd, Chairman, or Ralph E. Coffman, Jr., President & CEO (740) 286-3283 of Oak Hill.
 
WesBanco, Oak Hill and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies in connection with the merger. Information about the directors and executive officers of WesBanco and Oak Hill and information about any other persons who may be deemed participants in this transaction will be included in the proxy statement/prospectus. You can find information about WesBanco’s directors and executive officers in the proxy statement for WesBanco’s annual meeting of stockholders filed with the SEC on March 16, 2007. You can find information about Oak Hill’s directors and executive officers in the proxy statement for Oak Hill’s annual meeting of shareholders filed with the SEC on March 20, 2007. You can obtain free copies of these documents from the SEC, WesBanco or Oak Hill using the contact information above.


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