-----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, FqsiQ6QSGgC2vTESi8jZaopuSBdh5j91Ev/Timq/MR2u/CLszTPKkm32jcCcex9x 77GaBHg27Lf1Qoj+jT/IYg== 0000203596-07-000134.txt : 20071130 0000203596-07-000134.hdr.sgml : 20071130 20071130150241 ACCESSION NUMBER: 0000203596-07-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071130 ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071130 DATE AS OF CHANGE: 20071130 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: 071277596 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 fin8k113007.htm 8K ON MERGER COMPLETION WITH OAK HILL fin8k113007.htm


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) November 30, 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):
 
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.
 
On November 30, 2007, WesBanco, Inc., a West Virginia corporation ("WesBanco"), completed the acquisition of Oak Hill Financial, Inc., an Ohio corporation ("Oak Hill"). The acquisition was effected by the merger (the "Merger") of Oak Hill with and into WesBanco, pursuant to that certain Agreement and Plan of Merger dated July 19, 2007 by and among WesBanco, WesBanco Bank, Inc., a West Virginia banking corporation and a wholly-owned subsidiary of WesBanco, Oak Hill and Oak Hill Banks, an Ohio state-chartered bank and a wholly-owned subsidiary of Oak Hill (the "Merger Agreement"). Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding share of Oak Hill common stock was converted into the right to receive 1.256 shares of WesBanco common stock, $38.00 in cash, or a combination of stock and cash. The Merger Agreement was previously filed as Exhibit 2.1 to the Form 8-K filed by WesBanco on July 20, 2007.
 
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS.
 
Effective upon the completion of the Merger on November 30, 2007, John D. Kidd became Vice Chairman of WesBanco’s Board of Directors in accordance with the terms of the Merger Agreement. Mr. Kidd served as Chairman of Oak Hill since December 2002 and Chairman of Oak Hill Banks since January 2005. Mr. Kidd served as Chief Executive Officer of Oak Hill from 1981 through December 2003. In addition, three additional Oak Hill directors have been appointed to the board of directors of WesBanco effective as of November 30, 2007. The directors appointed to the WesBanco Board of Directors are D. Bruce Knox, Neil S. Strawser and Donald P. Wood. Each of the Oak Hill directors appointed to the board of directors of WesBanco, including Mr. Kidd, will serve until the next meeting of WesBanco’s shareholders and will be nominated for election to the WesBanco board at that shareholder meeting and subsequent shareholder meetings until the Oak Hill director has served a three year term. In addition, each member of the Oak Hill board of directors at the effective time of the merger, will be appointed to a newly created advisory board for WesBanco Bank for the Jackson, Ohio market. Each advisory board member will serve for at least one year and, except for Oak Hill directors appointed to the WesBanco board of directors, will receive the same annual compensation they received for service on the Oak Hill board of directors for the fiscal year ended December 31, 2006.

As previously described in WesBanco’s joint proxy statement/prospectus filed on September 24, 2007, new employment agreements dated as of July 19, 2007 between WesBanco and each of R. E. Coffman, Jr., D. Bruce Knox, David G. Ratz, Scott J. Hinsch, Jr., and Miles R. Armentrout became effective upon the completion of the Merger on November 30, 2007.  Each of these employment agreements, except for that of D. Bruce Knox, is for a term of one year and will be automatically extended for one year on each anniversary of the agreement unless otherwise terminated with proper notice. The term of D. Bruce Knox’s employment will expire thirty days after the conversion of the Oak Hill Banks’ data processing system to the WesBanco system. The employment agreements include provisions such that each employee will receive an annual base salary in an amount to be determined by the board of directors of WesBanco, but in no event shall such amount be less than $225,000, in the case of R. E. Coffman, Jr., $160,000, in the cases of David G. Ratz, Scott J. Hinsch, Jr. and Miles R. Armentrout, and $153,000, in the case of D. Bruce Knox.

The employment agreements for each of R. E. Coffman, Jr., D. Bruce Knox, David G. Ratz, Scott J. Hinsch, Jr., and Miles R. Armentrout were previously filed with the Registration Statement on Form S-4 filed September 24, 2007 as Exhibit 10.1, Exhibit 10.2, Exhibit 10.3, Exhibit 10.4, and Exhibit 10.5, respectively, and incorporated herein by reference.

ITEM 8.01 OTHER EVENTS.
 
On November 30, 2007, WesBanco issued a press release announcing the completion of the Merger.  A copy of the press release is attached as Exhibit 99.1 hereto.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
 
(a)
Financial Statements of Businesses Acquired.

 
The financial statements required by this item will be filed by amendment to this current report on Form 8-K no later than seventy-one (71) days after the date on which this current report on Form 8-K is required to be filed.

(b)
Pro Forma Financial Information.

 
The pro forma financial information required by this item will be filed by amendment to this current report on Form 8-K no later than seventy-one (71) days after the date on which this current report on Form 8-K is required to be filed.
 
(d)
Exhibits.
 
The following exhibits are filed herewith:

Exhibit No.
Description
2.1
Agreement and Plan of Merger dated July 19, 2007 by and between WesBanco, Inc., WesBanco Bank, Inc., Oak Hill Financial, Inc. and Oak Hill Banks (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by WesBanco, Inc. on July 20, 2007).
   
10.1
 
Employment Agreement dated July 19, 2007 between R. E. Coffman, Jr., Oak Hill Banks and WesBanco, Inc. (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-4 filed September 24, 2007).
   
10.2
 
Employment Agreement dated July 19, 2007 between D. Bruce Knox, Oak Hill Banks and WesBanco, Inc. (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-4 filed September 24, 2007).
   
10.3
 
Employment Agreement dated July 19, 2007 between David G. Ratz, Oak Hill Banks and WesBanco, Inc. (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-4 filed September 24, 2007).
   
10.4
 
Employment Agreement dated July 19, 2007 between Scott J. Hinsch, Jr., Oak Hill Banks and WesBanco, Inc. (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-4 filed September 24, 2007).
   
10.5
 
Employment Agreement dated July 19, 2007 between Miles R. Armentrout, Oak Hill Banks and WesBanco, Inc. (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-4 filed September 24, 2007).
   
99.1
Press release dated November 30, 2007 announcing the completion of the merger with Oak Hill Financial, Inc.
   

 


 
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)
   
November 30, 2007
/s/ Robert H. Young 
Date
Robert H. Young
 
Executive Vice President & Chief
 
Financial Officer
   




EX-99.1 2 fin8k113007pr.htm EXHIBIT 99.1 PRESS RELEASE ON COMPLETION OF MERGER WITH OAK HILL FINANCIAL fin8k113007pr.htm
                                                                                                                                                                                       EX. 99.1


NEWS FOR IMMEDIATE RELEASE
November 30, 2007

WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003

And

Oak Hill Financial, Inc.
14621 State Route 93
Jackson, Ohio 45640

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

Or

John D. Kidd (740) 286-3283
Chairman, Oak Hill Financial, Inc.

WesBanco, Inc. Consummates Merger with Oak Hill Financial, Inc.

WHEELING, WV – November 30, 2007 – WesBanco, Inc. (“WesBanco”) (Nasdaq:WSBC), a multi-state bank holding company headquartered in Wheeling, West Virginia and Oak Hill Financial, Inc. (“Oak Hill”) (Nasdaq:OAKF), headquartered in Jackson, Ohio, jointly announced today the consummation of WesBanco’s acquisition of Oak Hill. James C. Gardill, Chairman of the Board, and Paul M. Limbert, President & CEO, of WesBanco and John D. Kidd, Chairman of the Board, and Ralph E. Coffman, Jr., President & CEO, of Oak Hill, made the joint announcement.

The merger, which was previously announced on July 20, 2007 and approved by the appropriate regulatory agencies, was approved on November 16, 2007 by the shareholders of each company. Under the terms of the Agreement and Plan of Merger, WesBanco will exchange a combination of its common stock and cash for Oak Hill common stock.

As a result of the merger, WesBanco will add four individuals to its board from the board of Oak Hill. Joining the WesBanco Board of Directors will be: John D. Kidd, Donald P. Wood, D. Bruce Knox and Neil S. Strawser. Mr. Kidd will serve as Vice Chairman of the WesBanco Board. In addition, each member of the Oak Hill board of directors at the effective time of the merger will be appointed to a newly created advisory board for WesBanco in the Jackson, Ohio market.

"Continuity in service and leadership are areas of particular emphasis as we prepare to offer a wider variety of products and services to Oak Hill’s customers in our expanded Ohio market. In that regard, we are pleased to announce that Ralph E. Coffman, Jr. will serve as President of WesBanco Bank West and that we will retain an Advisory Board in the Jackson market. We are pleased to join in the long-term success that the Oak Hill franchise has been able to achieve. Oak Hill employees have provided excellent service to their customers and we intend to build upon their tradition of excellence,” Mr. Gardill said.

"As WesBanco has grown through acquisitions over the past twenty-three years, we have stressed the importance of retaining key employees and maintaining community ties to effect a smooth transition in terms of customer retention. Through the Oak Hill transaction, we have acquired a quality financial institution that enhances our existing Ohio markets and provides a bridge of expansion into new markets. We are pleased with the prospect of competing for business across a larger market in the State of Ohio," said Mr. Limbert.

It is anticipated that Oak Hill’s name will be changed to WesBanco in the spring of 2008 in conjunction with the expected data processing conversion. Subsequent to the conversion date, Oak Hill customers will continue to conduct their regular banking transactions at Oak Hill’s banking locations. WesBanco also provides service through a network of 111 Automated Teller Machines (ATMs), 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. It is anticipated that Oak Hill customers will be provided with this increased ATM access in early December, 2007.

WesBanco’s merger with Oak Hill creates a multi-state bank holding company of $5.4 billion in total assets providing banking services through 117 locations and 152 ATM’s in West Virginia, Ohio and Pennsylvania. The transaction expands WesBanco’s franchise along the Interstate 71 and Interstate 75 corridors from Dayton, Ohio to Cincinnati, Ohio and opens new markets in south and central Ohio. Prior to the merger with WesBanco, Oak Hill operated 36 banking offices and one loan production office located in sixteen counties distributed primarily in southern, central and western Ohio. 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.

Forward-looking Statement

This press release contains 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; 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 September 30, 2007. All forward-looking statements included in this news release 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.

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