-----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, WNueyF6sf7UPvWy+R41+9TgxPSgflgU0ZN4pcHYCU98IBaXF99xyFC/7rJ/Vyt1n wkSzR7MPdYbsKZxVcUm0VA== 0000203596-10-000051.txt : 20100812 0000203596-10-000051.hdr.sgml : 20100812 20100812172632 ACCESSION NUMBER: 0000203596-10-000051 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100812 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100812 DATE AS OF CHANGE: 20100812 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: 000-08467 FILM NUMBER: 101012079 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 8-K TRUST PREFERRED REDEMPTION fin8k.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 12, 2010 (August 9, 2010)


WesBanco, Inc.
 (Exact name of registrant as specified in its charter)


West Virginia
000-08467
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 Events.

On August 9, 2010, WesBanco, Inc (the “Company”) provided a notice of redemption to the holders of Oak Hill Capital Trust I 10 7/8% Fixed Rate Capital Pass-Thru Securities® (CUSIP No. U62985202) (the “Securities”). The notice was conditional upon regulatory approval of the redemption.  Regulatory approval was received on August 10, 2010.  The Securities will be redeemed on September 8, 2010 (the “Redemption Date”) in full at a redemption price of 105.438% of the principal plus accrued and unpaid interest. The aggregate redemption price, excluding accrued interest, will total approximately $5.3 million. Interest on the securities will no longer accrue on or after the Redemption Date.

Oak Hill Capital Trust I (the “Trust”) is a Delaware trust established in 2000 by Oak Hill Financial, Inc. which was merged with and into WesBanco, Inc. on December 1, 2007. The Trust owns Junior Subordinated Debentures issued by the Company which also are being redeemed on September 8, 2010.

Payment of the redemption price for the Securities will be made by The Bank of New York Mellon, as paying agent. Payment will be made upon presentation and surrender of the Securities to the paying agent for cancellation at the address specified in the Notice of Redemption.

The Company issued a press release on August 10, 2010 announcing the notice of redemption of the Securities.  The notice of redemption and the press release are attached as exhibits to this report.



Item 9.01 Financial Statements and Exhibits

d)  
Exhibits:

99.1 -      Notice of redemption to the holders of Oak Hill Capital Trust I 10 7/8% Fixed Rate
               Capital Pass-Thru Securities®

99.2 -       Press release dated August 10, 2010 announcing the notice of redemption of the
Securities.




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 12, 2010
/s/ Robert H. Young
 
Robert H. Young
 
Executive Vice President and
 
Chief Financial Officer

 
 


EX-99.1 2 ex991.htm EXHIBIT 99.1 - NOTICE OF REDEMPTION ex991.htm
 
 

Exhibit 99.1
WESBANCO, INC.
CONDITIONAL NOTICE TO THE HOLDERS OF
OAK HILL CAPITAL TRUST I
10 7/8% FIXED RATE CAPITAL PASS-THRU SECURITIES® DUE MARCH 8, 2030
CUSIP NO. U62985202

NOTICE IS HEREBY GIVEN THAT, pursuant to Section 10.03 of the Indenture, dated as of March 23, 2000 (the “Indenture”), between Oak Hill Financial, Inc. which was merged with and into WesBanco, Inc. on December 1, 2007 (the “Company”) and The Bank of New York Mellon, formerly known as The Bank of New York, (the “Trustee”) regarding the 10 7/8 % Fixed Rate Capital Pass-Thru Securities® due March 8, 2030 CUSIP number U62985202 (the “Securities”), the Company will exercise its early redemption option. The redemption shall be subject to Regulatory approval.  Capitalized terms used herein but not defined in this notice are used with the meanings given in the Indenture.

NOTICE IS HEREBY FURTHER GIVEN that the Company will redeem all outstanding Securities by a cash payment on September 8, 2010 (the “Redemption Date”), in accordance with the terms of the Indenture, at the Redemption Price, per $1,000 Principal Amount, of $1,054.38 plus any accrued and unpaid interest up to the Redemption Date. Interest on the Securities will cease to accrue on and after the Redemption Date, unless the Company defaults in making payment of the Redemption Price and interest.

You must surrender your Securities to the The Bank of New York Mellon, the Paying Agent, by mail to P.O. Box 396, ATTN: Debt Processing Unit (ACT), East Syracuse, NY 13057 or by hand delivery or overnight delivery to 111 Sanders Creek Parkway, ATTN: Bond Redemption Unit, Corporate Trust Operations, East Syracuse, NY 13057 to collect the Redemption Price.  Any questions regarding the logistics or operation of the redemption should be directed to the Paying Agent at 1-800-254-2826.

No representation is made that the CUSIP number either as printed on any Security or contained herein is correct and an error in the CUSIP number either as printed on a Security or as contained herein will not affect the validity of the proceedings for redemption of the Securities.

Each holder of a Security is required to provide the Trustee with a correct Taxpayer Identification Number on Form W-9 (the “Form”) and to indicate that the holder is not subject to backup withholding by checking the appropriate box on Part 2 of the Form. Failure to provide information on the Form may subject the holder to 28% federal income tax withholding on the payment of the Redemption Price.

DATED as of the 9th day of August 2010.

WESBANCO, INC.

Paul M. Limbert
President & CEO

 
 

EX-99.2 3 ex992.htm EXHIBIT 99.2 - PRESS RELEASE ON REDEMPTION ex992.htm

Exhibit 99.2
NEWS FOR IMMEDIATE RELEASE

August 10, 2010                                                              For Further Information Contact:

Paul M. Limbert
President and Chief Executive Officer

or

Robert H. Young
Executive Vice President and Chief Financial Officer

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

WesBanco Announces Redemption of Fixed Rate Capital Pass-Thru Securities®

Wheeling, WV… Paul M. Limbert, President and Chief Executive Officer of WesBanco, Inc. (NASDAQ: WSBC) (the “Company”), a Wheeling, West Virginia based multi-state bank holding company, announced today that a notice of redemption was provided to the holders of Oak Hill Capital Trust I 10 7/8% Fixed Rate Capital Pass-Thru Securities® (CUSIP No. U62985202) (the “Securities”). The Securities will be redeemed on September 8, 2010 (the “Redemption Date”) in full at a redemption price of 105.438% of the principal plus accrued and unpaid interest. The aggregate redemption price, excluding accrued interest, will total approximately $5.3 million. Interest on the securities will no longer accrue on or after the Redemption Date.

Oak Hill Capital Trust I (the “Trust”) is a Delaware trust established in 2000 by Oak Hill Financial, Inc. which was merged with and into WesBanco, Inc. on December 1, 2007. The Trust owns Junior Subordinated Debentures issued by the Company which also are being redeemed on September 8, 2010.

Payment of the redemption price for the Securities will be made by The Bank of New York Mellon, as paying agent. Payment will be made upon presentation and surrender of the Securities to the paying agent for cancellation at the address specified in the Notice of Redemption. Questions relating to the Notice of Redemption should be directed to The Bank of New York Mellon at 1-800-254-2826.

WesBanco, Inc. is a multi-state bank holding company with total assets of approximately $5.4 billion, operating through 112 branch locations and 134 ATMs in West Virginia, Ohio, and Pennsylvania. The Company’s banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. The Company also operates an insurance brokerage company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.




 
 



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