0000203596-15-000078.txt : 20151023 0000203596-15-000078.hdr.sgml : 20151023 20151023165654 ACCESSION NUMBER: 0000203596-15-000078 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20151023 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20151023 DATE AS OF CHANGE: 20151023 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: 0224 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-08467 FILM NUMBER: 151173317 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 fin8k102315.htm FORM 8-K ON STOCK REPURCHASE fin8k102315.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) October 23, 2015

logo

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 October 23, 2015, WesBanco, Inc. (“WesBanco”) issued a press release announcing that on October 22, 2015 its Board of Directors adopted a new stock repurchase plan, to purchase up to an additional one million shares of WesBanco common stock representing approximately 2.6% 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 stock repurchase plan is not subject to an expiration date.

The shares would be available for general corporate purposes, which may include future acquisitions, employee benefit plans, and the shareholder dividend reinvestment plan.  This new stock repurchase authorization is in addition to the existing stock repurchase program approved by the Executive Committee on March 21, 2007 which has approximately 314,184 shares remaining for repurchase.
 
The press release is attached as Exhibit 99.1 to this report.


Item 9.01 Financial Statements and Exhibits
 
 
(d) Exhibits 99.1 - Press release dated October 23, 2015 announcing the approval of a new stock repurchase program.





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:  October 23, 2015
 /s/ Robert H. Young
 
Robert H. Young
 
Executive Vice President and
Chief Financial Officer
   

 
 


EX-99.1 2 ex991.htm PRESS RELEASE ex991.htm
EXHIBIT 99.1





NEWS FOR IMMEDIATE RELEASE
 
 
October 23, 2015                                                          For Further Information Contact:

Todd F. Clossin
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 Approval of New Stock Repurchase Program

Wheeling, WV. . . Todd F. Clossin, President and Chief Executive Officer of WesBanco, Inc. (NASDAQ: WSBC) a Wheeling, West Virginia based multi-state bank holding company, today announced that the Board of Directors yesterday authorized the adoption of a new stock repurchase plan for the purchase of up to an additional one million shares of WesBanco common stock representing approximately 2.6% of outstanding shares from time to time on the open market.  As permitted by securities laws and other legal requirements and subject to market conditions and other factors, 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 stock repurchase plan is not subject to an expiration date.


The WesBanco Board of Directors took the action based on their determination that the stock repurchase program presents an attractive opportunity for the corporation at this time. The shares, to be maintained as treasury shares, would be available for general corporate purposes including potential future acquisitions and for various employee benefit plans purposes.  This new stock repurchase authorization is in addition to the existing stock repurchase program approved by the Executive Committee on March 21, 2007 which has approximately 314,184 shares remaining for repurchase and will continue to be utilized until such authorization is completed.


About WesBanco, Inc.

WesBanco is a multi-state bank holding company with total assets of approximately $8.5 billion. WesBanco operates through 141 branch locations and 129 ATMs in West Virginia, Ohio, and Pennsylvania. Founded in 1870, WesBanco provides innovative retail and commercial, trust, investment and insurance products and services. WesBanco also offers retail and commercial financial services online at www.wesbanco.com and www.wesmarkfunds.com and through WesBancoLine, its 24-hour telephone banking service. WesBanco's banking subsidiary is WesBanco Bank, Inc., headquartered in Wheeling, West Virginia. In addition, WesBanco operates an insurance brokerage company, WesBanco Insurance Services, Inc., and a full service broker/dealer, WesBanco Securities, Inc.



Forward-looking Statements:
Forward-looking statements in this report 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 report should be read in conjunction with WesBanco’s Form 10-K for the year ended December 31, 2014 and documents subsequently filed by WesBanco with the Securities and Exchange Commission (“SEC”), including WesBanco’s Form 10-Q for the quarters ended March 31 and June 30, 2015, 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 most recent Annual Report on Form 10-K filed with the SEC under “Risk Factors” in Part I, Item 1A.  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 WesBanco 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, the Federal Deposit Insurance Corporation, the SEC, the Financial Institution Regulatory Authority, the Municipal Securities Rulemaking Board, the Securities Investors Protection Corporation, and other regulatory bodies; potential legislative and federal and state regulatory actions and reform, including, without limitation, the impact of the implementation of the Dodd-Frank Act; adverse decisions of federal and state courts; fraud, scams and schemes of third parties; internet hacking; competitive conditions in the financial services industry; rapidly changing technology affecting financial services; marketability of debt instruments and corresponding impact on fair value adjustments; 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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