-----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, LdgZ+WBnm4GVLmD5JTIp6THEbMu/wrKhMVB3IsuWYD2AMgjHo1IUe97VRE70Mlub dMmgPCPCF55qWNBXtURxVg== 0000203596-96-000002.txt : 19960222 0000203596-96-000002.hdr.sgml : 19960222 ACCESSION NUMBER: 0000203596-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960209 ITEM INFORMATION: Other events FILED AS OF DATE: 19960221 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESBANCO INC CENTRAL INDEX KEY: 0000203596 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] 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: 96523470 BUSINESS ADDRESS: STREET 1: ONE BANK PLZ 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 WESBANCO 8-K 1 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) February 9, 1996 ---------------------------- WesBanco, Inc. - ---------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) West Virginia 0-8467 55-0571723 - ---------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) 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 --------------- 2 Item 5 - Other Events On February 9, 1996, WesBanco, Inc. announced the signing of a definitive Agreement and Plan of Merger providing for the merger of Bank of Weirton with WesBanco Bank Wheeling, an affiliate of WesBanco, Inc. Under the terms of the definitive Agreement and Plan of Merger, WesBanco will exchange 130 shares of WesBanco's Common Stock for each share of Bank of Weirton's Common Stock outstanding in a tax free exchange. The merger, which is based on a fixed exchange ratio, will be accounted for as a pooling of interests. The transaction is valued at approximately $45,600,000, based on the current market price of $27.00 per share for WesBanco Common Stock. In addition, certain shareholders of Bank of Weirton have executed a Stockholders Agreement to vote their individual securities in favor of the proposed merger, subject to certain conditions and understandings between the parties. The transaction, which is subject to, among other things, approval by the appropriate regulatory authorities and the stockholders of Bank of Weirton, is expected to be completed during the third quarter 1996. Ostrowski & Company, Inc. represented WesBanco and a fairness opinion will be provided to Bank of Weirton by LSC Financial Services, Inc. Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits - ------ 20 - Press release dated February 9, 1996, regarding an announcement of the signing of an Agreement and Plan of Merger between WesBanco, Inc. and the Bank of Weirton Signatures 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) February 20, 1996 /s/ Edward M. George ------------------- ----------------------------------- Date Edward M. George President & Chief Executive Officer EX-20 2 WESBANCO 8-K 1 Exhibit - 20 NEWS FOR IMMEDIATE RELEASE -------------------------- February 9, 1996 NEWS RELEASE: Wesbanco, Inc. - ------------- One Bank Plaza Wheeling, WV 26003 and Bank of Weirton 333 Penco Road Weirton, WV 26062 RELEASE IMMEDIATELY: For Further Information Contact: - -------------------- Edward M. George President & CEO 304-234-9208 or George M. Molnar Chairman of the Board & President Bank of Weirton 304-797-8000 WESBANCO AND BANK OF WEIRTON ANNOUNCE MERGER -------------------------------------------- Wesbanco, Inc. (Nasdaq: WSBC) and Bank of Weirton jointly announced today that they have entered into a Definitive Agreement and Plan of Merger providing for the merger of Bank of Weirton (hereinafter called "Weirton"), a banking corporation headquartered in Weirton, West Virginia, to merge with Wesbanco Bank Wheeling, a Wesbanco affiliated West Virginia banking corporation, with its principal office and place of business in Wheeling, West Virginia. The joint announcement was made by Edward M. George, President and Chief Executive Officer of Wesbanco, and George M. Molnar, Chairman of the Board and President of Weirton. Weirton operates two banking facilities in Weirton, Hancock County, West Virginia, with its main office facility located at 333 Penco Road in Weirton, and a branch office located at 3425 Main Street, Weirton. As of December 31, 1995, Bank of Weirton had total assets of approximately $177,126,000, total deposits of approximately $139,370,000 and total loans outstanding of approximately $43,352,000. Wesbanco presently operates five banks in West Virginia, with 32 offices, and one bank in Ohio, with five offices. Total assets of Wesbanco at December 31, 1995, were $1,371,793,000, total deposits were $1,115,473,000 and total equity was $170,040,000. 2 Under the terms of the Definitive Agreement and Plan of Merger, Wesbanco will exchange 130 shares of Wesbanco's common stock for each share of Weirton's common stock outstanding in a tax free exchange. The merger, which is based on a fixed exchange ratio, will be accounted for as a pooling of interests. The transaction is valued at approximately $45,600,000, based on the current market price of $27.00 per share for Wesbanco common stock. In addition, certain shareholders of Bank of Weirton have executed a Stockholders Agreement to vote their individual securities in favor of the proposed merger, subject to certain conditions and understandings between the parties. George M. Molnar, Chairman of the Board and President of Weirton, will continue to serve as President of the Weirton Division of Wesbanco Bank Wheeling and will become Chairman of the Weirton Advisory Board. Additionally, George M. Molnar and Donald R. Donell, current Directors of Weirton, will be elected to the Board of Directors of Wesbanco Bank Wheeling, and George M. Molnar will be elected to the Executive Committee of Wesbanco Bank Wheeling. Also, George M. Molnar and R. Peterson Chalfant will be appointed to the Board of Directors of Wesbanco with George M. Molnar also being appointed to the Executive Committee of the Board of Directors of Wesbanco. The transaction, which is subject to, among other things, approval by the appropriate regulatory authorities and the stockholders of Weirton, is expected to be completed during the third quarter of 1996. Ostrowski & Company, Inc. represented Wesbanco and a fairness opinion will be provided to Weirton by LSC Financial Services, Inc. Edward M. George, President & Chief Executive Officer of Wesbanco, commented on the acquisition: We are extremely pleased to welcome the Bank of Weirton into the Wesbanco banking organization. The affiliation of Wesbanco and Bank of Weirton joins two of the safest, soundest, and strongest capitalized banking institutions in the State of West Virginia. We are looking forward to being able to provide expanded financial services and products to the businesses and residents of the Weirton and Hancock County area, which is undergoing considerable economic expansion due to its proximity to the new Pittsburgh International Airport. George M. Molnar, Chairman of the Board and President of Weirton, stated the following concerning the merger: We are pleased to become part of the WesBanco family of banks. WesBanco enjoys an excellent reputation in our industry with an historically sound mixture of growth and performance. This affiliation provides the opportunity to maintain our 'community bank' orientation and will allow for continuance of our on-going commitment to personal customer service. We look forward to this affiliation and await regulatory and stockholder approval of this decision convinced that everyone will benefit from it. 2 3 WesBanco, Inc Proforma Balance Sheet December 31, 1995 (In Thousands, Unaudited)
Bank Of Consolidation Proforma WesBanco Weirton Entries Combined --------------------------------------------- Cash and due from banks $49,008 $5,155 $0 $54,163 Interest-bearing deposits 301 0 0 301 Federal funds sold 14,230 23,000 0 37,230 Investment securities 423,153 99,135 0 522,288 Loans (net of unearned income) 850,568 43,352 0 893,920 Less: reserve for possible loan losses (12,747) (693) 0 (13,440) ---------------------------------------------- Loans - net 837,821 42,659 0 880,480 Bank premises and equipment 23,026 5,369 0 28,395 Other assets 24,254 1,808 0 26,062 ---------------------------------------------- TOTAL ASSETS $1,371,793 $177,126 $0 $1,548,919 ================================================ LIABILITIES Total deposits 1,115,473 139,370 0 1,254,843 Short-term borrowings 71,494 0 0 71,494 Other liabilities 14,786 981 0 15,767 ----------------------------------------------- TOTAL LIABILITIES 1,201,753 140,351 0 1,342,104 ----------------------------------------------- SHAREHOLDERS' EQUITY Common stock ($2.0833 par value; 25,000,000 shares authorized) 18,087 1,300 2,221 21,608 Capital surplus 25,758 7,700 (2,221) 31,237 Market value adjustment on investments available for sale net of tax effect 849 0 0 849 Retained earnings 131,527 27,775 0 159,302 Less: Treasury stock (5,038) 0 0 (5,038) Deferred benefits (1,143) 0 0 (1,143) ---------------------------------------------- TOTAL SHAREHOLDERS' EQUITY 170,040 36,775 0 206,815 ---------------------------------------------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $1,371,793 $177,126 $0 $1,548,919 =============================================== Primary Capital to Assets 13.20% 21.07% 14.10% Book Value $20.01 $21.76 $20.30 Assumptions: Conversion of Pooled Bank - 130 shares to 1 4 WesBanco, Inc. Proforma Summary Statement Of Income For the Year Ended December 31, 1995 (in thousands, except for share and per share amounts)
Bank Of Consolidation Proforma WesBanco Weirton Entries Combined ---------------------------------------------- INTEREST INCOME: Interest and fees on loans $71,399 $4,401 $0 $75,800 Interest on investment securities 25,357 5,781 0 31,138 Other interest income 1,143 0 0 1,143 ------------------------------------------- Total interest income 97,899 10,182 0 108,081 ------------------------------------------- INTEREST EXPENSE: Interest on deposits 38,702 4,700 0 43,402 Other borrowings 3,168 0 0 3,168 ------------------------------------------- Total interest expense 41,870 4,700 0 46,570 ------------------------------------------- Net interest income 56,029 5,482 0 61,511 Provision for possible loan losses 2,770 18 0 2,788 ------------------------------------------- Net interest income after provision for possible loan losses 53,259 5,464 0 58,723 Total other income 11,098 286 0 11,384 Total other expense 38,988 3,058 0 42,046 -------------------------------------------- Income before income tax 25,369 2,692 0 28,061 Provision for income tax 7,180 576 0 7,756 -------------------------------------------- Net Income $18,189 $2,116 $0 $20,305 ============================================ Earnings Per Share $2.13 $1.25 $2.00 Average Shares Outstanding 8,470,328 1,690,000 10,160,328 Return on Assets 1.35% 1.18% 1.33% Return on Equity 11.12% 5.84% 10.16%
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