-----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, LtjE/VHQpV6/13q/CqIQXsdQc13g6jfx7Tn2PJKJ8/gZQNlsVGY1fW1eNrJNIir9 n53p0IUMZtQL6zUu7cf88Q== 0000950152-07-008471.txt : 20071101 0000950152-07-008471.hdr.sgml : 20071101 20071101151020 ACCESSION NUMBER: 0000950152-07-008471 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071101 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071101 DATE AS OF CHANGE: 20071101 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: 071206361 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 l28612ae8vk.htm WESBANCO, INC. 8-K/425 WesBanco, Inc. 8-K/425
 

 
 
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 1, 2007
(WESBANCO LOGO)
WesBanco, Inc.
(Exact name of registrant as specified in its charter)
         
West Virginia   0-8467   55-0571723
 
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
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)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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 November 1, 2007, WesBanco, Inc. and Oak Hill Financial, Inc. issued a joint press release announcing the deadline for Oak Hill shareholders to make an election regarding the consideration they would like to receive for their Oak Hill shares upon completion of the proposed merger. A copy of the press release is attached as Exhibit 99.1 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
  99.1   Joint Press release dated November 1, 2007 announcing the election deadline for the merger between WesBanco, Inc. and 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 1, 2007
  /s/ Robert H. Young
 
   
Date
  Robert H. Young
Executive Vice President & Chief
Financial Officer

 

EX-99.1 2 l28612aexv99w1.htm EX-99.1 EX-99.1
 

Exhibit 99.1
WESBANCO, INC. AND OAK HILL FINANCIAL, INC.
ANNOUNCE ELECTION DEADLINE IN CONNECTION WITH PROPOSED ACQUISITION
WHEELING, WEST VIRGINIA, November 1, 2007 — WesBanco, Inc. (Nasdaq: WSBC) and Oak Hill Financial, Inc. (Nasdaq: OAKF) announced today that November 27, 2007 has been set as the deadline for merger consideration elections in connection with WesBanco’s proposed merger with Oak Hill. Completion of the merger is subject to customary closing conditions, as well as the approval of the merger agreement and merger by Oak Hill shareholders at a special meeting of Oak Hill shareholders scheduled for November 16, 2007, approval of the issuance of WesBanco common stock, adoption of the merger agreement and approval of the merger by WesBanco shareholders at a special meeting of WesBanco shareholders scheduled for November 16, 2007, and approval by various regulatory agencies.
Oak Hill shareholders wishing to make an election regarding the consideration they would like to receive for their Oak Hill shares must deliver to Computershare Trust Co., Inc., the exchange agent, properly completed Election Forms and Letters of Transmittal, together with their stock certificates or properly completed notices of guaranteed delivery, by 5:00 P.M., E.S.T., on Tuesday, November 27, 2007, the election deadline. Oak Hill shareholders may elect cash, shares of WesBanco common stock or a combination of the two for their Oak Hill shares. All elections are subject to adjustment to ensure that 90% of the outstanding shares of Oak Hill common stock will be converted into the right to receive shares of WesBanco common stock, and the remaining shares of Oak Hill common stock will be converted into the right to receive cash. As a result, an Oak Hill shareholder may not receive the exact form of consideration elected, and the ability of an Oak Hill shareholder to receive the form of consideration elected will depend on the elections made by other Oak Hill shareholders.
Oak Hill shareholders who do not properly deliver such documentation to Computershare Trust Co., Inc. (at the address specified in the Election Form and Letter of Transmittal) prior to the election deadline will forfeit the right to select the form of consideration they would like to receive. If the acquisition is completed, such non-electing shareholders will be allocated WesBanco common stock and/or cash depending on the elections made by other Oak Hill shareholders.
Oak Hill shareholders may obtain additional copies of the Election Form and Letter of Transmittal, copies of which were mailed today to Oak Hill shareholders, by contacting Georgeson Inc., the information agent, at 1-888-605-8337.
Forward-Looking Statements
This release contains certain forward-looking statements related to the future performance of Oak Hill Financial, Inc. These statements, which are subject to numerous risks and uncertainties, are presented in good faith based on the company’s current condition and management’s understanding, expectations, and assumptions regarding its future prospects as of the date of this release. Actual results could differ materially from those projected or implied by the statements contained herein. The factors that could affect the company’s future results are set forth in the periodic reports and registration statements file by the company with the Securities and Exchange Commission.
The proposed merger between WesBanco, Inc. and Oak Hill Financial, Inc. will be submitted to both WesBanco’s and Oak Hill’s shareholders for their consideration. Shareholders are urged to read the definitive joint proxy statement/prospectus regarding the proposed transaction and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they contain important information. Shareholders may obtain a free copy of the joint proxy statement/prospectus, as well as other filings containing information about WesBanco and Oak Hill, at the SEC’s Internet site (http://www.sec.gov). These documents are also available, free of charge, at www.wesbanco.com or www.oakf.com. Copies of the joint proxy statement/prospectus and the SEC filings incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to the contact information noted below.
         
 
  Contact:   WesBanco, Inc.
Attn: Larry G. Johnson, Secretary
One Bank Plaza
Wheeling, West Virginia 26003
(304) 234-9000
 
       
 
  Contact:   Oak Hill Financial, Inc.
Attn: Dale B. Shafer, Interim Chief Financial
Officer, Secretary and Treasurer
14621 State Road 93
Jackson, Ohio 45640
(740) 286-3283

 


 

Additional Information About this Transaction
In connection with WesBanco’s proposed merger with Oak Hill, WesBanco has filed a registration statement on Form S-4 with the Securities and Exchange Commission containing a joint proxy statement/prospectus dated October 10, 2007, which has been mailed to both WesBanco and Oak Hill shareholders. Investors are urged to read these materials, and any other documents filed by WesBanco or Oak Hill with the SEC, because they contain or will contain important information about WesBanco, Oak Hill and the merger. The joint proxy statement/prospectus and other relevant materials, and any other documents filed by WesBanco with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. Investors may obtain free copies of the documents filed with the SEC by WesBanco by directing a written request to WesBanco, Inc., One Bank Plaza, Wheeling, West Virginia, Attn: Larry G. Johnson, Secretary. In addition, investors may obtain free copies of the documents filed with the SEC by Oak Hill by directing a written request to Oak Hill Financial, Inc., 14621 State Road 93, Jackson, Ohio 45640, Dale B. Shafer, Interim Chief Financial Officer, Secretary and Treasurer.
WesBanco, Oak Hill and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of either WesBanco or Oak Hill 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 is included in the joint proxy statement/prospectus.
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities.
WesBanco is a bank holding company headquartered in Wheeling, West Virginia. WesBanco provides a full range of financial services including retail banking, corporate banking, personal and corporate trust services, brokerage services, mortgage banking and insurance. WesBanco offers these services through two reportable segments, community banking and trust and investment services. As of June 30, 2007, WesBanco had approximately $4.0 billion in consolidated total assets, $3.0 billion in deposits and $406 million of shareholder’s equity. WesBanco operates through 78 banking offices and 110 ATM machines in West Virginia, Ohio and Pennsylvania. WesBanco’s main office is located at One Bank Plaza, Wheeling, West Virginia, 26003 and its telephone number is (304) 234-9000.
Oak Hill is a bank holding company headquartered in Jackson, Ohio. Oak Hill was incorporated in 1981 under Ohio law for the purpose of becoming the holding company for Oak Hill Banks, an Ohio state-chartered bank that was established in 1902. Oak Hill Banks operates 36 banking offices and one loan office in central and southern Ohio. Through Oak Hill Banks, Oak Hill is engaged in the business of commercial banking and other permissible activities closely related to banking. At June 30, 2007, Oak Hill had total assets of $1.3 billion, total deposits of $958.2 million and shareholders’ equity of $94.8 million.

 

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