SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported) February 28,
------------
1994
-----
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
--------------
Item 2 -- Acquisition or Disposition of Assets
------
On February 28, 1994, WesBanco consummated the acquisition
of First Fidelity Bancorp, Inc. through a statutory merger with a
wholly owned subsidiary of the Registrant. This acquisition was
effected through an exchange of stock of the Registrant. The
Registrant has registered 2,094,737 common shares and 10,000
shares of redeemable preferred stock for the purpose of issuance
with respect to this acquisition. The acquisition is more fully
described in a Registration Statement filed with respect to the
registration of the shares under Registration Statement No. 33-
72228, which is incorporated herein by reference.
Item 7 -- Financial Statements, Pro Forma Financial Information
------ and Exhibits
Exhibit -- Incorporated herein by reference is Registrant's
Prospectus/Proxy Statement effective November 30, 1993, used in
connection with Registration Statement No. 33-72228.
28 -- Press release dated February 28, 1994, regarding the
consummation of the acquisition of First Fidelity Bancorp, Inc.
by WesBanco, Inc.
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)
March 1, 1994 /s/ Edward M. George
------------- ------------------------------
Date Edward M. George
President & Chief Executive
Officer
Exhibit 28
----------
NEWS FOR IMMEDIATE RELEASE
February 28, 1994
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
and
First Fidelity Bancorp, Inc.
301 Adams Street
Fairmont, WV 26554
For Further Information
Contact:
Edward M. George
(304) 234-9208
President & CEO,
Wesbanco, Inc.
or
Patrick L. Schulte
(304) 363-1300
President & CEO
First Fidelity Bancorp, Inc.
WESBANCO, INC. CONSUMMATES MERGER WITH FIRST FIDELITY BANCORP,
INC.
Wheeling, WV....WesBanco, Inc., a multi-bank holding company
headquartered in Wheeling, West Virginia, (NASDAQ:WSBC) and First
Fidelity Bancorp, Inc., a multi-bank holding company
headquartered in Fairmont, West Virginia, jointly announced today
the consummation of WesBanco's largest merger and acquisition
transaction with the merger of First Fidelity with and into a
wholly owned subsidiary of WesBanco. The joint announcement was
made by Edward M. George, President and Chief Executive Officer
of WesBanco and Patrick L. Schulte, President and Chief Executive
Officer of First Fidelity.
First Fidelity, which will become the Central Region of WesBanco,
operates four banks in North Central West Virginia. Through 13
offices, it serves the West Virginia Counties of Harrison, Marion
and Monongalia.
With the consummation of the merger, WesBanco now operates 12
banks in West Virginia with 33 offices and one bank in Ohio with
five offices. Other West Virginia Counties served include
Brooke, Ohio, Preston, Tyler, Wetzel, Wirt, Wood and Kanawha
while Belmont and Monroe Counties are served in Ohio.
As a result of the merger, First Fidelity stockholders received
.9 shares of WesBanco, Inc. common stock for each share of common
stock held of First Fidelity Bancorp, Inc. Additionally, the
existing holders of First Fidelity Series A 8% Cumulative
Preferred Stock were issued WesBanco Series A 8% Cumulative
Preferred Stock convertible into WesBanco Common Stock at the
same conversion rate for common shareholders as would have
applied had they converted their preferred stock into First
Fidelity Common Stock immediately prior to the merger, and
subject to substantially the same terms, conditions and
conversion privileges as their existing preferred shares.
The merger, which was based on a fixed exchange ratio, will be
accounted for as a pooling of interests. The transaction is
valued at more than $60 million based on the recent market price
of $28.25 per share for WesBanco Common Stock.
Under the terms of the merger, Robert H. Martin, Chairman of the
Board of First Fidelity, was named Vice Chairman of the Board of
WesBanco and Patrick L. Schulte, President and Chief Executive
Officer of First Fidelity, was named Executive Vice President of
WesBanco, Inc. Additionally, Mr. Martin will serve as Chairman
of the Central Region of WesBanco and Mr. Schulte will serve as
President and Chief Executive Officer of the Central Region of
WesBanco. Also as a result of the merger, four First Fidelity
directors became directors of WesBanco. In addition to Mr.
Martin and Mr. Schulte becoming WesBanco officers, they also
became directors of WesBanco as well as members of the WesBanco
Executive Committee and Mr. Frank K. Abruzzino, President and
Chief Executive Officer of First Fidelity affiliate, FirstBank
Shinnston, Shinnston, West Virginia, and Earl C. Atkins, Chairman
of the Board of First Fidelity affiliate, Central National Bank,
Morgantown, West Virginia, were also named to the Wesbanco Board.
Had the merger been consummated on December 31, 1993, WesBanco's
total assets, deposits, gross loans and shareholders' equity
would have approximated $1.347 billion, $1.113 billion, $747
million and $157 million, respectively.
