<PAGE> 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
---------------
<PAGE> 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
<PAGE> 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.
<PAGE> 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
<PAGE> 3
WesBanco, Inc
Proforma Balance Sheet
December 31, 1995
(In Thousands, Unaudited)
<TABLE>
<CAPTION>
Bank Of Consolidation Proforma
WesBanco Weirton Entries Combined
---------------------------------------------
<S> <C> <C> <C> <C>
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
<PAGE> 4
WesBanco, Inc.
Proforma Summary Statement Of Income
For the Year Ended December 31, 1995
(in thousands, except for share and per share amounts)
</TABLE>
<TABLE>
<CAPTION>
Bank Of Consolidation Proforma
WesBanco Weirton Entries Combined
----------------------------------------------
<S> <C> <C> <C> <C>
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%
</TABLE>
