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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) May 31, 1996
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WesBanco, Inc.
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(Exact name of registrant as specified in its charter)
West Virginia 0-8467 55-0571723
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1 Bank Plaza, Wheeling, WV 26003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (304) 234-9000
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Former name or former address, if changed since last report Not Applicable
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Item 5 - Other Events
On May 31, 1996, WesBanco, Inc. announced the signing of an Agreement and
Plan of Reorganization (Agreement) providing for the purchase of the assets
of Universal Mortgage Company of Bridgeport, West Virginia, by WesBanco
Mortgage Company, a wholly-owned subsidiary of WesBanco, Inc.
Universal Mortgage Company had assets of approximately $2,753,000,
stockholders equity of approximately $297,000 as of December 31, 1995 and
net income of approximately $11,000 for the year ended December 31, 1995.
The acquisition will be accounted for as a purchase. A final purchase price
will be determined based upon the net equity of Universal as of the closing
date, with a minimum value of $800,000. The acquisition price will be paid
in the form of WesBanco common stock.
The transaction, which is subject to approval by the appropriate
regulatory authorities, is expected to be completed in the third quarter.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
20 - Press release dated May 31, 1996, regarding an announcement
of the signing of an Agreement and Plan of Reorganization between
WesBanco, Inc. and Universal Mortgage Company.
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.
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(Registrant)
June 5, 1996
- ---------------- /s/ Edward M. George
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Edward M. George
President & Chief Executive Officer
[TYPE] EX-20
[DESCRIPTION] WESBANCO 8-K
<PAGE> 3 [WesBanco Logo]
NEWS for immediate release Exhibit - 20
May 31, 1996 For Further Information Contact:
Edward M. George
President and CEO (304) 234-9208
Nasdaq Trading Symbol: WSBC
WesBanco To Acquire
Universal Mortgage Company
Wheeling, WV. . . WesBanco, Inc. President & CEO, Edward M. George, today
announced that WesBanco Mortgage Company, a wholly-owned subsidiary of
WesBanco, Inc., under the terms of a recently executed Agreement and Plan
of Reorganization, has agreed to purchase the assets of Universal Mortgage
Company of Bridgeport, West Virginia, and continue its operations in
Bridgeport, Charleston, Elkins and Huntington.
The purchase of Universal Mortgage Company, which is subject to approval by
the appropriate regulatory agencies, will be accomplished in an exchange of
voting shares of the common stock of WesBanco, Inc. for the assets and
business of Universal Mortgage Company and will be accounted for as a
"purchase transaction." The purchase price will fluctuate based on the net
equity of Universal at closing with a minimum value of $800,000 fixed by the
Agreement.
Universal Mortgage Company, a broker, originator, acquirer and seller of
residential mortgage loans, has been in business since 1992. Universal
Mortgage Company originated and closed an average of $45 million in
residential mortgage loans in each of the last three years.
In commenting on the purchase, Mr. George stated, "We are pleased to be able
to agree in principal to the purchase of Universal Mortgage. This
acquisition will afford WesBanco a more competitive position in the
residential mortgage loan marketplace, not only in the Bridgeport, WV area,
but across the entire WesBanco franchise. Residential mortgage loans
now comprise a significant portion of WesBanco's loan portfolio. We look
forward to the production of additional mortgage loans through WesBanco
Mortgage Company as a way to reach new customers and provide additional
mortgage loan alternatives to existing WesBanco customers."
Ernest S. Fragale, President of Universal Mortgage, will assume the position
of President of the newly formed WesBanco Mortgage Company. Mr. Fragale
said, "I am extremely
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WesBanco To Acquire Universal Mortgage Company
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pleased to be associated with WesBanco. The strength and reputation of the
company will be very beneficial as we expand our capabilities to produce
quality mortgage loans."
WesBanco currently operates thirty-two banking locations through five
affiliate banks in West Virginia and five banking locations through one
affiliate bank in Ohio. On February 9, 1996, WesBanco announced the
signing of a Definitive Agreement and Plan of Merger providing for the
merger of the Bank of Weirton with WesBanco Bank Wheeling, an affiliate
of WesBanco, Inc. The Bank of Weirton operates two banking facilities in
Weirton, WV with total assets of approximately $177,000,000 as of
December 31, 1995. In addition, officials of WesBanco and affiliate
WesBanco Barnesville have announced the planned construction of a new
facility to be located in the Ohio Valley Plaza, currently under
construction adjacent to Interstate 70 in St. Clairsville, Ohio.
WesBanco recently reported all-time record earnings for the first quarter
1996 of $4,905,000, or $.58 per share, surpassing the previous quarterly
record of $4,757,000, or $.56 per share achieved for the three-month period
ending June 30, 1995. Total assets of WesBanco were approximately
$1,380,065,000 as of March 31, 1996 and the market value of trust assets
held at all WesBanco Banks at March 31, 1996 approximated an additional
$1,410,000,000.
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