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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) July 18, 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 July 18, 1996, WesBanco, Inc. announced the signing of a
Definitive Agreement and Plan of Merger providing for the merger of
Vandalia National Corporation located in Morgantown, West Virginia,
with WesBanco Bank Fairmont, a wholly-owned subsidiary of WesBanco, Inc.
Under the terms of the Definitive Agreement and Plan of Merger,
shareholders of Vandalia will receive 1.2718 shares of WesBanco common
stock or, at such shareholders' election, $34.34 in cash for each share
of Vandalia common stock. The holders of outstanding warrants to purchase
Vandalia common stock will receive the difference between $34.34 and the
exercise price of the warrant in cash. The acquisition, which is based upon
a fixed exchange ratio, will be accounted for as a purchase transaction, with
an approximate value of $10,319,000. Vandalia reported total assets of
approximately $58,300,000 and stockholders' equity of approximately
$4,300,000 as of June 30, 1996. The transaction, which is subject to
approval by the appropriate regulatory authorities and the shareholders of
Vandalia, is expected to be completed in the fourth quarter.
WesBanco anticipates issuing up to 359,912 shares of WesBanco common
stock if all Vandalia shareholders exchange their shares for WesBanco stock.
Management intends to issue these shares from Treasury and, as such, will
begin to repurchase 200,000 shares of WesBanco common stock in the market.
This repurchase plan will be completed no later than thirty days subsequent
to the consummation of the purchase transaction.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
20 - Press release dated July 18, 1996, regarding an announcement of
the signing of the Definitive Agreement and Plan of Merger between
WesBanco, Inc. and Vandalia National Corporation.
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)
July 25, 1996
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Date ----------------------------------
Edward M. George
President & Chief Executive Officer
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NEWS for immediate release
July 18, 1996 For Further Information Contact:
Edward M. George (304) 234-9208
President and CEO
WesBanco, Inc.
One Bank Plaza
Wheeling, WV 26003
or
C. Barton Loar (304) 284-2405
President and CEO
Vandalia National Corporation
344 High Street
Morgantown, WV 26507
WESBANCO AND VANDALIA ANNOUNCE MERGER
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WesBanco, Inc. (Nasdaq: WSBC) and Vandalia National Corporation
("Vandalia") jointly announced today that they have entered into a
Definitive Agreement and Plan of Merger providing for the merger of
Vandalia and its wholly-owned subsidiary, The National Bank of West
Virginia, located in Morgantown, West Virginia, with WesBanco affiliated
companies. The joint announcement was made by Edward M. George, President
and CEO of WesBanco, Inc., and C. Barton Loar, President and CEO of Vandalia.
Vandalia operates one bank, The National Bank of West Virginia, with
three offices all located in Morgantown, which is situated in northcentral
West Virginia. WesBanco presently operates two offices of WesBanco Bank
Fairmont in Morgantown, Monongalia County, West Virginia.
Pursuant to the terms of the Agreement, shareholders of Vandalia will
receive 1.2718 shares of WesBanco common stock or, at such shareholder's
election, $34.34 in cash for each share of Vandalia common stock. The
holders of outstanding warrants to purchase Vandalia common stock will
receive the difference between $34.34 and the exercise price of the warrant
in cash. Vandalia National Corporation reported total assets of $58.3 million
and total shareholders equity of $4.3 million at June 30, 1996.
The transaction value is approximately $10,319,000 based upon WesBanco's
recent per share market price of $27.00 or 239% of Vandalia's book value.
This merger,
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WesBanco and Vandalia Announce Merger
Page 2
which is based upon a fixed exchange ratio, will be accounted for as a
purchase transaction.
WesBanco anticipates issuing up to 359,912 shares of WesBanco common
stock if all Vandalia shareholders exchange their shares for WesBanco stock.
Management intends to issue these shares from Treasury and, as such, will
begin to repurchase 200,000 shares of WesBanco common stock in the market.
This repurchase plan will be completed no later than thirty days subsequent
to the consummation of the purchase transaction.
C. Barton Loar will be designated as President of the Monongalia County
division of WesBanco Bank Fairmont. Mr. Loar and Vaughn L. Kiger will be
appointed to the Executive Committee of the Board of Directors of WesBanco
Bank Fairmont. Mr. Loar, Mr. Kiger, John W. Fisher, II, Robert D'Alessandri,
M.D., Roger E. King, M.D., and Reed J. Tanner will be elected to the WesBanco
Bank Fairmont Board of Directors, while Mr. Tanner will be elected to the
WesBanco, Inc. Board of Directors
Edward M. George, President and CEO of WesBanco, Inc. commented:
"We are very pleased to have The National Bank of West Virginia join the
WesBanco banking organization. The affiliation of WesBanco and The National
Bank of West Virginia will give WesBanco a greater presence in Morgantown
and Monongalia County, which are situated in an area that is enjoying
significant economic activity. The combined organization is looking forward
to providing expanded products and services to the existing customers of The
National Bank of West Virginia."
C. Barton Loar, President and CEO of Vandalia and The National Bank of
West Virginia commented:
"The joining of our company with WesBanco affords us a great opportunity
by combining our market presence with a company that has tremendous resources,
already knows our community, and is committed to its growth and development.
By joining WesBanco, we have provided an excellent investment for our
shareholders and new levels of opportunity to our employees."
The transaction is subject to approval by the appropriate regulatory
authorities and the stockholders of Vandalia and, subject to such approvals,
is expected to be completed during the fourth quarter of 1996. Ostrowski &
Company, Inc. represented WesBanco and Ferris Baker Watts, Inc. represented
Vandalia as financial advisors in this transaction.
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WesBanco and Vandalia Announce Merger
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At June 30, 1996, WesBanco had consolidated assets of $1,397,000,000,
deposits of $1,122,000,000 and loans of $877,000,000. WesBanco is a
multi-bank holding company headquartered in Wheeling, West Virginia, and
operates 5 full service banks in West Virginia and 1 in Ohio. The principal
subsidiaries include: WesBanco Bank Wheeling, WesBanco Bank Barnesville,
WesBanco Bank Fairmont, WesBanco Bank Kingwood, WesBanco Bank Parkersburg,
and WesBanco Bank South Hills. For the six months ended June 30, 1996,
WesBanco earned $9,888,000 which represents an annualized return on average
assets of 1.43% and an annualized return on average equity of 11.57%.
WesBanco currently operates five banks in West Virginia with 32 offices
and one bank in Ohio with five offices. Counties served in West Virginia
include Brooke, Harrison, Kanawha, Marion, Monongalia, Ohio, Preston, Tyler,
Wetzel, Wirt, and Wood, while Belmont and Monroe counties are being served
in Ohio.
On May 31, 1996, WesBanco Mortgage Company, a wholly-owned subsidiary of
WesBanco, Inc., under the terms of a recently executed Agreement and Plan of
Reorganization, agreed to purchase the assets of Universal Mortgage Company,
Bridgeport, West Virginia, and continue its operations in Bridgeport,
Charleston, Elkins, and Huntington. Completion of the transaction is
anticipated during the third quarter of 1996.
As previously announced, WesBanco and Bank of Weirton, Weirton, Hancock
County, West Virginia, executed a Definitive Agreement and Plan of Merger
providing for the merger of Bank of Weirton into WesBanco Bank Wheeling.
Regulatory approvals have been received from the Federal Reserve Bank of
Cleveland and the State of West Virginia Banking Department. The Bank of
Weirton's shareholders' meeting has been scheduled for August 8, 1996.
Subject to their approval, consummation of this merger has been tentatively
scheduled for August 30, 1996.
Upon consummation of the merger with Bank of Weirton and Vandalia
National Corporation, WesBanco will operate a total of 42 offices in
both West Virginia and Ohio.
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