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) December 20, 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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<PAGE> 2
Item 5 - Other Events
On December 20, 1996, WesBanco, Inc. announced the signing of
a Definitive Agreement and Plan of Merger providing for the merger of
Shawnee Bank, Inc. ("Shawnee") located in South Charleston, West Virginia,
with WesBanco Bank South Hills, a wholly-owned subsidiary of WesBanco, Inc.
Under the terms of the Definitive Agreement and Plan of Merger,
shareholders of Shawnee will receive 10.094 shares of WesBanco common stock
for each share of Shawnee common stock. The acquisition, which is based upon
a fixed exchange ratio, will be accounted for as a purchase transaction,
with an approximate value of $9,860,000. Shawnee reported total assets of
approximately $38,600,000, stockholders' equity of approximately
$5,500,000 as of September 30, 1996, and net income of $380,000 or $11.86 per
share, through the third quarter of 1996.
The transaction, which is subject to approval by the appropriate
regulatory authorities and the shareholders of Shawnee, is expected to be
completed in the third quarter of 1997.
WesBanco anticipates issuing up to 323,280 shares of WesBanco
common stock in the exchange. A portion of the shares will be obtained from
Treasury balances with the remaining shares to be purchased in the market.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
20 - Press release dated December 20, 1996, regarding an announcement
of the signing of the Definitive Agreement and Plan of Merger between
WesBanco, Inc. and Shawnee Bank, 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.
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(Registrant)
December 31, 1996
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Date
/s/ Edward M. George
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President & Chief Executive Officer
EXHIBIT 20
NEWS FOR IMMEDIATE RELEASE
December 20, 1996 For Further Information Contact:
Edward M. George
President and CEO (304) 234- 9208
WesBanco, Inc.
or
R. Brawley Tracy
Chairman (304) 768-9761
Shawnee Bank, Inc.
WesBanco and Shawnee Announce Merger
WesBanco, Inc. ("WesBanco") and Shawnee Bank, Inc.
("Shawnee") jointly announce today that they have entered into
a Definitive Agreement and Plan of Merger providing for the
acquisition of Shawnee by WesBanco through a merger of Shawnee
into WesBanco Bank South Hills, a wholly-owned subsidiary of
WesBanco, Inc. The joint announcement was made by Edward M.
George, President and CEO of WesBanco, Inc., and R. Brawley
Tracy, Chairman of the Board of Shawnee.
Shawnee operates one bank with two offices located in
South Charleston and Dunbar, Kanawha County, West Virginia.
WesBanco presently operates two offices of WesBanco Bank South
Hills in Charleston and Sissonville, Kanawha County, West
Virginia.
WesBanco also currently operates four banks and a mortgage
company in West Virginia with 34 offices, and one bank in Ohio
with five offices. Counties served in West Virginia include
Brooke, Cabell, Hancock, Harrison, Kanawha, Marion, Monongalia,
Ohio, Preston, Raleigh, Randolph, Tyler, Wetzel, Wirt, and
Wood, while Belmont and Monroe are being served in Ohio.
Pursuant to the terms of the Agreement, shareholders of
Shawnee will receive 10.094 shares of WesBanco common stock for
each share of Shawnee common stock. Shawnee reported total
assets of $38.6 million and total shareholders equity of $5.5
million at September 30, 1996, and net income of $380,000, or
$11.86 per share, through the third quarter of 1996. The
transaction value is approximately $9,860,000 based upon
WesBanco's recent per share market price of $30.50, or 183% of
Shawnee's book value. This merger, which is based upon a fixed
exchange ratio, will be accounted for as a purchase
transaction.
WesBanco anticipates issuing up to 323,280 shares of
WesBanco common stock in the exchange. A portion of these
shares will be obtained from Treasury balances with the
remaining shares to be purchased in the market.
<PAGE> 2
WesBanco and Shawnee Announce Merger
Page 2
Mr. R. Brawley Tracy and Ms. Brenda H. Robertson,
President of Shawnee Bank, will be elected to the WesBanco Bank
South Hills Board of Directors.
Edward M. George, President and CEO of WesBanco, Inc., commented:
"We are very pleased to have Shawnee join the WesBanco
banking organization. The affiliation of WesBanco and Shawnee
will give WesBanco a greater presence in Charleston, which is
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 Shawnee."
R. Brawley Tracy, Chairman of the Board of Shawnee, 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 decision was also based on the similar
philosophies of the two companies as they relate to customer
services and Shawnee's anticipation that additional financial
services would be available to existing and new customers."
The transaction, which is subject to among other things
approval by the appropriate regulatory authorities and the
stockholders of Shawnee, is expected to be completed during the
third quarter of 1997. LSC Financial, Inc. represented Shawnee
as financial advisor in this transaction.
At September 30, 1996, WesBanco had consolidated assets of
$1.6 billion, deposits at $1.3 billion and net loans of $.9
billion. WesBanco is a multi-bank holding company
headquartered in Wheeling, West Virginia, and operates four
full-service banks in West Virginia and one in Ohio. The
principal subsidiaries include: WesBanco Bank Wheeling,
WesBanco Bank Barnesville, WesBanco Bank Fairmont, WesBanco
Bank Parkersburg, WesBanco Bank South Hills, and WesBanco
Mortgage Company. For the nine months ended September 30,
1996, WesBanco earned $16,073,000 which represents an
annualized return on average assets of 1.4% and an annualized
return on average equity of 10.3%.
On December 17, 1996, the shareholders of Vandalia
National Corporation, Morgantown, West Virginia, approved its
acquisition by WesBanco through a merger of its subsidiary The
National Bank of West Virginia, which operates three offices in
Monongalia County, West Virginia. Consummation of this
transaction is scheduled for December 30, 1996, when The
National Bank of West Virginia will be merged into WesBanco
Bank Fairmont.
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