Page 1 of 28 pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
COMMERCIAL BANCSHARES, INCORPORATED
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(Name of Issuer)
Common Stock, par value $5.00 per share
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(Title of Class of Securities)
201143 10 4
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(CUSIP Number)
Edward M. George, President
Wesbanco, Inc.
Bank Plaza
Wheeling, WV 26003
(304) 234-9202
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
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CUSIP NO. 201143 10 4 Page 2 of 28 pages
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Schedule 13D
1. NAME OF REPORTING PERSON Wesbanco, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 55-0571723
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) / /
(b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS BK, WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION West Virginia
NUMBER OF SHARES 7. SOLE VOTING POWER 4,210(1)
BENEFICIALLY OWNED 8. SHARED VOTING POWER 0(1)
BY EACH REPORTING 9. SOLE DISPOSITIVE POWER 4,210(1)
PERSON WITH 10. SHARED DISPOSITIVE POWER 0(1)
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,210(1)
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%(2)
14. TYPE OF REPORTING PERSON HC
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(1) The Reporting Person has entered into a Stock Option Agreement dated as of
September 12, 1997 covering 321,620 shares of Commercial Common Stock (as
defined herein) or approximately 16.6% of the shares that would be outstanding
following the exercise thereof. Unless and until the option granted thereunder
is exercised, the Reporting Person disclaims beneficial ownership of the shares
covered thereby.
(2) The 4,210 shares of Commercial Common Stock (as defined herein) owned by
the Reporting Person represents .002% of the total outstanding shares of
Commercial Common Stock.
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This Schedule 13D is being filed in connection with the Letter of
Agreement dated September 12, 1997 (the "Letter Agreement"), between Wesbanco,
Inc., a West Virginia corporation ("Wesbanco") and Commercial Bancshares,
Incorporated, a West Virginia corporation ("Commercial"), pursuant to which
Commercial will be merged with and into a newly formed subsidiary of Wesbanco
and the outstanding Common Stock, par value $5.00 per share of Commercial
("Commercial Common Stock"), will be converted into shares of common stock of
Wesbanco. In connection with the transactions contemplated by the Letter
Agreement, Wesbanco and Commercial entered into an Option Agreement dated as of
September 12, 1997 (the "Option Agreement") pursuant to which Commercial granted
Wesbanco an option to purchase up to 321,620 shares of Commercial Common Stock
at an exercise price of $50.00 per share, with the number of shares and exercise
price subject to adjustment in certain circumstances as provided therein.
COPIES OF THE LETTER AGREEMENT AND THE OPTION AGREEMENT ARE ATTACHED
HERETO AS EXHIBIT 1 AND EXHIBIT 2, RESPECTIVELY, AND ARE INCORPORATED HEREIN BY
REFERENCE. THE DESCRIPTIONS OF THE LETTER AGREEMENT AND THE OPTION AGREEMENT
CONTAINED IN THIS SCHEDULE 13D ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO
THE COMPLETE TEXT OF SUCH EXHIBITS.
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule
13D relates is the common stock, par value $5.00 per share, of Commercial
Bancshares, Incorporated. The principal executive offices of Commercial
Bancshares, Incorporated are located at 415 Market Street, Parkersburg, West
Virginia 26101.
Item 2. Identity and Background
This statement is being filed by on behalf of Wesbanco, Inc., a West
Virginia corporation. The principal executive offices of Wesbanco are located at
Bank Plaza, Wheeling, West Virginia 26003. Wesbanco is a bank holding company
registered under the Bank Holding Company Act of 1956, as amended, and is
principally engaged in the business of managing and controlling banks and
activities closely related to banking.
Annex I attached hereto and incorporated herein by reference sets
forth the following information with respect to each director and executive
officer of Wesbanco: (a) name; (b) residence or business address; and (c)
present principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment is
conducted. All of the directors and executive officers of Wesbanco identified on
Annex I are United States citizens.
During the last five years, neither Wesbanco nor, to the knowledge
of Wesbanco, any of the persons named in Annex I (i) has been convicted in a
criminal proceeding (excluding
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CUSIP NO. 201143 10 4 Page 4 of 28 pages
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traffic violations or similar misdemeanors); or (ii) has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to the Option Agreement, Commercial granted Wesbanco an
option to purchase up to 321,620 shares of Commercial Common Stock (the
"Option"), subject to adjustment in certain circumstances as provided therein.
The exercise price under the Option Agreement is $50.00 per share, subject to
adjustment as provided therein, and the aggregate amount of funds required to
exercise the Option in full would be $16,081,000. If and when the Option is
exercised, Wesbanco's source of funds would be either working capital or funds
borrowed from one or more banks in the ordinary course of business; the identity
of such bank or banks has not yet been determined.
Item 4. Purpose of Transaction
Wesbanco and Commercial have entered into the Letter Agreement,
which contemplates the merger ("Merger") of Commercial with and into a
newly-formed subsidiary of Wesbanco. Pursuant to the Letter Agreement, each
share of Commercial Common Stock outstanding on the effective date of the Merger
would be converted into 2.85 shares of the common stock, par value $2.0833 per
share of Wesbanco ("Wesbanco Common Stock"). Consummation of the transactions
contemplated by the Letter Agreement are subject to the satisfaction of certain
conditions precedent, including among other things, the negotiation of a
definitive agreement and plan of merger.
Wesbanco has entered into the Option Agreement in order to
facilitate consummation of the Merger and the other transactions contemplated by
the Letter Agreement. See also Item 6 hereof for a description of certain other
provisions of the Letter Agreement and the Option Agreement.
If the Merger is consummated, the separate corporate existence of
Commercial shall cease, and all outstanding shares of Commercial Common Stock
will be converted into Wesbanco Common Stock. As a result, Commercial Common
Stock will cease to be authorized, to be quoted in an inter-dealer quotation
system of a registered national securities association and will become eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934.
Except as otherwise set forth in Items 4, 5 and 6 hereof and the
Exhibits to this Schedule 13D, Wesbanco does not now have any plans or proposals
which relate to or would result in any of the actions specified in clauses (a)
through (j), inclusive of Item 4 of Schedule 13D.
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Item 5. Interest in Securities of the Issuer
The 321,620 shares of Commercial Common Stock subject to the Option
represent approximately 16.8% of the 1,937,807 shares of Commercial Common Stock
that would be issued and outstanding upon exercise of the Option in full. Unless
and until the Option is exercised, Wesbanco disclaims beneficial ownership of
the shares of Commercial Common Stock subject to the Option. Accordingly,
Wesbanco has no voting rights with respect to the shares of Commercial Common
Stock subject to the Option.
As of the date hereof, Wesbanco holds an aggregate of 4,210 shares
of Commercial Common Stock. The shares were purchased on various dates through a
registered broker on the open market. Two such purchases were made within the
last 60 days of the date hereof. On August 13, 1997 Wesbanco purchased on the
open market through a registered broker, 200 shares of Commercial Common Stock
for $46.90 a share. Another purchase was made on August 7, 1997 on the open
market through a registered broker, of 1,500 shares of Commercial Common Stock
at a purchase price of $46.65 per share. Wesbanco has the sole power to vote and
the sole power to dispose of the 4,210 shares of Commercial Common Stock owned
by it.
Except as otherwise described herein, neither Wesbanco, nor to the
best of Wesbanco's knowledge, any of the persons listed on Annex I hereto, has
effected any transaction with respect to Commercial Common Stock within the past
60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Letter Agreement
A description of selected provisions of the Letter Agreement is set
forth below. Such description is qualified in its entirety by reference to the
Letter Agreement filed as Exhibit 1 hereto, which is incorporated by reference
herein in its entirety.
The Letter Agreement provides that, on the effective date of the
Merger, each share of Commercial Common Stock outstanding immediately prior to
such date will be converted into 2.85 shares of Wesbanco Common Stock. The
Letter Agreement provides that Commercial, except for shares that may become
issuable pursuant to the Option Agreement and except for a minimum of 116,000
shares and maximum of 142,000 shares issuable by Commercial in a proposed
acquisition of another bank holding company, will not issue any shares of
Commercial Common Stock or grant any options for Commercial Common Stock or
preferred stock.
The Letter Agreement provides that the Merger is subject to the
satisfaction of certain conditions precedent, including (a) negotiation of a
definitive agreement and plan of
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merger; (b) completion of due diligence investigations reasonably satisfactory
to Wesbanco and Commercial within 14 days of the Letter Agreement; (c) receipt
of all necessary contractual, creditor and regulatory approvals for the Merger
and expiration of all waiting periods required by law; (d) compliance with the
Securities Act of 1933, as amended, and applicable state securities laws,
including filing a registration statement with the Securities and Exchange
Commission; (e) compliance with all applicable federal and state laws and
regulations concerning the Merger, the absence in all orders, decrees or
advisory letters of regulatory authorities concerning the Merger of any
conditions reasonably deemed objectionable to Wesbanco and the absence of any
actual or threatened litigation under federal antitrust laws; (f) receipt of
certain tax opinions; (g) the taking by Wesbanco and Commercial of all necessary
corporate and shareholder action; (h) receipt by Wesbanco of certain accounting
letters; and (i) receipt by Commercial of a fairness opinion from its financial
advisor. Wesbanco's obligations to consummate the Merger are also subject to the
condition that there be no material adverse change in the financial and other
conditions of Commercial since June 30, 1997.
The Letter Agreement may be terminated by either Wesbanco or
Commercial if a definitive agreement and plan of merger is not executed by
September 30, 1997, or if the Merger is not consummated by March 31, 1998, or if
the market value (as to be defined in the definitive agreement), of Wesbanco
Common Stock falls below $25 per share. During the term of the Letter Agreement,
Commercial may not solicit or initiate discussions, negotiations or agreements
with any person or entity other than Wesbanco concerning a merger, share
exchange, acquisition or other business combination or change in control of
Commercial.
Option Agreement
A description of selected provisions of the Option Agreement is set
forth below. Such description is qualified in its entirety by reference to the
Option Agreement filed as Exhibit 2 hereto, which is incorporated by reference
herein in its entirety.
The Option Agreement provides for the purchase by Wesbanco of up to
321,620 shares of Commercial Common Stock at an exercise price of $50.00 per
share (the "Option Price"); provided, however, that in the event Commercial
issues or agrees to issue any shares of Commercial Common Stock (other than as
permitted under the Letter Agreement) at a price less than $50.00 per share, the
exercise price shall be equal to such lesser price. In the event of any change
in Commercial Common Stock by reason of stock dividends, split-ups, mergers,
recapitalizations, combinations, exchanges of shares or the like, the type and
number of shares subject to the Option, and/or the purchase price per share,
shall be adjusted appropriately. Also, in the event that any additional shares
of Commercial Common Stock are issued or otherwise become outstanding after the
date of the Option Agreement (other than pursuant to the Option Agreement), the
number of shares of Commercial Common Stock subject to the Option shall be
adjusted so that, after such issuance, it equals 19.9% of the number of shares
of Commercial Common Stock then issued and outstanding without giving effect to
any shares subject or issued pursuant to the Option.
Provided that Wesbanco is not in material breach of the agreements
and covenants contained in the Letter Agreement, Wesbanco may exercise the
Option only upon the occurrence
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of certain events (each, a "Purchase Event"). The Option Agreement provides that
a Purchase Event shall mean the occurrence of any of the following events after
the date of execution of the Option Agreement: (i) any person (other than
Wesbanco, an affiliate thereof, Commercial or any Commercial subsidiary) shall
have commenced a bona fide tender or exchange offer to purchase shares of
Commercial Common Stock such that upon consummation of such offer such person
would own or control 15% or more of the outstanding shares of Commercial Common
Stock; (ii) any person (other than Commercial or any Commercial subsidiary),
other than in connection with a transaction to which Wesbanco has given its
prior written consent, shall have filed an application or notice with any
federal or state regulatory agency for clearance or approval, to (x) merge,
consolidate or enter into any similar transaction with Commercial or any of its
subsidiaries, (y) purchase, lease or otherwise acquire all or substantially all
of the assets of Commercial or any of its subsidiaries, or (z) purchase or
otherwise acquire (including by way of merger, consolidation, share exchange or
any similar transaction) securities representing 51% or more of the voting power
of Commercial or any of its subsidiaries; (iii) any other person (other than
Wesbanco, an affiliate thereof, Commercial, any subsidiary thereof, or any
Wesbanco subsidiary or Commercial subsidiary in a fiduciary capacity) shall have
acquired beneficial ownership or the right to acquire beneficial ownership of
15% or more of the outstanding shares of Commercial Common Stock; (iv) any
person (other than Commercial or any of its subsidiaries) shall have made a bona
fide proposal to Commercial by public announcement or written communication that
is or becomes the subject of public disclosure to (x) acquire Commercial or any
of its subsidiaries by merger, consolidation, purchase of all or substantially
all of its assets or any other similar transaction, or (y) make an offer
described in clause (i) above; or (v) Commercial shall have willfully breached
Section 7.21(d) of the definitive agreement and plan of merger being negotiated
by Wesbanco and Commercial which breach would entitle Wesbanco to terminate the
definitive agreement and plan of merger and such breach shall not have been
cured prior to the date on which Wesbanco shall notify Commercial of its intent
to exercise the Option.
The Option may be exercised in whole or in part, at one or more
closings, and may be exercised at any time if a Purchase Event shall have
occurred and be continuing and before the Option Agreement is terminated. The
Option Agreement provides that to the extent that it shall have not been
exercised, the Option shall terminate (a) on the effective date of the Merger;
(b) upon the termination of either of the Merger Agreement in accordance with
the respective provisions thereof (other than a termination resulting from a
willful breach by Commercial of Section 7.21(d) of the definitive agreement and
plan of merger or following the occurrence of a Purchase Event, failure of
Commercial's shareholders to approve the agreement and plan of merger by the
vote required under applicable law); or (c) six months after termination of the
agreement and plan of merger due to a willful breach by Commercial of Section
7.21(d) of the definitive agreement and plan of merger or, following the
occurrence of a Purchase Event, failure to Commercial's shareholders to approve
the definitive agreement and plan of merger by the vote required under
applicable law.
If at any time during the eighteen months immediately following the
first purchase of shares of Commercial Common Stock pursuant to the Option,
Wesbanco desires to sell, assign, transfer or otherwise dispose of all or any of
the shares of Commercial Common Stock acquired by it pursuant to the Option, it
will offer Commercial an opportunity to purchase such shares on
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the same terms and conditions and at the same price at which Wesbanco is
proposing to transfer such shares to a third party, subject to the provisions
and exceptions set forth in the Option Agreement.
Upon the consummation of a Purchase Event such that (i) a merger,
consolidation, purchase, lease or acquisition of all or substantially all of the
assets of Commercial, purchase or other acquisition of securities representing
51% or more of the voting power of Commercial or any subsidiary of Commercial
has been consummated, or (ii) a willful breach under Section 7.21(d) of the
definitive agreement and plan of merger has occurred so that Wesbanco would be
entitled to terminate such agreement, and prior to the expiration of the Option
in accordance with the terms of the Option Agreement, at the request of
Wesbanco, Commercial shall repurchase the Option from Wesbanco at a price equal
to the difference between the market/offer price (as defined in the Option
Agreement) for shares of Commercial Common Stock and the Option Price,
multiplied by the number of shares for which the Option being surrendered
hereunder may then be exercised but only if the market/offer price is greater
than the Option Price.
The Option Agreement provides that at the request of Wesbanco,
Commercial will file a registration statement in order to permit the sale or
other disposition of the shares of Commercial Common Stock that have been
acquired upon exercise of the Option with the intended method of sale or other
disposition requested by Wesbanco. Commercial will use its best efforts to cause
such registration statement first to become effective and then to remain
effective for such period not in excess of 270 days from the day such
registration statement first becomes effective as may be reasonably necessary to
effect such sales or other dispositions.
Christopher V. Criss, a member of Wesbanco's Board of Directors is
the President and Chief Executive Officer, a Director and a shareholder of Atlas
Towing Co. ("Atlas"). Atlas is the holder of 39,023 shares of Commercial Common
Stock representing 2.0% of the total outstanding shares of Commercial Common
Stock. Also, Mr. Criss's brother, A. Vernon Criss, III, is a member of
Commercial's Board of Directors and a shareholder of Atlas as well. Atlas has
the sole power to vote and the sole power to dispose of the 39,023 shares of
Commercial Common Stock owned by it.
Other than pursuant to the provisions of the Letter Agreement and
the Option Agreement described in this Schedule 13D, except for Commercial
Common Stock to be issued in connection with a proposed acquisition, and as
otherwise described herein, neither Wesbanco nor any of the persons named in
Annex I attached hereto has any contracts, arrangements, understandings or
relationships (legal or otherwise) with respect to any securities of Commercial,
including but not limited to transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies.
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Item 7. Material to Be Filed as Exhibits.
Exhibit No. Description
1. Letter Agreement and Plan of Merger, dated as of September 12,
1997, between Wesbanco, Inc. and Commercial Bancshares,
Incorporated (filed herewith).
2. Stock Option Agreement dated September 12, 1997, between
Wesbanco, Inc. and Commercial Bancshares, Incorporated (filed
herewith).
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Statement is true, complete and
correct.
WESBANCO, INC.
By: /s/ Paul M. Limbert
---------------------------------------------
Paul M. Limbert
Executive Vice President - Credit
Administration and Chief Financial Officer
Date: September 22, 1997
<PAGE>
ANNEX I
DIRECTORS AND EXECUTIVE OFFICERS OF
WESBANCO, INC.
EXECUTIVE OFFICERS:
NAME AND PRESENT
PRINCIPAL OCCUPATION BUSINESS OR RESIDENTIAL ADDRESS:
James C. Gardill Bank Plaza
Chairman of the Board Wheeling, WV 26003
Wesbanco, Inc.
Robert H. Martin Bank Plaza
Vice Chairman Wheeling, WV 26003
Wesbanco, Inc.
Edward M. George Bank Plaza
President and Chief Executive Wheeling, WV 26003
Officer
Wesbanco, Inc.
Paul M. Limbert Bank Plaza
Executive Vice President-Credit Wheeling, WV 26003
Administration and Chief
Financial Officer
Wesbanco, Inc.
Dennis P. Yaeger Bank Plaza
Executive Vice President and Wheeling, WV 26003
Chief Operating Officer
Wesbanco, Inc.
John W. Moore, Jr. Bank Plaza
Senior Vice President-Human Wheeling, WV 26003
Resources
Wesbanco, Inc.
Jerome B. Schmitt Bank Plaza
Senior Vice President - Wheeling, WV 26003
Investments
Wesbanco, Inc.
Larry L. Dawson Bank Plaza
Vice President Wheeling, WV 26003
Wesbanco, Inc.
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EXECUTIVE OFFICERS:
NAME AND PRESENT
PRINCIPAL OCCUPATION BUSINESS OR RESIDENTIAL ADDRESS:
Jerry A. Halverson Bank Plaza
Vice President Wheeling, WV 26003
Wesbanco, Inc.
Edward G. Sloane Bank Plaza
Vice President-Data Processing Wheeling, WV 26003
Wesbanco, Inc.
DIRECTORS:
NAME AND PRESENT
PRINCIPAL OCCUPATION: BUSINESS OR RESIDENTIAL ADDRESS:
Frank K. Abruzzino P. O. Box 2190
Lawyer Bank One Center
Steptoe & Johnson Clarksburg, WV 26302
James E. Altmeyer 1400 Eoff Street
President Wheeling, WV 26003
Altmeyer Funeral Homes, Inc.
Earl C. Atkins P. O. Box 40
President Morgantown, WV 26505
City Neon, Inc.
Charles J. Bradfield 62170 Birch Drive
Retired Barnesville, OH 43713
Ray A. Byrd 1000 Mull Center
Lawyer Wheeling, WV 26003
Schrader Byrd, Companion & Gurley
R. Peterson Chalfant Suite 3, Ohio Valley Towers
Lawyer, Partner P. O. Box 39
Chalfant, Henderson & Dondzila Steubenville, OH 43952
12
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DIRECTORS:
NAME AND PRESENT
PRINCIPAL OCCUPATION: BUSINESS OR RESIDENTIAL ADDRESS:
Christopher V. Criss P. O. Box 1632
President & Chief Executive Parkersburg, WV 26101
Officer
Atlas Towing Co.
Stephen F. Decker P. O. Box 1152
Executive Vice President Fairmont, WV 26554
Wesbanco Bank Fairmont
James D. Entress 5200 N. Ocean Drive
Retired Apt. 201 Corniche
Singer Island, FL 33404
Ernest S. Fragale 1130 Johnson Avenue
President Bridgeport, WV 26330
Wesbanco Mortgage Company
Roland L. Hobbs 39 Shawnee Hills
Chairman Wheeling, WV 26003
Wheeling Park Commission
John W. Kepner 1308 Chapline Street
Mortician, President Wheeling, WV 26003
Kepner Funeral Homes, Inc.
Frank R. Kerekes P. O. Box 1152
President and Chief Executive Fairmont, WV 26554
Officer
Wesbanco Bank Fairmont, Inc.
George M. Molnar 3877 Palisades Drive
Retired Weirton, WV 26062
Eric Nelson P. O. Box 186
President Charleston, WV 25321
Nelson Enterprises (investments)
Melvin C. Snyder, Jr. P. O. Box 39
Lawyer Kingwood, WV 26537
Joan C. Stamp 21 Bethany Pike
Wheeling, WV 26003
13
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DIRECTORS:
NAME AND PRESENT
PRINCIPAL OCCUPATION: BUSINESS OR RESIDENTIAL ADDRESS:
Carter W. Strauss 35th & McColloch Streets
President Wheeling, WV 26003
Strauss Industries, Inc.
Reed J. Tanner P. O. Box 1556
Certified Public Accountant, Morgantown, WV 26507
Partner
Tanner & Tanner
John A. Welty 76-16th Street
Secretary-Treasurer Wheeling, WV 26003
Welty Buick, Pontiac, GMC Truck
William E. Witschey North and Main Streets
President New Martinsville, WV 26155
Witschey's Market, Inc.
14
<PAGE>
EXHIBIT INDEX
Exhibit No. Description Page
1. Letter of Intent, dated as of September 12, 1997
between Wesbanco, Inc. and Commercial Bancshares,
Incorporated
2. Stock Option Agreement, dated as of September 12,
1997, between Wesbanco, Inc. and Commercial Bancshares
Incorporated
15
<PAGE>
September 12, 1997
HIGHLY CONFIDENTIAL
Board of Directors
Commercial Bancshares, Inc.
415 Market Street
Parkersburg, WV 26101
Attention: William E. Mildren, Jr.
Chairman of the Board, President
and Chief Executive Officer
Ladies and Gentlemen:
On behalf of Wesbanco, Inc. ("Wesbanco"), I am pleased to make the
following binding offer to acquire Commercial Bancshares, Inc. ("Commercial")
on the terms set forth in this letter.
1. STRUCTURE; VALUATION AND CONSIDERATION; COMMERCIAL CAPITALIZATION. The
transaction would be structured as a statutory merger of Commercial into a
newly-formed subsidiary of Wesbanco (the "Merger"). Wesbanco and Commercial
would use their best efforts to make the Merger effective on or before January
31, 1998, or, if applicable law or regulatory authorities do not permit the
Merger to be effective by this date, as soon as practicable thereafter, but not
later than March 31, 1998.
In the Merger, each share of Commercial common stock shall be converted
into the shares of Wesbanco common stock, determined in accordance with the
Exchange Ratio. The "Exchange Ratio" shall be 2.85 shares of Wesbanco Common
Stock for each share of Commercial Common Stock, subject to adjustment in the
event of any stock split, stock dividend or similar event.
Commercial has 1,616,187 shares of common stock issued and outstanding and
no outstanding options to purchase shares of Commercial common stock. Except for
shares that may become issuable pursuant to the Stock Option Agreement (referred
to below) and a minimum of 116,000 and a maximum of 142,000 shares issuable in
Commercial's acquisition of Gateway Bancshares, Inc., no additional shares of
Commercial common stock will be issued, and no options for Commercial common
stock or Commercial preferred stock will be granted, between the date of this
letter and the effective date of the Merger.
16
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2. STOCK OPTION AGREEMENT. Simultaneously with the execution of this
binding letter of agreement, Wesbanco and Commercial are entering into a Stock
Option Agreement pursuant to which Commercial will grant Wesbanco an option to
purchase 321,620 of its authorized but unissued shares of common stock at $50
cash per share, exercisable in certain events.
3. CERTAIN CONDITIONS. The Merger would be subject to satisfaction of
certain conditions precedent usual for transactions of this type, including the
following:
(a) Negotiation of a definitive agreement and plan of merger (the
"Agreement") incorporating the agreements expressed in this letter and
other terms and conditions usual for contracts of that type. Wesbanco and
Commercial would negotiate the Agreement in good faith, and we believe we
should be able to execute the Agreement by September 19, 1997. If we are
unable to execute the Agreement by September 30, 1997, however, either
Wesbanco or Commercial may terminate this letter of agreement, with no
liability one to the other.
(b) Completion of "due diligence" investigations reasonably
satisfactory to both parties within 14 calendar days of the execution of
this letter.
(c) Receipt of all necessary contractual, creditor, and regulatory
approvals for the Merger, including approvals of the Board of Governors of
the Federal Reserve System; the West Virginia Department of Banking; and
any other federal or state regulatory authority having jurisdiction over
the Merger, and the expiration of all waiting periods required by law.
(d) Compliance with the requirements of the Securities Act of 1933
and applicable state securities laws, including filing a registration
statement covering Wesbanco common stock issuable in the Merger with the
Securities and Exchange Commission.
(e) Compliance with all applicable federal and state laws and
regulations concerning the Merger, the absence in all orders, decrees or
advisory letters of regulatory authorities concerning the Merger of any
conditions or requirements reasonably deemed objectionable to Wesbanco,
and the absence of any actual or threatened litigation under federal
antitrust laws. Wesbanco and Commercial agree to cooperate in taking all
reasonable necessary steps to obtain regulatory and corporate approvals,
including, as respects meetings of Wesbanco and Commercial shareholders,
the favorable vote of holders of the requisite majority of outstanding
Wesbanco and Commercial capital stock.
(f) The receipt by Wesbanco and Commercial of opinions of counsel
to the effect that the Merger constitutes a tax-free reorganization for
federal income tax purposes.
(g) The taking by Wesbanco and Commercial of all corporate action
necessary for the Merger by (i) the board of directors and shareholders of
Commercial and (ii) the
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board of directors and shareholders of Wesbanco, as and to the extent
required by law and their respective charters and bylaws. Commercial's
Board of Directors has approved the financial terms of the Merger.
(h) Receipt by Wesbanco of an acceptable letter from Ernst & Young,
LLP to the effect that the Merger can be accounted for as a "pooling of
interests."
(i) Receipt by Commercial of a "fairness opinion" from Danielson
Associates, its financial advisors. Such an opinion has been delivered
orally to Commercial's Board of Directors.
4. INDEMNIFICATION. Wesbanco agrees to provide indemnification to the
directors and officers of Commercial following the effective date of the Merger
to the same extent as if Commercial were maintaining its separate existence
after such time.
5. NO MATERIAL ADVERSE CHANGE. The obligation of Wesbanco to consummate
the Merger would be subject to the condition that, on the effective date of the
Merger, since June 30, 1997, there shall have been no material change not
previously agreed to by Wesbanco in Commercial's capital structure, dividend
policy, material contracts, branches, financial condition, credit policies, loan
charge-off policies, reserve requirements and securities portfolio management
policies, all to be described in detail in the Agreement.
6. OTHER PROPOSALS. Between the date of this letter and the earlier of the
termination of this letter or the execution of the Agreement, Commercial shall
not, and Commercial shall use its best efforts to ensure that its directors,
officers and advisors do not, institute, pursue, or, subject to the fiduciary
obligations of Commercial's Board of Directors to its shareholders, enter into
any discussions, negotiations, or agreements (whether preliminary or definitive)
with any person or entity other than Wesbanco contemplating or providing for any
merger, share exchange, acquisition, purchase or sale of a significant amount of
assets, or other business combination or change in control of Commercial.
7. EXPENSES. Each party shall bear its own expenses in connection with
the implementation of this letter of intent, regardless of whether or not the
definitive Agreement is executed.
8. TERMINATION. The Agreement will provide for the right of either party
to elect to terminate the Merger in the event the Merger is not consummated by
March 31, 1998, and if the market value (as defined in the Agreement) of
Wesbanco stock should fall below $25 per share.
9. BINDING LETTER OF AGREEMENT. This is a binding letter of agreement
that legally commits the parties to the Merger. The parties agree to negotiate
in good faith the Agreement, which will contain terms and conditions usual to
transactions of this type, and into which this binding letter of agreement will
be merged.
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Very truly yours,
WESBANCO, INC.
By /s/ Edward M. George
-----------------------------------
Edward M. George
President and Chief
Executive Officer
EMS/sls
Accepted and agreed to pursuant
to authorization of the Board of
Directors
COMMERCIAL BANCHARES, INC.
By /s/ Larry G. Johnson
--------------------------------
Larry G. Johnson
Secretary
Dated: September 12, 1997
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STOCK OPTION AGREEMENT
This STOCK OPTION AGREEMENT ("Option Agreement") dated as of the 12th day
of September, 1997, by and between WESBANCO, INC., a West Virginia corporation
("Wesbanco") and COMMERCIAL BANCSHARES, INCORPORATED, a West Virginia
corporation ("Commercial").
WITNESSETH:
WHEREAS, the Boards of Directors of Wesbanco and Commercial have approved
a Binding Letter of Intent ("Agreement"), which contemplates the merger of
Commercial with and into CBI Corporation, a West Virginia corporation and
wholly-owned subsidiary of Wesbanco ("CBI"), with CBI continuing as the
surviving corporation; subject to the execution of a definitive merger agreement
which the parties agree to negotiate in good faith, and
WHEREAS, as a condition to Wesbanco's entry into the Agreement and to
induce such entry, Commercial has agreed to grant to Wesbanco the option set
forth herein to purchase authorized but unissued shares of common stock, par
value $5.00 per share of Commercial ("Commercial Common Stock");
NOW, THEREFORE, in consideration of the premises herein contained, the
parties agree as follows:
1. DEFINITIONS. Capitalized terms which are to be defined in the Merger
Agreement and used herein shall have the same meanings as in the Merger
Agreement. The parties have prepared a draft of said Merger Agreement and
incorporate the referenced provisions of said draft language into this Agreement
as if set forth herein verbatim. A copy of said draft Merger Agreement is
attached hereto as Exhibit A (hereinafter "Merger Agreement").
2. GRANT OF OPTION. Subject to the terms and conditions set forth herein,
Commercial hereby grants to Wesbanco an option ("Option") to purchase up to
321,620 shares of Commercial Common Stock, at a price of $50.00 per share (the
"Option Price") payable in cash as provided in Section 4 hereof; provided,
however, that in the event Commercial issues or agrees to issue any shares of
Commercial Common Stock (other than as permitted under the Agreement) at a price
less than $50.00 per share (as adjusted pursuant to Section 6 hereof), the
exercise price shall be equal to such lesser price.
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3. EXERCISE OF OPTION.
a. Provided that Wesbanco is not in material breach of the
agreements and covenants contained in the Agreement, Wesbanco may exercise
the Option, in whole or in part, at any time or from time to time if a
Purchase Event (as defined below) shall have occurred and be continuing;
provided that to the extent the Option shall not have been exercised, it
shall terminate and be of no further force and effect (i) on the Effective
Date of the Merger or (ii) upon termination of the Merger Agreement in
accordance with the provisions thereof (other than a termination resulting
from a willful breach by Commercial of Section 7.21(d) of the Merger
Agreement or, following the occurrence of a Purchase Event, failure of
Commercial's shareholders to approve the Merger Agreement by the vote
required under applicable law), or (iii) six months after termination of
the Merger Agreement due to a willful breach by Commercial of Section
7.21(d) of the Merger Agreement or, following the occurrence of a Purchase
Event, failure of Commercial's shareholders to approve the Merger
Agreement by the vote required under applicable law; and provided further
that any such exercise shall be subject to compliance with applicable
provisions of law.
b. As used herein, a "Purchase Event" shall mean any of the
following events or transactions occurring after the date hereof:
(i) any person (other than Commercial, any Commercial
Subsidiary, Wesbanco or any affiliate of Wesbanco) shall have
commenced a bona fide tender or exchange offer to purchase shares of
Commercial Common Stock such that upon consummation of such offer
such person would own or control 15% or more of the outstanding
shares of Commercial Common Stock;
(ii) any person (other than Commercial or any Commercial
Subsidiary), other than in connection with a transaction to which
Wesbanco has given its prior written consent, shall have filed an
application or notice with any federal or state regulatory agency
for clearance or approval, to (x) merge or consolidate, or enter
into any similar transaction, with Commercial or any Commercial
Subsidiary, (y) purchase, lease or otherwise acquire all or
substantially all of the assets of Commercial or any Commercial
Subsidiary or (z) purchase or otherwise acquire (including by way of
merger, consolidation, share exchange or any similar transaction)
securities representing 51% or more of the voting power of
Commercial or any Commercial Subsidiary;
(iii) any person (other than Commercial, any Commercial
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Subsidiary, the Commercial Subsidiaries in a fiduciary capacity,
Wesbanco, affiliates of Wesbanco or subsidiaries of Wesbanco in a
fiduciary capacity) shall have acquired after the date hereof
beneficial ownership or the right to acquire beneficial ownership of
15% or more of the outstanding shares of Commercial Common Stock
(the term "beneficial ownership" for purposes of this Option
Agreement having the meaning assigned thereto in Section 13(d) of
the Exchange Act and the regulations promulgated thereunder);
(iv) any person (other than Commercial or any Commercial
Subsidiary) shall have made a bona fide proposal to Commercial by
public announcement or written communication that is or becomes the
subject of public disclosure to (x) acquire Commercial or any
Commercial Subsidiary by merger, consolidation, purchase of all or
substantially all of its assets or any other similar transaction, or
(y) make an offer described in clause (i) above; or
(v) Commercial shall have willfully breached Section 7.21(d)
of the Merger Agreement, which breach would entitle Wesbanco to
terminate such Merger Agreement and such breach shall not have been
cured prior to the Notice Date (as defined below).
If more than one of the transactions giving rise to a Purchase Event under this
Section 3(b) is undertaken or effected, then all such transactions shall give
rise only to one Purchase Event, which Purchase Event shall be deemed continuing
for all purposes hereunder until all such transactions are abandoned. As used in
this Option Agreement, "person" shall have the meanings specified in Sections
3(a)(9) and 13(d)(3) of the Exchange Act.
c. In the event Wesbanco wishes to exercise the Option, it shall
send to Commercial a written notice (the date of which being herein
referred to as "Notice Date") specifying (i) the total number of shares it
will purchase pursuant to such exercise, and (ii) a place and date not
earlier than three business days nor later than 60 business days from the
Notice Date for the closing of such purchase ("Closing Date"); provided
that if prior notification to or approval of any federal or state
regulatory agency is required in connection with such purchase, Wesbanco
shall promptly file the required notice or application for approval and
shall expeditiously process the same and the period of time that otherwise
would run pursuant to this sentence shall run instead from the date on
which any required notification period has expired or been terminated or
such approval has been obtained and any requisite waiting period shall
have passed.
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4. PAYMENT AND DELIVERY OF CERTIFICATES.
a. At the closing referred to in Section 3(c) hereof, Wesbanco shall
pay to Commercial the aggregate purchase price for the shares of
Commercial Common Stock purchased pursuant to the exercise of the Option
in immediately available funds by a wire transfer to a bank account
designated by Commercial.
b. At such closing, simultaneously with the delivery of cash as
provided in subsection (a), Commercial shall deliver to Wesbanco a
certificate or certificates representing the number of shares of
Commercial Common Stock purchased by Wesbanco, and Wesbanco shall deliver
to Commercial a letter agreeing that Wesbanco will not offer to sell or
otherwise dispose of such shares in violation of applicable law or the
provisions of this Option Agreement.
c. Certificates for Commercial Common Stock delivered at a closing
hereunder may be endorsed with a restrictive legend which shall read
substantially as follows:
"The transfer of the shares represented by this certificate is
subject to certain provisions of an agreement between the registered
holder hereof and Commercial Bancshares, Incorporated and to resale
restrictions arising under the Securities Act of 1933, as amended, a
copy of which agreement is on file at the principal office of
Commercial Bancshares, Incorporated. A copy of such agreement will
be provided to the holder hereof without charge upon receipt by
Commercial Bancshares, Incorporated of a written request."
It is understood and agreed that the above legend shall be removed by delivery
of substitute certificate(s) without such legend if Wesbanco shall have
delivered to Commercial a copy of a letter from the staff of the Securities and
Exchange Commission, or an opinion of counsel, in form and substance reasonably
satisfactory to Commercial, to the effect that such legend is not required for
purposes of the Securities Act.
5. REPRESENTATIONS. Commercial hereby represents, warrants and covenants
to Wesbanco as follows:
a. Commercial shall at all times maintain sufficient authorized but
unissued shares of Commercial Common Stock so that the Option may be
exercised without authorization of additional shares of Commercial Common
Stock.
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b. The shares to be issued upon due exercise, in whole or in part,
of the Option, when paid for as provided herein, will be duly authorized,
validly issued, fully paid and nonassessable.
6. ADJUSTMENT UPON CHANGES IN CAPITALIZATION. In the event of any change
in Commercial Common Stock by reason of stock dividends, split-ups, mergers,
recapitalizations, combinations, exchanges of shares or the like, the type and
number of shares subject to the Option, and the purchase price per share, as the
case may be, shall be adjusted appropriately. In the event that any additional
shares of Commercial Common Stock are issued or otherwise become outstanding
after the date of this Option Agreement (other than pursuant to this Option
Agreement), the number of shares of Commercial Common Stock subject to the
Option shall be adjusted so that, after such issuance, it equals 19.9% of the
number of shares of Commercial Common Stock then issued and outstanding without
giving effect to any shares subject or issued pursuant to the Option. Nothing
contained in this Section 6 shall be deemed to authorize Commercial to breach
any provision of the Merger Agreement.
7. REGISTRATION RIGHTS. Commercial shall, if requested by Wesbanco, as
expeditiously as possible file a registration statement on a form of general use
under the Securities Act if necessary in order to permit the sale or other
disposition of the shares of Commercial Common Stock that have been acquired
upon exercise of the Option in accordance with the intended method of sale or
other disposition requested by Wesbanco. Wesbanco shall provide all information
reasonably requested by Commercial for inclusion in any registration statement
to be filed hereunder. Commercial will use its best efforts to cause such
registration statement first to become effective and then to remain effective
for such period not in excess of 270 days from the day such registration
statement first becomes effective as may be reasonably necessary to effect such
sales or other dispositions. In no event shall Commercial be required to effect
more than two registrations hereunder. All expenses of registrations hereunder
shall be borne equally by Commercial and Wesbanco. The filing of any
registration statement hereunder may be delayed for such period of time as may
reasonably be required to facilitate any public distribution by Commercial of
Commercial Common Stock. If requested by Wesbanco, in connection with any such
registration, Commercial will become a party to any underwriting agreement
relating to the sale of such shares, but only to the extent of obligating itself
in respect of representations, warranties, indemnities and other agreements
customarily included in such underwriting agreements. Upon receiving any request
from Wesbanco or assignee thereof under this Section 7, Commercial agrees to
send a copy thereof to Wesbanco and to any assignee thereof known to Commercial,
in each case by promptly mailing the same, postage prepaid, to the address of
record of the persons entitled to receive such copies.
8. SEVERABILITY. If any term, provision, covenant or restriction contained
in this Option Agreement is held by a court or a federal or state regulatory
agency of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions and covenants and restrictions contained in
this Option Agreement shall remain in full force and effect, and shall in no way
be affected, impaired or invalidated. If for any reason such court or regulatory
agency determines that the Option will not permit the holder to acquire the full
number
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<PAGE>
of shares of Commercial Common Stock provided in Section 2 hereof (as
adjusted pursuant to Section 6 hereof), it is the express intention of
Commercial to allow the holder to acquire such lesser number of shares as may be
permissible, without any amendment or modification hereof.
9. PUT-BACK RIGHTS.
a. Upon the consummation of any Purchase Event described in Section
3(b)(ii) or (v) hereof such that (i) a merger, consolidation, purchase,
lease or acquisition of all or substantially all of the assets of
Commercial, purchase or other acquisition of securities representing 51%
or more of the voting power of Commercial or any Commercial Subsidiary has
been consummated, or (ii) a willful breach under Section 7.21(d) of the
Merger Agreement has occurred so that Wesbanco would be entitled to
terminate the Merger Agreement, and prior to the expiration of the Option
in accordance with the terms hereof, at the request of Wesbanco,
Commercial shall repurchase the Option from Wesbanco at a price (the
"Repurchase Price") equal to the difference between the market/offer price
(as defined below) for shares of Commercial Common Stock and the Option
Price, multiplied by the number of shares for which the Option being
surrendered hereunder may then be exercised but only if the market/offer
price is greater than the Option Price (the market/offer price is defined
as the higher of the price per share at which a tender offer or exchange
offer for 51% or more of the voting securities of Commercial has been made
and consummated, the price per share actually paid by any third party
pursuant to an agreement that has been consummated whereby Commercial has
been merged, consolidated with or otherwise acquired by a third party, and
the highest closing price for Commercial Common Stock within the
four-month period immediately preceding the date Wesbanco gives written
notice of the required repurchase of the Option pursuant to this Section
9). In the event that an exchange offer is made or an agreement is entered
into for a merger or consolidation involving consideration other than
cash, the value of the securities or other property issuable or
deliverable in exchange for Commercial Common shall be determined by a
nationally recognized investment banking firm mutually acceptable to the
parties hereto.
b. Wesbanco may exercise its right to require Commercial to
repurchase the Option pursuant to this Section 9 by giving Commercial
written notice of its exercise of its repurchase right in accordance with
the provisions of this Section 9. Subject to the last proviso of paragraph
9(c) below, as promptly as practicable, and in any event within five
business days after the receipt of such notice or notices relating
thereto, Commercial shall deliver or cause to be delivered to Wesbanco the
Repurchase Price for the Option or the portion thereof which Commercial is
not then prohibited under applicable law and regulation from so
delivering.
c. To the extent that Commercial is prohibited under applicable law
or
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<PAGE>
regulation, or as a result of administrative or judicial action, from
repurchasing the Option in full, Commercial shall immediately so notify
Wesbanco and thereafter deliver or cause to be delivered, from time to
time, to Wesbanco, as appropriate, the portion of the Repurchase Price
which it is no longer prohibited from delivering, within five business
days after the date on which Commercial is no longer so prohibited,
provided, however, that to the extent that Commercial is at the time and
after the expiration of 12 months, so prohibited from delivering to
Wesbanco, the Repurchase Price, in full (and Commercial hereby undertakes
to use its best efforts to receive all required regulatory and legal
approvals as promptly as practicable), Commercial shall deliver to
Wesbanco a new Option evidencing the right of Wesbanco to purchase that
number of shares of Commercial Common Stock obtained by multiplying the
number of shares of Commercial Common Stock for which the Option may at
such time be exercised by a fraction, the numerator of which is the
Repurchase Price less the portion thereof (if any) theretofore delivered
to the Holder and the denominator of which is the Repurchase Price, and
Commercial shall have no further obligation to repurchase such new Option;
and provided, further, that upon receipt of such notice and until five
days thereafter Wesbanco may revoke its notice of repurchase of the Option
by written notice to Commercial at its principal office stating that
Wesbanco elects to revoke its election to exercise its rights to require
Commercial to repurchase the Option, whereupon Commercial will promptly
deliver to Wesbanco the Option and Commercial shall have no further
obligation to repurchase such Option.
10. FIRST REFUSAL. If at any time during the eighteen months immediately
following the first purchase of shares of Commercial Common Stock pursuant to
the Option, Wesbanco shall desire to sell, assign, transfer or otherwise dispose
of all or any of the shares of Commercial Common Stock acquired by it pursuant
to the Option other than in accordance with the put-back rights in Section 9
hereof, it shall give Commercial written notice of the proposed transaction
("Offeror's Notice"), identifying the proposed transferee and setting forth the
terms of the proposed transaction. An Offeror's Notice shall be deemed an offer
by Wesbanco to Commercial, which may be accepted within ten business days of the
receipt of such Offeror's Notice, on the same terms and conditions and at the
same price at which Wesbanco is proposing to transfer such shares to a third
party. Settlement for any shares purchased by Commercial shall be within 15
business days of the date of the acceptance of the offer and the purchase price
shall be paid to Wesbanco in immediately available funds; provided that if prior
notification to or approval of any federal or state regulatory authority is
required in connection with such purchase, Commercial shall promptly file the
required notice or application for approval and shall expeditiously process the
same and the period of time that otherwise would run pursuant to this sentence
shall run instead from the date on which any required notification period has
expired or been terminated or such approval has been obtained and any requisite
waiting period shall have passed. In the event of the failure or refusal of
Commercial to purchase all of the shares covered by the Offeror's Notice or any
applicable regulatory authority shall disapprove Commercial's proposed purchase
of such shares, Wesbanco may sell all, but not less than all, of such shares to
such third party at no less than the price specified and on terms no more
favorable than those set forth in the Offeror's Notice. The requirements of this
Section 9 shall not apply to any disposition (i) as a result of
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<PAGE>
which the proposed transferee would own not more than five percent of the then
outstanding shares of Commercial Common Stock, (ii) of Commercial Common Stock
by a person to which Wesbanco has assigned its rights under the Option in
accordance with Section 11(c) hereof or (iii) pursuant to a registration under
Section 7 hereof.
11. MISCELLANEOUS.
a. EXPENSES. Except as otherwise provided herein, each of the
parties hereto shall bear and pay all costs and expenses incurred by it or
on its behalf in connection with the transactions contemplated hereunder,
including fees and expenses of its own financial consultants, investment
bankers, accountants and counsel.
b. ENTIRE AGREEMENT. Except as otherwise expressly provided herein,
this Option Agreement contains the entire agreement between the parties
with respect to the transactions contemplated hereunder and supersedes all
prior arrangements or understandings with respect thereto, written or
oral. The terms and conditions of this Option Agreement shall inure to the
benefit of and be binding upon the parties hereto and their respective
successors and assigns. Nothing in this Option Agreement, expressed or
implied, is intended to confer upon any party, other than the parties
hereto, and their respective successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Option Agreement,
except as expressly provided herein.
c. ASSIGNMENT. Neither of the parties hereto may assign any of its
rights or obligations under this Option Agreement or the Option created
hereunder to any other person, without the express written consent of the
other party.
d. NOTICES. All notices or other communications which are required
or permitted hereunder shall be in writing and sufficient if delivered in
the manner and to the addresses provided for in or pursuant to Section 17
of the Merger Agreement.
e. COUNTERPARTS. This Option Agreement may be executed in any number
of counterparts, and each such counterpart shall be deemed to be an
original instrument, but all such counterparts together shall constitute
but one agreement.
f. SPECIFIC PERFORMANCE. The parties agree that damages would be an
inadequate remedy for a breach of the provisions of this Option Agreement
by either party hereto and that this Option Agreement may be enforced by
either party
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hereto through injunctive or other equitable relief.
g. GOVERNING LAW. This Option Agreement shall be governed by and
construed in accordance with the laws of the State of West Virginia
applicable to agreements made and entirely to be performed within such
state and such federal laws as may be applicable.
IN WITNESS WHEREOF, each of the parties hereto has executed this Option
Agreement as of the day and year first written above.
WESBANCO, INC.
By Edward M. George
--------------------------------
Its President
COMMERCIAL BANCSHARES,
INCORPORATED
By Larry G. Johnson
--------------------------------
Its Vice President and Chief
Financial Officer
28
