SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchang Act of 1934
Date of Report (Date of earliest event reported) December 30, 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 30, 1996, WesBanco, Inc. consummated the acquisition of
Vandalia National Corporation ("Vandalia") through a statutory merger of
Vandalia and its wholly-owned subsidiary, the National Bank of West Virginia,
with WesBanco affiliated companies. This acquisition was effected through an
exchange of stock or, at shareholder's election, cash of the Registrant.
Also, holders of Vandalia warrants convertible to Vandalia common stock
received cash of the Registrant. The Registrant has registered 360,186
common shares for the exchange of stock, but with cash elections, the total
number of shares issued totaled 349,313 with respect to this acquisition.
The acquisition is more fully described in a Registration Statement filed
with respect to the registration of the shares under Registration Statement
No. 333-11461, which is incorporated herein by reference.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibits - Incorporated herein by reference is Registrant's
Prospectus/Proxy Statement effective November 8, 1996, used in connection
with Registration Number 333-11461.
20 - Press release dated December 31, 1996, regarding the consummation
of the acquisition of Vandalia National Corporation by WesBanco, 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)
January 8, 1997 /s/ Edward M. George
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Date Edward M. George
President & Chief Executive Officer
EXHIBIT 20
NEWS For Immediate Release
December 31, 1996 For Further Information Contact:
Edward M. George
President & CEO (304) 234-9208
Nasdaq Trading Symbol: WSBC
WesBanco Consummates Merger With Vandalia National Corporation
Wheeling, WV . . . . Edward M. George, President and Chief Executive Officer
of WesBanco, Inc., a multi-state multi-bank holding company headquartered in
Wheeling, West Virginia, announced today the December 30, 1996 consummation
of the merger of Vandalia National Corporation, Morgantown, WV, and its wholly
owned subsidiary, The National Bank of West Virginia, into WesBanco affiliate,
WesBanco Bank Fairmont.
As a result of the merger Vandalia shareholders received 1.2718 shares of
WesBanco common stock or, at such shareholder's election, $34.34 in cash for
each share of Vandalia common stock. This merger, which was based upon a fixed
exchange ratio, will be accounted for as a purchase transaction.
Under the terms of the merger, C. Barton Loar will serve as President of the
Monongalia County division of WesBanco Bank Fairmont. Mr. Loar and Vaughn L.
Kiger have been 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 have been elected
to the WesBanco Bank Fairmont Board of Directors, while Mr. Tanner has been
elected to the WesBanco, Inc. Board of Directors.
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