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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) September 30, 1997
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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
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On September 30, 1997 WesBanco, Inc. and Commercial Bancshares, Incorporated
jointly announced that they have entered into a definitive Agreement and Plan
of Merger providing for Commerical Bancshares to merge with WesBanco
affiliated companies.
Under the terms of the definitive Agreement and Plan of Merger, WesBanco will
exchange 2.85 shares of WesBanco common stock for each share of Commercial
common stock outstanding in a tax free exchange. The merger, which is based
on a fixed exchange ratio, will be accounted for as a pooling of interests.
In addition, Commercial has granted to WesBanco an option, exercisable under
certain conditions, to purchase up to 19.9% of Commercial's outstanding
common shares.
The transaction, which is subject to, among other things, approval by the
appropriate regulatory authorities and the stockholders of Commerical and
WesBanco, is expected to be completed during the first quarter of 1998.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
20 - Press release dated September 30, 1997, announcing that WesBanco
and Commercial Bancshares have entered into a definitive
Agreement and Plan of Merger.
Signatures
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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)
October 3, 1997 /s/ Edward M. George
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Date Edward M. George
President & Chief Executive Officer
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EXHIBIT 20
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NEWS FOR IMMEDIATE RELEASE [WESBANCO LOGO]
September 30, 1997
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
and
Commercial Bancshares, Incorporated
415 Market Street
Parkersburg, WV 26101
For Further Information Contact:
Edward M. George (304) 234-9208
President & CEO, WesBanco, Inc.
or
William E. Mildren, Jr. (304) 424-0300
President & CEO
Commercial Bancshares, Incorporated
Commercial Bancshares, Incorporated, and WesBanco, Inc., Announce
Execution of Definitive Agreement
PARKERSBURG, WEST VIRGINIA, and WHEELING, WEST VIRGINIA, - September 30,
1997 - Commercial Bancshares, Incorporated, ("Commercial") (AMEX:CWV) and
WesBanco, Inc., ("WesBanco") (NASDAQ:WSBC) jointly announced today that they
have entered into a definitive Agreement and Plan of Merger providing for
Commercial, a multi-bank holding company headquartered in Parkersburg, West
Virginia, and its subsidiaries, to merge with WesBanco affiliated companies.
The joint announcement was made by Edward M. George, President and Chief
Executive Officer of WesBanco, and William E. Mildren, Jr., Chairman,
President and Chief Executive Officer of Commercial.
Commercial is the parent company of seven community banks with 17 banking
locations in Wood, Jackson, Ritchie, Wetzel, and Tyler Counties in West
Virginia and in Washington County, Ohio. Its subsidiaries include Commercial
Banking and Trust Company, Jackson County Bank, Farmers & Merchants Bank of
Ritchie County, The Dime Bank, Union Bank of Tyler County, The Community
Bank, Bank of Paden City, Hometown Finance Company and CommBanc Investments,
Inc. Commercial has also recently executed a definitive agreement to acquire
Gateway Bancshares, Inc. with offices in Benwood and McMechen, Marshall
County, West Virginia.
(more)
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At June 30, 1997, Commercial had consolidated assets of $417 million,
deposits of $359 million, and loans of $300 million. The company operates
seven banks in the mid and upper Ohio Valley regions of West Virginia and
Ohio. For the six months ended June 30, 1997, Commercial's net earnings
were $2.4 million. This represents an annualized return on average assets
of 1.16%.
WesBanco is a multi-bank holding company presently operating five banks in
the States of West Virginia and Ohio through 46 banking offices. Its principal
subsidiaries include: WesBanco Bank Wheeling, WesBanco Bank Parkersburg,
WesBanco Bank Barnesville, WesBanco Bank Charleston, and WesBanco Bank
Fairmont. In addition, it operates a mortgage company, WesBanco Mortgage
Company, with six offices in West Virginia.
At June 30, 1997, WesBanco had consolidated assets of $1.7 billion, deposits
of $1.4 billion, and loans of $1 billion. For the six months ended June 30,
1997, WesBanco earned $11.2 million which represents an annualized return on
average assets of 1.29%.
Under the terms of the definitive Agreement and Plan of Merger, WesBanco will
exchange 2.85 shares of WesBanco common stock for each share of Commercial
common stock outstanding in a tax free exchange. The merger, which is based
on a fixed exchange ratio, will be accounted for as a pooling of interests.
In addition, Commercial has granted to WesBanco an option, exercisable under
certain conditions, to purchase up to 19.9% of Commercial's outstanding
common shares.
Edward M. George, President and Chief Executive Officer of WesBanco, commented:
"We are very pleased to have Commercial Bancshares join the
WesBanco banking organization. We are looking forward to joining
with Commercial to create one of the strongest banking franchises
in the mid and upper Ohio Valley regions. WesBanco affiliates will
provide a comprehensive banking network along the Ohio River from the
Parkersburg - Marietta market through the Weirton - Steubenville
metropolitan area. Additionally, with Commercial's locations in
Ritchie and Jackson Counties, WesBanco will provide expanded presence
along the Interstate 77 corridor between Parkersburg and Charleston, WV."
William E. Mildren, Jr., Chairman, President and Chief Executive Officer of
Commercial was equally supportive of the transaction. Mr. Mildren commented:
"We are pleased to become a part of the WesBanco organization that
has a long standing reputation as a safe, sound and profitable company.
WesBanco's plan to combine its existing operations in Wirt and Wood
Counties with the Commercial Bancshares organization will create a
regional bank with assets in excess of $500 million. Stockholders,
customers and employees alike will benefit from the more competitive
market position that will be created in the mid-Ohio Valley market."
(more)
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The transaction, which is subject to, among other things, approval by the
appropriate regulatory authorities and the stockholders of Commercial and
WesBanco, is expected to be completed during the first quarter of 1998.
It is anticipated that WesBanco's banking subsidiary in Parkersburg,
WesBanco Bank Parkersburg, will be consolidated with one or more of the
banking subsidiaries of Commercial in the Wood County area. In conjunction
with this combination, William E. Mildren, Jr. will serve as Chairman and
Chief Executive Officer of the resulting banking subsidiary and Donald L.
Scothorn will serve as President of the Parkersburg banking subsidiary.
In addition, William E. Mildren, Jr. will be appointed Vice Chairman of
WesBanco, the parent bank holding company. Mr. Mildren and three other
directors of Commercial or its banking affiliates, Larry G. Johnson, Robert
K. Tebay and James W. Swearingen, will be elected to the WesBanco Board and
Mr. Mildren will be elected to the WesBanco Executive Committee.
Upon consummation of the transaction, including the Gateway transaction,
WesBanco will have total assets of approximately $2.1 billion with 66
offices in the States of Ohio and West Virginia.
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