WESBANCO INC
8-K, 1999-06-17
NATIONAL COMMERCIAL BANKS
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<PAGE>   1

                      SECURITIES AND EXCHANGE COMMISSION

                           Washington, DC  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)    June 4, 1999
                                                 ------------------
                             WesBanco, Inc.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     West Virginia                    0-8467                55-0571723
- ---------------------------        ------------         ------------------
(State or other jurisdiction       (Commission          (IRS Employer
   of incorporation)                File Number)        Identification No.)


     1 Bank Plaza, Wheeling, WV                               26003
- ----------------------------------------                    ----------
(Address of principal executive offices)                    (Zip Code)


Registrant's telephone number, including area code       (304) 234-9000
                                                      --------------------
Former name or former address, if changed since last report  Not Applicable
                                                            ---------------

<PAGE>   2



Item 5 - Other Events

     On June 4, 1999, the WesBanco Executive Committee of the Board of
Directors approved a plan to repurchase up to 1,000,000 shares of WesBanco
common stock on the open market.  The timing, price and quantity of purchases
will be at the discretion of the Corporation and the program may be
discontinued or suspended at any time.

     On June 7, 1999, WesBanco announced the sale of its credit card portfolio
to Inficorp, of Atlanta, Georgia.  As of the sale date the credit card
portfolio had receivables of approximately $15 million. WesBanco recorded a
gain of approximately $3 million in the sale.


Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits

     c) Exhibits

        99.1 - Press release dated June 4, 1999, regarding a stock repurchase
               program to purchase up to 1,000,000 shares of WesBanco common
               stock.

        99.2 - Press release dated June 7, 1999, regarding the sale of
               WesBanco's credit card portfolio to an Atlanta, Georgia
               based financial company.


                                    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.
                                          --------------
                                          (Registrant)


June 17, 1999                             /s/ Edward M. George
- -------------                             ---------------------------
    Date                                  Edward M. George
                                          President & Chief Executive Officer





                                                           EXHIBIT 99.1
                                                           ------------
NEWS For Immediate Release
                                        For Further Information Contact
June 4, 1999                            Edward M. George
                                        President & CEO (304) 234-9208

                                        Nasdaq Trading Symbol: WBSC

WESBANCO ANNOUNCES COMPLETION OF 1998 STOCK REPURCHASE PROGRAM
AND APPROVAL OF NEW STOCK REPURCHASE PROGRAM

WesBanco, Inc. President & CEO, Edward M. George, today announced that
WesBanco has completed the acquisition of one million shares of its stock.
The purchases were authorized by the WesBanco Board of Directors on October
15, 1998.  A portion of the shares repurchased were used to complete the
acquisition of the Heritage Bank of Harrison County, Inc., Clarksburg, West
Virginia, for the shareholder dividend reinvestment plan and for the employee
benefit plan.

In connection with the completion of the previous stock repurchase program,
the Executive Committee of the Board of Directors has approved a plan,
effective immediately, to repurchase up to 1,000,000 additional shares of
WesBanco common stock on the open market.  The timing, price and quantity of
purchases will be at the discretion of the Corporation and the program may be
discontinued or suspended at any time.

The WesBanco Board believes that the stock repurchase program presents an
attractive opportunity for the Corporation at this time.  The shares will be
available for general corporate purposes.

WesBanco, Inc. has assets of $2.2 billion and operates 4 banks, a mortgage
company, insurance and full service brokerage subsidiaries which have
offices in West Virginia and Ohio.






                                                              EXHIBIT 99.2
                                                              ------------
NEWS
For Immediate Release
June 7, 1999
                                       For Further Information Contact:
                                       Kristine N. Molnar
                                       President & CEO
                                       WesBanco Bank Wheeling  (304) 234-9213


WesBanco Sells Credit Card Portfolio
WHEELING, WV - WesBanco today announced the sale of its credit card portfolio
to an Atlanta, Georgia based financial service company.

The credit card receivables of approximately $15 million have been sold to
Inficorp, a company that does business only in credit cards. WesBanco and
Inficorp have entered into an agent bank arrangement in which Inficorp will
offer its credit card products to WesBanco customers using the WesBanco name.
Current WesBanco credit card customers will be able to continue using their
existing cards.

Kristine N. Molnar, President and CEO of WesBanco Wheeling, said, "Over the
last ten years, the credit card business has become volume driven due to the
concentration that has taken place in the industry. Now that the credit card
business has become one of scale, it is difficult for small and medium size
companies to provide competitive customer service enhancements. Our
partnership with Inficorp makes it possible for us to offer the best credit
card products available to our customers. The arrangement is one in which
WesBanco and our customers will benefit."

Molnar said, "WesBanco was an early entry in the credit card business. We
began selling BankAmericard products and services in 1969. Since we have
been in the business for so long, we are pleased that the WesBanco name will
continue to be associated with a credit card program. We are equally pleased
to announce that Inficorp will also honor all rates and terms currently in
place on WesBanco credit
(more)

<PAGE>   2

WesBanco Sells Credit Card Portfolio
Page 2

card products, including our Good Neighbor Banking Program rate discount. Now
that the sale is complete, we can begin working to provide additional
features through our new credit card affiliation." She added that the hours
of toll-free customer service will be greatly expanded and that other product
enhancements will be made.

Molnar continued, "The sale of the credit cards will provide WesBanco with
a gain of approximately $3 million. The sale will allow us to invest the
financial resources associated with credit cards in more profitable earning
assets such as commercial and consumer loans. These factors, along with the
elimination of credit card charge-offs and outside processing fees, will be
beneficial in both the short and long-terms to WesBanco shareholders."

WesBanco is a West Virginia based multi-state, multi-bank holding company.
WesBanco currently operates four banks through 60 banking offices in the
States of West Virginia and Ohio. Its principal banking subsidiaries include:
WesBanco Bank Wheeling, WesBanco Bank Fairmont, WesBanco Bank Parkersburg and
WesBanco Bank Charleston. In addition, WesBanco operates a mortgage company,
WesBanco Mortgage Company, and an insurance agency, Hunter Agency, Inc.
Other affiliates include CommBanc Investments, Inc. and Hometown Finance
Company. At March 31, 1999, WesBanco had consolidated assets of $2.2 billion,
deposits of $1.8 billion and shareholders' equity of $290 million.



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