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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 12, 1997
COMMERCIAL BANCSHARES, INCORPORATED
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(Exact Name of Registrant as Specified in Charter)
West Virginia 1-11791 55-0622108
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
415 Market Street, Parkersburg, West Virginia 26101
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(Address of Principal Executive Offices (Zip Code)
Registrant's telephone number, including area code: (304) 424-0300
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5: OTHER EVENTS
The Board of Directors of Commercial BancShares, Incorporated
("Commercial"), has approved, and on September 12, 1997, the company signed a
Binding Letter of Agreement with WesBanco, Inc. ("WesBanco"), whereby Commercial
will be acquired by WesBanco.
Under the terms of the binding letter, each share of Commercial common
stock will be exchanged for 2.85 shares of WesBanco common stock.
Simultaneously with the execution of the binding letter of agreement,
WesBanco and Commercial entered into a stock option agreement pursuant to which
Commercial will grant to 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.
Attached hereto as Exhibit 1, is a joint press release announcing the
signing of the binding Agreement and providing certain supplemental information
about Commercial and WesBanco.
Prior to September 12, Commercial had been negotiating with Citizens
Bancshares, Inc., of Salineville, Ohio ("Citizens"), with respect to an
acquisition transaction. On September 12, Citizens filed suit in the U. S.
District Court for the Northern District of Ohio alleging breach of agreements
and claiming damages of approximately one million dollars. Commercial has
retained Arter & Hadden as counsel to defend against Citizens' claims, and
believes it has substantial defenses against these claims.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits.
1. Text of joint press release issued by Commercial BancShares,
Incorporated, and WesBanco, Inc., on September 12, 1997.
SIGNATURE
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.
Date: September 25, 1997
COMMERCIAL BANCSHARES, INCORPORATED
By: /s/ Larry G. Johnson
Larry G. Johnson
Its: Executive Vice President
and Chief Financial Officer
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ITEM 7 (c) 1. Text of joint press release issued by Commercial BancShares,
Incorporated, and Gateway Bancshares, Inc., on August 15, 1997.
Commercial BancShares, Gateway Bancshares Announce Merger
PARKERSBURG, WEST VIRGINIA, and WHEELING, WEST VIRGINIA--September 12, 1997--
Commercial BancShares, Incorporated, ("Commercial") (AMEX: CWV) and Wesbanco,
Inc., ("Wesbanco") (NASDAQ: WSBC) jointly announced today that they have entered
into a binding letter of intent providing for Commercial, a multi-bank holding
company headquartered in Parkersburg, West Virginia, to merge with and into a
wholly owned subsidiary of Wesbanco, CBI Corporation, to be formed for the
purpose of effecting the merger. 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
offices in Wood, Jackson, Ritchie, Wetzel and Tyler Counties in West Virginia
and in Washington County, Ohio.
Commercial has also recently executed a definitive agreement to
acquire Gateway Bancshares, Inc., with offices in McMechen and Benwood, Marshall
County, West Virginia. Wesbanco presently operates five banks in the States of
West Virginia and Ohio with 46 banking offices and it operates a mortgage
company with six offices in West Virginia.
Under the terms of the binding letter of intent, 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. The
transaction is valued at approximately $130 million based on the current market
price of $28.25 per share for Wesbanco common stock. 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 Commercial and
Wesbanco, is expected to be completed during the first quarter of 1998.
Ostrowski & Associates represented Wesbanco and Danielson Associates represented
Commercial in this transaction.
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 region of West Virginia and Ohio. Its
subsidiaries include Commercial Banking and Trust Company, Jackson County Bank,
Farmers and Merchants Bank of Ritchie County, The Dime Bank, Union Bank of Tyler
County, The Community Bank, Bank of Paden City, and Hometown Finance Company.
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%.
At June 30, 1997, Wesbanco had consolidated assets of $1.7 billion,
deposits of $1.4 billion, and loans of $1 billion. Wesbanco is a multi-bank
holding company headquartered in Wheeling, West Virginia, and operates five full
service banks in West Virginia and Ohio. 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.
For the six months ended June 30, 1997, Wesbanco earned $11.2 million which
represents an annualized return on average assets of 1.29%.
Edward M. George, President and Chief Executive Officer of Wesbanco,
commented:
"We welcome an affiliation with a quality banking organization
such as Commercial BancShares. The in-market synergies which can be
obtained from the combination of our respective organizations provide a
significant enhancement to the resulting organization's banking franchise.
"Wesbanco and Commercial will work together to minimize any effect on
our respective employees. This combination will greatly enhance the
ability of Wesbanco to serve the communities of the mid and upper Ohio
Valley regions and will provide a comprehensive network of banking services
from the Parkersburg-Marietta market through the Weirton-Steubenville
metropolitan area. Additionally, with Commercial's locations in Ritchie
and Jackson Counties, Wesbanco will be able to expand along the Interstate
77 corridor."
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William E. Mildren, Jr., Chairman, President and Chief Executive
Officer of Commercial was equally supportive of the transaction. Mr. Mildren
commented:
"Our Board of Directors is pleased with the proposed affiliation
with Wesbanco, Inc. The consideration received in the merger is extremely
fair to our shareholders. We are equally pleased with Wesbanco's plan to
combine its existing operations in Wirt and Wood Counties with the
Commercial BancShares organization to create a regional holding company
with in excess of $500 million in assets. This will give us a more
competitive market position in the mid-Ohio Valley market, which will
benefit customers and employees alike."
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, which will improve
Wesbanco's market share in the Wood County market from eighth to third. 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 will be elected to the Wesbanco Board and Mr. Mildren
will be elected to the Wesbanco Executive Committee.
Upon consummation of the transaction, Wesbanco will have total assets
of approximately $2.1 billion with 63 offices in the states of Ohio and West
Virginia.
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