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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 30, 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 30, 1997, the company signed a
definitive Agreement and Plan of Merger with WesBanco, Inc. ("WesBanco"),
whereby Commercial will be acquired by WesBanco.
Under the terms of the Agreement, each share of Commercial common stock
will be exchanged for 2.85 shares of WesBanco common stock.
WesBanco and Commercial have entered into a stock option agreement pursuant
to which Commercial has granted 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 Agreement and Plan of Merger providing certain supplemental
information about Commercial and WesBanco.
Two bank holding companies with which Commercial earlier had held
acquisition negotiations have filed suit against Commercial in United States
District Court in Cleveland seeking damages aggregating $1.5 million,
unspecified injunctive relief and specific performance. The suits grow out of
Commercial's efforts to negotiate a three-way acquisition transaction. The
proposed transaction was terminated after WesBanco made a financially superior
offer. Commercial does not believe either suing party is entitled to injunctive
relief or specific performance, and anticipates defending their demands for
damages vigorously.
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 30, 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: October 6, 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 WesBanco, Inc., on September 30, 1997.
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.
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. 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."
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."
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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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