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) February 22, 2001
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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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2
Item 2. Acquisition or Disposition of Assets
On February 22, 2001, WesBanco, Inc. and American Bancorporation jointly
entered into a definitive Agreement and Plan of Merger providing for the
merger of American Bancorporation with and into a wholly-owned subsidiary of
WesBanco to be formed for the purpose of effecting the merger, and the
simultaneous merger of American's affiliate, Wheeling National Bank, with
and into WesBanco affiliate, WesBanco Bank, Inc. The transaction will be
accounted for using the purchase method of accounting. Under the terms of
the Agreement and Plan of Merger, WesBanco will exchange WesBanco common
stock based upon a fixed exchange ratio of 1.1 shares of WesBanco common
stock for each share of American common stock outstanding. The transaction,
which is valued at $77 million based on WesBanco's recent common stock price
of $22.25, is subject to approvals of the appropriate banking regulatory
authorities and the shareholders of both companies. American granted an
option to WesBanco to purchase 622,805 shares of its common stock at $18.00
per share. It is expected that the transaction will be complete during the
third quarter 2001.
Item 7. Financial Statements and Exhibits
(c) Exhibits
2.1 - Agreement and Plan of Merger
2.2 - Stock Option Agreement
20 - Press release announcing the execution of an Agreement and Plan
of merger between WesBanco, Inc. and American Bancorporation.
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)
February 23, 2001 /s/ Edward M. George
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Date Edward M. George
President & Chief Executive Officer