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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 9, 1996
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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
On February 9, 1996, WesBanco, Inc. announced the signing of a definitive
Agreement and Plan of Merger providing for the merger of Bank of Weirton
with WesBanco Bank Wheeling, an affiliate of WesBanco, Inc.
Under the terms of the definitive Agreement and Plan of Merger, WesBanco
will exchange 130 shares of WesBanco's Common Stock for each share of Bank of
Weirton's 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 $45,600,000, based on
the current market price of $27.00 per share for WesBanco Common Stock. In
addition, certain shareholders of Bank of Weirton have executed a
Stockholders Agreement to vote their individual securities in favor of the
proposed merger, subject to certain conditions and understandings between the
parties.
The transaction, which is subject to, among other things, approval by the
appropriate regulatory authorities and the stockholders of Bank of Weirton,
is expected to be completed during the third quarter 1996. Ostrowski &
Company, Inc. represented WesBanco and a fairness opinion will be provided to
Bank of Weirton by LSC Financial Services, Inc.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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20 - Press release dated February 9, 1996, regarding an announcement of
the signing of an Agreement and Plan of Merger between WesBanco,
Inc. and the Bank of Weirton
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 20, 1996 /s/ Edward M. George
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Date Edward M. George
President & Chief Executive Officer