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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) July 18, 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 July 18, 1996, WesBanco, Inc. announced the signing of a
Definitive Agreement and Plan of Merger providing for the merger of
Vandalia National Corporation located in Morgantown, West Virginia,
with WesBanco Bank Fairmont, a wholly-owned subsidiary of WesBanco, Inc.
Under the terms of the Definitive Agreement and Plan of Merger,
shareholders of Vandalia will receive 1.2718 shares of WesBanco common
stock or, at such shareholders' election, $34.34 in cash for each share
of Vandalia common stock. The holders of outstanding warrants to purchase
Vandalia common stock will receive the difference between $34.34 and the
exercise price of the warrant in cash. The acquisition, which is based upon
a fixed exchange ratio, will be accounted for as a purchase transaction, with
an approximate value of $10,319,000. Vandalia reported total assets of
approximately $58,300,000 and stockholders' equity of approximately
$4,300,000 as of June 30, 1996. The transaction, which is subject to
approval by the appropriate regulatory authorities and the shareholders of
Vandalia, is expected to be completed in the fourth quarter.
WesBanco anticipates issuing up to 359,912 shares of WesBanco common
stock if all Vandalia shareholders exchange their shares for WesBanco stock.
Management intends to issue these shares from Treasury and, as such, will
begin to repurchase 200,000 shares of WesBanco common stock in the market.
This repurchase plan will be completed no later than thirty days subsequent
to the consummation of the purchase transaction.
Item 7 - Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
20 - Press release dated July 18, 1996, regarding an announcement of
the signing of the Definitive Agreement and Plan of Merger between
WesBanco, Inc. and Vandalia National Corporation.
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)
July 25, 1996
- ------------- /s/ Edward M. George
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Edward M. George
President & Chief Executive Officer