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Exhibit 99.4
COMMERCIAL BANCSHARES, INCORPORATED
415 Market Street
Parkersburg, West Virginia 26101
(304)424-0300
February 13, 1998
Dear Commercial Shareholder:
You are cordially invited to attend a Special Meeting of Shareholders of
Commercial Bancshares Incorporated ("Commercial") to be held on March 19, 1998,
at Commercial's principal executive offices, 415 Market Street, Parkersburg,
West Virginia 26101, commencing at 9:00 a.m., local time.
At the Special Meeting, you will be asked to approve and adopt an Agreement
and Plan of Merger and the transactions contemplated thereby providing for the
business combination of WesBanco, Inc. ("WesBanco") and Commercial. Pursuant to
the Agreement and Plan of Merger, Commercial will merge into CBI Holding Company
("CBI"), a wholly-owned subsidiary of WesBanco, with CBI being the surviving
corporation, and each outstanding share of Commercial Common Stock will be
converted into the right to receive 2.85 shares of WesBanco Common Stock.
The Board of Directors of Commercial has unanimously determined that the
transaction is in the best interests of Commercial and its shareholders and
recommends that you vote FOR the proposal to approve and adopt the Agreement and
Plan of Merger and the transactions contemplated thereby. Danielson Associates,
Inc. Commercial's financial advisor, has delivered its opinion, dated as of
September 12, 1997 and updated as of February 9, 1998, to the Board of Directors
to the effect that, based upon and subject to various considerations set forth
in such opinion, as of the date of such opinion that the Merger is fair, from a
financial point of view, to the holders of Commercial Common Stock. The
accompanying Joint Proxy Statement/ Prospectus more fully describes the proposal
to be considered at the Special Meeting. You are urged to give it your careful
attention.
APPROVAL OF THE PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT AND PLAN OF
MERGER BY COMMERCIAL SHAREHOLDERS WILL REQUIRE THE AFFIRMATIVE VOTE OF THE
HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF COMMERCIAL COMMON
STOCK VOTING THEREON. IT IS VERY IMPORTANT THAT YOUR SHARES BE REPRESENTED AT
THE SPECIAL MEETING WHETHER OR NOT YOU ARE PERSONALLY ABLE TO ATTEND. IN ORDER
TO INSURE THAT YOU WILL BE REPRESENTED, WE ASK YOU TO COMPLETE AND RETURN THE
ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID RETURN ENVELOPE IS ENCLOSED FOR
YOUR CONVENIENCE.
You should not send in certificates representing shares of Commercial
Common Stock at this time. Following consummation of the transaction,
information will be sent to you regarding the procedure for surrendering your
stock certificates and receiving certificates for the shares of WesBanco Common
Stock to be issued in exchange for your Commercial shares.
Sincerely,
William E. Mildren, Jr.
Chairman of the Board and President
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COMMERCIAL BANCSHARES, INCORPORATED
415 Market Street
Parkersburg, West Virginia 26101
(304) 424-0300
Dear Gateway Bancshares Shareholder:
As you are aware, the shareholders of Gateway Bancshares are
scheduled to hold a Special Meeting on March 9, 1998 to vote on the approval of
a merger with Commercial Bancshares, Incorporated ("Commercial"). If the merger
of Gateway and Commercial is approved, you will become a shareholder of
Commercial. Commercial has scheduled a Special Meeting to be held on March 19,
1998, at Commercial's principal executive offices, 415 Market Street,
Parkersburg, West Virginia 26101, commencing at 9:00 a.m., local time to
consider a merger of Commercial and WesBanco, Inc. ("WesBanco"). If the merger
of Gateway and Commercial is approved, you are cordially invited to attend the
Special Meeting of Shareholders of Commercial and vote on the proposed merger as
a shareholder of Commercial. The enclosed Joint Proxy Statement/Prospectus is
being sent to you now to enable you to give the merger of Commercial and
WesBanco your full consideration.
At the Commercial Special Meeting, you will be asked to
approve and adopt an Agreement and Plan of Merger and the transactions
contemplated thereby providing for the business combination of WesBanco, Inc.
("WesBanco") and Commercial. Pursuant to the Agreement and Plan of Merger,
Commercial will merge into CBI Holding company ("CBI"), a wholly-owned
subsidiary of WesBanco, with CBI being the surviving corporation, and each
outstanding share of Commercial Common Stock will be converted into the right to
receive 2.85 shares of WesBanco Common Stock.
The Board of Directors of Commercial has unanimously
determined that the transaction is in the best interests of Commercial and its
shareholders and recommends that, as a Commercial shareholder, you vote FOR the
proposal to approve and adopt the Agreement and Plan of Merger and the
transactions contemplated thereby. Danielson Associates, Inc., Commercial's
financial advisor, has delivered its opinion, dated as of September 12, 1997, to
the Board of Directors to the effect that, based upon and subject to various
considerations set forth in such opinion, as of the date of such opinion that
the Merger is fair, from a financial point of view, to the holders of Commercial
Common Stock. The accompanying Joint Proxy Statement/Prospectus more fully
describes the proposal to be considered at the Special Meeting. You are urged to
give it your careful attention.
APPROVAL OF THE PROPOSAL TO APPROVE AND ADOPT THE AGREEMENT
AND PLAN OF MERGER BY COMMERCIAL SHAREHOLDERS WILL REQUIRE THE AFFIRMATIVE VOTE
OF THE HOLDERS OF AT LEAST A MAJORITY OF THE OUTSTANDING SHARES OF COMMERCIAL
COMMON STOCK VOTING THEREON. IT IS VERY IMPORTANT THAT YOUR SHARE BE REPRESENTED
AT THE SPECIAL MEETING WHETHER OR NOT YOU ARE PERSONALLY ABLE TO ATTEND. IN
ORDER TO INSURE THAT YOU WILL BE REPRESENTED, WE ASK YOU TO
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COMPLETE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY. A POSTAGE-PAID RETURN
ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
You should not send in certificates representing shares of
Commercial or Gateway Bancshares Common Stock at this time. Following
consummation of the transaction, information will be sent to you regarding the
procedure for surrendering your stock certificates and receiving certificates
for the shares of WesBanco Common Stock to be issued in the merger of Commercial
and WesBanco.
Sincerely,
William E. Mildren, Jr.
Chairman of the Board and President