Merger Agreement
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K/A
(AMENDMENT NO. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 1, 2004
WesBanco, Inc.
(Exact name of registrant as specified in its charter)
|
West Virginia |
0-8467 |
55-0571723 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
|
of incorporation) |
File Number) |
Identification No.) |
|
1 Bank Plaza, Wheeling, WV |
26003 |
|
(Address of principal executive offices) |
(Zip Code) |
|
|
|
|
|
|
|
|
Registrant's telephone number, including area code |
(304) 234-9000 |
|
|
|
Former name or former address, if changed since last report |
Not Applicable |
|
|
EXPLANATORY NOTE:
This amendment is filed to amend the 8-K filed April 5, 2004 to correct the item
number from Item 2 to Item 5 - Other Events.
ITEM 5. Other Events
On April 1, 2004, WesBanco, Inc. and Western Ohio Financial Corporation jointly entered into a definitive Agreement and Plan of Merger. Under the terms of the agreement, WesBanco will exchange a combination of its common stock and cash for Western Ohio common stock. Western Ohio will be able to elect a fixed exchange ratio of 1.18 shares of WesBanco common stock or $35.00 in cash. A copy of the News Release containing the announcement is attached as Exhibit 99 to this report.
ITEM 7. Financial Statements and Exhibits
(c) Exhibits
2.1 - Agreement and Plan of Merger – Incorporated by reference to a prior Form 8-K filing, filed by Western Ohio Financial Corporation on April 5, 2004, under Commission File No. 0-24120.
99 - Press Release issued by WesBanco, Inc., dated April 1, 2004.
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. |
|
|
|
(Registrant) |
|
|
|
|
|
April 27, 2004 |
|
/s/ Robert H. Young |
|
Date |
|
Robert H. Young |
|
|
|
Executive Vice President & Chief |
|
|
|
Financial Officer |
INDEX TO EXHIBITS
Exhibit Number Description
99 Presentation by WesBanco, Inc., presented on April 1, 2004.