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) March
17, 2005
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
|
West
Virginia |
0-8467 |
55-0571723 |
|
(State
or other jurisdiction |
(Commission
File Number) |
(IRS
Employer |
|
of
incorporation) |
|
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
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March
17, 2005, WesBanco, Inc., ("WesBanco") completed a private placement of an
aggregate amount of $15.0 million in trust preferred securities, through a newly
formed Delaware trust affiliate, WesBanco Capital Trust VI ("Trust VI"), as part
of a pooled transaction. See Item 2.03 below.
In
connection with the issuance of the trust preferred securities, WesBanco entered
into the following material definitive agreements on March 17, 2005, which are
filed as exhibits to this Report and are incorporated herein by
reference:
| a)
|
Indenture
by and between WesBanco, Inc., as Issuer and Wilmington Trust Company as
Trustee. |
| b) |
Amended
and Restated Declaration of Trust by and among WesBanco, Inc. as Sponsor,
certain administrators, Wilmington Trust Company, as Delaware Trustee and
Wilmington Trust Company, as Institutional
Trustee. |
| c) |
Guarantee
Agreement by and between WesBanco, Inc. as Guarantor and Wilmington Trust
Company as Guarantee Trustee. |
A press
release dated March 17, 2005, is filed as exhibit 99.1 to this report and is
incorporated herein by reference.
ITEM
2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT
On March
17, 2005, WesBanco, Inc. formed a wholly-owned trust subsidiary, WesBanco
Capital Trust VI, under the laws of Delaware, by issuing $15.0 million in
Fixed/Floating Rate Junior Subordinated Deferrable Interest Debentures due March
17, 2035, to a statutory trust which issued 15,000 shares of trust preferred
securities with a total liquidation value of $15.0 million, based upon the
debentures and a guarantee from WesBanco. In connection with the issuance of the
trust preferred securities, Trust VI issued 464 shares of common securities to
WesBanco with a liquidation value of $0.5 million. The trust preferred
securities were issued and sold in a private placement offering, as part of a
pooled transaction.
As part
of this transaction, WesBanco issued an aggregate principal amount of $15.5
million in fixed rate/floating rate junior subordinated deferrable interest
debentures to Trust VI, interest is payable quarterly at an initial rate of
6.37% for the first five years ("no call period"), resetting quarterly beginning
on March 17, 2010 at a rate equal to the 3-month London Interbank Rate ("LIBOR")
plus 1.77%. The first interest payment due is in June 2005.
The
debentures may be redeemed at par anytime commencing in March 2010. The
debentures and trust preferred securities provide that WesBanco has the right to
elect to defer the payment of interest on the debentures and trust preferred
securities for up to an aggregate of 20 quarterly periods. However, if WesBanco
should defer the payment of interest or default on the payment of interest on
the debentures, it may not declare or pay any dividends on its common stock
during any such period.
The
private placement was limited to a single institutional investor, which
qualifies as an "accredited investor" as defined in Rule 501(a) of Regulation D.
The issuance of the debentures and the related trust preferred securities were
exempt from registration under the Securities Act of 1933, as
amended.
The
proceeds received from the issuance of the trust preferred securities will be
used for general corporate purposes, which may include, among other things,
share repurchases, potential acquisitions, dividend reinvestments and employee
benefit plans.
A press
release dated March 17, 2005, is filed as exhibit 99.1 to this report and is
incorporated herein by reference.
ITEM
8.01 OTHER INFORMATION
On March
17, 2005, WesBanco announced the adoption of a new stock repurchase plan,
effective immediately, to begin repurchasing up to an additional one million
shares of WesBanco common stock representing approximately 4.4% of outstanding
shares on the open market. The timing, price and quantity of purchases will be
at the discretion of the corporation and the program may be discontinued or
suspended at any time.
The
shares would be available for general corporate purposes, which may include
future acquisitions, the shareholder dividend reinvestment plan and employee
benefit plans. The current one million share stock repurchase program approved
by the Board of Director’s on April 17, 2003 is nearing completion, with 420,000
shares repurchased since December 31, 2004 and approximately 96,000 shares
remaining under the 2003 authorization.
A press
release dated March 17, 2005, is filed as exhibit 99.1 to this report and is
incorporated herein by reference.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS.
| c) |
Exhibits
- the following exhibits are included with this
report |
|
Exhibit
No. |
Description |
|
4.1 |
Indenture
by and between WesBanco, Inc., as Issuer and Wilmington Trust Company as
Trustee. |
| |
|
|
10.1 |
Amended
and Restated Declaration of Trust by and among WesBanco, Inc. as Sponsor,
certain administrators, Wilmington Trust Company, as Delaware Trustee and
Wilmington Trust Company, as Institutional Trustee. |
| |
|
|
10.2 |
Form
of Capital Security Certificate of WesBanco Capital Trust VI (included as
an exhibit to Exhibit 10.1). |
| |
|
|
10.3 |
Form
of Common Security Certificate of WesBanco Capital Trust VI (included as
an exhibit to Exhibit 10.1). |
| |
|
|
10.4 |
Guarantee
Agreement by and between WesBanco, Inc. as Guarantor and Wilmington Trust
Company as Guarantee Trustee. |
| |
|
|
99.1 |
Press
release dated March 17, 2005. |
| |
|
SIGNATURE
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) |
| |
|
|
March
18, 2005 |
/s/
Robert H. Young |
|
Date |
Robert
H. Young |
| |
Executive
Vice President & Chief |
| |
Financial
Officer |
| |
|