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 1, 2002
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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 2. Acquisition or Disposition of Assets
On March 1, 2002, WesBanco, Inc. completed the acquisition of American
Bancorporation and the merger of American's affiliate, Wheeling National
Bank, with and into WesBanco's affiliate, WesBanco Bank, Inc. American
Bancorporation is a bank holding company headquartered in Wheeling, West
Virginia, that provides through its subsidiaries commercial and mortgage
banking services to customers in central and eastern Ohio, southwestern
Pennsylvania and northern West Virginia. The acquisition, which was
accounted for as a purchase transaction, was affected through an exchange of
stock, whereby American shareholders received 1.1 shares of WesBanco common
stock for each share of American's common stock held by them. The
information set forth in Wesbanco's press release dated March 1, 2002 (a copy
of which is filed as an exhibit to this Current Report on Form 8-K) is
incorporated herein by reference. The acquisition is more fully described
in the Registrant's Form S-4/A (Registration Statement No. 333-74814) filed
with the Securities and Exchange Commission on January 14, 2002.
Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses acquired.
The financial statements required by Item 7(a) of
Form 8-K are not included in this report. The
Registrant will provide the financial statements
by an amendment to this report, which will be
filed with the Securities and Exchange
Commission, as soon as practicable but no later
than May 15, 2002.
(b) Pro forma financial information.
The pro forma financial information required by
Item 7(b) of Form 8-K is not included in this
report. The Registrant will provide the pro
forma financial information required in an
amendment to this report, which will be filed
with the Securities and Exchange Commission, as
soon as practicable but no later than May 15, 2002.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of February 22,
2001 among Wesbanco, Inc., American Bancorporation,
AB Corporation and Wesbanco Bank, Inc. (incorporated by
reference to Annex A to the Proxy Statement contained
in the Registration Statement on Form S-4/A (Amendment
No. 1) (Registration No. 333-74814) filed with
Securities and Exchange Commission on January 14, 2002).
2.2 First Amendment to Agreement and Plan of Merger
dated as of November 5, 2001 among Wesbanco, Inc.,
American Bancorporation, AB Corporation and Wesbanco
Bank, Inc. (incorporated by reference to Annex B to the
Proxy Statement contained in the Registration Statement
on Form S-4/A (Amendment No. 1) (Registration No. 333-
74814) filed with Securities and Exchange Commission on
January 14, 2002).
99 Press release dated March 1, 2002, announcing that
WesBanco, Inc. consummated its merger with American
Bancorporation.
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)
March 15, 2002 /s/ Paul M. Limber
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Date Paul M. Limbert
President & Chief Executive Officer