UNITED
STATES
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) July 20, 2007 (July 19,
2007)
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
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West
Virginia
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0-8467
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55-0571723
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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1
Bank Plaza, Wheeling, WV
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26003
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(Address
of principal executive offices)
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(Zip
Code)
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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):
x Written
communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
x 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
July
19, 2007, WesBanco, Inc. (“WessBanco”) and Oak Hill Financial, Inc. (“Oak Hill”)
entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”)
providing for the merger of Oak Hill with and into WesBanco. Copies
of the Merger Agreement and the press release announcing the signing of the
Merger Agreement are attached hereto as Exhibits 2.1 and 99.1, respectively
and
are incorporated herein by reference in their entirety.
Under
the
terms of the Agreement and Plan of Merger, WesBanco will exchange a combination
of its common stock and cash for Oak Hill common stock. Oak Hill shareholders
will be entitled to receive either 1.256 shares of WesBanco common stock
or cash
in the amount of $38.00 per share for each share of Oak Hill common stock
held
subject to an overall allocation of 90% stock and 10% cash in the exchange.
Common stock received by Oak Hill shareholders is anticipated to qualify
as a
tax-free exchange. The transaction has been approved by the directors
of both companies.
Consummation
of the merger is subject to a number of customary conditions, including,
but not
limited to (i) the approval of the Merger Agreement by the shareholders of
WesBanco and Oak Hill, and (ii) the receipt of required regulatory
approvals. The transaction is expected to close in December of
2007.
As
a
condition to WesBanco’s willingness to enter into the Merger Agreement, Certain
Oak Hill directors expected to continue as WesBanco directors, and an Oak
Hill
emeritus director, have entered into voting agreements (each a “Voting
Agreement”) with WesBanco, pursuant to which they have agreed to vote their
shares in favor of the transaction. Voting Agreements have been
executed by Evan E. Davis, John D. Kidd, D. Bruce Knox, Neil S. Strawser,
and
Donald P. Wood. A form of the Voting Agreement is attached hereto as
Exhibit 2.2 and incorporated herein by reference.
Additional
Information and Where to Find it
Shareholders
of WesBanco and Oak Hill and other interested parties are urged to read the
joint proxy statements/prospectus that will be included in the Form S-4
registration statement that WesBanco will file with the SEC in connection
with
the merger because it will contain important information about WesBanco,
Oak
Hill, the merger and other related matters. A proxy statement/prospectus
will be
mailed to shareholders of WesBanco and Oak Hill prior to their respective
shareholder meetings, which have not yet been scheduled. In addition, when
the
registration statement, which will include the joint proxy statements/prospectus
and other related documents are filed by WesBanco with the SEC, they may
be
obtained for free at the SEC’s website at http://www.sec.gov, on the
NASDAQ website at http://www.nasdaq.com and from either the WesBanco or
Oak Hill websites at http://www.wesbanco.com or at
http://www.oakhillbanks.com.
WesBanco,
Oak Hill and their respective executive officers and directors may be deemed
to
be participants in the solicitation of proxies in connection with the merger.
Information about the directors and executive officers of WesBanco and Oak
Hill
and information about any other persons who may be deemed participants in
this
transaction will be included in the proxy statement/prospectus. You can find
information about WesBanco’s directors and executive officers in the proxy
statement for WesBanco’s annual meeting of stockholders filed with the SEC on
March 16, 2007. You can find information about Oak Hill’s directors
and executive officers in the proxy statement for Oak Hill’s annual meeting of
shareholders filed with the SEC on March 20, 2007. You can obtain free copies
of
these documents from the SEC, WesBanco or Oak Hill using the website information
above.
Investors
should read the proxy statement/prospectus carefully when it becomes available
before making any investment decisions.
Item
7.01 Regulation FD Disclosure
In
accordance with general instruction B.2. of Form 8-K, the following information
is furnished and shall not be deemed filed for the purpose of Section 18
of the
Securities Exchange Act of 1934.
Representatives
of WesBanco and Oak Hill will host a conference call and webcast, relating
to
the execution of the Agreement and Plan of Merger, for investors, analysts
and
other interested parties on July 20, 2007 at 11:00 a.m. EDT. The
conference call and webcast is sponsored by Thomson/CCBN. WesBanco
has prepared an investor presentation to accompany the audio call which is
available via it’s website. A copy of this presentation is being
furnished as Exhibit 99.2 to this Form 8-K.
Cautionary
Statement
The
Merger Agreement and form of Voting Agreement have been included in this
report
to provide investors with information regarding its terms. Except for its
status
as the contractual document that establishes and governs the legal relations
among the parties thereto with respect to the transactions described in this
report, the Merger Agreement and form of Voting Agreement are not intended
to be
a source of factual, business or operational information about the parties
thereto.
The
representations, warranties, covenants and agreements made by the parties
to the
Merger Agreement are made as of specific dates and are qualified and limited,
including by information in disclosure schedules that the parties exchanged
in
connection with the execution of such Merger Agreement. Moreover, certain
of the
representations and warranties are subject to a contractual standard of
materiality that may be different from what may be viewed as material to
stockholders. Representations and warranties may be used as a tool to allocate
risks between the parties to the Merger Agreement, including where the parties
do not have complete knowledge of all facts. Investors are not third-party
beneficiaries under Merger Agreement and should not rely on the representations,
warranties and covenants or any descriptions thereof as characterizations
of the
actual state of facts or condition of the WesBanco, Oak Hill or any of their
respective affiliates.
Forward-looking
Statements
Matters
set forth in this filing contain certain forward-looking statements, including
certain plans, expectations, goals, and projections, and including statements
about the benefits of the merger between WesBanco and Oak Hill, which are
subject to numerous assumptions, risks, and uncertainties. Actual results
could
differ materially from those contained or implied by such statements for
a
variety of factors including: the businesses of WesBanco and Oak Hill may
not be
integrated successfully or such integration may take longer to accomplish
than
expected; the expected cost savings and any revenue synergies from the merger
may not be fully realized within the expected timeframes; disruption from
the
merger may make it more difficult to maintain relationships with clients,
associates, or suppliers; the required governmental approvals of the merger
may
not be obtained on the proposed terms and schedule; WesBanco’s or Oak Hill’s
stockholders may not approve the merger; changes in economic conditions;
movements in interest rates; competitive pressures on product pricing and
services; success and timing of other business strategies; the nature, extent,
and timing of governmental actions and reforms; and extended disruption of
vital
infrastructure; and other factors described in WesBanco’s 2006 Annual Report on
Form 10-K, Oak Hill’s 2006 Annual Report on Form 10-K, and documents
subsequently filed by WesBanco and Oak Hill with the Securities and Exchange
Commission, including both companies’ Form 10-Q’s as of March 31, 2007. All
forward-looking statements included in this filing are based on information
available at the time of the release. Neither WesBanco nor Oak Hill assumes
any
obligation to update any forward-looking statement.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits:
2.1
- Agreement and Plan of Merger dated July 19, 2007
by and between WesBanco, Inc.,
WesBanco
Bank, Inc., Oakhill Financial, Inc. and Oakhill Banks.
2.2
- Form of Voting Agreement
99.1
-
Press release issued by WesBanco, Inc., dated July 20, 2007announcing the
execution of the
Agreement and Plan of Merger.
99.2
-
Presentation by WesBanco, Inc., and Oak Hill Financial, Inc. for
conference call and webcast
of July 20, 2007.
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.
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WesBanco,
Inc.
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(Registrant)
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Date: July
20, 2007
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/s/
Robert H. Young |
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Robert
H. Young
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Executive
Vice President and
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Chief
Financial Officer
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