fin8k080107oakhill.htm
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) August 1, 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
8.01 Other Events
On
July
19, 2007, WesBanco, Inc. (“WesBanco”) 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. Under
the terms of the Merger Agreement, 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.
Representatives
of WesBanco and Oak Hill distributed a letter of welcome from WesBanco to the
employees of Oak Hill today. This letter is being furnished as
Exhibit 99.1 to this Form 8-K.
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 - 99.1 - Letter of welcome from
WesBanco to the employees of Oak Hill
distributed
August 1,
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: August
1, 2007
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/s/
Paul M. Limbert |
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Paul
M. Limbert
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President
and Chief Executive Officer
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