fin610098k.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) June 10, 2009 (June 8,
2009)
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):
¨
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 June
8, 2009, WesBanco, Inc. entered into an Amendment to the Amended and Restated
Credit Agreement and Line of Credit Note (collectively, the “Credit Facility”)
with JPMorgan Chase Bank, N.A. which amends the Amended and Restated Credit
Agreement dated July 12, 2006, as amended by an Amendment dated May 31, 2007,
and replaces the Line of Credit Note dated May 31, 2007. The Credit
Facility provides for aggregate unsecured borrowings of up to $25 million, a
decrease of $23 million, and extends the scheduled maturity date to July 31,
2009 from May 31, 2009. The amendment also waives the consolidated
non-performing asset ratio covenant for the calendar quarter ended March 31,
2009 and amends the consolidated non-performing asset ratio covenant from 1.75%
to 3.75% effective June 8, 2009. The Credit Facility accrues interest
at an Adjusted LIBOR rate and requires payment of interest only
quarterly. The Credit Facility had no balance outstanding at June 8,
2009. Except for a decrease in the aggregate unsecured borrowing limit, an
extension of the maturity date, and an increase in the financial covenant ratio,
there were no material changes in the terms of the Credit
Facility. The Credit Facility continues to contain various other
conditions precedent to borrowing and affirmative and negative covenants which
have not been amended.
The
foregoing description of the terms and conditions of the Credit Facility is not
complete and is qualified in all respects by the actual provisions of the Credit
Facility, copies of which have been filed as exhibits to this Current Report on
Form 8-K and are 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.
The
information set forth above under Item 1.01 is hereby incorporated by reference
into this Item 2.03.
Item 9.01 Financial
Statements and Exhibits
10.1 –
Amendment to Amended and Restated Credit Agreement between JPMorgan Chase Bank,
N.A. and WesBanco, Inc.
10.2 –
Line of Credit Note between JPMorgan Chase Bank, N.A. and WesBanco,
Inc.
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: June
10, 2009
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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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