Def Agreement
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 17, 2006 (July 12,
2006)
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
|
West
Virginia
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0-8467
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55-0571723
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer 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
July
12, 2006, WesBanco, Inc. entered into an Amended and Restated Credit Agreement
and Line of Credit Note (collectively, the “Credit Facility”) with JP Morgan
Chase Bank, N.A. providing for aggregate borrowings of up to $35 million
and an
originally scheduled maturity date of July 12, 2007. The Credit Facility
accrues
interest at an Adjusted LIBOR rate and requires the payment of consecutive
quarterly installments of interest only commencing on October 12, 2006. An
initial advance of $11 million was used to repay the balance outstanding
under
the revolving credit agreement discussed under Item 1.02 below.
The
Credit Facility contains various conditions precedent to borrowing and
affirmative and negative covenants including the following:
Borrower
shall maintain at all times each financial institution Subsidiary’s
categorization as ‘Well Capitalized’ as defined by the regulations of each
respective Subsidiary’s primary federal Government Authority.
Borrower
shall at all times maintain a “Financial Institution Subsidiary’s Consolidated
Non-Performing Assets Ratio” of not greater than one and 75/100 percent (1.75%),
which is the ratio, determined on a consolidated basis for the Borrower,
of (i)
the sum of “Non-Performing Assets” plus “OREO,” to (ii) the sum of “Total Loans”
plus “OREO.” The term “Non-Performing Assets” means the sum of all loans
classified as past due 90 days or more and still accruing interest, all loans
classified as ‘non-accrual’ and no longer accruing interest, all loans
classified as ‘restructured loans and leases’, and all other ‘non-performing
loans.’ The term “Total Loans” means the total of all performing and
non-performing loans. The term “OREO” means the book value, net of accumulated
depreciation, of all other real estate owned by the financial institutions
Subsidiary and its Subsidiaries for which this ratio is being computed;
provided, however, that this term excludes all real estate which is occupied
and
used by the financial institutions Subsidiary and its Subsidiaries in the
ordinary course of business. The “Financial Institution Subsidiary’s
Consolidated Non-Performing Assets Ratio” shall be measured quarterly and shall
be determined from the applicable quarterly financial statements filed with
the
applicable Governmental Authority.
On
July
14, 2006, WesBanco entered into a “Note Modification Agreement” whereby the
maturity date of the Credit Facility was changed from July 12, 2007 to July
12,
2008.
The
foregoing description of the terms and conditions of the Credit Facility
and
related Note Modification Agreement is not complete and is qualified in all
respects by the actual provisions of the Credit Facility and Note Modification
Agreement, copies of which have been filed as exhibits to this Current Report
on
Form 8-K and are incorporated herein by reference. Capitalized terms used
in
this Item 1.01 but not defined herein have the meanings ascribed to them
in the
Credit Facility.
Item
1.02. Termination of a Material Definitive Agreement
In
connection with entering into the Credit Facility discussed in Item 1.01
above,
WesBanco terminated and repaid the balance owed under a revolving credit
agreement with SunTrust Bank dated
July 30, 2004 (as amended or modified from time to time) a copy of which
was
filed
with the Securities and Exchange Commission as Exhibit 10.1 to WesBanco’s
Quarterly Report on Form 10-Q on November 9, 2004.
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
(d)
Exhibit
10.1
--
Amended
and Restated Credit Agreement between JP Morgan Chase Bank, N.A.
and
WesBanco,
Inc.
10.2
-- Line
of
Credit Note between
JP Morgan Chase Bank, N.A. and WesBanco, Inc.
10.3
-- Note
Modification Agreement between JP Morgan 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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July
17, 2006
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/s/
Robert H. Young |
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Date
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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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