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 25, 2004
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Winton Financial Corporation
(Exact name of registrant as specified in its charter)
Ohio 0-18993 31-1303854
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5511 Cheviot Road, Cincinnati, Ohio 45247
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (513) 385-3880
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Former name or former address, if changed since last report Not Applicable
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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)
[ ] 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 August 25, 2004, WesBanco, Inc. ("WesBanco"), WesBanco Bank, Inc.,
Winton Financial Corporation ("Winton"), and The Winton Savings and
Loan Co. entered into an Agreement and Plan of Merger (the "Merger
Agreement") providing for the merger of Winton 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 and
99, respectively, and are incorporated herein by reference in their
entirety.
Winton shareholders will receive for each Winton share owned $20.75 in
cash or 0.755 shares of WesBanco common stock, subject to the
requirement that 60% of Winton's outstanding shares will be paid in
stock and 40% in cash, via a pro ration formula described in the Merger
Agreement. The consummation of the merger is subject to several closing
conditions and obtaining regulatory and Winton shareholder approval.
WesBanco will file with the SEC a Registration Statement on Form S-4,
which will contain the proxy statement/prospectus, as well as other
relevant documents concerning the proposed merger. Investors are urged
to read the proxy statement/prospectus when it becomes available and
any other relevant documents filed with the SEC because they will
contain important information. A proxy statement/prospectus will be
mailed to shareholders of Winton prior to their shareholder meeting. In
addition, you will be able to obtain the Form S-4 Registration
Statement, including the exhibits filed therewith free of charge at the
website maintained by the SEC at www.sec.gov, on the NASDAQ website at
http://www.nasdaq.com and from either the WesBanco or Winton websites
at http://www.wesbanco.com or at http://www.wintonsavings.com.
Winton and its directors and executive officers may be deemed to be
participants in the solicitation of proxies from the shareholders of
Winton in connection with the proposed transaction. Information about
directors and executive officers of Winton and their ownership of
Winton common stock is set forth in the Annual Report on Form 10-K for
its fiscal year ended September 30, 2003, filed December 23, 2003.
Additional information regarding interests in the transaction of
participants in the proxy solicitation may be obtained by reading the
proxy statement/prospectus regarding the proposed transaction when it
becomes available.
Investors should read the proxy statement/prospectus carefully when it
becomes available before making any voting or investment decisions.
ITEM 9.01 Financial Statements and Exhibits.
C) Exhibits
Exhibit Description of Exhibit
Number
2 Agreement and Plan of Merger dated as of August 25,
2004 by and between WesBanco, WesBanco Bank, Inc.,
Winton and The Winton Savings and Loan Co.
99 Press Release issued by Winton, dated August 25,
2004.
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.
WINTON FINANCIAL CORPORATION
August 30, 2004 /s/ Jill M. Burke
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Jill M. Burke
Chief Financial Officer