By Jeff McKinney
The Enquirer staff writer
Rising interest rates and the difficulty of achieving strong earnings growth as a traditional thrift set the stage for the $102.5 million buyout of Winton Financial Corp. two months ago, a Securities and Exchange Commission filing shows.
Robert Bollin, president of Winton, one of Greater Cincinnati's largest thrifts, began raising those concerns with the company's directors in late 2003, the filing showed. The talks came after interest rates began rising from record lows at mid-year and competition from other lenders picked up.
Details of Wheeling, W.Va.-based WesBanco Inc.'s purchase of the parent of Winton Savings & Loan Co. came from the SEC filing this week by WesBanco.
The deal still must be approved by Winton shareholders and banking regulators. The 117-year-old Monfort Heights-based thrift has $554 million in assets, $367 million in deposits and seven branches in Hamilton County.
WesBanco said it expects to retain three of Winton's top executives: Robert Bollin, president of Winton Financial and Winton Savings; Gregory Bollin, vice president of Winton Savings and executive vice president of Winton Financial; and Jill Burke, chief financial officer of Winton Financial and Winton Savings. As part of the buyout, they will receive lump-sum payments of about $1.06 million, $489,000 and $358,000 respectively.
The filing did not disclose how many Winton employees might lose their jobs but said WesBanco has agreed to keep on "at least a majority" of the roughly 140 employees of the thrift and its subsidiaries. The others would receive severance packages.
The document said that Winton's board hired an investment bank to find potential suitors in May 2004.
Arlington, Va.-based Friedman, Billings, Ramsey Group presented Winton's board a profile on 20 companies along with what price Winton might expect to receive in a purchase. Winton's directors later added seven more companies to the list.
The list ultimately was whittled to four, and those companies were allowed to examine Winton's books in a competitive-bidding process. Bidders in addition to WesBanco were not identified.
In August, WesBanco agreed to pay $20.75 a share in cash and 0.755 shares of WesBanco stock for each share of Winton stock. On Aug. 25, Winton and WesBanco announced the merger, and the stock closed that day at $15.30. On Friday it closed at $21.75, up 42.1 percent since the merger announcement.
The deal also calls for Winton to pay a $3 million termination fee if under certain conditions, the merger is not completed.
The merger is expected to be completed by January.
Severance agreements detailed in the filing included Gregory Niesen, secretary and treasurer of Winton Financial and Winton Savings, who would get a lump cash payment of $88,250, and Robert Booth, credit manager of Winton Savings, who would get $97,500.
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E-mail jmckinney@enquirer.com
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