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| UNITED STATES OF AMERICA |
| before the |
| SECURITIES AND EXCHANGE COMMISSION |
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| SECURITIES EXCHANGE ACT OF 1934 |
| Release No. 66312 / February 2, 2012 |
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| ACCOUNTING AND AUDITING ENFORCEMENT |
| Release No. 3362 / February 2, 2012 |
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| ADMINISTRATIVE PROCEEDING |
| File No. 3-14737 |
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| In the Matter of : ORDER INSTITUTING ADMINISTRATIVE |
| : PROCEEDINGS PURSUANT TO RULE |
| DALE SHAFER, CPA, : 102(e) OF THE COMMISSION’S RULES OF |
| : PRACTICE, MAKING FINDINGS, AND |
| Respondent. : IMPOSING REMEDIAL SANCTIONS |
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| ____________________________________ : |
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| I. |
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| The Securities and Exchange Commission (“Commission”) deems it appropriate and in the |
| public interest that public administrative proceedings be, and hereby are, instituted against Dale |
| Shafer (“Respondent” or “Shafer”) pursuant to Rule 102(e)(3)(i) of the Commission’s Rules of |
| Practice.1 |
| II. |
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| 1 Rule 102(e)(3)(i) provides, in relevant part, that: |
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| The Commission, with due regard to the public interest and without preliminary hearing, |
| may, by order, . . . suspend from appearing or practicing before it any . . . accountant . . . who has |
| been by name . . . permanently enjoined by any court of competent jurisdiction, by reason of his |
| or her misconduct in an action brought by the Commission, from violating or aiding and abetting |
| the violation of any provision of the Federal securities laws or of the rules and regulations |
| thereunder. |
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| 2 |
| In anticipation of the institution of these proceedings, Respondent has submitted an Offer |
| of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the |
| purpose of these proceedings and any other proceedings brought by or on behalf of the |
| Commission, or to which the Commission is a party, and without admitting or denying the findings |
| herein, except as to the Commission’s jurisdiction over him and the subject matter of these |
| proceedings, and the findings contained in Section 4 below, which are admitted, Respondent |
| consents to the entry of this Order Instituting Administrative Proceedings Pursuant to Rule 102(e) |
| of the Commission’s Rules of Practice, Making Findings, and Imposing Remedial Sanctions |
| (“Order”), as set forth below. |
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| III. |
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| On the basis of this Order and Respondent’s Offer, the Commission finds that: |
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| 1. Dale Bruce Shafer, age 42, is and has been a certified public accountant |
| licensed since 1996 to practice in the State of Ohio. He served as interim Chief Financial Officer |
| and Senior Vice President of Oak Hill Financial, Inc. (“Oak Hill”) from December 2006 until May |
| 2008. |
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| 2. Oak Hill was, at all relevant times, an Ohio corporation with its principal |
| place of business in Jackson, Ohio. Oak Hill was a bank. At all relevant times, Oak Hill’s common |
| stock was registered with the Commission pursuant to Section 12(b) of the Securities Exchange Act |
| of 1934 (“Exchange Act”), and traded on the NASDAQ National Market under the symbol OAKF. |
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| 3. WesBanco Inc., is a holding company incorporated in West Virginia with |
| its principal executive offices in Wheeling, West Virginia. Its common stock is registered with |
| the Commission pursuant to Section 12(b) of the Exchange Act, and it trades on the Nasdaq |
| under the ticker symbol WSBC. |
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| 4. On January 19, 2012, the Commission filed a complaint against Shafer in |
| SEC v. Dale Shafer, et al. (Civil Action No. 1:12-CV-62 S.D. Ohio). On January 27, 2012, the |
| court entered an order permanently enjoining Shafer, by consent, from future violations of Section |
| 10(b) of the Exchange Act and Rule 10b-5 thereunder. Shafer was also ordered to pay $33,484.08 |
| jointly and severally in disgorgement of ill-gotten gains and $5,473.73 in prejudgment interest; and |
| a $33,484.08 civil money penalty. |
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| 5. The Commission’s complaint alleged, among other things, that Shafer |
| owed a fiduciary duty of trust and confidence to the shareholders of Oak Hill to maintain the |
| confidentiality of the information entrusted to him about the merger with WesBanco. Shafer |
| knowingly or recklessly breached his duty by communicating this information to his cousin and |
| in doing so he thereby received a personal benefit. |
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| IV. |
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| 3 |
| In view of the foregoing, the Commission deems it appropriate and in the public interest to |
| impose the sanction agreed to in Respondent Shafer’s Offer. |
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| Accordingly, it is hereby ORDERED, effective immediately, that: |
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| A. Shafer is suspended from appearing or practicing before the Commission as an |
| accountant. |
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| B. After five years from the date of this order, Shafer may request that the |
| Commission consider his reinstatement by submitting an application (attention: Office of the |
| Chief Accountant) to resume appearing or practicing before the Commission as: |
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| 1. a preparer or reviewer, or a person responsible for the preparation or |
| review, of any public company’s financial statements that are filed with the Commission. Such |
| an application must satisfy the Commission that Respondent’s work in his practice before the |
| Commission will be reviewed either by the independent audit committee of the public company |
| for which he works or in some other acceptable manner, as long as he practices before the |
| Commission in this capacity; and/or |
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| 2. an independent accountant. Such an application must satisfy the |
| Commission that: |
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| (a) Respondent, or the public accounting firm with which he is |
| associated, is registered with the Public Company Accounting Oversight Board (“Board”) in |
| accordance with the Sarbanes-Oxley Act of 2002, and such registration continues to be effective; |
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| (b) Respondent, or the registered public accounting firm with which he |
| is associated, has been inspected by the Board and that inspection did not identify any criticisms |
| of or potential defects in the respondent’s or the firm’s quality control system that would indicate |
| that the respondent will not receive appropriate supervision; |
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| (c) Respondent has resolved all disciplinary issues with the Board, and |
| has complied with all terms and conditions of any sanctions imposed by the Board (other than |
| reinstatement by the Commission); and |
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| (d) Respondent acknowledges his responsibility, as long as |
| Respondent appears or practices before the Commission as an independent accountant, to |
| comply with all requirements of the Commission and the Board, including, but not limited to, all |
| requirements relating to registration, inspections, concurring partner reviews and quality control |
| standards. |
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| C. The Commission will consider an application by Respondent to resume |
| appearing or practicing before the Commission provided that his state CPA license is |
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| 4 |
| current and he has resolved all other disciplinary issues with the applicable state boards of |
| accountancy. However, if state licensure is dependent on reinstatement by the |
| Commission, the Commission will consider an application on its other merits. The |
| Commission’s review may include consideration of, in addition to the matters referenced |
| above, any other matters relating to Respondent’s character, integrity, professional conduct, |
| or qualifications to appear or practice before the Commission. |
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| By the Commission. |
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| Elizabeth M. Murphy |
| Secretary |
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