UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
[Fee Required]
For the fiscal year ended December 31, 1995
Commission file number 0-5893
American Bancorporation
(Exact name of registrant as specified in its charter)
Ohio 31-0724349
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1025 Main Street, Suite 800, Wheeling, West Virginia, 26003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (304) 233-5006
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common stock, without par value
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
the filing requirements for the past 90 days.
Yes x No
State the aggregate market value of the voting stock held by nonaffiliates of
the Registrant. The aggregate market value shall be computed by reference to
the price at which the stock was sold, or the average bid and asked prices of
such stock as of a specified date within 60 days prior to the date of filing.
$26,544,192 at February 29, 1996
Indicate the number of shares outstanding of each of the Registrant's classes
of common stock, as of the latest practicable date.
1,564,837 shares of Common stock without par value at March 25, 1996
Number of pages Exhibit Index
comprising this Located at
report.......63 Page...12 & 14
DOCUMENTS INCORPORATED BY REFERENCE
Certain of the items listed in the table below are included in the Annual
Report to Stockholders for the year ended December 31, 1995. With the
exception of the pages listed in the index and hereby incorporated by
reference, the 1995 Annual Report to Stockholders is not to be deemed filed
as part of this report.
The Registrant will file a Definitive Proxy Statement with the Securities and
Exchange Commission pursuant to Regulation 14A within 120 days after the close
of fiscal year 1995. Information contained therein is hereby incorporated by
reference as indicated in the table below.
CROSS REFERENCE INDEX AND TABLE OF CONTENTS
Page Reference
Form Annual Report Proxy
10K Shareholders statement
Part I
Item 1 Business. . . . . . . . . . . . 3 - 9 IFC -
Item 2 Properties. . . . . . . . . . . 10 - -
Item 3 Legal proceedings . . . . . . . 11 - -
Item 4 Submission of matters
to a vote of security holders . . N/A
Part II
Item 5 Market for Registrants common stock
and related security holders
matters . . - IFC, IBC, 28 2-3, 9
Item 6 Selected financial data . . . - 28 -
Item 7 Management's discussion and analysis
of financial condition and results
of operations - 29-42 -
Item 8 Financial statements and
supplementary data 11 2-27 -
Item 9 Changes and disagreements with
Accountants on accounting and
financial disclosures N/A
Part III
Item 10 Directors and executive officers
of the Registrant. . . - - 4-7
Item 11 Executive compensation - - 8-9
Item 12 Security ownership of certain
beneficial owners and management - - 3
Item 13 Certain relationships and
related transactions - - 12
Part IV
Item 14 Exhibits, financial statement
schedules and reports on
Form 8K 11-12 - -
Part I
Item 1. Business
A. General
American Bancorporation (the "Registrant" or the "Company") is a bank holding
company registered under the Bank Holding Company Act of 1956, as amended. The
Registrant was incorporated under the laws of the State of Ohio on August 10,
1966. The Registrant is engaged in the business of organizing, acquiring and
developing a system of affiliate banks and companies engaged in bank related
activities. The Registrant presently owns all the capital stock of two
commercial banks.
The Wheeling National Bank ("WNB") is a national banking association,
organized in 1978, and acquired by the Company in 1988. WNB is located in
West Virginia and has offices in Wheeling, Weirton, New Martinsville and Pine
Grove. WNB employs 106 full time equivalent employees. At December 31, 1995,
WNB had total assets of $197.8 million.
The Columbus National Bank ("CNB") was formerly known as Quaker City National
Bank and was acquired by the Company in 1982. CNB, with its headquarters
situated in Franklin County, conducts its operations through offices in St.
Clairsville, Flushing, Shadyside, Barnesville, Freeport, Cambridge, Gahanna,
Reynoldsburg, Steubenville and Columbus, Ohio. CNB has 71 full time
equivalent employees and was chartered as a national bank in 1872. At
December 31, 1995, CNB had total assets of $151.5 million.
WNB and CNB conduct general commercial banking businesses. Assisting
individuals, business and government, the banks provide a full range of
depository services including demand, savings and time deposits, negotiable
orders of withdrawal and money market deposit accounts and lending services
including mortgage, commercial and consumer loans. WNB is also authorized to
exercise fiduciary powers.
The Company plans to merge CNB into WNB on March 29, 1996, under WNB's
charter. WNB's headquarters will be located in St. Clairsville, Ohio. The
merger will generate operating savings from the elimination of duplicate
administrative functions, back office operations and accounting functions.
In addition to its bank affiliates, the Company has organized four non-bank
subsidiaries. The non-bank subsidiaries are authorized to provide various
services including: data processing, equipment and real estate leasing,
transfer agent services to affiliates and mortgage banking. American
Mortgages, Inc., ("AMI") which is located in Wheeling, West Virginia, conducts
mortgage banking activities including making and servicing mortgage loans.
AMI employs 14 full time equivalent employees. American Bancdata Corporation
("ABD") provides data processing services to the Company and the affiliate
banks. ABD employs 5 full time equivalent employees.
B. Supervision and Regulation
1. Registrant
The activities of the Registrant are governed by the provisions of the
Bank Holding Company Act of 1956, as amended, the "Act", and the regulations
promulgated thereunder by the Board of Governors of the Federal Reserve
System. The Act requires the submission of bank holding companies to the
supervision and examination of the Board of Governors. Pursuant to the
obligations imposed by the Act, the Registrant files annual and interim
reports and such additional information as the Board of Governors may require.
Prior approval of the Board of Governors is required for any acquisition by
the Registrant of substantially all the assets of any bank, or the ownership
or control of any voting shares of any bank, if, after such acquisition, it
would own or control, directly or indirectly, more than 5% of the voting
shares of such bank. As an Ohio bank holding company, the Registrant is not
permitted to acquire voting shares of a bank located in another state unless
that state has specifically authorized such an acquisition by statute. The
Board of Governors, in evaluating a proposed acquisition, is required to
examine the effects on competition as well as the public interest to be
served.
The Registrant is prohibited from acquiring more than 5% of the voting shares
of any company that is not a bank and from engaging in any business, other
than banking or performing services for its subsidiaries, without the prior
approval of the Board of Governors. The Board of Governors is authorized to
approve, among other things, the ownership of shares by a bank holding company
in any company, the activities of which the Board of Governors has determined
to be so closely related to banking or managing or controlling banks as to be
a proper incident thereto. In making such a determination, the Board of
Governors is required to weigh the expected benefit to the public, such as
greater convenience, increased competition or gains in efficiency, against
the risks of possible adverse effects, such as undue concentration of
resources, decreased or unfair competition, conflicts of interest or unsound
banking practices.
In October, 1988 Ohio's regional interstate banking restrictions ended and
reciprocal nationwide banking became permitted, with any state having
interstate banking laws paralleling Ohio's.
The Riegal-Neal Interstate Banking and Efficiency Act of 1994, Public Law
103-328, provides that, among other things, substantially all state law
barriers to the acquisition of banks by out-of-state bank holding companies
were eliminated effective September 29, 1995. The law will also permit
interstate branching by banks effective as of June 1, 1997, subject to the
ability of states to opt out completely or to set an earlier effective date.
The Company anticipates that the effect of the new law may be to increase
competition within the market in which the Company operates, although the
Company cannot predict the effect to which competition will increase in such
markets or the timing of such increase.
2. Banking Affiliate of the Registrant
The subsidiary banks have national charters and accordingly, are subject to
the National Banking Act and supervision and examination by the Comptroller of
the Currency. The subsidiary banks are members of the Federal Deposit
Insurance Corporation and are subject to the Federal Deposit Insurance Act.
Areas subject to regulation by Federal authorities include reserves on
deposits, interest rates and other terms of deposits, investments, loans,
payment of dividends, establishment of branches and other aspects of
operations, as well as mergers and the issuance of securities.
The banks make loans subject to state usury laws that provide maximum interest
rates that may be charged for specific classes of loans. The banks are also
subject to a variety of other laws which impose limitations on loans to a
single borrower, to insiders, and to others, and to other laws which impose
various requirements concerning certain types and classes of loans.
Subsidiary banks of a bank holding company are subject to certain restrictions
imposed by the Federal Reserve Act on any extensions of credit to the bank
holding company or any of its subsidiaries; on investments in the stock or
other securities thereof and; on the taking of such stock or securities as
collateral for loans to any borrower. Further, under the Bank Holding Company
Act and regulations of the Board of Governors, a bank holding company and its
subsidiaries are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, sale of property or furnishing of
services. The Act further requires that any bank controlled by a bank holding
company be insured by the Federal Deposit Insurance Corporation.
C. Government Monetary Policy and Conditions Affecting the Industry
The earnings of commercial banks, and consequently the earnings of the
Registrant, are affected by the policies of regulatory authorities, including
the Board of Governors of the Federal Reserve System. An important function of
the Federal Reserve Board is to regulate the national supply of money and
credit in an effort to prevent recession and restrain inflation. Among the
vehicles used to achieve these objectives are open market operations in U.S.
government securities, changes in the discount rate on member bank borrowings,
changes in reserve requirements against member bank deposits, and limitations
on interest rates which member banks may pay on time and savings deposits.
These policies are used in varying combinations to influence overall growth
and distribution of bank loans, investments and deposits, and their use also
affects interest rates charged on loans or paid for deposits.
The monetary policies of the Federal Reserve Board have had a significant
impact on the operating results of commercial banks in the past and are
expected to continue to do so in the future. The effect, if any, of such
policies upon the future business and earnings of the Registrant cannot be
predicted.
The Depository Institutions Deregulation and Monetary Control Act of 1980
significantly changed the regulatory environment of financial institutions in
the United States. Regulations implementing the 1980 Act included (i)
significant changes in reserve requirements and the services provided by the
Federal Reserve System; (ii) phased elimination of the regulation limiting the
rate of interest payable on savings and time deposits; (iii) validation of NOW
accounts, automatic transfer accounts, and share draft accounts; and (iv)
significant changes in the types of loans and the nature of the services which
thrift institutions can offer to the public.
On August 9, 1989, the Financial Institution Reform, Recovery and Enforcement
Act of 1989 ("FIRREA") established a mechanism for providing funding for the
Resolution Trust Corporation ("RTC") and authorizes the RTC to act as
receiver to liquidate savings associations placed in receiverships. It is
possible that the activities of RTC could result in a significant reduction
in the size of the thrift industry and increased concentration of business of
depository institutions in the hands of large depository institutions and
holding companies. FIRREA allows both bank and savings and loan holding
companies to acquire savings associations. It is also possible that RTC's
activities could impact upon the market value of real estate in areas where
a large number of savings associations are placed into receivership.
In 1991, the Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") was enacted, which among other things, was intended to protect the
federal deposit insurance fund by requiring regulators to take specific prompt
actions with respect to institutions that do not meet minimum capital
standards. FDICIA requires Federal regulators to promulgate regulations to
implement the law's provisions. Certain of these regulations became effective
in 1992, including the adoption by federal regulatory agencies of definitions
of the five capital tiers which define the implementing regulation for each
institution, while others became effective in 1993.
Under FDICIA, new regulations became effective governing the receipt of broker
deposits based on the institutions capital rating. Other revisions included
specific accounting and reporting requirements and risk-based assessments for
FDIC insurance, which are based on the level of risk activities the
institution is involved. Some provisions include termination of "too big to
fail" doctrine, limitations on FDIC's payment of deposits at foreign branches
and revised regulatory standards for, among other things, real estate lending
and capital adequacy.
D. Competition
The Registrant's affiliate banks compete in their areas with commercial banks
and other financial intermediaries such as saving and loan associations,
credit unions, consumer finance companies, factors and insurance companies.
The principal methods of bank competition are interest rates and services. The
subsidiary banks of the Company pay interest on deposits and charge rates and
fees on loans which are competitive in the general area served.
E. Personnel
The Registrant, its affiliate banks, and non-banking subsidiaries employed 196
full-time equivalent employees at December 31, 1995.
F. Miscellaneous
Research and development is not a significant portion of the Registrant's
business. The Registrant has no foreign operations or income, no material
patents, licenses, franchises or concessions, and materials are not essential
to its business. Environmental regulations do not materially affect the
capital expenditures, income or competitive position of the Registrant.
The Registrant's business is not subject to material seasonal fluctuation. The
business of the Registrant's affiliate bank is not dependent on any one or a
few customers. The Registrant, as a holding company, relies predominately on
dividends from its affiliate banks and management fees from its affiliate
banks for its working capital requirements.
Selected Statistical Information
The following tables and schedules, referenced in the index presented below,
set forth certain consolidated statistical information of American
Bancorporation, required of bank holding companies pursuant to Guide 3.
Selected tables are set forth on pages 28 through 42 in the annual report to
stockholders, which pages are hereby incorporated by reference in this Form
10-K. The information contained in the tables should be read in conjunction
with the consolidated financial statements of American Bancorporation and the
notes thereto appearing elsewhere in this Form 10-K.
Page Reference
Form Annual report
10K to stockholders
I. Distribution of assets, liabilities and
stockholders' equity, interests rates
and interest differential
a. Average balance sheet . . . . . . . . . . . - 29
b. Average earning assets and interest bearing
liabilities, interest earned and paid,
yield and rates. . - 29
c. Interest variances . . . . - 32
II. Investment portfolio
a. Carrying value of investment
securities by type. . . . . - 39
b. Maturity and weighted average yield. . . . - 39
III. Loans
a. Types of loans . - 36
b. Maturity and sensitivity to change
in interest rates. . . - 36
c. Non-performing loans . . . - 37
IV. Summary of loans loss experience. . . . . . 9 38
V. Deposits
a. Average amount . - 39
b. Maturity of time certificates of
deposits in excess of $100,000. . . . . . - 39
VI. Return on equity and assets . . . . . . . . - 28
The following table summarizes the balance of the allowance for loan losses
by the major loan categories. The table supplements that on page 38 of the
Company's annual report to stockholders for the year ended December 31, 1995,
incorporated by reference herein.
Allowance Percent
amount in each category
(000's omitted) to total loans
December 31, 1995
Commercial, financial and agricultural . . . $ 984 25.2%
Real estate - construction . . . - 0.7
Real estate - mortgage . . . . . . 358 51.4
Installment. . . . . . . . . . . . 513 22.7
Leases . . . . . . . . . . . . . - 0.0
Unallocated. . . . . . . . . . . . . 1,999 N/A
$3,854 100.0%
December 31, 1994
Commercial, financial and agricultural . . . .$1,165 22.6
Real estate - construction . . . - 0.5
Real estate - mortgage . . . . 407 52.3
Installment . . . . . . . . . 913 24.6
Leases . . . . . . . . . . . . . - 0.0
Unallocated. . . . . . . . . . . . 1,252 N/A
$3,737 100.0%
December 31, 1993
Commercial, financial and agricultural . . . .$2,099 28.2%
Real estate - construction . . . - 1.2
Real estate - mortgage . . . . . . 246 35.5
Installment. . . . . . . . . . . . 645 35.1
Leases . . . . . . . . . . . . . - 0.0
Unallocated. . . . . . . . . . . . 554 N/A
$3,544 100.0%
December 31, 1992
Commercial, financial and agricultural . . . .$2,532 28.1%
Real estate - construction . . . - 1.1
Real estate - mortgage . . . . . . 143 31.2
Installment. . . . . . . . . . . . 926 39.6
Leases . . . . . . . . . . . . . - 0.0
Unallocated. . . . . . . . . . . . 80 N/A
$3,681 100.0%
December 31, 1991
Commercial, financial and agricultural . . . .$1,492 30.3%
Real estate - construction . . . - 1.0
Real estate - mortgage . . . . . . 202 28.4
Installment. . . . . . . . . . . . 464 40.3
Leases . . . . . . . . . . . . . - 0.0
Unallocated. . . . . . . . . . . . 305 N/A
$2,463 100.0%
ITEM 2. PROPERTIES
The Company and its non-banking subsidiaries conduct business from the
Company's administrative headquarters in Wheeling, West Virginia and the Banks
conduct business from their various office locations. The net book value of
the Company's office facilities, furniture and equipment, including leasehold
improvements and property held for future expansion (less accumulated
depreciation and amortization) at December 31, 1995 was $8.9 million. The
Company does not believe that the termination of any of its leases would have
a material effect on its operations.
Listed below are the locations of the Company's executive offices and the
Bank's branch offices that were operating as of December 31, 1995, as well as
proposed branch office locations. All buildings are owned by the Company
unless otherwise indicated. Except as noted, the Company believes its
property is suitable and adequate for its current and proposed needs.
Approximate
Office Year Opened Sq. Feet
American Bancorporation
Hawley Building, Wheeling, West Virginia
Executive and non-bank subsidiary offices 1987 4,000 (1)
Columbus National Bank, Ohio
Cambridge . 1974 5,840
Cambridge - Drive-in. . . . 1989 14,000
Gahanna . . 1990 3,200 (1)
Gahanna - StoneRidge Plaza. . . . . . . . Proposed 1,600 (1)
Reynoldsburg. 1990 6,000
Flushing. . 1953 4,000
St. Clairsville 1991 8,000 (2)
St. Clairsville - Ohio Valley Mall. . . 1994 3,088 (2)
Shadyside . 1980 4,200
Freeport. . 1988 1,500
Barnesville 1994 2,000
Columbus. . 1993 1,350 (1)
Columbus (Administrative offices) . . . 1994 1,069 (1)
Steubenville. . . . . . . . . . . . . . 1994 1,400 (2)
Wheeling National Bank, West Virginia
Wheeling. 1969 29,515
Wheeling - Drive-in . . . . 1991 18,583
New Martinsville. . . . . . 1978 2,800
Pine Grove. 1983 1,125
Wheeling Island 1984 1,280
Elm Grove . 1986 2,420 (1)
Weirton . . 1986 15,214
Weirton - Drive-in. . . . . 1989 4,800
Weirton Heights 1990 1,500 (1)
American Mortgages, Inc.
Elm Grove . . . . . . . . . . . . . . . 1994 4,700 (1)
(1) Leased.
(2) Ground leased.
ITEM 3. LEGAL PROCEEDINGS
The Registrant and its affiliates are not involved in any material pending
legal proceedings outside the normal conduct of business (including proceedings
arising from environmental quality statutes) to which the Registrant is a
party, or of which its property is the subject, nor are any proceedings known
to be contemplated.
PART IV
ITEM 14 . EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
AND REPORTS ON FORM 8-K
A. The following documents are filed as part of this report:
1. Financial Statements
Page reference
Annual report
to stockholders
Independent Auditors' Report
For the years ended December 31, 1995, 1994 and 1993. . . 27
Consolidated financial statements
Consolidated balance sheet at December 31, 1995 and 1994 2
Consolidated statement of operations for the years ended
December 31, 1995, 1994 and 1993. . . . . . 3
Consolidated statement of stockholders' equity for the years
ended December 31, 1995, 1994 and 1993. . . 4
Consolidated statement of cash flows for the years ended
December 31, 1995, 1994 and 1993. . . . . . 5
Notes to consolidated financial statements including condensed
financial information of Registrant . . . . . 6 - 26
2. Financial Statement Schedules
All schedules have been omitted since the required information is not present
in amount sufficient to require submission or because the information required
is included in the financial statements, including the notes thereto.
3. Exhibits Page No. in
Form 10-K
Number
3.1 Fifth Amended Articles of Incorporation (a)
3.3 Amended Code of Regulations (a)
3.5 1987 Amendment to Fifth Amended Articles of Incorporation (b)
3.6 1987 Amendment to Amended Code of Regulations (b)
3.7 1988 Amendment to Amended Code of Regulations (c)
3.8 1990 Amendment to Amended Code of Regulations (e)
4.2 Specimen Common Share Certificate as of December 15, 1988 (d)
10.6 Agreement to Merge between Columbus National and
Citizens National Bank, Flushing-St. Clairsville (f)
10.8 American Bancorporation Senior Management Incentive
Compensation Plan (g)
10.9 Savings Assumption and Purchase Agreement -
Buckeye Savings Bank Branches (h)
10.10 Agreement to Merge between Wheeling National Bank and
Columbus National Bank 15-17
13.1 1995 Annual Report to Security Holders 18-63
22.1 Subsidiaries:
The following is a list of all subsidiaries of American
Bancorporation, the jurisdiction of incorporation or organization,
and the percentage of shares owned by American Bancorporation
for each such subsidiary.
Jurisdiction Percentage
Name
Columbus National Bank. . . . U.S. 100%
Wheeling National Bank. . . U.S. 100%
American Bancservices, Inc. . Ohio 100%
American Mortgages, Inc . . . Ohio 100%
American Bancleasing, Inc . . Ohio 100%
American Bancdata Corporation . . Ohio 100%
The following footnote references are to documents incorporated by
reference herein:
(a) Form 10-K (12/31/82) - Index on page 12
(b) Form S-4 (effective 9/3/87) - Exhibit Nos. 3.5 and 3.6
(c) Form 10-K (12/31/88) - Exhibit No. 3.7
(d) Form 10-K (12/31/88) - Exhibit No. 4.2
(e) Form 10-K (12/31/89) - Exhibit No. 3.8
(f) Form 10-K (12/31/91) - Exhibit No. 10.6
(g) Form 10-K (12/31/93) - Exhibit No. 10.8
(h) Form 10-Q (6/30/94) - Exhibit No. 10.9
B. Reports on Form 8-K:
Date Item Number Description
None
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 on April 1, 1996.
AMERICAN BANCORPORATION
/s/ Jeremy C. McCamic
Jeremy C. McCamic
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed by the following persons on behalf of the
Registrant and in the capacities indicated as of April 1, 1996.
/s/ Jack O. Cartner
Jack O. Cartner Jolyon W. McCamic
Director Director and Vice Chairman
/s/ Paul W. Donahie /s/ Robert C. Mead
Paul W. Donahie Robert C. Mead
Director and President Director and
Chief Operating Officer
/s/ John J. Malik, Jr. /s/ John E. Wait
John J. Malik, Jr. John E. Wait
Director Director
/s/ Jay T. McCamic /s/ Brent E. Richmond
Jay T. McCamic Brent E. Richmond
Director Secretary, Treasurer,
Executive Vice President and
Chief Financial Officer
/s/ Jeremy C. McCamic
Jeremy C. McCamic
Director, Chairman and
Chief Executive Officer
EXHIBIT INDEX
Number Description SEC Page #
3.1 Fifth Amended Articles of Incorporation . . . . . (a)
3.3 Amended Code of Regulations . . . . . . . . . . . . . . (a)
3.5 1987 Amendment to Fifth Amended Articles of Incorporation (b)
3.6 1987 Amendment to Amended Code of Regulations . . . (b)
3.7 1988 Amendment to Amended Code of Regulations. . . . . . (c)
3.8 1990 Amendment to Amended Code of Regulations. . . . . . (e)
4.2 Specimen Common Share Certificate as of December 15, 1988 (d)
10.6 Agreement to Merge between Columbus National and
Citizens National Bank, Flushing-St. Clairsville (f)
10.8 American Bancorporation Senior Management Incentive
Compensation Plan. . . . . (g)
10.9 Savings Assumption and Purchase Agreement -
Buckeye Savings Bank Branches . . . . . . . (h)
10.1 Agreement to Merge between Wheeling National Bank and
Columbus National Bank . . . . . . . . . (15-17)
13.1 1995 Annual Report to Security Holders. . . . . (18-63)
22.1 Subsidiaries:
The following is a list of all subsidiaries of American
Bancorporation, the jurisdiction of incorporation or organization,
and the percentage of shares owned by American Bancorporation
for each such subsidiary.
Jurisdiction Percentage
Name
Columbus National Bank. . . . U.S. 100%
Wheeling National Bank. . . U.S. 100%
American Bancservices, Inc. . Ohio 100%
American Mortgages, Inc . . . Ohio 100%
American Bancleasing, Inc . . Ohio 100%
American Bancdata Corporation . . . . . Ohio 100%
The following footnote references are to documents incorporated by reference
herein:
(a) Form 10-K (12/31/82) - Index on page 12
(b) Form S-4 (effective 9/3/87) - Exhibit Nos. 3.5 and 3.6
(c) Form 10-K (12/31/88) - Exhibit No. 3.7
(d) Form 10-K (12/31/88) - Exhibit No. 4.2
(e) Form 10-K (12/31/89) - Exhibit No. 3.8
(f) Form 10-K (12/31/91) - Exhibit No. 10.6
(g) Form 10-K (12/31/93) - Exhibit No. 10.8
(h) Form 10-Q (6/30/94) - Exhibit No. 10.9
Agreement to Merge
between
Wheeling National Bank
and
Columbus National Bank
under the charter of
Wheeling National Bank
under the title of
Wheeling National Bank
This agreement made between Wheeling National Bank (hereinafter referred to as
"Wheeling"), a banking association organized under the laws of the United
States, being located at 135 West Main Street, St. Clairsville, county of
Belmont, in the state of Ohio, with a capital of $15,669,632, divided into
247,855 shares of common stock, each of $10.00, surplus of $10.05, and
undivided profits, including capital reserves, of $10,700,682, as of June 30,
1995 and Columbus National Bank (hereinafter referred to as "Columbus"), a
banking association organized under the laws of the United States, being
located at 850 Wheeling Avenue, Cambridge, county of Guernsey, in the state of
Ohio, with a capital of $9,661,238, divided into 40,000 shares of common
stock, each of $30.00, surplus of $78.75, and undivided profits, including
capital reserves, of $5,311,238, as of June 30, 1995, each acting pursuant
to a resolution of its board of directors, adopted by the vote of a majority
of its directors, pursuant to the authority given by and in accordance with
the provisions of the Act of November 7, 1918, as amended (12 U.S.C. 215(a)),
witnessed as follows:
Section 1.
Columbus shall be merged into Wheeling under the charter of the latter.
Section 2.
The name of the receiving association (hereinafter referred to as the
"association") shall be Wheeling National Bank.
Section 3.
The business of the association shall be that of a national banking
association. This business shall be conducted by the association at its main
office which shall be located at 135 West Main Street, St. Clairsville, Ohio,
and at its legally established branches.
Section 4.
The amount of capital stock of the association shall be $2,478,550, divided
into 247,855 shares of common stock, each of $10.00 par value, and at the time
the merger shall become effective, the association shall have a surplus of
$6,840,400, and undivided profits, including capital reserves, which when
combined with the capital and surplus will be equal to the combined capital
structures of the merging banks as stated in the preamble of this agreement,
adjusted however, for normal earnings and expenses between June 30 , 1995,
and the effective time of the merger.
Section 5.
All assets as they exist at the effective time of the merger shall pass to and
vest in the asociation without any conveyance or other transfer. The
association shall be responsible for all of the liabilities of every kind and
description, including liabilities arising from the operation of a trust
department, of each of the merging banks existing as of the effective time of
the merger.
Section 6.
The capital stock of both Wheeling and Columbus is 100% held by American
Bancorporation. The outstanding 40,000 shares of Columbus common stock shall
be surrendered and cancelled. The capital stock of the Association shall
consist of the presently outstanding 247,855 shares of common stock of
Wheeling, each of $10 par value and the holders of it shall retain their
present rights.
Section 7.
The present board of directors of Wheeling and Columbus shall continue to
serve as the board of directors of the association until the next annual
meeting or until such time as their successors have been elected and have
qualified.
Section 8.
Effective as of the time this merger shall become effective as specified in
the merger approval to be issued by the Comptroller of the Currency, the
articles of association of Wheeling National Bank shall survive the merger.
Section 9.
This agreement may be terminated by the mutual consent of the board of
directors any time preceding the closing of the merger.
Section 10.
This agreement shall be ratified and confirmed by the unanimous consent of the
board of directors of American Bancorporation, sole shareholder and holding
company of both Wheeling and Columbus, and the merger shall become effective
at the time specified in a merger approval to be issued by the Comptroller of
the Currency of the United States.
WITNESS, the signatures of said merging banks this 30th day of October, 1995,
each set by its president or a vice president and attested to by its secretary,
pursuant to a resolution of its board of directors, acting by a majority.
Attest: Wheeling National Bank
By /s/ Paul W. Donahie
President
/s/ Brenda L. Snyder
Secretary
(Seal of Bank)
Attest: Columbus National Bank
By /s/ John E. Wait
President
/s/ Tina L. Steffl
Secretary
(Seal of Bank)
STATE OF West Virginia )
)ss:
COUNTY OF Ohio )
On this 30th day of October, 1995, before me, a notary public for this state
and county, personally came Paul W. Donahie, as president, and Brenda L.
Snyder, as secretary, of Wheeling National Bank, and each in his/her capacity
acknowledged this instrument to be the act and deed of the association and
the seal affixed to it to be its seal.
WITNESS my official seal and signature this day and year.
(Seal of /s/ James P. Bucon
Notary) Notary Public, Ohio County.
My commission expires Oct. 26, 2004
STATE OF Ohio )
)ss:
COUNTY OF Franklin)
On this 30th day of October, 1995, before me, a notary public for this state
and county, personally came John E. Wait, as president, and Tina M. Steffl,
as secretary, of Columbus National Bank, and each in his/her capacity
acknowledged this instrument to be the act and deed of the association and
the seal affixed to it to be its seal.
WITNESS my official seal and signature this day and year.
(Seal of /s/ Mary Ann Frederick
Notary) Notary Public, Franklin County.
My commission expires June 13, 1999
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<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
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