UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
Commission file number 0-5893
American Bancorporation
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization (I.R.S. Employer Identification No.)
(Address of principal executive offices) (Zip Code)
Securities registered pursuant to Section 12(b) of the
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, without par value
(Title of Class)
Yes No
Indicate by check mark if disclosure to delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
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.
$43,704,316 at February 28, 2001
Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.
3,129,674 shares of Common stock, without par value, at March 30, 2001
Number of pages Exhibit Index
comprising this located at
report . . . . . 71 Page . . . . . 15 & 17
- 1 -
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, 2000. With the exception of the pages listed in the index and hereby incorporated by reference, the 2000 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 2000. 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
10-K to ShareholdersStatement
Part I
Item 1 Business 3-12 IFC -
Item 2 Properties 13 - -
Item 3 Legal proceedings 14 - -
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, 52, 33 2 - 3, 11
Item 6 Selected financial data - 33 -
Item 7 Management's discussion and analysis of
financial condition and results of operations - 34 - 49 -
Item 7a. Quantitative and qualitative disclosures
about market risk - 47 - 48 -
Item 8 Financial statements and supplementary data 14 4 - 31 -
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 - 10
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 14-15 - -
Part I
Item 1.Business
General
American Bancorporation (the "Registrant" or the "Company") is a bank holding company, headquartered in Wheeling, West Virginia which through its subsidiaries provides commercial and mortgage banking services to customers in central and eastern Ohio, southwestern Pennsylvania and northern West Virginia. The Company's principal subsidiary, Wheeling National Bank ("WNB" or the "Bank"), headquartered in St. Clairsville, Ohio, is a full-service commercial bank operating through 21 offices. As of December 31, 2000, the Company had consolidated total assets of $705.2 million, deposits of $496.1 million and stockholders' equity of $40.6 million.
The Company, registered under the Bank Holding Company Act of 1956, as amended, ("BHCA"), was incorporated under the laws of the State of Ohio in 1966. WNB, a national banking association organized in 1978, was acquired by the Company in 1988.
Through WNB, the Company provides a full range of commercial banking services to retail customers and small to medium-sized business in its market area. In eastern Ohio and northern West Virginia the Company focuses on local customer needs. In the Columbus, Ohio area, the company focuses its marketing efforts on local businesses, whose needs are not being served effectively by larger institutions. In southwestern Pennsylvania the Company operates a loan production office providing loans primarily to small business customers.
The banking services the Company offers its customers include checking, savings, time and money market accounts, personal, commercial, construction and real estate loans, individual retirement accounts, safe deposit boxes, wire transfers and debit cards, among other standard banking products and services.
The Company also originates mortgage loans through American Mortgages, Inc. ("AMI"), a wholly-owned subsidiary.
On April 27, 1998, American Bancorporation Capital Trust I (the "Trust"), a wholly owned subsidiary of the Company, organized as a Delaware statutory business trust, issued 1,265,000 shares of 8.5% cumulative trust preferred shares at $10 per share. The net proceeds after expenses was $11,886,000 which is considered Tier I capital. Certain of these proceeds have been and will be invested in Wheeling National Bank. The trust has no independent operations and the issued securities contain a full and unconditional guarantee of the Company.
The Company also operates three additional subsidiaries which provide data processing services, real estate leasing and transfer agent services for the company, the Bank and AMI.
Lending Activities
The Company's lending activities are diversified between commercial, real estate and consumer type loans. At December 31, 2000 the Company's total loan portfolio amounted to $389.5 million or 55.2% of total consolidated assets. At December 31, 2000 real estate mortgage loans totalled $157.3 million, or 40.4% of the loan portfolio, commercial loans totalled $158.6 million, or 40.7% of the loan portfolio, and consumer installment loans totalled $73.6 million, or 18.9% of the loan portfolio. Total loans increased by $18.3 million or 4.9% between December 31, 1999 and December 31, 2000, as commercial loans increased $10.9 million or 7.4% and real estate mortgage loans decreased $0.8 million or 0.5%, while consumer installment loans increased $8.2 million or 12.5%.
Commercial Loans.The Company makes commercial loans, primarily to small and medium-sized businesses and to professionals, which are not concentrated in any single industry but reflect a broad range of businesses in central and eastern Ohio, southwestern Pennsylvania and northern West Virginia. The Company offers a variety of commercial loan products including term loans, lines of credit, working capital loans, loans to finance accounts receivable, inventory, equipment and real estate.
Typically, commercial loans are personally guaranteed by the borrower-owner and are secured by accounts receivables, inventory and/or fixed assets including real estate and equipment. The credit risk associated with commercial lending is principally influenced by general economic conditions and the resulting impact on the borrower's operations, mitigated by collateral values. Commercial loans generally represent a higher risk than single family residential loans.
Real Estate Loans. Real estate loans to consumers are secured primarily by a first lien deed of trust. These loans are traditionally one-to-four family residential mortgages, have fixed interest rates, and generally amortize over a 20 to 30 year period with balloon payments due at the end of three to five years. Upon the expiration of each three to five year period, the Company may, but is not obligated to, renew the loan at the then current market rate for an additional three to five year period. These loans are limited generally to a loan to value ratio of 80% or less of the property value. With very few exceptions, the Company does not originate and retain 30 year fixed rate real estate loans.
The Company also originates home equity lines of credit which are secured by a first or second mortgage against the borrower's residence. The maximum loan-to-value of the Company's home equity lines of credit, inclusive of all other secured loans against a borrower's property, is 100%. The risks associated with real estate lending are principally influenced by real property values which are affected by the general economic conditions in each market area.
Consumer Loans.Consumer loans made by the Company include automobile loans, recreational vehicle loans, boat loans, home improvement loans, and personal loans (collateralized and uncollateralized). These loans are a smaller balance, comparable group of loans to a diverse group of borrower's in the Bank's geographic area. Risks in this lending category include the possibility of general economic downturn which may cause an increase in credit losses.
Investment Activity
The investment policy of the Company provides that the Company should seek to maximize earnings consistent with prudent asset/liability management, liquidity and risk considerations. The Investment Committee is responsible for managing the Company's investment portfolio.
At December 31, 2000 the entire investment portfolio is classified as available for sale. The Company's investment portfolio is comprised primarily of obligations of U. S. Agencies and municipal securities. The Company will only acquire municipal securities "A" rated or better.
Market Area
The primary market area for the Company is central and eastern Ohio, southwestern Pennsylvania and northern West Virginia and consists of Franklin, Guernsey, Belmont, Harrison and Jefferson counties in Ohio; Washington county in Pennsylvania; and Brooke, Hancock, Marshall and Wetzel counties in West Virginia. The economy in eastern Ohio, southwestern Pennsylvania and northern West Virginia is primarily dependent on the coal, steel and chemical industries. A preponderance of the Company's commercial loans are generated in the Columbus, Ohio (Franklin County) metropolitan area. This area has experienced significant economic development and growth in recent years. Columbus enjoys a stable underlying economy and low unemployment due to the presence of the State government, the Ohio State University, the headquarters of several Fortune 500 companies, together with the regional and national headquarters of a number of insurance and other financial companies.
Competition
The Company competes not only with other locally owned commercial banks, credit unions and savings institutions, but with larger regional financial institutions in attracting deposits and in originating loans. In competing with regional and national institutions, the Company emphasizes its asset as a local, neighborhood bank to its customers.
The Company competes on the basis of rates of interest charged on loans, the rates of interest paid on funds, the availability of services and responsiveness to the needs of its customers. The Company pays interest on deposits and charges interest rates and fees on loans which are competitive in the general areas served.
Employees
The Company, its affiliate bank and non-banking subsidiaries employed 170 full-time equivalent employees at December 31, 2000. None of these employees are represented by a collective bargaining agent, and the Company believes that it enjoys good relations with its personnel.
Regulation of the Company
The following references to laws and regulations which are applicable to the Company and its banking subsidiaries are brief summaries thereof which do not purport to be complete and are qualified in their entirety by reference to such laws and regulations.
BHCA - General
The Company, asa bank holding company, is subject to regulation and supervision by the Federal Reserve Board. Under the BHCA, a bank holding company is required to file annually with the Federal Reserve Board a report of its operations and, with its subsidiaries, is subject to examination by the Federal Reserve Board.
BHCA - Activities and Other Limitations.
The BHCA generally prohibits a bank holding company from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any bank, or increasing such ownership or control of any bank, without prior approval of the Federal Reserve Board. As a result of recent amendments to the BHCA the Federal Reserve Board generally may approve an application by a bank holding company that is adequately capitalized and adequately managed to acquire control of or to acquire all or substantially all of the assets of, a bank located in a state other than the home state of such bank holding company, without regard to whether such transaction is prohibited under the law of any state, provided, however, that the Federal Reserve Board may not approve any such application that would have the effect of permitting an out-of-state bank holding company to acquire a bank in a host state that has not been in existence for any minimum period of time, not, to exceed five years specified in the statutory law of the host state.
The BHCA also generally prohibits a bank holding company, with certain exceptions, 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 managing or controlling banks. Under the BHCA, the Federal Reserve Board is authorized to approve the ownership of shares by a bank holding company in any company the activities of which the Federal Reserve Board has determined to be so closely related to banking or to managing or controlling banks as to be a proper incident thereto. In making such determinations, the Federal Reserve Board is required to weigh the expected benefit to the public, such as greater convenience, increased competition or gains in efficiency, against the possible adverse effects, such as undue concentration of resources, decreased or unfair competition, conflicts of interest or unsound banking practices.
Capital Requirements.
For a description of the capital adequacy guidelines adopted by the Federal Reserve Board to assess the adequacy of capital of bank holding companies, see "Management's Discussion and Analysis of Financial Condition and Results of Operations -Capital" included inItem 7 hereof and Note S to the Consolidated Financial Statements in Item I hereof.
Affiliated Institutions.
Under Federal Reserve Board policy, the Company is expected to act as a source of financial strength to each subsidiary bank and to commit resources to support each subsidiary bank in circumstances when it might not do so absent such policy. The Federal Reserve Board takes the position that in implementing this policy it may require bank holding companies to provide such support when the holding company otherwise would not consider itself able to do so.
A bank holding company is a legal entity separate and distinct from its subsidiary bank. Normally, the major source of a holding company's revenue is dividends a holding company receives from its subsidiary bank. The right of a bank holding company to participate as a stockholder in any distribution of assets of its subsidiary bank upon its liquidation or reorganization or otherwise is subject to the prior claims of creditors of such subsidiary bank. The subsidiary bank is subject to claims by creditors for long-term and short-term debt obligations, including substantial obligations for federal funds purchased and securities sold under repurchase agreements, as wellas deposit liabilities. Under the Financial Institutions Reform, Recovery and Enforcement Act of 1989, in the event of a loss suffered by the FDIC in connection with a banking subsidiary of a bank holding company (whether due to a default or the provision of FDIC assistance), other banking subsidiaries of the holding company could be assessed for such loss.
Federal laws limit the transfer of funds by a subsidiary bank to its holding company in the form of loans or extensions of credit, investments or purchases of assets. Transfers of this kind are limited to 10% of a bank's capital and surplus with respect to each affiliate and to 20%in the aggregate, and are also subject to certain collateral requirements. These transactions, as well as other transactions between a subsidiary bank andits holding company, also must be on terms substantially the same as, or at least as favorable as, those prevailing at the time for comparable transactions with non-affiliated companies or, in the absence of comparable transactions, on terms or under circumstances, including credit standards, that would be offered to, or would apply to, non-affiliated companies.
Limitations of Acquisitions of Common Stock.
The federal Change in Bank Control Act prohibits a person or group of persons from acquiring "control" of a bank holding company unless the Federal Reserve Board has been given 60 days prior written notice of such proposed acquisition and within that time period the Federal Reserve Board has not issued a notice disapproving the proposed acquisition or extending for up to another 30 days the period during which such a disapproval may be issued. An acquisitionmay be made prior to expiration of the disapproval period if the Federal Reserve Board issues written notice of its intent not to disapprove the action. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of more than 10%of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Exchange Act would, under the circumstances set forth in the presumption, constitute the acquisition of control.
In addition, any "company" would be required to obtain the approval of the Federal Reserve Board under the BHCA before acquiring 25% (5% in the case of an acquirer that is a bank holding company) or more of the outstanding Common Stock of, or such lesser number of shares as constitute control over, the Company.
Regulation of the Bank
General
The Bank is a national bank subject to extensive regulation and examination by the Office of the Comptroller of the Currency (the "OCC"), The Bank also is subject to regulation and examination by the FDIC, which insures the deposits of the Bank to the maximum extent permitted by law, and certain requirements established by the Federal Reserve Board. The federal laws and regulations which are applicable to banks regulate, among other things, the scope of their business, their investments, their reserves againstdeposits, the timing of the availability of deposited funds and the nature and amount of and collateral for loans. The laws and regulations governing the Bank generally have been promulgatedto protect depositors and not for the purpose of protecting stockholders.
Capital Requirements.
The Bank is subject to regulatory capital requirements of the OCC which are substantially comparable to the regulatory capital requirements of the Federal Reserve Board applicable to bank holding companies such as the Company. At December 31, 2000, the regulatory capital of the Bankexceeded applicable requirements,
Prompt Corrective Action.
Section 38 of the Federal Deposit Insurance Act ("FDIA") provides the federal banking regulators with broad power to take "prompt corrective action" to resolve the problems of undercapitalized institutions. The extent of the regulators' powers depends on whether the institution in question is "well capitalized," "adequately capitalized," "undercapitalized, "significantly undercapitalized"or "critically undercapitalized." Under regulations adopted by the federal banking regulators, an institution shall be deemed to be (i) "well capitalized" if it has total risk-based capital ratio of 10.0% or more, has a Tier 1 risk-based capital ratio of 6.0% or more, has a Tier 1 leverage capital ratio of 5.0% or more and is not subject to specified requirements to meet and maintain a specific capital level for any capital measure; (ii) "adequately capitalized" if it has a total risk-based capital ratio of 8.0% or more, a Tier 1 risk-based capital ratio of 4.0% or more and a Tier I leverage capital ratio of 4.0% or more (3.0% under certain circumstances) and does not meet the definition of "well capitalized," (iii) "undercapitalized" if it has a total risk-based capital ratio that is less than 8.0% a Tier 1 risk-based capital ratio that is less than 4.0% or a Tier 1 leverage capital ratio that is less than 4.0% (3.0% under certain circumstances), (iv) "significantly undercapitalized" if it has a total risk-based capital ratio that is less than 6.0%, a Tier 1 risk-based capital ratio that is less than 3.0%, or a Tier 1 leverage capital ratio that is less than 3.0%, and (v) "critically undercapitalized" if it has a ratio of tangible equity to total assets that is equal to or less than 2.0%. The regulations also provide that a federal banking regulator may, after notice and an opportunity for a hearing, reclassify a "well capitalized" institution as "adequately capitalized" and may require an "adequately capitalized" institution or an"undercapitalized" institution to comply with supervisory actions as if itwere in the next lower Category if the institution is in an unsafe or unsound condition or engaging in an unsafe or unsound practice. The federal banking regulator may not, however, reclassify a "significantly undercapitalized" institution as "critically undercapitalized."
An institution generally must file a written capital restoration plan which meets specified requirements, as well as a performance guaranty by each company that controls the institution, with an appropriate federal banking regulator within 45 days of the date that the institution receivesnotice or is deemed to havenotice that it is "undercapitalized," "significantly undercapitalized" or "critically undercapitalized." Immediately upon becoming undercapitalized, an institution becomes subject to statutory provisions which,among other things, set forth various mandatory and discretionary restrictions on the operations of such an institution.
At December 31, 2000, the Bank had capital levels which qualified it as a "well capitalized" institution.
FDIC Insurance Premiums.
The Bank is a member of the BIF administered by the FDIC, although certain deposits of the Bank acquired in acquisitions are insured by the Savings Association Insurance Fund ("SAIF) administered by the FDIC.
As an FDIC-insured institution, the Bank is required to pay deposit insurance premiums to the FDIC. Effective January 1, 1997, the assessment schedule for both BIF and SAIF ranges from 0 basis points (subject to a $2,000 annual minimum) to 27 basis points. In addition,bothBIF-insured institutions andSAIF-insured institutions are assessed amounts in order for a federally-chartered Finance Corporation to make payments on it bonds.
Brokered Deposits.
The FDIA restricts the use of brokered deposits by certain depository institutions. Under the FDIA and applicable regulations, (i) a "well capitalized insured depository institution" may solicit and accept, renew or roll over any brokered deposit without restriction, (ii) an "adequately capitalized insured depository institution" may not accept, renew or roll over any brokered deposit unless it has applied for and been granted a waiver of this prohibition by the FDICand(iii) an "undercapitalized insured depository institution" may not (x) accept, renew or roll over any brokered deposit or (y) solicit deposits by offering an effective yield that exceeds by more than 75 basis pointsthe prevailing effective yields on insured deposits of comparable maturity in such institution's normal market area or in the market area in which such deposits are being solicited. The term "undercapitalized insured depository institution" is defined to mean any insured depository institution that fails to meet the minimum regulatory capital requirement prescribed by its appropriate federal bankingagency. The FDIC may, on a case-by-case basis and upon application by an adequately capitalized insured depository institution, waive the restriction on brokered deposits upon a finding that the acceptance of brokered deposits does not constitute, an unsafe or unsound practice with respect to such institution. The Bank had no brokered deposits outstanding at December 31, 2000.
Community Investment and Consumer Protection Laws.
Inconnection with its lending activities, the Bank is subject to a variety of federal laws designed to protect borrowers and promote lending to various sectors of the economy and population. Included among these are the federal Home Mortgage Disclosure Act, Real Estate Settlement Procedures Act, Truth-in-Lending Act, Equal Credit Opportunity Act, Fair Credit Reporting Act and Community Reinvestment Act ("CRA").
The CRA requires insured institutions to define the communities that they serve, identify the credit needs of those communities and adopt and implement a "Community Reinvestment Act Statement" pursuant to which they offer credit products and take other actions that respond to the credit needs of the community. The responsible federal banking regulator (the OCC) must conduct regular CRA examinations of insured financial institutions and assign to them a CRA rating of "outstanding," "satisfactory," "needs improvement" or "unsatisfactory."
Limitations on Dividends.
The Company is a legal entity separate and distinct from its banking and other subsidiaries. The Company's principal source of revenue consists of dividends from its subsidiaries, including the Bank. The payment of dividends by the Bank is subject to various regulatory requirements.
Miscellaneous.
The Bank is subject to certain restrictions on loans to the Company or its non-bank subsidiaries, on investments in the stock or securities thereof, on the taking of such stock or securities as collateral for loans to any borrower, and on the issuance of a guarantee or letter of credit on behalf of the Company or its non-bank subsidiaries. The Company's banking subsidiaries also are subject to certain restrictions on most types of transactions with the Company or its non-bank subsidiaries, requiring that the terms of such transactions be substantially equivalent to terms of similar transactions with non-affiliated firms.
Regulatory Enforcement Authority.
The enforcementpowers available to federal banking regulators is substantial and includes, among other things, the ability to assess civilmoney penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banking organizationsandinstitution-affiliated parties, as defined. In general, these enforcement actions maybe initiatedfor violations of laws and regulations and unsafe or unsound practices. Other actions or inactions may provide the basis for enforcement action, including misleading or untimely reports filed with regulatory authorities.
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 33 through 49 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
10Kto stockholders
I. Distribution of assets, liabilities and stockholders' equity,
interest rates and interest differential
a. Average balance sheet - 33
b. Average earning assets and interest bearing
liabilities, interest earned and paid, yield and rates - 34
c Interest variances - 36
-37
II. Investment portfolio
a. Carrying value of investment securities by type - 44
b. Maturity and weighted average yield - 44
III. Loans
a. Types of loans - 41
b. Maturity and sensitivity to change in interest rates - 41
c. Non-performing loans - 42
IV. Summary of loan loss experience 12 43
V. Deposits
a. Average amount - 44
b. Maturity of time certificates of deposits in
excess of $100,000 - 44
VI. Return on equity and assets - 33
The following table summarizes the balance of the allowance for loan losses by the major loan categories. The table supplements that on page 43 of the Company's Annual Report to Stockholders for the year ended December 31, 2000, incorporated by reference herein.
Allowance Percent
amount in each category
(000's omitted) to total loans
December 31, 2000
Commercial, financial and agricultural $1,873 39.2
%
Real estate - construction - 1.6
Real estate - mortgage 304 40.3
Installment 938 18.9
Leases - 0.0
Unallocated 137 N/A
$3,252 100.0
%
December 31, 1999
Commercial, financial and agricultural $1,852 38.3
%
Real estate - construction - 1.5
Real estate - mortgage 429 42.6
Installment 676 17.6
Leases - 0.0
Unallocated 123 N/A
$3,080 100.0
%
December 31, 1998
Commercial, financial and agricultural $1,627 37.8
%
Real estate - construction - 0.4
Real estate - mortgage 409 45.5
Installment 494 16.3
Leases - 0.0
Unallocated 512 N/A
$3,042 100.0
%
December 31, 1997
Commercial, financial and agricultural $1,550 32.2
%
Real estate - construction - 0.3
Real estate - mortgage 762 45.8
Installment 641 21.7
Leases - 0.0
Unallocated 331 N/A
$3,284100.0
%
December 31, 1996
Commercial, financial and agricultural $ 871 30.5
%
Real estate - construction - 0.7
Real estate - mortgage 515 50.3
Installment 434 18.5
Leases - 0.0
Unallocated 1,744 N/A
$3,564 100.0
%
ITEM 2.PROPERTIES
The Company and its non-banking subsidiaries conduct business from the Company's administrative headquarters in Wheeling, West Virginia and the Bank conducts business from its 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, 2000 was $9.5 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 branch offices of the Bank that were operating as of December 31, 2000, as well as any 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
OfficeYear Opened Sq. Feet
AMERICAN BANCORPORATION
Mull Center, Wheeling, West Virginia
Executive and non-bank subsidiary offices 1987 4,000
(1)
WHEELING NATIONAL BANK:
Ohio
Cambridge 1974 5,840
Cambridge - Drive-in 1989 14,000
Gahanna 1990 3,200
(1)
Gahanna - StoneRidge Plaza 1996
1,600
(1)
Reynoldsburg 1990 6,000
Flushing 1953 5,400
(1)
St. Clairsville 1991 8,000
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 2,419
(1)
Steubenville 1994 1,400
(2)
New Albany Proposed
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)
Pennsylvania
Washington 1999 2,832
(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.
ITEM 14 .
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, 2000, 1999 and 1998 32
Consolidated financial statements
Consolidated balance sheets at December 31, 2000 and 1999 4
Consolidated statements of income for the years ended
December 31, 2000, 1999 and 1998 5
Consolidated statement of changes in stockholders' equity
for the years ended December 31, 2000, 1999 and 1998 6
Consolidated statements of cash flows for the years ended
December 31, 2000, 1999 and 1998 7
Notes to consolidated financial statements including
condensed financial information of Registrant 8 - 31
2.Financial Statement Schedules
All schedules have been omitted since the required information is not present in amounts 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)
3.2 Amended Code of Regulations (a)
3.3 1987 Amendment to Fifth Amended Articles of Incorporation (a)
3.4 1987 Amendment to Amended Code of Regulations (a)
3.5 1988 Amendment to Amended Code of Regulations (a)
3.6 1990 Amendment to Amended Code of Regulations (a)
4.1 Specimen Common Share Certificate as of 12/15/88 (a)
10.1 American Bancorporation Senior Management
Incentive Compensation Plan (a)
10.2 Trust Preferred Securities Offering of American Bancorporation
Capital Trust I ("ABCT") (b)
10.3 Amended and Restated Trust Agreement of ABCT (b)
10.4 ABCT Preferred Securities Guarantee Agreement (b)
10.5 ABCT Trust Indenture (b)
10.6 American Bancorporation Agreement as to ABCT Expenses (b)
10.7 ABCT Preferred Securities Certificate (b)
10.8 Agreement and Plan of Merger by and between
Wesbanco, Inc. and American Bancorporation (c)
10.9 Stock Option Agreement by and between
Wesbanco, Inc. and American Bancorporation (c)
13.1 2000 Annual Report to Security Holders 18-71 21.1 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.
JurisdictionPercentage
Name
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%
American Bancorporation Capital Trust I Delaware 100%
The following footnote references are to documents incorporated by reference herein:
B.Reports on Form 8-K:
DateItem NumberDescription
February 28, 2001 Item 5. Other Events - Agreement to Merge
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 March 30, 2001.
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 March 30, 2001.
/s/ Jack O. Cartner /s/ Jeremy C. McCamic
Jack O. Cartner Jeremy C. McCamic
Director Director, Chairman and
Chief Executive Officer
/s/ Paul W. Donahie /s/ Jolyon W. McCamic
Paul W. Donahie Jolyon W. McCamic
Director Director
/s/ Abigail M. Feinknopf /s/ John J. Malik, Jr.
Abigail M. Feinknopf John J. Malik, Jr.
Director Director
/s/ Jay T. McCamic /s/ Brent E. Richmond
Jay T. McCamic Brent E. Richmond
Director President and Chief Operating Officer
/s/ Jeffrey W. McCamic /s/ Jeffrey A. Baran
Jeffrey W. McCamic Jeffrey A. Baran
Director and Vice Chairman Chief Financial Officer
NumberDescription SEC Page #
3.1 Fifth Amended Articles of Incorporation (a)
3.2 Amended Code of Regulations (a)
3.3 1987 Amendment to Fifth Amended Articles of Incorporation (a)
3.4 1987 Amendment to Amended Code of Regulations (a)
3.5 1988 Amendment to Amended Code of Regulations (a)
3.6 1990 Amendment to Amended Code of Regulations (a)
4.1 Specimen Common Share Certificate as of December 15, 1988 (a)
10.1 American Bancorporation Senior Management Incentive
Compensation Plan (a)
10.2 Trust Preferred Securities Offering of American Bancorporation
Capital Trust I ("ABCT") (b)
10.3 Amended and Restated Trust Agreement of ABCT (b)
10.4 ABCT Preferred Securities Guarantee Agreement (b)
10.5 ABCT Trust Indenture (b)
10.6 American Bancorporation Agreement as to ABCT Expenses (b)
10.7 ABCT Preferred Securities Certificate (b)
10.8 Agreement and Plan of Merger by and between
Wesbanco, Inc. and American Bancorporation (c)
10.9 Stock Option Agreement by and between
Wesbanco, Inc. and American Bancorporation (c)
13.1 2000 Annual Report to Security Holders (18 - 71)
21.1 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.
JurisdictionPercentage
Name
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%
American Bancorporation Capital Trust I Delaware 100%
The following footnote references are to documents incorporated by reference herein:
