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EXHIBIT 20
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NEWS FOR IMMEDIATE RELEASE
February 22, 2001
WesBanco, Inc.
1 Bank Plaza
Wheeling, WV 26003
And
American Bancorporation
Suite 800
1025 Main Street
Wheeling, WV 26003
For Further Information Contact:
Edward M. George (304) 234-9208
President & CEO, WesBanco, Inc.
Or
Jeremy C. McCamic
Chairman of the Board & CEO
(304)233-5006
American Bancorporation
American Bancorporation and WesBanco, Inc.
Announce Execution of an Agreement and Plan of Merger
WHEELING, WV - February 22, 2001 - American Bancorporation ("American")
(Nasdaq:AMBC) and WesBanco, Inc. ("WesBanco") (Nasdaq:WSBC) jointly
announced today that they have executed a definitive Agreement and Plan of
Merger providing for the merger of American's affiliate, Wheeling National
Bank, Wheeling, West Virginia, with and into WesBanco affiliate, WesBanco
Bank, Inc. James C. Gardill, Chairman of the Board, and Edward M. George,
President & CEO, representing WesBanco and Jeremy C. McCamic, Chairman
of the Board & CEO of American, and Paul W. Donahie, President of Wheeling
National Bank, made the joint announcement.
At December 31, 2000, American had total assets of $705 million, deposits of
$496 million, loans of $390 million and shareholders' equity of $41 million.
At December 31, 2000, WesBanco had consolidated assets of $2.3 billion,
deposits of $1.9 billion, loans of $1.6 billion and shareholders' equity
of $258 million.
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Under the terms of the Agreement and Plan of Merger, WesBanco will exchange
WesBanco common stock based upon a fixed exchange ratio of 1.1 shares of
WesBanco common stock for each share of American common stock outstanding.
Under the Agreement, American granted an option to WesBanco to purchase
622,805 shares of its common stock at $18.00 per share.
The transaction, approved by the directors of both companies, currently is
valued at $77 million based on WesBanco's recent common stock price of $22.25.
Highlights of the transaction include a Price/LTM EPS of 16.3 times, a
Price/Book Value of 189% and a Deposit Premium of 7.3%. The acquisition,
which will be accounted for as a purchase transaction, is subject to the
approvals of the appropriate banking regulatory authorities and the
shareholders of both companies. It is expected that the transaction will
be completed in the third quarter 2001.
Investment advisors involved in the transaction were Ostrowski & Company,
Inc., Cranford, New Jersey, representing WesBanco and McDonald Investments
Inc., Cleveland, Ohio, representing American.
The combination of the two banking companies, along with WesBanco's recently
announced merger with Freedom Bancshares, Inc. ("Freedom"), Belington, West
Virginia, will create a bank with approximately $3 billion in total assets
and provide banking services through 86 locations in three states. The
combination will make WesBanco the second largest bank headquartered in West
Virginia and expand the diameter of WesBanco's primary market to more than
150 miles.
From east to west, the transaction will expand WesBanco's franchise along
the Interstate 70 corridor from Washington, Pennsylvania to Columbus, Ohio.
Market presence in the Northern Panhandle of West Virginia, along WV State
Route 2, and in eastern Ohio, along the Ohio River, will also be expanded.
American's bank affiliate, Wheeling National Bank, operates 22 banking
offices in West Virginia, Pennsylvania and Ohio, including an office in
Washington, Pennsylvania, an office in Cambridge, Ohio and four offices
in Columbus, Ohio.
Both WesBanco and American officials stated that a thorough review of all
employment positions would take place as the merger progressed. Current
employment demands at WesBanco, the approximate six-month time period leading
to the consummation of the merger and growth prospects for WesBanco have
officials of both organizations optimistic that the transition can be
effected with as little employee disruption as possible.
"WesBanco's acquisition strategy is to create efficiencies that lead to
improved profitability and increased shareholder value by pursuing quality
banks in our own market and adjoining areas. We also look to expand into new
markets that can provide long-term growth potential and a base for further
acquisition activity in those new markets," said WesBanco President & CEO
Edward M. George. "We are pleased with the prospect of competing for business
in the rapidly expanding Columbus, Ohio and
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Western Pennsylvania regional markets. This transaction presents us with an
opportunity to realize the cost savings associated with an in-market merger
while at the same time opening new growth market initiatives."
Mr. George went on to say that both companies have very strong regional
branch networks and similar business philosophies. He noted that both have
well established retail delivery systems and comprehensive banking programs
for both large and small businesses.
"Similar to WesBanco's, our business philosophy is straightforward. We strive
to provide all of the products offered by a regional bank while we maintain
the foundation of personal customer service that has been our hallmark for
nearly a century. In our markets, supporting our local communities and
providing local decision-making will continue to differentiate us from many
of our major competitors. WesBanco shares our vision for the future,"
said Jeremy C. McCamic, Chairman of the Board & CEO of American.
Mr. McCamic added that WesBanco's extensive experience in trusts and
investments and technologically advanced banking systems were important
factors in determining the merger potential of the combined organization.
"Together we can improve profitability with an emphasis on deriving fee
income through the trust and investment services that American does not
currently offer its customers. We will also improve efficiencies by offering
technologically advanced banking solutions at a fraction of the cost that
American would have to expend to move to the next level of regional banking
service," Mr. McCamic said. "Without paying exorbitant fees, our customers
will be able to take advantage of an entirely new array of banking, trust,
investment and insurance services without sacrificing any of the personalized
service that we often see getting lost in a merger of regional banks."
As a result of the merger, Jeremy C. McCamic and Abigail M. Feinknopf will be
appointed to the WesBanco, Inc. Board of Directors. Mr. McCamic will also be
elected to the Executive Committee of the board. Jolyon W. McCamic, Jeffrey W.
McCamic and Jack O. Cartner will be elected to the WesBanco Bank, Inc. Board
of Directors. Jeremy C. McCamic and Paul W. Donahie will continue to serve
American through the merger process and will each continue to serve in a
consulting capacity after the transaction.
WesBanco is a multi-state bank holding company that operates through 60
banking offices in West Virginia and Ohio. WesBanco subsidiaries include:
WesBanco Bank, Inc., WesBanco Securities and WesBanco Insurance Services, Inc.
On December 29, 2000, WesBanco and Freedom jointly announced the execution
of a definitive Agreement and Plan of Merger providing for the merger of
Freedom's affiliate, Belington Bank, Belington, West Virginia, with and into
WesBanco affiliate, WesBanco Bank, Inc. Under the terms of that agreement,
WesBanco will exchange WesBanco common stock based upon a fixed exchange
ratio of 2.58 shares of WesBanco common stock for each share of Freedom
common stock outstanding. Belington Bank operates offices in communities
located in four counties in central West Virginia: Belington and
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Philippi in Barbour County, Bridgeport in Harrison County, Buckhannon in
Upshur County and Elkins in Randolph County. The acquisition will be
accounted for as a purchase transaction. At December 31, 2000, Freedom had
assets of $100 million, deposits of $92 million and shareholders' equity of
$8 million.
Shareholders of WesBanco, American and Freedom and other interested parties
are urged to read the joint proxy statements/prospectus that will be included
in the Form S-4 registration statement that WesBanco will file with the SEC
in connection with the mergers because it will contain important information
about WesBanco, American and Freedom and the merger and other related matters.
The joint proxy statements/prospectus will be mailed to each shareholder of
WesBanco, American and Freedom prior to their respective shareholder meetings,
none of which has been yet scheduled. In addition, when the registration
statement, which will include the joint proxy statements/prospectus and other
related documents are filed by WesBanco with the SEC, they may be obtained for
free at the SEC's website at http://www.sec.gov, on the NASDAQ website at
http://www.nasdaq.com and from either the WesBanco or American websites at
http://www.wesbanco.com or at http://www.wheelingnationalbank.com.
Any questions should be directed to Edward M. George, Chief Executive Officer
(304) 234-9400, James C. Gardill, Chairman at (304) 234-9216 or Paul M.
Limbert, Chief Financial Officer (304) 234-9000 of WesBanco or Jeremy C.
McCamic, Chairman of the Board & CEO, or Brent E. Richmond, President
(304) 233-5006 of American or Michael H. Hudnall, President & CEO
(304) 823-1531 of Freedom.
This press release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect to certain
anticipated effects of the proposed mergers. The following, among others,
could cause the actual results of the mergers to differ materially from
WesBanco's expectations: regulatory and shareholder approval, changes in
economic conditions, interest rates and financial markets, changes in
legislation of regulatory requirements and the successful integration of the
American and Freedom consolidation with WesBanco. WesBanco does not assume
any duty to update forward-looking statements.