EXHIBIT 2
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FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
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THIS FIRST AMENDMENT AGREEMENT (hereinafter called "Agreement"), made
and entered into as of the 5th day of November, 2001, by and between
WESBANCO, INC., a West Virginia corporation, with its principal place of
business located at Bank Plaza, Wheeling, West Virginia (hereinafter called
"Wesbanco"), party of the first part, AMERICAN BANCORPORATION, an Ohio
corporation, with its principal place of business located at 1025 Main Street,
Wheeling, West Virginia, 26003, (hereinafter called "American") party of the
second part, AB CORPORATION (hereinafter called "AB"), a corporation to be
formed under the laws of the State of West Virginia by Wesbanco as its
wholly-owned subsidiary solely for the purpose of effecting the acquisition
contemplated by this Agreement, party of the third part, (effective as of
its organization and execution of this Agreement) and WESBANCO BANK, INC.,
a West Virginia banking corporation, with its principal place of business
located at One Bank Plaza, Wheeling, West Virginia, 26003, party of the
fourth part (hereinafter called "Bank").
WHEREAS, the parties hereto heretofore executed a certain Agreement and
Plan of Merger dated the 22nd day of February, 2001 (hereinafter called
"Merger Agreement") and the parties desire to make certain amendments to the
terms and conditions of said Merger Agreement, all as hereinafter set forth.
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NOW, THEREFORE, for and in consideration of the mutual promises and
covenants hereinafter set forth, and in accordance with the provisions of
applicable law, and intending to be legally bound hereby, the parties hereto
do hereby agree as follows:
1. The parties hereby agree that the capitalized terms
not herein specifically defined shall have the meanings ascribed
to them in the Merger Agreement.
2. Section 4.3 of said Merger Agreement is hereby deleted
in its entirety and the following Section 4.3 is substituted in
its place:
4.3 Bank Directors. Wesbanco covenants and
agrees that as of the Effective Date it will
appoint, as additional directors of Bank, Jack A.
Cartner, Jolyon W. McCamic, and Jeffrey W.
McCamic, specifically waiving for such limited
term, its age 70 provision of its Bylaws. Such
individuals shall serve until December 31, 2002,
at which time the terms for Jack A. Cartner and
Jolyon W. McCamic shall expire and they will
resign from the Bank Board. Jeffrey W. McCamic
shall continue as a member of the Bank Board and
shall serve until his successor shall have been
duly elected and qualified.
3. Section 4.4 of said Merger Agreement is hereby deleted
in its entirety and the following Section 4.4 is substituted in
its place:
4.4 Wesbanco Directors. Wesbanco covenants
and agrees that as of the Effective Date it will
appoint, as additional directors of Wesbanco,
Jeremy C. McCamic and Abigail M. Feinknopf.
Jeremy C. McCamic shall serve as a member of the
Board of Directors until December 31, 2002, at
which time he shall resign and he shall be
replaced by Jay T. McCamic who shall be appointed
by the Board to serve the unexpired term.
Wesbanco shall then include the said Abigail M.
Feinknopf and Jay T. McCamic on the list of
nominees for the position of director for which
the Board shall solicit proxies at its next annual
meeting of shareholders until each has served at
least a full three year term. During his term on
the Board, the said Jeremy C. McCamic shall also
be appointed to the Executive Committee. Wesbanco
will take such action under its Bylaws as is
necessary to permit the said Jeremy C. McCamic to
serve as a Director until December 31, 2002, with
respect to its age 70 provision.
4. Section 8.6 of said Merger Agreement is hereby deleted
in its entirety and the following Section 8.6 is substituted in
its place:
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8.6 No Action, Etc. Except as disclosed in
the Disclosure Schedule of American dated not more
than 30 days from the date hereof and as
supplemented not more than thirty (30) days from
the date of the First Amendment Agreement
(hereinafter collectively called the "American
Disclosure Schedule"), and as supplemented on the
Effective Date, there are no suits, actions,
proceedings, claims or investigations (formal or
informal) pending, or to the knowledge of
American, threatened against or relating to
American, its Subsidiary, their business or any of
their properties or against any of their officers
or directors (in their capacity as such) in law or
in equity or before any governmental agency.
There are no suits, actions, proceedings, claims
or investigations against American, its
Subsidiary, their properties or against any of
their officers or directors (in their capacity as
such) in law or in equity or before any
governmental agency which, individually or in the
aggregate, would, or is reasonably likely to, if
determined adversely to such party, materially
adversely affect the financial condition (present
or prospective), businesses, properties or
operations of American or its Subsidiary or the
ability of American or its Subsidiary to conduct
their business as presently conducted or to
consummate the transactions contemplated hereby,
and American does not know of any basis for any
such action or proceeding. Except as disclosed in
the American Disclosure Schedule, American and its
Subsidiary are not parties or subject to any cease
and desist order, agreement or similar arrangement
with a regulatory authority which restricts their
operations or requires any action, and neither
American nor its Subsidiary is transacting
business in material violation of any applicable
law, ordinance, requirement, rule, regulation or
order.
5. Section 9.12 of said Merger Agreement is hereby
deleted in its entirety and the following Section 9.12 is
substituted in its place:
9.12 No Action, Etc. Except as disclosed in
the Wesbanco Disclosure Schedule, dated not more
than 30 days from the date hereof and as
supplemented not more than thirty (30) days from
the date of the First Amendment Agreement
(hereinafter collectively called the "Wesbanco
Disclosure Schedule"), and as supplemented on the
Effective Date, there are no suits, actions,
proceedings, claims or investigations (formal or
informal) pending, or to the knowledge of Wesbanco
pending or threatened, against or relating to
Wesbanco, its subsidiaries, its businesses or any
of its properties or against any of their officers
or directors (in their capacity as such) in law or
in equity or before any governmental agency.
There are no suits, actions, proceedings, claims
or investigations against or relating to Wesbanco,
its subsidiaries, its businesses, its properties
or against any of their officers or directors (in
their capacity as such) in law or in equity or
before any governmental agency, which,
individually or in the aggregate, would, or is
reasonably likely to, if determined adversely to
such party, materially
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adversely affect the financial condition
(present or prospective), businesses, properties
or operations of Wesbanco or its subsidiaries
or the ability of Wesbanco or its subsidiaries
to conduct its business as presently conducted
or consummate the transaction contemplated
hereby, and Wesbanco does not know of any
basis for any such action or proceeding.
Neither Wesbanco nor any of its subsidiaries are a
party or subject to any cease and desist order,
agreement or similar arrangement with a regulatory
authority which restricts its operations or
requires any action and neither Wesbanco nor any
of its subsidiaries are transacting business in
material violation of any applicable law,
ordinance, requirement, rule, order or regulation.
6. Subsection (d) of Section 13.1 of said Merger
Agreement is hereby deleted in its entirety and the following
Subsection (d) of Section 13.1 is substituted in its place:
(d) By American or Wesbanco, if the Closing
Date has not occurred by March 31, 2002;
IN WITNESS WHEREOF, WESBANCO, INC., AMERICAN
BANCORPORATION, AB CORPORATION and WESBANCO BANK, INC. have each
caused this Agreement to be executed on their behalf by their officers
thereunto duly authorized all as of the day and year first above written.
WESBANCO, INC., a West Virginia
corporation
By /s/ Paul M. Limbert
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Its President
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(SEAL)
ATTEST:
/s/ Stephen E. Hannig
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Assistant Secretary
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AMERICAN BANCORPORATION,
an Ohio corporation
By /s/ Jeremy C. McCamic
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Its Chairman
(SEAL)
ATTEST:
/s/ Brent E. Richmond
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President
AMERICAN BANCORPORATION
By /s/ Jeremy C. McCamic
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Jeremy C. McCamic
Chairman and Chief Executive Officer
By /s/ Jack O. Cartner
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Jack O. Cartner, Director
By /s/ Paul W. Donahie
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Paul W. Donahie, Director
By /s/ Abigail M. Feinkopf
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Abigail McCamic Feinkopf, Director
By /s/ Jay T. McCamic
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Jay T. McCamic, Director
By /s/ Jolyon W. McCamic
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Jolyon W. McCamic, Director
By /s/ Jeffrey W. McCamic
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Jeffrey W. McCamic, Director
By /s/ John J. Malik
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The Honorable John J. Malik, Jr.,
Director
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(SEAL)
ATTEST:
/s/ Brent E. Richmond
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President
AB CORPORATION, a West Virginia
corporation
By /s/ Paul M. Limbert
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Its President & CEO
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(SEAL)
ATTEST:
/s/ James C. Gardill
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Secretary
WESBANCO BANK, INC., a West Virginia
corporation
By /s/ Paul M. Limbert
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Its Chairman
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(SEAL)
ATTEST:
/s/ Stephen E. Hannig
- ------------------------------
Secretary