-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EESnmdG+bdOwed7iUb0eabN1bfoR0wEEmHUPwC8IXilJr4Ai8TdGtZXID7sizJBE BpRMMYAnRX3mK6vPIaSaWg== 0000004570-00-000002.txt : 20000331 0000004570-00-000002.hdr.sgml : 20000331 ACCESSION NUMBER: 0000004570-00-000002 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN BANCORPORATION /WV/ CENTRAL INDEX KEY: 0000004570 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 310724349 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-05893 FILM NUMBER: 585262 BUSINESS ADDRESS: STREET 1: 1025 MAIN ST STE 800 CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042335006 MAIL ADDRESS: STREET 1: 1025 MAIN STREET STREET 2: SUITE 800 CITY: WHEELING STATE: WV ZIP: 26003 10-K405 1 FORM 10-K 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, 1999 Commission file number 0-5893 American Bancorporation (Exact name of registrant as specified in its charter) Ohio (State or other jurisdiction of 31-0724349 incorporation or organization) (I.R.S. Employer Identification No.) 1025 Main Street, Suite 800, Wheeling, WV 26003 26003 (Address of principal executive offices) (Zip Code) Registrants 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 filed such reports), and (2) has been subject to the filing requirements for the past 90 days. Yes x 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. [ x ] 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. $34,036,841 at February 29, 2000 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, 2000 Number of pages Exhibit Index comprising this located at report . . . . . 69 Page . . . . . 15 & 17 - 1 - AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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, 1999. With the exception of the pages listed in the index and hereby incorporated by reference, the 1999 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 1999. 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 Shareholders Statement 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, IBC, 31 2 - 3, 11 Item 6 Selected financial data............. - 31 - Item 7 Management's discussion and analysis of financial condition and results of operations......... - 32 - 47 - Item 7a. Quantitative and qualitative disclosures about market risk..................- 45 - 46 - Item 8 Financial statements and supplementary data............... 14 3 - 30 - 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..........4-15 - - 2 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 Part I Item 1. Business General American Bancorporation (the "Registrant" of 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 20 offices. As of December 31, 1999, the Company had consolidated total assets of $711.3 million, deposits of $449.3 million and stockholders' equity of $28.2 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. In 1996, the Company merged its other former banking subsidiary, Columbus National Bank, into Wheeling National Bank, under the charter of WNB. 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 and services mortgage loans through American Mortgages, Inc. ("AMI"), a wholly-owned subsidiary. AMI owns 51% of Premier Mortgage, Ltd., located in Columbus, Ohio, a joint-venture with H.E.R., Inc., a major Columbus, Ohio real estate broker, which originates residential mortgage loans. 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. 3 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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, 1999 the Company's total loan portfolio amounted to $371.2 million or 52.2% of total consolidated assets. At December 31, 1999 real estate mortgage loans totalled $158.1 million, or 42.6% of the loan portfolio, commercial loans totalled $147.7 million, or 39.8% of the loan portfolio, and consumer installment loans totalled $65.4 million, or 17.6% of the loan portfolio. Total loans increased by $70.6 million or 23.5% between December 31, 1998 and December 31, 1999, as commercial loans increased $34.1 million or 30.0% and real estate mortgage loans increased $20.0 million or 14.5%, while consumer installment loans increased $16.5 million or 33.7%. 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 and generally represents 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 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. 4 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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 which are not concentrated in a specific market 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, 1999 the entire investment portfolio is classified as available for sale. The Company's investment portfolio is comprised primarily of U. S. Treasury securities, 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 many 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 196 full-time equivalent employees at December 31, 1999. None of these employees are represented by a collective bargaining agent, and the Company believes that it enjoys good relations with its personnel. 5 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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, as a 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 in Item 7 hereof and Note S to the Consolidated Financial Statements in Item I hereof. 6 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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 well as 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 and its 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 acquisition may 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. 7 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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 against deposits, 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 promulgated to 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, 1999, the regulatory capital of the Bank exceeded 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 8 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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 it were 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 receives notice or is deemed to have notice 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, 1999, 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, both BIF-insured institutions and SAIF-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 FDIC and (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 points the 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 banking agency. The FDIC may, on a case-by-case basis and upon application by an adequately capitalized insured depository 9 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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, 1999. Community Investment and Consumer Protection Laws. In connection 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 enforcement powers available to federal banking regulators is substantial and includes, among other things, the ability to assess civil money penalties, to issue cease-and-desist or removal orders and to initiate injunctive actions against banking organizations and institution-affiliated parties, as defined. In general, these enforcement actions may be initiated for 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. 10 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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 31 through 46 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, interest rates and interest differential a. Average balance sheet ........................... - 32 b. Average earning assets and interest bearing liabilities, interest earned and paid, yield and rates ................................. - 32 c Interest variances ...............................- 34-35 II. Investment portfolio a. Carrying value of investment securities by type ..- 42 b. Maturity and weighted average yield ..............- 42 III. Loans a. Types of loans ...................................- 39 b. Maturity and sensitivity to change in interest rates ................................- 39 c. Non-performing loans .............................- 39 IV. Summary of loans loss experience ......................12 41 V. Deposits a. Average amount .................................. - 42 b. Maturity of time certificates of deposits in excess of $100,000 ...............................- 42 VI. Return on equity and assets ............................- 31 11 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 The following table summarizes the balance of the allowance for loan losses by the major loan categories. The table supplements that on page 41 of the Company's Annual Report to Stockholders for the year ended December 31, 1999, incorporated by reference herein. Allowance Percent amount in each category (000's omitted) to total loans 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 ------ ----- $3,284 100.0% ====== ===== 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% ====== ====== 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% ====== ===== 12 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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, 1999 was $10.2 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, 1999, 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 Office Year 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) 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 (Loan Production Office) ........... 1999 1,652(1) AMERICAN MORTGAGES, INC ......................... Elm Grove ..................................... 1994 4,700(1) PREMIER MORTGAGE, LTD ........................... Reynoldsburg, Ohio ............................ 1996 1,600(1) (1) Leased. (2) Ground leased. 13 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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, 1999, 1998 and 1997 ................. 30 Consolidated financial statements Consolidated balance sheets at December 31, 1999 and 1998 ............ 3 Consolidated statements of income for the years ended December 31, 1999, 1998 and 1997 ................................... 4 Consolidated statement of changes in stockholders' equity for the years ended December 31, 1999, 1998 and 1997 .............. 5 Consolidated statements of cash flows for the years ended December 31, 1999, 1998 and 1997 ................................... 6 Notes to consolidated financial statements including condensed financial information of Registrant ..................... 7 - 29 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. 14 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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 Agreement to Merge between Wheeling National Bank and Columbus National Bank (a) 10.3 Office Purchase and Assumption Agreement by and between Columbus National Bank and Bank One, Steubenville, NA (a) 10.4 Trust Preferred Securities Offering of American Bancorporation Capital Trust I ("ABCT") (b) 10.5 Amended and Restated Trust Agreement of ABCT (b) 10.6 ABCT Preferred Securities Guarantee Agreement (b) 10.7 ABCT Trust Indenture (b) 10.8 American Bancorporation Agreement as to ABCT Expenses (b) 10.9 ABCT Preferred Securities Certificate (b) 13.1 1999 Annual Report to Security Holders 18-69 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. Name Jurisdiction Percentage 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% Premier Mortgage, Ltd. ..................................... Ohio 51%* *Through the Company's ownership in American Mortgages, Inc. The following footnote references are to documents incorporated by reference herein: (a) Incorporated by reference to the same Exhibit number in the Form 10-K for the year ended December 31, 1997. (b) Incorporated by reference to Form S-2 Registration Nos.: 333-49659 and 333-49659-01 effective April 21, 1998. Exhibit reference is contained on Page II-2. B. Reports on Form 8-K: Date Item Number Description None 15 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 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, 2000. 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, 2000. /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 and President Director and Vice Chairman /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 Executive Vice President and Chief Operating Officer /s/ Jeffrey W. McCamic /s/ Jeffrey A. Baran Jeffrey W. McCamic Jeffrey A. Baran Director Chief Financial Officer 16 AMERICAN BANCORPORATION FORM 10-K Annual Report December 31, 1999 EXHIBIT INDEX Number Description 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 Agreement to Merge between Wheeling National Bank and Columbus National Bank............................. (a) 10.3 Office Purchase and Assumption Agreement by and between Columbus National Bank and Bank One, Steubenville, NA..................... (a) 10.4 Trust Preferred Securities Offering of American Bancorporation Capital Trust I ("ABCT")... (b) 10.5 Amended and Restated Trust Agreement of ABCT.......... (b) 10.6 ABCT Preferred Securities Guarantee Agreement......... (b) 10.7 ABCT Trust Indenture.................................. (b) 10.8 American Bancorporation Agreement as to ABCT Expenses. (b) 10.9 ABCT Preferred Securities Certificate................. (b) 13.1 1999 Annual Report to Security Holders................ (18-69) 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 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% Premier Mortgage, Ltd............... Ohio 51% * *Through the Company's ownership in American Mortgages, Inc. The following footnote references are to documents incorporated by reference herein: (a) Incorporated by reference to the same Exhibit number in the Form 10-K for the year ended December 31, 1997. (b) Incorporated by reference to Form S-2 Registration Nos.: 333-49659 and 333-49659- 01 effective April 21, 1998. Exhibit reference is contained on Page II-2. 17 -----END PRIVACY-ENHANCED MESSAGE-----