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Society buys Ameritrust in $1.2 billion deal

CLEVELAND -- In what would be the largest bank merger in Ohio history, Society Corp. reported Friday it had reached a definitive agreement to buy out Ameritrust Corp. in a deal valued at nearly $1.2 billion.

Under terms of the agreement, Ameritrust stockholders can exchange each share of Ameritrust stock for two-thirds of a share of Society stock.

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The combined company will keep the Society Corp. name and be headquartered in the nearly completed 57-story Society Center in Cleveland.

The company will have assets of over $26 billion, making it the nation's 24th largest commercial banking organization, with more than $1.7 billion in equity capital and over 500 offices in Ohio, Indiana and Michigan.

The trust businesses of the combined company, to be conducted under the Ameritrust name, will rank 11th nationally in terms of managed assets and have offices in Ohio, Texas, Florida, Indiana, Michigan and Connecticut.

Based on the closing price of Society stock Thursday, the transaction has a total value of about $1.2 billion, making it by far the largest ever acquisition of an Ohio-based banking company.

Robert W. Gillespie, chairman and chief executive officer of Society, will serve in the same positions with the merged company. At least eight directors from Ameritrust were scheduled to join the Society board shortly after the merger and several other Ameritrust directors will join the boards of Society National Bank and the trust company.

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At least two other banks were vying for Ameritrust. National City Corp., also based in Cleveland, and Banc One Corp. of Columbus, failed in their bids.

'We are obviously disappointed,' said Edward Brandon, chairman and chief executive officer of National City, a $24 billion company.

Brandon said Ameritrust's decision did not lessen National City's commitment to Cleveland or to the other cities in which it operates, nor alter the company's long-term strategic objectives.

Craig R. Smith, chairman and chief executive officer of Ameritrust, said, 'The board and management of Ameritrusthas had as its highest priority finding a compatible merger partner that we believed was competitively positioned for success over the long term.

'We think Society clearly meets all our tests,' he said.

The agreement requires the approval of both Ameritrust and Society shareholders, as well as federal regulatory approval. Shareholder meetings are to be held as soon as practical, with the merger expected to be completed in early 1992.

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