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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 30, 1999
AMERICAN BANCSHARES, INC.
(Exact Name of Registrant as Specified in its Charter)
Florida 0-27474 65-0624640
(State or Other Jurisdiction (Commission File Number) (IRS Employer
Incorporation) Identification
Number)
4502 Cortez Road West, Bradenton, Florida 34210-2801
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(941) 795-3050
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Item 5. Other Events.
Effective April 30, 1999, Mr. Gerald L. Anthony resigned his position
as Chief Executive Officer and President of American Bancshares, Inc., a Florida
corporation (the "Company"), pursuant to the terms of a Severance Agreement
("Severance Agreement') approved by the Board of Directors of the Company, which
agreement modifies and clarifies the terms of Mr. Anthony's Employment Agreement
as it relates to his separation from the Company and its subsidiaries. Under the
terms of the Severance Agreement, the Company has agreed to a severance package
providing for the payment of $190,000 payable in a lump sum or in installments
over 12 months, at Mr. Anthony's election. The Severance Agreement also provides
a covenant not to compete or to solicit customers up to and through October 31,
1999. A copy of the Severance Agreement is attached as exhibit 10.15 to this
Current Report on Form 8-K and is incorporated herein by reference.
Mr. Anthony's resignation as President and CEO of the Company was
announced by a press release issued on April 30, 1999. A copy of the press
release is attached hereto as exhibit 99.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
In addition, to his resignation as President and CEO of the Company,
Mr. Anthony tendered a letter of resignation effective April 30, 1999 pursuant
to which he resigned (i) as the President, Chief Executive Officer, and director
of American Bank, a Florida state-chartered bank (the "Bank"), and of Freedom
Finance Company, each a wholly-owned subsidiary of the Company, (ii) from the
Board of Directors of the Company, and (iii) as administrator of ABI Capital
Trust. A copy of the letter of resignation is attached as an exhibit to this
Current Report on Form 8-K.
Mr. Jerry L. Neff, interim President and CEO of the Bank also has been
appointed to serve as the interim President and Chief Executive Officer of the
Company.
Item 7. Financial Statements and Exhibits.
(a) Not Applicable
(b) Not Applicable
(c) Exhibits required by Item 601 of Regulation S-K
Exhibit No. Description
10.15 Severance Agreement by and between American Bank and Gerald L.
Anthony.
99.1 Press Release, issued April 30, 1999, regarding the resignation
of Mr. Anthony as President of American Bank.
99.2 Letter of Resignation of Gerald L. Anthony.
SIGNATURE
Pursuant to the requirements 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.
AMERICAN BANCSHARES, INC.
Date: May 5, 1999 By: /s/ Brian M. Watterson
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Brian M. Watterson
Executive Vice President and Chief
Operating Officer
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EXHIBIT INDEX
Exhibit No. Description
10.15 Severance Agreement by and between American Bank and Gerald L.
Anthony.
99.1 Press Release, issued April 30, 1999, regarding the resignation of
Mr. Anthony as President of American Bancshares.
99.2 Letter of Resignation of Gerald L. Anthony.
Exhibit 10.15
SEVERANCE AGREEMENT
This is a Severance Agreement ("the Agreement") by and between American
Bank ("the Bank"), and Gerald L. Anthony ("Anthony").
WHEREAS, Anthony was employed by American Bank as its President and
Chief Executive Officer, starting work on the Bank's behalf prior to issuance of
its Charter, and most recently working for the Bank pursuant to an Employment
Agreement dated December 1, 1995; and
WHEREAS, Anthony is presently employed by American Bancshares, Inc.
("ABI") as its President and Chief Executive Officer, by Freedom Finance Company
as its President, and by ABI Capital Trust as its Administrator; and
WHEREAS, Anthony is presently serving on the Board of Directors of the
Bank, ABI, and Freedom Finance Company; and
WHEREAS, the Bank, ABI, and Freedom Finance Company wish to sever their
relationship with Anthony, and Anthony wishes to sever his relationship with the
Bank, ABI and Freedom Finance Company; and
WHEREAS, at a meeting on April 16, 1999, the parties negotiated the
terms of Anthony's separation from the Bank, and signed a term sheet indicating
those terms; and
WHEREAS, the Bank and Anthony have agreed to enter into this Agreement
to effect his severance as agreed during their meeting on April 16th, and to
describe with more formality the terms of his separation;
NOW THEREFORE, the Bank and Anthony, in consideration of the mutual
promises made in this Agreement, agree as follows:
1. Termination of Anthony Employment Relationships. Any employment
relationship between Anthony and the Bank, between Anthony and ABI, between
Anthony and Freedom Finance Company, and between Anthony and ABI Capital Trust,
will be permanently and irrevocably terminated effective April 30, 1999. Anthony
shall receive all compensation due him as an employee of these entities through
April 30, 1999. Anthony will resign his employment from these entities through
execution of the letter of resignation attached as Exhibit "A" to this
Agreement.
2. Termination of Anthony Directorships. Anthony's membership on the
Board of Directors of the Bank, ABI, and Freedom Finance Company, will be
permanently and irrevocably terminated effective April 30, 1999. Anthony shall
receive all compensation due him for service on the Boards of these entities
through April 30, 1999. Anthony will resign his memberships on these Boards
through execution of the letter of resignation attached as Exhibit "A" to this
Agreement.
3. Severance Pay. The Bank shall pay Anthony severance pay in the
amount of ONE HUNDRED NINETY THOUSAND DOLLARS ($190,000.00), less all payroll
taxes required to be withheld by law. The Bank shall pay FICA tax on this
severance pay as required by law. This payment shall be made either in a lump
sum, or in equal installments over twelve (12) months, at Anthony's choice.
4. Modification of Anthony's Post Termination Covenants in his
Employment Agreement of December 1, 1995. There are certain post termination
covenants in Anthony's Employment Agreement of December 1, 1995. The covenant
not to compete is modified to the extent that the parties agree that it will be
applicable for a six month period of time, beginning in April, 1999 (in other
words, the covenant not to compete shall apply, in full force and effect, during
the months of May, June, July, August, September and October, 1999, expiring on
October 31, 1999).
5. Acknowledgements Relating to Return of Bank Property. The Bank and
Anthony both acknowledge that on April 19, 1999, Anthony returned his Bank-owned
car to the Bank. The Bank and Anthony both acknowledge that on April 19, 1999,
the Bank obtained from David Wilcox, Anthony's attorney, certain Bank property
entrusted to Wilcox by Anthony, including but not limited to Anthony's Bank keys
and his Bank credit card(s).
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6. Anthony's Limited Release. Anthony, in consideration of the payments
to him required by this Agreement, and in consideration of the other promises of
the Bank set forth herein, on his own behalf, and on behalf of his relatives and
heirs, executors, administrators and assigns, irrevocably and unconditionally
releases, waives and forever discharges the Bank, ABI, Freedom Finance Company,
and ABI Capital Trust, and any other related or affiliated corporations, and all
of their predecessors, successors and assigns, and all agents, directors,
officers, employees, representatives, insurance carriers, and attorneys, and all
legal and natural persons acting by, through, under or in concert with any of
them (collectively "Releasees"), of all claims relating to or arising from his
employment contracts with the Bank, specifically including his employment
contract dated December 1, 1995, and all claims relating to or arising from any
Bank policies providing severance pay benefits, and all other claims of any kind
for severance pay from the Bank, ABI, Freedom Finance Company, or ABI Captial
Trust. Anthony further acknowledges that the compensation and benefits
referenced in this Agreement shall be all of the compensation and benefits to
which he is entitled from the Bank, with the sole exception of compensation for
any claims for insurance benefits made prior to April 30, 1999; provided,
however, that nothing herein is intended to effect in any way Anthony's right to
stock options provided by prior contracts, or his right to any monies in his
401(k) account at the Bank, or his ownership interests in any American
Bancshares, Inc. stock, nor is anything in this Agreement intended to effect
Anthony's right to exercise, at his own expense, his COBRA rights, or any other
insurance conversion privileges provided by law, or by the insurance policies
themselves.
7. Mutual Non-Disparagement Commitment. Both the Bank and Anthony
desire that his separation be amicable in nature. To effect that intent, they
mutually commit not to disparage each other. More specifically, the Bank's
officers and directors will not disparage Anthony, or any bank that he forms in
the future, to third parties, and Anthony will not disparage the Bank, or its
officers and directors, to third parties. Anthony and the Bank will approach
this obligation in good faith, and have agreed that liquidated damages are
unnecessary to enforce their mutual non-disparagement commitment. Although
neither of the parties anticipates any future conduct violative of this
provision, they agree that if anything is said by one party that the other party
believes is a violation of this non-disparagement commitment, the offended
party, through counsel, will contact counsel for the other party, calling the
alleged disparaging remark to the attention of that party. In the event of a
violation of the non-disparagement commitment, appropriate corrective action
will be taken to eliminate, to the extent possible, repeat violations of the
commitment. If repeated violations occur, and/or appropriate corrective action
is not taken, or proves ineffective, a civil action may be brought to recover
any actual damages caused by breach.
8. Complete Agreement, Except as Provided. This Agreement contains the
entire agreement between the Bank and Anthony relating to his separation from
the Bank, and his separation from those entities related to or affiliated with
the Bank, with the exception of the post termination covenants set forth in the
employment agreement of December 1, 1995, which, as modified herein, shall
remain in full force and effect. Thus this Agreement supercedes the term sheet
for this Agreement signed by counsel for the parties on April 16, 1996, and any
other oral or written understandings or agreements relating to Anthony's
separation.
9. Governing Law. This Agreement shall be governed by the law of the
State of Florida.
GERALD L. ANTHONY AMERICAN BANK
By: /s/Gerald L. Anthony By: /s/ J. Gary Russ
Date: April 28, 1999 Date: April 29, 1999
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Exhibit 99.1
Anthony Leaves American Bancshares
BRADENTON, Fla., April 30 /PRNewswire/ -- American Bancshares, Inc.
(Nasdaq: ABAN) today announced that Gerald L. Anthony has resigned his positions
as president and chief executive officer to pursue other interests.
In February, Mr. Anthony resigned his positions with American Bank and the Board
of Directors appointed Jerry L. Neff to serve as interim president and chief
executive officer of the bank.
Chairman J. Gary Russ said, "Jerry Neff continues to head up the bank staff and
is a candidate as a permanent successor in the executive search being conducted
by a committee of the board."
Mr. Russ added, "The board expresses its gratitude to Gerry Anthony for his 10
years of service and we wish him success in his new pursuits."
American Bancshares is a one-bank holding company headquartered in Bradenton,
Florida. Its wholly owned subsidiary, American Bank, with 10 branch offices, is
a leading and one of the largest independent community banks on the west coast
of Florida.
Except for historical information contained herein, this news release contains
forward-looking statements that are subject to risks, uncertainties and other
factors detailed in the company's SEC reports, including the report on Form 10-K
for the year ended December 31, 1997.
/CONTACT: Brian M. Watterson, Exec. Vice President and CFO of American
Bancshares, Inc., 941-761-2128; or Investor Relations Consultants, Inc.,
727-781-5577, or e-mail, [email protected]/
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Exhibit 99.2
April 22, 1999
Mr. J. Gary Russ
Chairman of the Board of Directors
American Bancshares, Inc.
4702 Cortez Road West
Bradenton, FL 34210
Re: Resignation
Dear Gary:
I hereby resign my employment with American Bank, ABI, Freedom Finance
Company and ABI Capital Trust, effective April 30, 1999. Additionally, I resign
as President and Chief Executive Officer of American Bank, as President of
Freedom Finance Company, and as Administrator of ABI Capital Trust, effective
April 30, 1999. I also resign from the Board of Directors of ABI, American Bank,
and Freedom Finance Company, effective April 30, 1999. These resignations shall
permanently sever my work relationship with ABI and its related entitles as of
the effective date of my resignation.
I wish all of you at ABI, American Bank, Freedom Finance Company, and
ABI Capital Trust continued success and prosperity.
Sincerely,
/s/ Gerald L. Anthony
Gerald L. Anthony
GLA
