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CUSIP No. 001046 10 1 Page 1 of 8 Pages
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 13D
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13-1(A) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(A)
(AMENDMENT NO. _)*
Af Bankshares, Inc.
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(Name of Issuer)
Common Stock, Par Value $.01 Per Share
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(Title of Class of Securities)
001046 10 1
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(CUSIP Number)
James A. Todd
AF Bank
206 S. Jefferson Avenue, West Jefferson, North Carolina 28694
Telephone No. (336) 246-4344
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 16, 1998
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_| .
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NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
SCHEDULE 13D
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CUSIP No. 001046 10 1 Page 2 of 8 Pages
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1 NAME OF REPORTING PERSON
SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
AsheCo, M.H.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
Not Applicable
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 538,221
OWNED BY ------------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON -0-
WITH ------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
538,221
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SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
538,221
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.08%, as of June 30, 1998
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14 TYPE OF REPORTING PERSON*
HC
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
ITEM 1. SECURITY AND ISSUER
The securities to which this Schedule 13D relate are the shares of
common stock, par value $.01 per share (the "Common Stock"), of AF Bankshares,
Inc. (the "Issuer"), a federally chartered corporation having its principal
executive office at 206 S. Jefferson Avenue, West Jefferson, North Carolina
28694.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) This Schedule 13D is being filed by AsheCo, M.H.C., a federally
chartered mutual holding company (the "MHC" or the "Company"). The Company's
principal business is holding 51.08% of the Common Stock of the Issuer, as of
June 30, 1998. The business address of the Company is 206 S. Jefferson Avenue,
West Jefferson, North Carolina 28694.
The following information is being provided with respect to each
executive officer and director of the Company ("Insiders").
NAME PRINCIPAL OCCUPATION OR EMPLOYMENT
---- ----------------------------------
James A. Todd President, Chief Executive Officer and Director
Kenneth R. Greene Director and Vice Chairman;
Manager, East Jefferson Builders Mart
Jan R. Caddell Director and Chairman of the Board;
President and General Manager of Caddell
Broadcasting, Inc. and its commercial radio
station, WKSK
William O. Ashley, Jr. Director;
Retired - Former Managing Officer, Secretary
and Treasurer of the Bank
Wayne R. Burgess Director;
Part-owner, Vice President and manager of
Burgess Furniture
Frank E. Roland Director;
Retired - U.S. Postal Service; Director - Ashe
Memorial Hospital, Riverview Community Center
and Skyline Telephone Membership Corporation
Jerry L. Roten Director;
Clerk of Superior Court of Ashe County
John D. Weaver Director;
President of Weaver Tree Farm, Inc.
Page 3 of 8 Pages
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Melanie P. Miller Senior Vice President, Secretary, Treasurer and
Chief Financial Officer
Martin G. Little Senior Vice President and Chief Lending Officer
(d) During the last five years, neither the Company nor the Insiders
have been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the past five years, neither the Company nor the Insiders
have been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction which resulted in the Company or any of the Insiders
being subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) All of the Insiders are U.S. citizens.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Note: Information provided for this item reflects events from
June 16, 1998, the date of the event which requires filing of this schedule.
On June 16, 1998, the Issuer was formed for the purpose of becoming the
stock holding company of AF Bank (the "Bank") in a stock exchange with the
Company pursuant to an Agreement and Plan of Reorganization (the "Plan of
Reorganization"), approved by the Board of Directors on September 15, 1997.
Pursuant to the Plan of Reorganization the Bank became the wholly-owned
subsidiary of the Issuer, which became a majority-owned subsidiary of the
Company (the "Reorganization"). In the Reorganization, each outstanding share of
the common stock of the Bank was converted into one share of the Issuer's Common
Stock and the holders of the Bank's common stock became holders of all of the
outstanding Common Stock of the Issuer. On June 16, 1998, the Company received
538,221 shares of Common Stock and 461,779 shares of Common Stock were received
by shareholders of the Bank in the stock exchange pursuant to the
Reorganization.
Pursuant to General Instruction C of Schedule 13D, the following
information is being provided with respect to the Insiders:
The following table sets forth information with respect to the shares of Common
Stock beneficially owned by each director of the Company, by each named
executive officer of the Company identified in the Summary Compensation Table
included elsewhere herein, and all directors and executive officers of the
Company as a group as of July 1, 1998. Except as otherwise indicated, each
person and each group shown in the table has sole voting and investment power
with respect to the shares of Common Stock indicated.
Page 4 of 8 Pages
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<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT OF
OF BENEFICIAL COMMON STOCK
NAME POSITION OWNERSHIP(1)(2)(3)(4) OUTSTANDING(5)
- ---------------------------- -------------------------------- ------------------------------- -----------------
<S> <C> <C> <C>
James A. Todd Director, President and 25,283 2.4%
Chief Executive Officer
Jan R. Caddell Director, Chairman of the 7,494 *
Board of Directors
Kenneth R. Greene Director 7,494 *
William O. Ashley, Jr. Director 7,494 *
Wayne R. Burgess Director 7,567 *
Frank E. Roland Director 7,494 *
Jerry L. Roten Director 7,494 *
John D. Weaver Director 7,494 *
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All directors and executive officers
as a group (10 persons) 142,533 13.5%
</TABLE>
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* Less than one percent of Outstanding Common Stock.
(1) See "Principal Shareholders of the "Company" for a definition of
"beneficial ownership." All persons shown in the above table have sole
voting and investment power, except as otherwise indicated.
(2) The figures shown for Mr. Todd include 897 shares held in trust by the
Company, as trustee, pursuant to the Employee Stock Ownership Plan of
Ashe Federal Bank ("ESOP"), which shares have been allocated to Mr.
Todd's account under the ESOP and as to which he has sole voting power,
but no investment power, except in limited circumstances. The figure
shown for all directors and executive officers as a group includes the
shares allocated to Mr. Todd's account under the ESOP and 910 shares
allocated to the accounts of the other executive officers, as to which
such executive officers have sole voting power, but no investment
power, except in limited circumstances. Such figure also includes (a)
5,593 shares allocated to the accounts of other participants in the
ESOP, as to which the Bank, as the ESOP trustee, and the Bank's
Compensation Committee (consisting of Messrs. Greene and Burgess),
which serves as the ESOP Committee, has no voting power and shared
investment power, and (b) 29,542 shares that have not been allocated to
participants' accounts under the ESOP, as to which the executive
officers have shared voting power, but no investment power, except in
limited circumstances, the ESOP trustee has shared voting and
investment power and the ESOP Committee has no voting power and shared
investment power. Except for the shares allocated to their individual
accounts, each executive officer disclaims beneficial ownership of the
shares held in the ESOP, and each member of the Board of Directors
disclaims beneficial ownership of the shares held in the ESOP.
(3) Includes 2,300 shares of restricted stock granted to each outside
director (of which 460 shares vested on December 8, 1997) and 17,959
shares of common stock granted to Mr. Todd (of which 3,592 shares
vested on December 8, 1997) pursuant to the Ashe Federal Bank 1997
Recognition and Retention Plan (the "RRP"). Each recipient of a
restricted stock award has sole voting power but no investment power
over the shares of Common Stock covered by the award.
(4) Includes 194 shares of Common Stock which may be acquired by each
outside director pursuant to vested options granted to them under the
Ashe Federal Bank 1997 Stock Option Plan (the "Stock Option Plan").
Also includes 1,427 shares of Common Stock which Mr. Todd may acquire
pursuant to a vested option granted to him under the Stock Option Plan.
(5) Percentages with respect to each person or group of persons have been
calculated on the basis of 1,053,678 shares of Common Stock, the total
number of shares of the Company's common stock outstanding as of July
1, 1998, plus the number of shares of Common Stock which such person or
group has the right to acquire within 60 days after July 1, 1998.
ITEM 4. PURPOSE OF TRANSACTION
The reorganization into the "two-tier" mutual holding company structure
was accomplished under the Plan of Reorganization, which was unanimously
approved by the Board of Directors on September 15, 1997. Pursuant to the Plan
of Reorganization, the Bank became a wholly owned
Page 5 of 8 Pages
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subsidiary of the Issuer which became majority owned by AsheCo, M.H.C. In the
Reorganization, each outstanding share of the Bank's common stock was be
converted into one share of the Issuer's Common Stock and the holders of the
Bank's common stock became the holders of all of the outstanding Issuer's Common
Stock. Accordingly, as a result of the Reorganization, the Bank's minority
shareholders became minority shareholders of the Issuer. The Board of Directors
of the Bank believes that the formation of the Issuer as a subsidiary of the MHC
is in the best interests of shareholders and offers greater operating
flexibility than is available to the Bank in its mutual holding company
structure prior to the Reorganization. Establishing the Issuer as a subsidiary
of the MHC permits the Issuer to conduct activities and make investments for the
benefit of all shareholders. Management believes that it will also provide
enhanced ability to invest through the Issuer, facilitate mergers, acquisitions
and stock repurchases.
The purpose of the acquisition of shares of the Issuer's Common Stock
reported herein is for investment. However, the shares reported on this Schedule
13D were issued to the Company and the Company has the intention of exercising
control over the Issuer. The shares reported on this schedule 13D were not
purchased by the Insiders with the intention of exercising control over the
Issuer. While the Company and the Insiders intend to exercise their rights as
majority stockholder and stockholders, respectively, they do not currently have
any plans or proposals which relate to or would result in: (a) the acquisition
by any person of additional securities of the Issuer, or the disposition of
securities of the Issuer; (b) an extraordinary corporate transaction, such as
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; (c) a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; (d) any change in the present board of
directors or management of the Issuer, including any plans or proposals to
change the number or terms of directors or to fill any vacancies on the board;
(e) any material change in the present capitalization or dividend policy of the
Issuer; (f) any other material change in the Issuer's business or corporate
structure; (g) any change in the Issuer's charter, by-laws, or other instruments
corresponding thereto or other actions which may impede the acquisition of
control of the Issuer by any person; (h) causing a class of securities of the
Issuer to be delisted from a national securities exchange or to be authorized to
be quoted in an inter-dealer quotation system or a registered national
securities association; (i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or (j) any action similar to any of
those enumerated above.
In the future, AsheCo, M.H.C. and/or the Insiders may determine to
purchase additional shares of the Issuer's Common Stock (or other securities of
the Issuer) or it may determine to sell shares of the Issuer's Common Stock. Any
such determination will depend on a number of factors, including general
economic conditions, market prices for the Common Stock, receipt of any
necessary regulatory approval and other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) AsheCo, M.H.C. directly and beneficially owns an aggregate of
494,767 shares of Common Stock or 51.08% of the shares
outstanding on June 30, 1998 as calculated by the Issuer. See
ITEM 3 for information with respect to the Insiders regarding
beneficial ownership of the Issuer's Common Stock.
Page 6 of 8 Pages
<PAGE>
(b) AsheCo, M.H.C. has sole power to vote or to direct the vote of
and has sole power to dispose or to direct the disposition of
538,221 shares of Common Stock. The Insiders individually have
the sole power to vote and the sole power to dispose of the
shares of Common Stock owned by them.
(c) Except for the shares listed in this Schedule 13D, neither the
Company nor any of the other individuals identified in ITEM 2
hereof has effected any transaction in the Issuer's Common
Stock within the past 60 days.
(d) No person or entity other than the Company has the right to
receive, or the power to direct the receipt of dividends from,
or the proceeds from the sale of the shares of the Issuer's
Common Stock reported in this schedule.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
As of the date of this Schedule 13D, neither the Company nor any of the
other individuals identified in ITEM 2 hereof is a party to any contract,
arrangement, understanding or relationship (legal or otherwise) among themselves
or with any other person or persons with respect to the Common Stock, including
but not limited to transfer or voting of any of the Common Stock, finder's fees,
joint ventures, loan or option arrangements, put or calls, guarantees of
profits, division of profits or loss, the giving or withholding of proxies or
pledge or otherwise subject to a contingency the occurrence of which would give
another person voting or investment power over the Common Stock.
ITEM 7. MATERIAL REQUIRED TO BE FILED AS EXHIBITS
None.
Page 7 of 8 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
AsheCo, M.H.C.
By: /s/ James A. Todd
---------------------------------
President and Chief Executive Officer
February 3, 1999
Page 8 of 8 Pages
