<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Abigail Adams National Bancorp, Inc.
-----------------------------------------
(Name of Subject Company)
Marshall T. Reynolds
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(Bidder)
Common Stock, par value $10.00 per share
-----------------------------------------
(Title of Class of Securities)
003390101
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(CUSIP Number of Class of Securities)
Thomas J. Murray
Huddleston, Bolen, Beatty, Porter & Copen
P.O. Box 2185
611 Third Avenue
Huntington, West Virginia 25722
(304) 529-6181
-----------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Page 1 of 64
Exhibit Index at page 10
<PAGE>
Calculation of Filing Fee
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*Transaction Amount of Filing
Valuation: $1,717,926 fee: $343.59
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* The transaction was valued by determining the cost of
purchasing all outstanding shares of common stock of Abigail
Adams National Bancorp, Inc. other than shares owned by the
bidder or his Permitted Assignees, as herein identified, at the
offer price of $21 per share. The valuation has been estimated
solely for the purpose of calculating the filing fee.
[ ] Check box if any part of the fee is offset as
provided by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid.
Identify the previous filing by registration
statement number, or the Form or Schedule and
the date of its filing.
Amount Previously Paid: Not Applicable
Form or Registration No.: Not Applicable
Filing Party: Not Applicable
Date Filed: Not Applicable
<PAGE>
The bidder Marshall T. Reynolds by means of this Schedule
14D-1 is amending his Schedule 13D and Amendment No. 1 thereto
filed May 1, 1995 and July 24, 1995 respectively.
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Marshall T. Reynolds (###-##-####)
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) -------
(b) X
-------
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-
3. SEC USE ONLY
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4. SOURCES OF FUNDS (SEE INSTRUCTIONS)
BK/PF
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5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(e) or 2(f) -------
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
State of West Virginia
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
120,538 shares of common stock
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8. CHECK IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES (SEE INSTRUCTIONS)
--------------------------------
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
42.3%
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10. TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
Item 1. SECURITY AND SUBJECT COMPANY.
(a) The name of the subject company is Abigail Adams
National Bancorp, Inc., a Delaware corporation (the "Company").
The principal executive offices of the Company are located at
1627 K. Street N.W., Washington, D.C. 20006.
(b) This Statement relates to a tender offer by Marshall T.
Reynolds (the "Purchaser") to purchase any and all outstanding
shares of Company, par value $10.00 per share (the "Shares"), not
presently owned by Purchaser, Shirley A. Reynolds, Robert H.
Beymer, Barbara W. Beymer, Robert L. Shell, Jr., Thomas W.
Wright, Deborah P. Wright or Jeanne D. Hubbard (the "Permitted
Assignees"), at $21.00 per share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to
Purchase, dated August 16, 1995 (the "Offer to Purchase"), and
the related Letter of Transmittal (which together constitute the
"Offer"), copies of which are filed as Exhibits (a)(1) and (a)(2)
hereto, respectively. The information set forth in the
Introduction and Section 1 ("Terms of the Offer") of the Offer to
Purchase is incorporated herein by reference. The Company has
284,844 shares outstanding, 81,806 of which are not presently
owned by the aforementioned persons. The Permitted Assignees
have advised Purchaser that they have no intention of tendering
any Shares pursuant to the Offer to Purchase.
(c) The information concerning the principal market for,
and the prices of, the Shares, set forth in Section 6 ("Price
Range of Shares; Dividends") of the Offer to Purchase is
incorporated herein by reference.
<PAGE>
Item 2. IDENTITY AND BACKGROUND.
(a) The name of the Purchaser is Marshall T. Reynolds. The
information set forth in the Introduction and Section 9 ("Certain
Information Concerning the Purchaser") of the Offer to Purchase
is incorporated herein by reference.
(b) - (d) The business address, principal occupation or
employment, and material occupations, positions, offices and
employments during the last five years of the Purchaser are set
forth in Section 9 ("Certain Information Concerning the
Purchaser")
(e) - (f) During the last five years the Purchaser has not
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or
is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting activities subject to, federal or
state securities laws or finding any violation of such laws.
(g) The Purchaser is a citizen of the United States of
America.
Item 3. PAST CONTACTS, TRANSACTIONS OR
NEGOTIATIONS WITH SUBJECT COMPANY.
(a) - (b) The Information set forth in the Introduction,
Section 9 ("Certain Information Concerning the Purchaser"),
Section 11 ("Background of the Offer") and Section 12 ("Purpose
of the Offer; Plans following the Offer") of the Offer to
Purchase is incorporated herein by reference.
Item 4. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
(a) The information set forth in Section 10 ("Source and
Amount of Funds") of the Offer to Purchase is incorporated herein
by reference.
<PAGE>
(b) - (c) Mr. Reynolds may utilize sums available to him
under a $5,000,000 line- of-credit (of which approximately
$3,000,000 is outstanding and $2,000,000 is available as of the
date hereof) at United National Bank, Parkersburg, West Virginia
for the purchase of the Shares pursuant to this Offer. This line
of credit bears floating interest at Chase Manhatten Bank Prime
Rate adjusted quarterly, and expires March 31, 1996, subject to
renewals. The line of credit is collateralized by shares of
Champion Industries, Inc. No plans or arrangement have yet been
made to repay this line of credit.
Item 5. PURPOSE OF THE TENDER OFFER AND
PLANS OR PROPOSALS OF THE BIDDER.
(a) - (e) The information set forth in the Introduction and
Section 12 ("Purpose of the Offer; Plans following the Offer") of
the Offer to Purchase is incorporated herein by reference.
(f) - (g) The information set forth in Section 7 ("Effect of
the Offer on the Market for Shares; Exchange Act Registration")
and Section 12 ("Purpose of the Offer; Plans following the
Offer") of the Offer to Purchase is incorporated herein by
reference.
Item 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) - (b) The information set forth in the Introduction and
Section 9 ("Certain Information Concerning the Purchaser") of the
Offer to Purchase is incorporated herein by reference.
Item 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO THE
SUBJECT COMPANY'S SECURITIES.
The information set forth in the Introduction, Section 9
("Certain Information Concerning the Purchaser"), Section 11
("Background of the Offer"), Section 12 ("Purpose of the Offer;
<PAGE>
Plans following the Offer") and Section 14 ("Fees and Expenses")
of the Offer to Purchase is incorporated herein by reference.
Item 8. PERSONS RETAINED, EMPLOYED
OR TO BE COMPENSATED.
The information set forth in the Introduction and Section 14
("Fees and Expenses") of the Offer to Purchase is incorporated
herein by reference.
Item 9. FINANCIAL STATEMENTS OF CERTAIN BIDDERS.
The Purchaser is a natural person.
Item 10. ADDITIONAL INFORMATION.
(a) The information set forth in Introduction and Section
12 ("Purpose of the Offer; Plans following the Offer") of the
Offer to Purchase is incorporated herein by reference.
(b) - (c) The information set forth in Section 13 ("Certain
Legal Matters") of the Offer to Purchase is incorporated herein
by reference.
(d) The information set forth in Section 7 ("Effect of the
Offer on the Market for the Shares; Exchange Act Registration")
of the Offer to Purchase is incorporated herein by reference.
(e) None.
(f) Reference is hereby made to the Offer to Purchase and
the related Letter of Transmittal, copies of which are attached
hereto as Exhibits (a)(1) and (a)(2), respectively, and
incorporated herein by reference in their entirety.
Item 11. MATERIAL TO BE FILED AS EXHIBITS.
(a) (1) Offer to Purchase, dated August 16,
1995
(2) Form of Letter of Transmittal
(3) Form of Notice of Guaranteed Delivery
<PAGE>
(4) Form of Letter to Brokers, Dealers,
Commercial Banks, Trust Companies
and other Nominees
(5) Form of Letter to Clients from
Brokers, Dealers, Commercial Banks,
Trust Companies and other Nominees
(6) Guidelines for Certification of
Taxpayer Identification Number on
Substitute Form W-9
(7) Form of Summary Newspaper
Advertisement
(8) Form of Press Release issued by
Marshall T. Reynolds on August 16,
1995
(9) Commitment Letter to Marshall T.
Reynolds from United National Bank
dated January 10, 1995
(b) - (f) Not Applicable
<PAGE>
SIGNATURES
After due 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.
Dated: August 16, 1995
/s/ Marshall T. Reynolds
------------------------------------
Marshall T. Reynolds
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Page
No. Description No.
-------- ----------- -----
<S> <C> <C>
(a) (1) Offer to Purchase dated August 16,1995. 11
(a) (2) Form of Letter of Transmittal. 37
(a) (3) Form of Notice of Guaranteed Delivery. 46
(a) (4) Form of Letter to Brokers, Dealers, 49
Commercial Banks, Trust Companies and Other
Nominees.
(a) (5) Form of Letter to Clients from Brokers, 52
Dealers, Commercial Banks, Trust Companies
and Other Nominees.
(a) (6) Guidelines for Certification of Taxpayer 55
Identification Number on Substitute Form W-9.
(a) (7) Form of Summary Newspaper Advertisement 58
(a) (8) Form of press release issued by Marshall T. 62
Reynolds on August 16, 1995.
</TABLE>
<PAGE>
EXHIBIT (a) (1)
<PAGE>
Offer to Purchase for Cash
Any and All Outstanding Shares of Common Stock
(Including the Associated Common Share Purchase Rights)
of
ABIGAIL ADAMS NATIONAL BANCORP, INC.
AT
$21 NET PER SHARE
BY
MARSHALL T. REYNOLDS
THE OFFER IS NOT CONDITIONED UPON (i) ANY
MINIMUM NUMBER OF SHARES BEING TENDERED, (ii)
THE PURCHASER OBTAINING ANY FINANCING, or
(iii) THE OBTAINING OF ANY REGULATORY
APPROVAL
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 NOON, WASHINGTON, D.C. TIME, ON FRIDAY,
SEPTEMBER 15, 1995, UNLESS THE OFFER IS EXTENDED
----------------------------
Any stockholder desiring to accept the Offer should either
(i) complete and sign the Letter of Transmittal or a facsimile
thereof in accordance with the instructions in the Letter of
Transmittal and mail or deliver it and any other required
documents to the Depositary and either deliver the certificates
for such Shares and the associated Rights (as defined herein) to
the Depositary along with the Letter of Transmittal or tender
such Shares pursuant to the procedure for book-entry transfer set
forth in Section 3 or (ii) request his broker, dealer, commercial
bank, trust company or other nominee to effect the transaction
for him. A stockholder who has Shares registered in the name of
a broker, dealer, commercial bank, trust company or other nominee
must contact such broker, dealer, commercial bank, trust company
or other nominee if such stockholder desires to tender such
Shares and Rights. See Section 3.
Any stockholder desiring to accept the Offer whose
certificates for Shares are not immediately available should
tender such Shares by following the procedures for guaranteed
delivery set forth in Section 3.
Questions and requests for assistance may be directed to The
First National Bank of Maryland, the Information Agent, at one of
its addresses and telephone numbers set forth on the back cover
of this Offer to Purchase. Requests for additional copies of
this Offer to Purchase and the Letter of Transmittal may be
directed to the Information Agent.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . 1
1. Terms of Offer . . . . . . . . . . . . . . . . . . . 2
2. Acceptance for Payment and Payment for Shares. . . . 4
3. Procedure for Tendering Shares . . . . . . . . . . . 5
4. Withdrawal Rights. . . . . . . . . . . . . . . . . . 8
5. Certain Federal Income Tax Consequences. . . . . . . 9
6. Price Range of Shares; Dividends . . . . . . . . . . 10
7. Effect of the Offer on the Market for Shares;
Exchange Act Registration. . . . . . . . . . . . . . 10
8. Certain Information Concerning the Company . . . . . 11
9. Certain Information Concerning the Purchaser . . . . 14
10. Source and Amount of Funds . . . . . . . . . . . . . 16
11. Background of the Offer. . . . . . . . . . . . . . . 16
12. Purpose of the Offer; Plans Following the Offer. . . 20
13. Certain Legal Matters. . . . . . . . . . . . . . . . 21
14. Fees and Expenses. . . . . . . . . . . . . . . . . . 21
15. Miscellaneous. . . . . . . . . . . . . . . . . . . . 22
</TABLE>
<PAGE>
To the Holders of Shares of
Common Stock of ABIGAIL ADAMS NATIONAL BANCORP, INC.
INTRODUCTION
Marshall T. Reynolds, a West Virginia resident (the
"Purchaser"), hereby offers to purchase any and all outstanding
shares of common stock, par value $10.00 per share (the
"Shares"), of Abigail Adams National Bancorp., Inc., a Delaware
corporation (the "Company"), including the associated common
share purchase rights (the "Rights") issued pursuant to the
Rights Agreement dated as of April 12, 1994, as amended by First
Amendment to Rights Agreement dated as of April 20, 1995 (as
amended, the "Rights Agreement") between the Company and The
First National Bank of Maryland as Rights Agent, at a purchase
price of $21 per Share, net to the seller in cash, upon the terms
and subject to the conditions set forth in this Offer to Purchase
and in the related Letter of Transmittal (which together
constitute the "Offer"). Until a Distribution Date occurs under
the Rights Agreement, the Rights are evidenced by certificates
for Shares, will be transferred with and only with the Shares,
and the surrender for transfer of any certificates for Shares,
even without notation of the Rights Agreement or other
information regarding the Rights, will also constitute the
transfer of Rights associated with the Shares represented by such
certificate. Accordingly, all references herein to the Rights
shall include all benefits which may inure to stockholders of the
Company or any other person pursuant to the Rights Agreement and,
unless the context requires otherwise, all references to Shares
shall include the associated Rights. Tendering stockholders will
not be obligated to pay brokerage fees or commissions on the
purchase of Shares by the Purchaser pursuant to the Offer. The
Purchaser will pay all charges and expenses of The First National
Bank of Maryland, which is acting as the Depositary (the
"Depositary"), and the Information Agent (the "Information
Agent"), in connection with the Offer.
The Offer is not conditioned upon (i) any minimum number of
Shares being tendered, (ii) the Purchaser obtaining any financing
or (iii) the obtaining of any regulatory approvals, all of which
have previously been obtained.
As of the date hereof, the Purchaser beneficially owns
120,538 Shares, representing approximately 42.3% of the 284,844
outstanding Shares. (All references in this Offer to Purchase to
percentages of the Shares outstanding are based on information
made publicly available by the Company. See Section 8).
Pursuant to a stock purchase agreement dated April 21, 1995
between Purchaser and Citibank, N.A., Purchaser agreed to acquire
a minimum of 191,931 and a maximum of 203,038 Shares of Company
held by Citibank, N.A. at $17.00 per share. By Assignment dated
April 28, 1995, Purchaser assigned to Shirley A. Reynolds, Robert
L. Shell, Jr., Robert H. Beymer, Barbara W. Beymer, Thomas W.
Wright, Deborah P. Wright and Jeanne D. Hubbard (the "Permitted
Assignees") the right to purchase certain of these shares. On
July 21, 1995, Purchaser and the Permitted Assignees purchased
203,038 Shares of Company from Citibank, N.A. pursuant to such
agreement. Such 203,038 Shares constitute approximately 71.3% of
the
1
<PAGE>
outstanding Shares of Company. As of the date of this Offer
ownership of the above individuals is as follows:
<TABLE>
<CAPTION>
Sole Voting/ Shared Voting/
Dispositive Power Dispositive Power
----------------- ------------------
<S> <C> <C>
Marshall T. Reynolds -0- (1) 80,538 (2)
Shirley A. Reynolds 40,000 80,538 (2)
Robert L. Shell, Jr. 27,000 (1) -0-
Robert H. Beymer -0- 7,000 (2)
Barbara W. Beymer 20,000 7,000 (2)
Thomas W. Wright -0- 7,000 (2)
Deborah P. Wright 20,000 7,000 (2)
Jeanne D. Hubbard 1,500 -0-
<FN>
(1) Upon any default under Robert L. Shell, Jr.'s loan
agreement (proceeds of which were used to purchase his
Shares), Marshall T. Reynolds would be required to
purchase the Shares of Company common stock attributed
to Mr. Shell, increasing the number of Shares held with
sole voting and dispositive power by Mr. Reynolds to
27,000 and reducing Mr. Shell's beneficial ownership to
-0-.
(2) Shares held jointly between spouses.
</TABLE>
Purchaser, however, is the only individual undertaking this
Offer. All Shares purchased pursuant to this Offer will be held
jointly by Purchaser and his wife, Shirley A. Reynolds. The
Permitted Assignees have advised Purchaser that they have no
intention of tendering any Shares pursuant to the Offer.
Pursuant to a separate agreement dated April 20, 1995
entered into by Purchaser and Company, Purchaser agreed that
within twenty (20) business days following the closing of the
Citibank purchase, Purchaser would commence a cash tender offer
directed to all stockholders of Company (other than Purchaser),
whereby Purchaser would offer to purchase all outstanding Shares
of Company owned by such stockholders for a cash price of $21.00
per share. This Offer to Purchase is being made pursuant to and
as required by such agreement.
THIS OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.
A. TERMS OF OFFER. Upon the terms and subject to the conditions of the
Offer (including, if the Offer is extended or amended, the terms and
conditions of any extension or amendment), the Purchaser will accept for
payment and pay for all Shares validly tendered on
2
<PAGE>
or prior to the Expiration Date (as hereinafter defined) and not withdrawn in
accordance with Section 4. The term "Expiration Date" shall mean 12:00 Noon,
Washington, D.C. time, on Friday, September 15, 1995, unless and until the
Purchaser in his sole discretion, shall have extended the period of time
during which the Offer is open, in which event the term "Expiration Date"
shall mean the latest time and date at which the Offer, as so extended by the
Purchaser, shall expire. It is not anticipated that the Purchaser will
extend the Offer.
The Purchaser, however, expressly reserves the right, at any time and
from time to time in his sole discretion, by giving oral or written notice
thereof to the Depositary, and subject to complying with applicable rules and
regulations of the Securities and Exchange Commission (the "Commission"),
including Rule 14e-1(c) under the Securities Exchange Act of 1934 (the
"Exchange Act"), to (i) extend the period of time during which the Offer is
open and, subject to withdrawal rights, retain all tendered Shares until the
expiration of the Offer, as extended, subject to the terms of the Offer; (ii)
waive any unsatisfied condition or conditions and subject to any required
extension, accept for payment all tendered shares and not extend the Offer;
(iii) delay purchase of or payment for Shares until the satisfaction or
waiver of the conditions of the Offer even though the Offer has expired; or
(iv) amend the Offer in any respect which the Purchaser determines in his
sole discretion is not materially adverse to tendering stockholders. The
Purchaser understands that it is the position of the staff of the Commission
that the Exchange Act and the rules and regulations promulgated thereunder
require that all conditions of an offer, other than the receipt of
governmental approvals, must be satisfied or waived prior to the expiration
of such offer.
Any extension, waiver, delay or amendment will be followed as promptly
as practicable, to the extent required by applicable law, by public
announcement thereof, such announcement in the case of an extension to be
issued no later than 9:00 a.m., Washington, D.C. time, on the next business
day after the previously scheduled Expiration Date in accordance with the
public announcement requirements of Rules 14d-4(c) and 14e-1(d) under the
Exchange Act. Without limiting the obligations of the Purchaser under such
Rules of the manner in which the Purchaser may choose to make any public
announcement, the Purchaser currently intends to make any public announcement
by issuing a release to the Dow Jones News Service.
If the Purchaser makes a material change in the terms of the Offer or
the information concerning the Offer, or if he waives a material condition of
the Offer, the Purchaser will disseminate additional tender offer materials
and extend the Offer to the extent and in the manner required by Rules
14d-4(c), 14d-6(d), 14e-1(b) and 14e-1(d) promulgated under the Exchange Act.
The Commission has taken the position that the minimum period during which
an offer must remain open following a material change in the terms of the
offer or information concerning the offer (other than a change in price or a
change in percentage of securities sought) will depend upon the facts and
circumstances, including the relative materiality of the terms or
information. Furthermore, pursuant to Rule 14e-1(b) promulgated under the
Exchange Act, with respect to a change in price or a change in percentage of
securities sought, a minimum 10-business-day period will, except in limited
circumstances, be required to allow for adequate dissemination of information
to stockholders and investor response. For the purposes of the
3
<PAGE>
Offer, a "business day" means any day other than a Saturday, Sunday or
federal holiday, and consists of the time period from 12:01 a.m. through
12:00 midnight, Washington, D.C. time.
The Purchaser has been provided by the Company with a list of the
Company's stockholders. This Offer to Purchase and the Letter of Transmittal
will be mailed to record holders of Shares and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names or
the names of whose nominees appear on the Company's stockholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.
II. ACCEPTANCE FOR PAYMENT AND PAYMENT FOR SHARES. Upon the terms and
subject to the conditions of the Offer (including, if the Offer is extended
or amended, the terms and conditions of any such extension or amendment), the
Purchaser will purchase, by accepting for payment, and will pay for, all
Shares under the terms of the Offer which are validly tendered prior to the
Expiration Date (and not properly withdrawn in accordance with Section 4) as
promptly as practicable after the Expiration Date. Payment for Shares
purchased pursuant to the Offer will be made only after timely receipt by the
Depositary of (i) certificates representing such Shares or a timely
confirmation of a book-entry transfer (a "Book-Entry Confirmation") of such
Shares into the Depositary's account at The Depository Trust Company, the
Midwest Securities Trust Company or the Philadelphia Depository Trust Company
(each, a "Book-Entry Transfer Facility" and collectively, the "Book-Entry
Transfer Facilities") pursuant to the procedures set forth in Section 3; (ii)
a properly completed and duly executed Letter of Transmittal (or a facsimile
thereof) with any required signature guarantees; and (iii) any other
documents required by the Letter of Transmittal.
Payment for Shares purchased pursuant to the Offer will be made by
deposit of the purchase price therefor with the Depositary, which will act as
agent for tendering stockholders for the purpose of receiving payment from
the Purchaser and transmitting payment to tendering stockholders whose Shares
have been accepted for payment. UNDER NO CIRCUMSTANCES WILL INTEREST BE PAID
BY THE PURCHASER BY REASON OF ANY DELAY IN MAKING SUCH PAYMENT.
If any tendered Shares are not purchased for any reason, or if
certificates are submitted for more Shares then are tendered, certificates
for such Shares not purchased or tendered will be returned, without expense,
to the tendering stockholder (or, in the case of Shares delivered by
book-entry transfer into the Depositary's account at a Book-Entry Transfer
Facility pursuant to the procedures set forth in Section 3, such Shares will
be credited to an account maintained at such Book-Entry Transfer Facility),
as promptly as practical following the expiration of the Offer.
If, prior to the Expiration Date, the Purchaser shall increase the
consideration offered to stockholders pursuant to the Offer, such increased
consideration shall be paid to all holders whose Shares are purchased
pursuant to the Offer. The Purchaser has indicated that he has no plans on
increasing the consideration to be paid for the Shares.
4
<PAGE>
The Purchaser reserves the right to transfer or assign, in
whole or, from time to time, in part, to one or more entities
controlled by or persons related to him, the right to purchase
Shares tendered pursuant to the Offer, but any such transfer or
assignment will not relieve the Purchaser of his obligations
under the Offer or prejudice the rights of tendering stockholders
to receive payment for Shares validly tendered and accepted for
payment pursuant to the Offer.
Except as set forth in Instruction 6 to the Letter of
Transmittal, the Purchaser will pay any stock transfer taxes with
respect to the transfer and sale of purchased Shares to him or to
his order pursuant to the Offer. If, however, payment of the
purchase price is to be made to, or if certificates for
unpurchased Shares are to be registered in the name of, any
person other than the registered holder, or if tendered
certificates are registered in the name of any person other than
the person(s) signing the Letter of Transmittal, the amount of
stock transfer taxes (whether imposed on the registered holder or
such person) payable on account of the transfer to such person
will be deducted from the purchase price unless satisfactory
evidence of the payment of such taxes or exemption therefrom is
submitted.
III. PROCEDURE FOR TENDERING SHARES.
VALID TENDER. For Shares to be validly tendered pursuant to
the Offer, the Letter of Transmittal (or a facsimile thereof),
properly completed and duly executed, with any required signature
guarantees and any other required documents must be received by
the Depositary at one of its addresses set forth on the back
cover of this Offer to Purchase on or prior to the Expiration
Date. In addition, either (i) certificates representing such
Shares must be received by the Depositary or such Shares must be
tendered pursuant to the procedure for book-entry transfer set
forth below, and a Book-Entry Confirmation must be received by
the Depositary, in each case prior to the Expiration Date, or
(ii) the guaranteed delivery procedures set forth below must be
complied with. No alternative, conditional or contingent tenders
will be accepted and no fractional Shares will be purchased.
BOOK-ENTRY TRANSFERS. The Depositary will establish
accounts with respect to the Shares at each Book-Entry Transfer
Facility for purposes of the Offer within two business days after
the date of this Offer to Purchase. Any financial institution
that is a participant in a Book-Entry Transfer Facility at which
such accounts are established may make book-entry delivery of
Shares by causing such Book-Entry Transfer Facility to transfer
such Shares into the Depositary's account in accordance with such
Book-Entry Transfer Facility's procedures. However, although
delivery of Shares may be effected through book-entry transfer at
the Book-Entry Transfer Facility, the Letter of Transmittal (or
facsimile thereof), properly completed and duly executed, with
any required signature guarantees and any other required
documents must, in any case, be transmitted to and received by
the Depositary at its address set forth on the back cover page of
this Offer to Purchase prior to the Expiration Date, or the
guaranteed delivery procedures described below must be complied
with. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY TRANSFER FACILITY IN
ACCORDANCE WITH THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES
DOES NOT CONSTITUTE DELIVERY TO THE DEPOSITARY.
5
<PAGE>
SIGNATURE GUARANTEES. Signatures on all Letters of
Transmittal must be guaranteed by a member firm of a registered
national securities exchange, a member of the National
Association of Securities Dealers, Inc., or a commercial bank or
trust company having an office or correspondent in the United
States (each of the foregoing being referred to as an "Eligible
Institution") unless the Shares tendered thereby are tendered (i)
by a registered holder of Shares who has not completed either the
box entitled "Special Delivery Instructions" or the box entitled
"Special Payment Instructions" on the Letter of Transmittal or
(ii) for the account of an Eligible Institution. See Instruction
1 of the Letter of Transmittal. If the tendered certificates are
registered in the name of a person other than the signer of the
Letter of Transmittal, or if payment is to be made or unpurchased
Shares are to be returned to a person other than the registered
holder, then the tendered certificates must be endorsed or
accompanied by appropriate stock powers in either case signed
exactly as the name or names of the registered holder or holders
appear on the certificates with the signatures on the
certificates or stock powers guaranteed as described above and as
provided in the Letter of Transmittal. [See Instructions 1 and 5
of the Letter of Transmittal.]
GUARANTEED DELIVERY. If a stockholder desires to tender
Shares pursuant to this Offer and such stockholder's certificates
for Shares are not immediately available or time will not permit
all required documents to reach the Depositary on or prior to the
desired date of tender and prior to the Expiration Date, or the
procedure for book-entry transfer cannot be completed on a timely
basis, such Shares may nevertheless be tendered if all of the
following guaranteed delivery procedures are complied with:
(i) such tender is made by or through an Eligible
Institution;
(ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form provided by the
Purchaser herewith (together with any required signature and
guarantees), is received by the Depositary as provided below on
or prior to the Expiration Date; and
(iii) the certificates for all tendered Shares in proper
form for transfer by delivery, or a Book-Entry Confirmation, in
each case together with a properly completed and duly executed
Letter of Transmittal (or a facsimile thereof), with any required
signature guarantees and any other documents required by the
Letter of Transmittal, are received by the Depositary within
three NASDAQ trading days after the date of execution of the
Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand
or transmitted by telegram, telex, facsimile transmission or mail
to the Depositary and must include a signature guarantee by an
Eligible Institution in the form set forth in such Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES, THE LETTER OF TRANSMITTAL AND ANY
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING
STOCKHOLDER AND, EXCEPT AS OTHERWISE PROVIDED IN THE LETTER OF TRANSMITTAL,
THE DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
6
<PAGE>
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME
SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY.
Notwithstanding any other provision hereof, in all cases
payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of
certificates for such Shares, or a Book-Entry Confirmation of the
delivery of such Shares, the Letter of Transmittal or a facsimile
thereof, properly completed and duly executed, and any other
required documents. Accordingly, payment may be made to
tendering stockholders at different times if certificates for
Shares and other required documents are delivered at different
times.
OTHER REQUIREMENTS. By executing and delivering a Letter of
Transmittal, a tendering stockholder irrevocably appoints the
Purchaser and designees of the Purchaser as such stockholder's
attorneys-in-fact and proxies, with full power of substitution in
the manner set forth in the Letter of Transmittal to the full
extent of such stockholder's rights with respect to any and all
other Shares or other shares or securities or rights issued or
issuable in respect of such Shares on or after August 16, 1995.
All such proxies shall be irrevocable and coupled with an
interest in the tendered Shares and such other shares or
securities or rights. Such appointment will be effective when,
and only to the extent that the Purchaser accepts such Shares for
payment. Upon such acceptance for payment, all prior proxies
given by such stockholder with respect to such Shares (and any
such other shares or other securities or rights) will be revoked
without further action and no subsequent proxies may be given by
such stockholder (and, if given, will not be deemed effective).
The Purchaser and designees of the Purchaser will be empowered to
exercise all voting and other rights of such stockholder with
respect to such Shares (and any such other shares or securities
or rights) as they in their sole discretion may deem proper at
any annual or special meeting of the Company's stockholders (or
any meeting of holders of any such other shares or securities or
rights), or any adjournment or postponement thereof or in
connection with any action by written consent in lieu of any such
meeting or otherwise. The Purchaser reserves the absolute right
to require that for Shares to be validly tendered, immediately
upon the acceptance for payment of such Shares, the Purchaser is
able to exercise full voting rights with respect to such Shares,
including, but not limited to, the right to vote the Shares
purchased by him on an equal basis with all other Shares on all
matters properly presented to the stockholders of the Company.
TO PREVENT BACK-UP FEDERAL INCOME TAX WITHHOLDING ON
PAYMENTS MADE TO CERTAIN STOCKHOLDERS WITH RESPECT TO THE
PURCHASE PRICE OF SHARES PURCHASED PURSUANT TO THE OFFER, EACH
SUCH STOCKHOLDER MUST PROVIDE THE DEPOSITARY WITH HIS CORRECT
TAXPAYER IDENTIFICATION NUMBER AND CERTIFY THAT HE IS NOT SUBJECT
TO BACKUP FEDERAL INCOME TAX WITHHOLDING BY COMPLETING THE
SUBSTITUTE FORM W-9 INCLUDED IN THE LETTER OF TRANSMITTAL. SEE
INSTRUCTION 10 OF THE LETTER OF TRANSMITTAL.
All questions as to the form of documents and the validity,
eligibility (including time of receipt) and acceptance for
payment of any tender of Shares will be determined by the
Purchaser, in his sole discretion, whose determination shall be
final and binding on all parties.
7
<PAGE>
The Purchaser reserves the absolute right to reject any or all tenders of
Shares determined by him not to be in proper form or if the acceptance of or
payment for such Shares may, in the opinion of the Purchaser, be unlawful.
The Purchaser also reserves the absolute right to waive any defect or
irregularity in any tender of Shares. The Purchaser's interpretation of the
terms and conditions of the Offer (including the Letter of Transmittal and
the instructions thereto) will be final and binding on all parties. No
tender of Shares will be deemed to have been validly made until all defects
and irregularities have been cured or waived. None of the Purchaser, the
Depositary, the Information Agent or any other person will be under any duty
to give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification.
The valid tender of Shares pursuant to one of the procedures described
above will constitute a binding agreement between the tendering stockholder
and the Purchaser upon the terms and subject to the conditions of the Offer.
By executing and delivering the Letter of Transmittal, the tendering
stockholder represents and warrants that (i) such stockholder owns the Shares
being tendered within the meaning of Rule 14e-4 under the Exchange Act and
the tender of such Shares complies with Rule 14e-4, (ii) such stockholder has
full power and authority to tender, sell, assign and transfer such Shares and
(iii) when the same are accepted for payment by the Purchaser, the Purchaser
will acquire good, marketable and unencumbered title thereto free and clear
of all liens, restrictions, charges or other encumbrances and not subject to
any adverse claim.
The Purchaser's acceptance for payment of Shares tendered pursuant to
the Offer will constitute a binding agreement between the tendering
stockholder and the Purchaser upon the terms and subject to the conditions of
the Offer.
IV. WITHDRAWAL RIGHTS. Shares tendered pursuant to the Offer may be
withdrawn at any time prior to the Expiration Date, and, unless theretofore
accepted for payment by Purchaser as provided herein, may also be withdrawn
at any time after October 16, 1995.
For a withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely received by the
Depositary at one of its addresses set forth on the back cover of this Offer
to Purchase. Any such notice of withdrawal must specify the name of the
person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn and the name of the registered holder, if different from that of
the person who tendered such Shares. If certificates evidencing Shares have
been delivered or otherwise identified to the Depositary, then prior to the
release of such certificates, the tendering stockholder must also submit the
serial numbers shown on the particular certificates evidencing the Shares to
be withdrawn and the signature on the notice of withdrawal must be guaranteed
by an Eligible Institution (except in the case of Shares tendered for the
account of an Eligible Institution). If Shares have been tendered pursuant
to the procedure for book-entry transfer set forth in Section 3, the notice
of withdrawal must also specify the name and number of the account at the
applicable Book-Entry Transfer Facility to be credited with the withdrawn
Shares.
8
<PAGE>
All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the
Purchaser, in his sole discretion whose determination shall be
final and binding on all parties.
None of the Purchaser, the Depositary, the Information Agent
or any other person will be under any duty to give notification
of any defects or irregularities in any notice of withdrawal or
incur any liability for failing to give such notification.
A withdrawal of Shares shall also constitute a withdrawal of
the associated Rights. Rights may not be withdrawn unless the
associated Shares are also withdrawn.
V. CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The following is a
summary of certain United States Federal income tax consequences of the
receipt of cash for Shares pursuant to the Offer. This discussion is based
on the Internal Revenue Code of 1986, as amended (the Code), judicial and
administrative decisions thereunder, existing temporary and proposed
regulations and Internal Revenue Service rulings and other pronouncements.
THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND DOES NOT
ADDRESS ALL ASPECTS OF INCOME TAXATION THAT MAY BE RELEVANT TO
STOCKHOLDERS. FOR EXAMPLE, THIS DISCUSSION DOES NOT ADDRESS TAX
CONSEQUENCES UNDER ANY APPLICABLE FOREIGN, STATE, LOCAL OR OTHER
TAX LAWS. IN ADDITION, THIS DISCUSSION DOES NOT ADDRESS THE
FEDERAL INCOME TAX CONSEQUENCES OF THE RECEIPT OF CASH FOR SHARES
PURSUANT TO THE OFFER TO PARTICULAR CATEGORIES OF TAXPAYERS
SUBJECT TO SPECIAL TREATMENT UNDER UNITED STATES FEDERAL INCOME
TAX LAWS, SUCH AS TRUSTS, FINANCIAL INSTITUTIONS, BROKER-DEALERS,
PERSONS WHO ARE NOT CITIZENS OR RESIDENTS OF THE UNITED STATES,
TAX-EXEMPT ORGANIZATIONS, LIFE INSURANCE COMPANIES, EMPLOYEES WHO
ACQUIRED THEIR SHARES THROUGH THE EXERCISE OF AN EMPLOYEE STOCK
OPTION OR OTHERWISE AS COMPENSATION AND PERSONS WHO RECEIVED
PAYMENTS IN RESPECT OF OPTIONS TO ACQUIRE SHARES. EACH
STOCKHOLDER SHOULD CONSULT WITH HIS OWN TAX ADVISOR AS TO THE
PARTICULAR TAX CONSEQUENCES TO SUCH STOCKHOLDER OF THE RECEIPT OF
CASH FOR SHARES PURSUANT TO THE OFFER, INCLUDING THE CONSEQUENCES
UNDER FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX LAWS.
The receipt of cash for Shares pursuant to the Offer will be
a taxable transaction for Federal income tax purposes and may
also be a taxable transaction under applicable state, local,
foreign or other tax laws. Generally, a stockholder will
recognize gain or loss in an amount equal to the difference
between the cash received and the stockholder's adjusted tax
basis in the Shares. For Federal income tax purposes, such gain
or loss will be capital gain or loss if the Shares are held as a
capital asset by the stockholder, and long-term capital gain or
loss if the stockholder has held such Shares for more than one
year, measured as of the date the Purchaser accepts such Shares
for payment pursuant to the Offer.
Under current law, capital gains realized by individuals on
capital assets held for more than one year (long-term capital
gains) will be taxable at a maximum rate of 28%. Therefore,
9
<PAGE>
any long term capital gains recognized by a tendering individual stockholder
upon the receipt of cash for Shares pursuant to the Offer will be taxed at a
maximum rate of 28%.
Capital losses are generally deductible only to the extent of capital
gains plus, in the case of noncorporate taxpayers, up to $3,000 of ordinary
income. Capital losses that do not offset capital gains or ordinary income
as described above may be carried forward to offset capital gains or a
portion of ordinary income per year in future years.
THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR
GENERAL INFORMATION ONLY. STOCKHOLDERS ARE URGED TO CONSULT WITH THEIR TAX
ADVISORS TO DETERMINE THE PARTICULAR TAX CONSEQUENCES TO THEM (INCLUDING THE
APPLICATION AND EFFECT OF STATE, LOCAL OR FOREIGN INCOME AND OTHER TAX LAWS)
OF THE OFFER.
VI. PRICE RANGE OF SHARES; DIVIDENDS. The Company's Shares have been
traded in the over-the-counter market and reported in the "pink sheets."
Trading in the Company's Shares has been limited and sporadic.
The following table sets forth the range of the high and low bid prices
of the Company's Shares for each fiscal quarter indicated and is based upon
information provided by the National Quotation Bureau. These prices reflect
inter-dealer prices and do not include retail mark-ups, mark-downs or
commissions and may not have represented actual transactions.
<TABLE>
<CAPTION>
BID PRICES OF SHARES
CALENDAR QUARTER ENDED HIGH LOW
<S> <C> <C>
March 31, 1993 $ 9.00 $ 6.00
June 30, 1993 9.00 6.00
September 30, 1993 11.50 10.00
December 31, 1993 11.63 11.50
March 31, 1994 $12.50 $11.50
June 30, 1994 15.00 12.00
September 30, 1994 15.00 15.00
December 31, 1994 15.00 15.00
March 31, 1995 15.00 15.00
June 30, 1995 15.00 16.50
</TABLE>
As of July 31, 1995, the Company had 671 stockholders of record.
The Company has never paid a cash dividend on the Shares.
VII. EFFECT OF THE OFFER ON THE MARKET FOR SHARES; EXCHANGE ACT
REGISTRATION. The Purchase of Shares pursuant to the Offer will reduce the
number of Shares that might otherwise
10
<PAGE>
trade publicly and the number of holders of Shares and could adversely affect
the liquidity and market value of the remaining Shares held by the public.
According to a recent stockholders list provided to the
Purchaser by the Company, as of July 31, 1995, there were
approximately 671 holders of record of Shares. Depending upon
the number of Shares purchased pursuant to the Offer, the market
for the Shares could be adversely affected.
The extent of the public market for the Shares and the
availability of quotations, however, would depend upon, among
other things, there being at least 300 holders of such Shares
remaining at such time, the interest in maintaining an active
market in such Shares on the part of two registered market
makers, the continued registration of the Shares under the
Exchange Act, as described below, and other factors.
The Shares currently are registered under the Exchange Act.
Registration of the Shares under the Exchange Act may be
terminated upon application by the Company to the Commission if
there are fewer than 300 record holders of the Shares.
Termination of registration of the Shares under the Exchange Act,
assuming there were no other equity securities of the Company
subject to registration, would substantially reduce the
information required to be furnished by the Company to its
stockholders and to the Commission and would make certain of the
provisions of the Exchange Act, such as the short-swing profit
recovery provisions of Section 16(b), the requirement of
furnishing a proxy statement pursuant to Section 14(a) in
connection with stockholders' meetings and the requirements of
Rule 13e-3 under the Exchange Act with respect to "going private"
transactions, no longer applicable to the Company. Furthermore,
if the Shares were deregistered and if no other securities of the
Company were registered under the Exchange Act or subject to
Section 15(d) of the Exchange Act, the Company would no longer be
required to make periodic filings under the Exchange Act and
"affiliates" of the Company owning securities of the Company and
persons holding "restricted securities" of the Company might be
deprived of the ability to dispose of such securities pursuant to
Rule 144 promulgated under the Securities Act of 1933 as amended
(the "Securities Act").
VIII. CERTAIN INFORMATION CONCERNING THE COMPANY. The Company is
incorporated under the laws of the State of Delaware with its principal
executive offices located at 1627 K Street N.W., Washington, D.C. 20006.
The Company is a bank holding company incorporated in
Delaware on July 22, 1981 and registered under the Bank Holding
Company act of 1956, as amended. The Company conducts operations
through its sole wholly-owned subsidiary, The Adams National Bank
(the "Bank"), a national banking association. The Bank provides
banking and other financial services to individuals, small to
medium-sized businesses and nonprofit and other organizations,
including the acceptance of demand, time and savings deposits and
the making and servicing of secured and unsecured loans.
11
<PAGE>
Set forth below is a summary of consolidated financial
information with respect to the Company taken or derived from the
audited consolidated financial statements contained in the
Company's Form 10-KSB for the fiscal year ended December 31, 1994
and the unaudited consolidated financial statements contained in
the Company's Form 10-Q for the fiscal quarter ended March 31,
1995 filed with the Commission pursuant to the Exchange Act.
More comprehensive financial information is included in such
reports and in other reports and in other reports and documents
filed by the Company with the Commission and the following
summary is qualified in its entirety by reference to such reports
and other documents and the financial information and notes to
financial statements contained therein. Such reports and other
documents may be examined and copies may be obtained from the
offices of the Commission in the manner set forth below.
12
<PAGE>
ABIGAIL ADAMS NATIONAL BANCORP, INC.
Summary of Consolidated Financial Information
(Dollars in thousands, except per share amounts)
<TABLE>
<CAPTION>
YEAR ENDED THREE MONTHS ENDED
DECEMBER 31 MARCH 30
----------------------------------------------------------------------------------
1993 1994 1994 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Total interest income . . . . . . . . . . . . $ 5,513 $ 6,082 $ 1,406 $ 1,670
Total interest expense . . . . . . . . . . . 1,508 1,934 409 657
-------- --------- ------- --------
Net interest income . . . . . . . . . . . . . 4,005 4,148 997 1,013
Provision for loan losses . . . . . . . . . . 175 221 75 -0-
-------- --------- ------- --------
Net interest income after
provision for loan losses . . . . . . . . . 3,830 3,927 922 1,013
Total other income . . . . . . . . . . . . . 885 790 201 192
Total other expense . . . . . . . . . . . . . 4,104 4,901 1,001 951
-------- --------- ------- --------
Income (loss) before taxes . . . . . . . . . 611 (184) 122 254
Income tax expense . . . . . . . . . . . . . -- -- 12 70
-------- --------- ------- --------
Net income (loss) . . . . . . . . . . . . . . $ 611 $ (184) $ 110 $ 184
-------- --------- ------- --------
-------- --------- ------- --------
PER SHARE DATA:
Net income (loss) . . . . . . . . . . . . . . $ 2.15 $ (0.65) $ 39 $ .65
Shareholders Equity . . . . . . . . . . . . . $ 21.04 $ 20.22 $ 21.53 $ 20.93
-------- --------- ------- --------
-------- --------- ------- --------
BALANCE SHEET DATA:
Cash and due from banks . . . . . . . . . . . $ 3,718 $ 4,349 $ 5,247 $ 4,073
Short-term investments . . . . . . . . . . . 4,791 1,791 5,516 4,466
Securities available for sale . . . . . . . . 11,005 6,009 10,995 5,521
Investment securities . . . . . . . . . . . . 5,006 9,081 5,745 8,911
Loans held for sale . . . . . . . . . . . . . 128 -- 111 --
Loans, net . . . . . . . . . . . . . . . . . 53,364 59,440 55,076 57,630
Bank premises and equipment . . . . . . . . . 339 369 345 343
Other real estate . . . . . . . . . . . . . . 728 -- -- --
Other assets . . . . . . . . . . . . . . . . 1,031 1,221 1,409 1,286
-------- --------- ------- --------
Total assets . . . . . . . . . . . . . . . . $ 80,110 $ 82,260 $84,444 $82,230
-------- --------- ------- --------
-------- --------- ------- --------
</TABLE>
13
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Deposits:
Noninterest-bearing . . . . . . . . . . . . $ 17,193 $ 19,677 $17,687 $16,798
Interest-bearing . . . . . . . . . . . . . 55,263 55,616 57,963 58,117
-------- --------- ------- --------
Total deposits . . . . . . . . . . . . . . 72,456 75,293 75,650 74,915
Short-term borrowings . . . . . . . . . . . . 195 361 1,458 548
Long-term debt - capital note . . . . . . . . 317 261 307 261
Other liabilities . . . . . . . . . . . . . . 1,115 583 895 543
-------- --------- ------- --------
Total liabilities . . . . . . . . . . . . . . 74,083 76,498 78,310 76,267
Stockholders' equity . . . . . . . . . . . . 6,027 5,762 6,134 5,963
-------- --------- ------- --------
$ 80,110 $ 82,260 $84,444 $82,230
-------- --------- ------- --------
-------- --------- ------- --------
</TABLE>
The information concerning the Company contained in this
Offer to Purchase has been taken from or based upon publicly
available documents and records on file with the Commission and
other public sources. The Purchaser assumes no responsibility
for the accuracy or completeness of the information contained in
such documents and records or for any failure by the Company to
disclose events that may have occurred or may affect the
significance or accuracy of any such information but that are not
known to the Purchaser.
The Company is subject to the informational filing
requirements of the Exchange Act and is required to file reports,
proxy statements and other information with the Commission
relating to its business, financial condition and other matters.
The Company is required to disclose in such periodic reports,
proxy statements and other information certain information as of
particular dates concerning the Company's directors and officers,
including their remuneration and stock options granted to them,
the principal holders of the Company's securities and any
material interest of the foregoing persons in transactions with
the Company. Such reports, proxy statements and other
information relating to the Company may be inspected at the
Commission's office at 450 Fifth Street, N.W., Washington, D.C.
20549 and also should be available for inspection and copying at
the regional offices of the Commission located in Room 3190,
Kluezynski Federal Building, 230 South Dearborn Street, Chicago,
Illinois 60604 and 75 Park Place, New York, New York 10007.
Copies may be obtained on payment of the Commission's customary
fees by writing to its principal office at 450 Fifth Street,
N.W., Washington, D.C. 20549.
IX. CERTAIN INFORMATION CONCERNING THE PURCHASER. The present
principal occupation of the Purchaser is President, Chief Executive Officer,
Chairman of the Board of Directors (and over 60% shareholder) of Champion
Industries, Inc., a commercial printer and supplier of office products and
office furniture, headquartered in Huntington, West Virginia, whose principal
business address is P. O. Box 2968, 2450 1st Avenue, Huntington, West
Virginia 25728. This is also Purchaser's principal business address.
Purchaser is a United States citizen. Purchaser's material occupations,
positions, offices or employments during the last five years are as follows:
14
<PAGE>
President, Chief Executive Officer and Chairman of the Board
of Directors of Champion Industries, Inc. from December 1992
to present; President and general manager of The Harrah and
Reynolds Corporation, predecessor of Champion Industries,
Inc. (at same address) from 1964 to 1993; Director and
Chairman of the Board of Directors from 1983 to November
1993 of Banc One West Virginia Corporation (formerly Key
Centurion Bancshares, Inc.), a bank holding company of 1000
Fifth Avenue, Huntington, West Virginia.
Purchaser is the owner of 80,538 shares of Company Common
Stock held jointly with his spouse, Shirley A. Reynolds. As
described in Section 11, "Background of the Offer", these shares
were purchased from Citibank, N.A. on July 21, 1995, at a price
of $17.00 per share, from borrowings and personal funds. As
further described in Section 11, pursuant to a stock purchase
agreement dated April 21, 1995 between Purchaser and Citibank,
N.A., Purchaser agreed to acquire a minimum of 191,931 and a
maximum of 203,038 Shares of Company held by Citibank at $17.00
per share. By Assignment dated April 28, 1995, Purchaser
assigned to Shirley A. Reynolds, Robert L. Shell, Jr., Robert H.
Beymer, Barbara W. Beymer, Thomas W. Wright, Deborah P. Wright
and Jeanne D. Hubbard (the "Permitted Assignees") the right to
purchase certain of these Shares. On July 21, 1995, Purchaser
and the Permitted Assignees purchased 203,038 Shares of Company
from Citibank, N.A. pursuant to such agreement. As of the date
of this Offer, ownership of the above individuals is as follows:
<TABLE>
<CAPTION>
Sole Voting/ Shared Voting/
Dispositive Power Dispositive Power
----------------- -----------------
<S> <C> <C>
Purchaser -0-(1) 80,538(2)
Shirley A. Reynolds 40,000 80,538(2)
Robert L. Shell, Jr. 27,000(1) -0-
Robert H. Beymer -0- 7,000(2)
Barbara W. Beymer 20,000 7,000(2)
Thomas W. Wright -0- 7,000(2)
Deborah P. Wright 20,000 7,000(2)
Jeanne D. Hubbard 1,500 -0-
<FN>
(1) Upon any default under Robert L. Shell, Jr.'s loan commitment
described in Section 3, Purchaser would be required to purchase
the Shares of Company Common Stock attributed to Mr. Shell,
increasing the number of shares held with sole voting and
dispositive power by Purchaser to 27,000 and reducing Mr. Shell's
beneficial ownership to -0-.
15
<PAGE>
(2) Shares held jointly between spouses.
</TABLE>
Except for the Shares owned by the Purchaser and Permitted
Assignees, no affiliate of the Purchaser and, to the best of the
knowledge of the Purchaser, no affiliates of any of the Permitted
Assignees beneficially owns or has any right to acquire any Shares of
the Company, nor has Purchaser or any affiliate of the Purchaser, any
Permitted Assignee or any affiliate of any Permitted Assignee, to the
best knowledge of the Purchaser, effected any transactions in shares
during the past two years except as set forth above.
Except as set forth in this Offer to Purchase, none of the
Purchaser, any Permitted Assignee, or, to the best of the knowledge of
the Purchaser, any affiliate of the Purchaser or Permitted Assignee
has any contract, arrangement, understanding or relationship with
another person with respect to any securities of the Company,
including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or voting of
such securities, joint ventures, loan or option arrangements, puts or
calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies. Except as described in this Offer to
Purchase, none of the Purchaser, any affiliate of the Purchaser, or
any Permitted Assignee or affiliate of Permitted Assignees since
January 1, 1992, has had any transaction with the Company or any of
its executive officers, directors or affiliates that would require
disclosure under the rules of the Commission. Except as set forth in
this Offer to Purchase, there have been no contacts, negotiations or
transactions since January 1, 1992, between the Purchaser, any
Permitted Assignee of the Purchaser or any affiliates thereof,
concerning a merger, consolidation or acquisition, a tender offer or
other acquisition of securities, an election of directors or a sale or
other transfer of a material amount of assets.
X. SOURCE AND AMOUNT OF FUNDS. If all stockholders of Company Shares
(other than Purchaser and Permitted Assignees) tender all outstanding shares
held by them (81,806 Shares) $1,717,926 will be required to purchase same
pursuant to this Offer to Purchase. The Purchaser estimates that the total
amount of funds required to purchase all outstanding Shares pursuant to the
Offer and to pay fees and expenses related to the Offer is approximately
$1,747,926. As set forth in Section 11 of this Offer to Purchase, pursuant
to outstanding line of credit, the Purchaser has the ability to borrow all
necessary sums sufficient to consummate the Offer and to pay the
consideration set forth in the Offer and all fees and expenses related
thereto. The Offer is not conditioned upon Purchaser obtaining any financing.
XI. BACKGROUND OF THE OFFER. The Purchaser commenced negotiations with
Citibank, N.A. to purchase Shares of Company held by Citibank, N.A. in August
of 1994. Pursuant to a stock purchase agreement dated April 21, 1995 between
the Purchaser and Citibank, N.A. (the "Stock Purchase Agreement"), Purchaser
agreed to acquire a minimum of 191,932 (the "Minimum Shares") and a maximum
of 203,038 Shares (the "Maximum Shares") of Company Common Stock held by
Citibank, N.A. (the "Acquisition"). By Assignment dated April 28, 1995,
Purchaser assigned to Shirley A. Reynolds, Robert L. Shell, Jr., Robert H.
Beymer, Barbara W. Beymer, Thomas W. Wright, Deborah P. Wright and Jeanne D.
Hubbard (the "Permitted Assignees") the right to purchase certain of the
shares covered by the Stock Purchase Agreement, and the Permitted Assignees
assumed the obligation to purchase same and adopted all of Purchaser's
representations, warranties, covenants and
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<PAGE>
obligations set forth in the Stock Purchase Agreement. The Shares of Company
Common Stock acquired by the Purchaser and Permitted Assignees from Citibank,
N.A. constituted the collateral securing a loan made by Citibank, N.A. to
Mark G. Griffin, the E.A. Griffin Trust, Barbara D. Blum, Richard W. Naing,
Maria L. Naing and the Wynmark Trust pursuant to a Loan Agreement dated
August 24, 1988 (the "Loan Agreement"). The Purchaser and Permitted
Assignees were advised by Citibank, N.A. that one or more events of default
had occurred and were continuing under the Loan Agreement and that Citibank,
N.A. had the authority, or as of consummation of the Acquisition had the
authority, to sell at least the Minimum Shares to the Reporting Persons
pursuant to Section 9-504 of the New York Uniform Commercial Code.
The purchase price for such shares was $17.00 per share, and the
aggregate amount of funds required to purchase such shares was
$3,451,646 (the Maximum Shares being purchased).
The Purchaser understands that on April 12, 1994, the Board of
Directors of Company declared a dividend of one common share purchase
right (a "Right") for each outstanding share of Company Common Stock
and entered into a rights agreement dated April 12, 1994 with The
First National Bank of Maryland, as rights agent (the "Rights
Agreement"). The terms of the Rights and the Rights Agreement are set
forth in a current report on Form 8-K filed by Company with the
Commission on April 27, 1994. All summaries contained in this Offer
to Purchase of the Rights and the Rights Agreement are qualified in
their entirety by reference to the texts of Company's 8-K, the Rights
Agreement and other documents therein contained.
Until the earliest occur of (a) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or obtained the right to
acquire, beneficial ownership or record ownership of 25% or more of
the outstanding Shares; (b) 10 days following the commencement of, or
announcement of an intention to make, a tender offer or exchange offer
the consummation of which would result in the beneficial ownership or
record ownership by a person or group of 25% or more of such
outstanding Shares; or (c) the date a person or group of affiliated or
associated persons is or becomes the beneficial or record owner of 15%
or more of the outstanding Shares and (i) the actions such person
proposes to take are likely to have a material adverse impact on the
business or prospects of the Company; (ii) such persons intends to
cause the Company to repurchase the Shares owned by such person; (iii)
such person exercises or attempts to exercise a controlling influence
over the Company; or (iv) such person transfers all or a portion of
such Shares in a manner that results in a person owning 9.9% of more
of the Shares (an "Adverse Person") (the earliest of such dates being
called the "Distribution Date"), the Rights will be evidenced, with
respect to any of the Share certificates outstanding as of the Record
Date, by such Share certificate with a copy of the summary of Rights
attached thereto.
The Rights Agreement provides that, until the Distribution Date,
the Rights will be transferred with and only with the Shares. Until
the Distribution Date (or earlier redemption or expiration of the
Rights), new Share certificates issued after the Record Date, upon
transfer or new issuance of Shares will contain a notation
incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
the surrender for transfer of any certificates for Shares, outstanding
as of the Record Date, even without such notation or a copy of the
Summary of
17
<PAGE>
Rights being attached thereto, will also constitute the transfer of the
Rights associated with the Shares represented by such certificate. As soon
as practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders of
record of the Shares as of the close of business on the Distribution Date and
such separate Right Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on December 31, 2003 (the "Final Expiration Date"),
unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed by the Company, in each case, as described below.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated
assets or earning power are sold, each holder of a Right will
thereafter have the right to receive, upon the exercise thereof at the
then current exercise price of the Right, that number of shares of
common stock of the acquiring company which at the time of such
transaction will have a market value of two times the exercise price
of the Right. In the event that any Person becomes an Acquiring
Person or an Adverse Person, each holder of a Right, other than Rights
beneficially owned by the Acquiring Person or Adverse Person (which
will thereafter be void), will thereafter have the right to receive
upon exercise that number of Shares having a market value of two times
the exercise price of the Right, but in no event will the purchase
price per share be less than the par value of the Shares.
At any time prior to the date a Person becomes an Acquiring
Person or an Adverse Person, the Board of Directors of the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). Immediately upon any redemption of
the Rights, the right to exercise the Rights will terminate and the
only right of the holders of Rights will be to receive the Redemption
Price.
The terms of the Rights may be amended by the Board of Directors
of the Company without the consent of the holders of the Rights,
including an amendment to extend the Final Expiration Date and,
provided there is no Acquiring Person or Adverse Person, to extend the
period during which the Rights may be redeemed, except that from and
after such time as any person becomes an Acquiring Person or an
Adverse Person no such amendment may adversely affect the interests of
the holders of the Rights.
Without amendment of the Bancorp Rights Agreement to permit the
Acquisition and the transactions contemplated by the Stock Purchase
Agreement, the Purchaser was unwilling to enter into the Stock
Purchase Agreement.
Accordingly, Purchaser and Company entered into an Agreement
dated April 20, 1995 (the "Bancorp Agreement"), pursuant to which,
among other things, (a) following the Acquisition, Purchaser agreed to
provide an opportunity to the stockholders of Company (other than
Citibank, N.A.) to receive $21.00 per share in cash for the shares of
Company Common Stock held by them (the "Tender Offer") and (b) Company
(i) agreed to take all actions necessary so that the execution,
delivery and performance of the Stock Purchase Agreement and
consummation of the Acquisition and the Tender Offer do not and will
not result in the Purchaser, Permitted Assignees or any of their
"Affiliates" or "Associates"
18
<PAGE>
becoming an "Acquiring Person" or an "Adverse Person" (as such terms are
defined in the Rights Agreement) or enable or require any Rights under the
Rights Agreement to become exercisable, or otherwise cause or give rise to
the occurrence of a "Distribution Date" (as such term is defined in the
Rights Agreement), (ii) agreed not to take any action to oppose or impede
consummation of the Acquisition, and (iii) agreed to take all actions
necessary so that the execution, delivery and performance of the Stock
Purchase Agreement and consummation of the Acquisition and the Tender Offer
do not constitute a "Change in Control" under the terms of any of the
severance agreements referenced in Item 5 of Company's Form 8-K report dated
April 27, 1994 or otherwise cause any of the rights or benefits of the
employees under such severance agreements to become exercisable or triggered.
Pursuant to the Bancorp Agreement, Company and The First National
Bank of Maryland, as rights agent, entered into a First Amendment to
Rights Agreement dated April 20, 1995, amending the Rights Agreement
to permit the execution, delivery and performance of the Stock
Purchase Agreement and the completion of the Tender Offer without
causing the Rights to become exercisable and to permit the
announcement, initiation, conduct and completion of the Tender Offer
without causing the occurrence of a Distribution Date (as defined in
the Rights Agreement). The Terms of the First Amendment to Rights
Agreement are set forth in a current report on Form 8-K filed with the
Commission on April 21, 1995.
As a consequence of the First Amendment to Rights Agreement,
neither the entry into or the performance of the Stock Purchase
Agreement by Citibank and Purchaser (and any Permitted Assignees of
Purchaser) nor the announcement, initiation, conduct or completion of
the Tender Offer will cause the Rights to become exercisable.
The Purchaser and Permitted Assignees consummated the Acquisition
of the 203,038 Maximum Shares of Company Common Stock pursuant to the
Agreement on July 21, 1995.
The source of funds for this purchase for each of the Purchaser
and Permitted Assignees is set forth below:
Purchaser and Shirley A. Reynolds utilized $2,049,146 from an
available $5,000,000 line of credit at United National Bank,
Parkersburg, West Virginia. This line of credit bears floating
interest at Chase Manhattan Bank Prime Rate, adjusted quarterly, and
expires March 31, 1996, subject to renewal. It is collateralized by
shares of Champion Industries, Inc. No Company Shares were pledged or
otherwise utilized to secure the borrowing.
Robert H. Beymer and Barbara W. Beymer utilized a combination of
$59,000 drawn on a $100,000 line of credit from Citizens Deposit Bank
& Trust, Vanceburg, Kentucky (bearing floating interest at the bank
base rate plus one percent (1%), requiring quarterly payments of
interest, maturing April 10, 1996); $200,000 drawn on a $400,000 line
of credit from First National Bank in Ronceverte, Ronceverte, West
Virginia (bearing floating interest at Wall Street Journal primate
rate plus one percent (1%), requiring quarterly payments of interest,
with principal payable on demand, secured by a pledge of various
unlisted bank stocks; and $200,000 proceeds of intra-family loans to
effect the Acquisition. No Company Shares were pledged or otherwise
utilized to secure the borrowing.
19
<PAGE>
Robert L. Shell, Jr. utilized $459,000 available through two loan
commitments aggregating $600,000 from Bank One, West Virginia, NA.
Loan #1 is in amount of $300,000, maturing one year from funding,
subject to annual review and reaffirmation and bearing interest at
Bank One Prime Rate plus one percent (1%). Loan #2 is in amount of
$300,000, payable in monthly installments of principal and interest of
$4,625, with a balloon payment at maturity, five years from funding.
Loan #2 will bear interest at Bank One Prime Rate plus one percent
(1%). Both loans are secured by first lien security interest and
pledge of all Shares of Company Common Stock acquired by Robert L.
Shell, Jr., with a requirement that 70% of Loan #1 loan balance to
market value of Shares constituting collateral be maintained. A
second lien deed of trust on Mr. Shell's personal residence was also
required. Additionally, Purchaser has agreed to purchase the Company
Shares securing these loans, at the price paid by Mr. Shell, in the
event of default on either loan, in an amount sufficient to reduce the
combined loan balances outstanding to $100,000.
Thomas W. Wright and Deborah P. Wright utilized personal funds in
the Acquisition.
Jeanne D. Hubbard has utilized $25,500 from an available $100,000
line of credit at Citizens Deposit Bank & Trust, Vanceburg, Kentucky.
This line of credit bears floating interest at the bank's base rate
plus one percent (1%), requires monthly payments of interest, and is
renewable annually each January. It is collateralized by shares of
common stock of bank holding companies other than Company. No Company
Shares were pledged or otherwise utilized to secure the borrowing.
The Maximum Shares acquired by Purchaser and Permitted Assignees
represent 71.3% of the outstanding shares of Company Common Stock as
reported in Bancorp's 10-K for the year ended December 31, 1994.
Except as otherwise described herein, none of the Purchaser or
Permitted Assignees beneficially own any Shares of Company Common
Stock. Other than as described in this Offer, no transactions in
Shares of Company Common Stock were effected during the past 60 days
by the Purchaser or Permitted Assignees.
XII. PURPOSE OF THE OFFER; PLANS FOLLOWING THE OFFER.
PURPOSE OF THE OFFER. Purchaser and his Permitted Assignees
acquired 71.3% of the Shares of the Company pursuant to a Stock
Purchase Agreement with Citibank, N.A., as an investment which they
expect will appreciate in value. Pursuant to the terms of a separate
Agreement with Company, Purchaser has agreed to make the Offer to all
stockholders.
PLANS FOLLOWING THE OFFER. The Purchaser has no present
intention to make any significant changes in the business strategies
of the Company. However, the Purchaser has reviewed, and will
continue to review, on the basis of available information, various
possible business strategies.
After completion of the Offer, the Purchaser reserves the right
to purchase additional Shares in the open market, in privately
negotiated transactions, in another tender offer or exchange offer or
otherwise. Any additional purchases of Shares could be at a price
greater or less than the price to be paid for Shares in the Offer and
could be for cash or other consideration. Alternatively, the
Purchaser
20
<PAGE>
may sell or otherwise dispose of any or all Shares acquired pursuant to the
Offer or otherwise. Such transactions may be effected on terms and at prices
then determined by the Purchaser, which may vary from the price paid for
Shares in the Offer.
After completion of the Offer, the Purchaser proposes to add
three directors to the board of directors of the Company: Purchaser
and Permitted Assignees Jeanne D. Hubbard and Robert L. Shell, Jr.
Purchaser has discussed this proposal with the Company board of
directors. The Purchaser has covenanted in the Bancorp Agreement that
prior to consummation of this Offer and payment in full for any Shares
tendered, neither he nor any Permitted Assignee will vote their Shares
without consent of the Company's Board of Directors to change in any
respect the composition of the Board of Directors. Except for such
proposal, the Purchaser has no present plans or proposals that would
result in an extraordinary corporate transaction, such as a merger,
reorganization, liquidation, relocation of operations, or sale or
transfer of a material amount of assets, involving the Company or its
subsidiary, or any material changes in the Company's capitalization or
dividend policy, corporate structure, business or composition of its
management or personnel. Although Purchaser has no plans or proposals
to deregister the Shares under the Exchange Act, depending on the
number of Shares acquired pursuant to this Offer to Purchase, it is
possible that Company Shares would become eligible for termination of
registration under the Exchange Act.
XIII. CERTAIN LEGAL MATTERS.
GENERAL. The Purchaser is not aware of any governmental license
or regulatory permit that appears to be material to the business of
the Company and its subsidiaries, taken as a whole, that is likely to
be adversely affected by the Purchaser's acquisition of Shares
pursuant to the Offer or any approval or any other action by any
domestic or foreign governmental or administrative authority that
would be required prior to the acquisition of Shares by the Purchaser
pursuant to the Offer. Should any such approval or other action be
required, it is presently contemplated that such approval or action
would be sought. There is, however, no present intent to delay the
purchase of Shares tendered pursuant to the Offer pending the outcome
of any such matter. There can be no assurance that any such approval
or other action, if needed, would be obtained without substantial
conditions or that adverse consequences might not result to the
Company's business.
FEDERAL AND STATE REGULATORY MATTERS. The Purchaser and
Permitted Assignees have obtained all necessary approvals or consents
of bank regulatory authorities to purchase the Shares acquired from
Citibank, N.A. No further approvals are necessary to purchase Shares
pursuant to the Offer or otherwise
XIV. FEES AND EXPENSES. The Purchaser has retained The First National
Bank of Maryland to act as the Information Agent and the Depositary in
connection with the Offer. The Information Agent may contact holders of
Shares by mail, telephone, telex, telegraph and personal interview and may
request brokers, dealers, commercial banks, trust companies and other
nominees to forward the Offer material to beneficial owners. For its
services hereunder, the Information Agent will receive a minimum fee of
$2,500. In addition, the Information Agent will be reimbursed
21
<PAGE>
for certain out-of-pocket expenses. The Depository will receive a minimum
fee of $15,000 for its services, will be reimbursed for certain out-of-pocket
expenses and will be indemnified against certain liabilities and expenses in
connection therewith.
The Purchaser will not pay any fees or commissions to any broker
or dealer or other person (other than the Information Agent) for
soliciting tenders of Shares pursuant to the Offer. Brokers, dealers,
commercial banks and trust companies will be reimbursed by the
Purchaser for reasonable expenses incurred by them in forwarding
material to their customers.
XV. MISCELLANEOUS. This Offer is not being made to, nor will tenders
be accepted from or on behalf of holders of Shares in any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the laws of such jurisdiction. However, the Purchaser may in
his sole discretion, take such action as he may deem necessary or appropriate
to make the Offer in any such jurisdiction and to extend the Offer to holders
of Shares in such jurisdiction. In any jurisdiction the securities, blue sky
or other laws of which require the Offer to be made by a licensed broker or
dealer, the Offer shall be deemed to be made on behalf of the Purchaser by
one or more registered brokers or dealers licensed under the laws of such
jurisdiction.
No person has been authorized to give any information or make any
representation on behalf of the Purchaser not contained in this Offer
to Purchase or in the Letter of Transmittal and, if given or made,
such information or representation must not be relied upon as having
been authorized.
The Purchaser has filed with the Commission a Tender Offer Statement on
Schedule 14D-1 pursuant to Rule 14d-3 under the Exchange Act furnishing
certain additional information with respect to the Offer and may file
amendments thereto. Such Schedule 14D-1 and any amendments thereto,
including exhibits, may be examined and copies may be obtained from the
principal office of the Commission in the manner set forth in Section 8.
Facsimile copies of the Letter of Transmittal will be accepted.
A Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder or
his broker, dealer, commercial bank, trust company or other nominee to
the Depositary at its address set forth below.
22
<PAGE>
THE DEPOSITARY FOR THE OFFER IS:
THE FIRST NATIONAL BANK OF MARYLAND
TOLL FREE: 1-800-624-4116
OR CALL COLLECT: 1-410-613-3071
<TABLE>
<S> <C> <C>
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND/OVERNIGHT DELIVERY:
The First National Bank (410) 613-3061 The First National Bank
of Maryland of Maryland
Corporate Trust Operations Corporate Trust Operations
7th Floor - BANC 109-754 7th Floor
P.O. Box 1596 CONFIRM BY TELEPHONE: 110 Paca Street - BANC 109-754
Baltimore, Maryland 21203 (410) 613-3071 Baltimore, Maryland 21203
</TABLE>
Any questions or requests for assistance or additional copies of
this Offer to Purchase, the Letter of Transmittal and the Notice of
Guaranteed Delivery may be directed to the Information Agent at the
telephone numbers and locations listed below. You may also contact
your broker, dealer, commercial bank or trust company for assistance
concerning this Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
THE FIRST NATIONAL BANK OF MARYLAND
Corporate Trust Operations - 7th Floor
110 Paca Street - BANC 109-754
P.O. Box 1596
Baltimore, Maryland 21203
TOLL FREE: 1-800-624-4116
OR CALL COLLECT: 1-410-613-3071
23
<PAGE>
EXHIBIT (a) (2)
<PAGE>
LETTER OF TRANSMITTAL
To Tender Shares of Common Stock
(Including the Associated Common Share Purchase Rights)
of
ABIGAIL ADAMS NATIONAL BANCORP, INC.
Pursuant to the Offer to Purchase
Dated August 16, 1995
by
MARSHALL T. REYNOLDS
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, WASHINGTON, D.C.
TIME, ON FRIDAY, SEPTEMBER 15, 1995, UNLESS THE OFFER IS EXTENDED.
BY MAIL: THE DEPOSITARY: BY HAND/OVERNIGHT
DELIVERY:
The First National Bank THE FIRST NATIONAL The First National
of Maryland BANK OF MARYLAND Bank of Maryland
Corporate Trust Operations (800) 624-4116 Corporate Trust
7th Floor - BANC 109-754 (410) 613-3071 (Call Collect) Operations 7th Floor
P.O. Box 1596 BY FACSIMILE: 110 Paca Street -
Baltimore, Maryland 21203 (410) 613-3061 BANC 109-754
Baltimore, Maryland
21203
CONFIRM BY TELEPHONE:
(410) 613-3071
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS
SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS
ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS
LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by holders of Shares (as
defined below) if certificates representing Shares ("Share Certificates") are
to be forwarded herewith or if delivery of Shares is made by book-entry
transfer to the Depositary's account at the Depository Trust Company ("DTC"),
the Midwest Securities Trust Company ("MSTC") or the Philadelphia Depository
Trust Company ("PDTC") (each a "Book-Entry Transfer Facility" and
collectively, the "Book-Entry Transfer Facilities") pursuant to the
procedures set forth in Section 3 of the Offer to Purchase (as defined below).
Holders of Shares who desire to tender Shares pursuant to the Offer and
whose certificates for Shares are not immediately available or who cannot
deliver their Share Certificates or deliver confirmation of the book-entry
transfer of their Shares into the Depositary's account at a Book-Entry
Transfer Facility ("Book-Entry Confirmation") and all other documents
required hereby to the Depositary prior to the Expiration Date (as defined in
the Offer to Purchase) must tender their Shares according to the guaranteed
delivery procedures set forth in Section 3 of the Offer to Purchase. See
Instruction 2. Delivery of documents to a Book-Entry Transfer Facility in
accordance with a Book-Entry Transfer Facility's procedures does not
constitute delivery to the Depositary.
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH A BOOK-ENTRY
TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution..........................................
Check Box of Book-Entry Transfer Facility:
[ ] DTC [ ] MSTC [ ] PDTC (check one)
Account Number:........................................................
Transaction Code Number:...............................................
[ ] CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE
OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE
THE FOLLOWING:
Name(s) of Registered Owner(s):........................................
Date of Execution of Notice of Guaranteed Delivery:....................
Name of Institution Which Guaranteed Delivery:.........................
If Delivered by Book-Entry Transfer Check Box:.........................
[ ] DTC [ ] MSTC [ ] PDTC (check one)
Account Number:........................................................
<PAGE>
DESCRIPTION OF SHARES TENDERED
<TABLE>
<CAPTION>
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Name(s) and Address(es) of Registered Holder(s) Shares Tendered
(Please fill in, if blank) (Attach additional list if necessary)
------------------------------------------------------------------------------------------------------------------
Certificate Total No. of Shares No. of Shares
No.(s)* Evidenced by Tendered**
Certificate(s)
<S> <C> <C> <C>
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
------------------------------------------------------------------
Total Shares
------------------------------------------------------------------
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<FN>
* Need not be completed by stockholders tendering by book-entry transfer
** Unless otherwise indicated it will be assumed that all Shares evidenced by any certificate(s) delivered to
the Depositary are being tendered. See Instruction 4
--------------------------------------------------------------------------------------------------------------------
</TABLE>
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS
<PAGE>
Gentlemen:
The undersigned hereby tenders to Marshall T. Reynolds (the "Purchaser")
a West Virginia resident, the above described shares of common stock, par
value $10.00 per share (the "Common Stock") of Abigail Adams National
Bancorp, Inc., a Delaware corporation (the "Company"), including the
associated common share purchase rights (the "Rights") issued pursuant to the
Rights Agreement dated as of April 12, 1994, as amended by First Amendment to
Rights Agreement dated as of April 20, 1995 (as amended, the "Rights
Agreement") between the Company and The First National Bank of Maryland as
Rights Agent (the Common Stock and Rights together are referred to as the
"Shares"), pursuant to the Purchaser's offer to purchase any and all
outstanding Shares at $21.00 per Share, net to the seller in cash, upon the
terms and subject to the conditions set forth in the Offer to Purchase dated
August 16, 1995 (the "Offer to Purchase"), receipt of which is hereby
acknowledged and in this Letter of Transmittal (which, together with the
Offer to Purchase, constitute the "Offer"). All references herein to the
Rights shall include all benefits which may inure to stockholders of the
Company or any other person pursuant to the Rights Agreement and, unless the
context requires otherwise, all references to Shares shall include the
associated Rights. The Purchaser reserves the right to transfer or assign,
in whole or, from time to time, in part, to one or more entities controlled
by him, the right to purchase Shares tendered pursuant to the Offer, but any
such transfer or assignment will not relieve the Purchaser of his obligations
under the Offer or prejudice the rights of tendering stockholders to receive
payment for Shares validly tendered and accepted for payment.
Rights are presently evidenced by the certificates for the Common Stock
and a tender by a stockholder of his shares of Common Stock will also
constitute a tender of the associated Rights. If Rights Certificates have
been distributed to holders of Shares prior to the date of tender pursuant to
the Offer, Rights Certificates representing a number of Rights equal to the
Shares being tendered must be delivered to the Depositary for such Shares to
be validly tendered. If Rights Certificates have not been distributed to
holders of Shares prior to the date of tender pursuant to the Offer, and the
tendering stockholder is or becomes entitled to receive Rights Certificates
with respect to the Shares tendered, the tender of Shares constitutes and
agreement by the tendering stockholder to deliver Rights Certificates
representing a number of Rights equal to the number of Shares tendered
pursuant to the Offer to the Depositary within three NASDAQ trading days of
the date Rights Certificates are distributed.
In all cases payment for Shares accepted for payment pursuant to the
Offer will be made only after timely receipt by the Depositary of
certificates for such Shares or a book-Entry Confirmation of the delivery of
such Shares, if such procedure is available, this Letter of Transmittal or a
facsimile thereof, properly completed and duly executed, and any other
documents. Accordingly, payment may be made to tendering stockholders at
different times if certificates for Shares and other required documents are
delivered at different times.
If, on or after August 16, 1995, the Company should declare, pay or
distribute, or disclose that it has declared, paid or distributed any cash or
stock dividend on the Shares or any other distribution on the Shares, or
issue with respect to the Shares any additional shares of any other class of
capital stock, other voting securities or any securities convertible into, or
rights, warrants or options, conditional or otherwise, to acquire any of the
foregoing, payable or distributable to stockholders of record on a date prior
to the transfer to the name of the Purchaser or its nominee or transferee on
the Company's stock transfer records of the Shares purchased pursuant to the
Offer (collectively, "Distributions"), then, without prejudice to the
Purchaser's rights under the Offer to Purchase (i) the purchase price per
Share payable by the Purchaser pursuant to the Offer may, in the sole
discretion of the Purchaser, be reduced by the amount of any such cash
dividend or distribution and (ii) the whole of any such non-cash dividend,
distribution or issuance received by a tendering stockholder shall be
received and held by the tendering stockholder for the account of the
Purchaser and shall be promptly remitted and transferred by the tendering
stockholder to the Depositary for the account of the Purchaser, accompanied
by appropriate documentation of transfer. Pending such remittance, the
Purchaser will be entitled to all rights and privileges as owner of any such
Distribution and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by the Purchaser in
his sole discretion. The Offer will be deemed an offer to purchase any
securities or other property that the Company may issue in respect of, or in
exchange for, Shares whether by way of exchange offer, recapitalization,
reorganization or other extraordinary transaction. The Purchaser reserves
the right to waive this provision and not purchase such securities or other
property.
The undersigned hereby represents and warrants that (i) the undersigned
owns the Shares (and any and all Distributions thereon being tendered within
the meaning of Rule 14e-4 under the Securities Exchange Act of 1934, as
amended, and the tender of such Shares (and any and all Distributions
thereon) complies with such Rule, (ii) the undersigned has full power and
authority to tender, sell, assign and transfer the Shares tendered hereby
(and any and all Distributions thereon) and (iii) when the same are accepted
for payment by the Purchaser, the Purchaser will acquire good, marketable and
unencumbered title thereto, free and clear of all liens, restrictions,
charges or other encumbrances and the same will not be subject to any adverse
claim.
Subject to, and effective upon, acceptance for payment of and payment
for the Shares tendered herewith in accordance with the terms and subject to
the conditions of the Offer, the undersigned hereby sells, assigns and
transfers to, or upon the order of the Purchaser
<PAGE>
all right, title and interest to all the Shares that are being tendered
hereby (and any and all other Distributions thereon) and irrevocably
constitutes and appoints the Depositary the true and lawful agent and
attorney-in-fact of the undersigned with respect to such Shares (and any such
Distributions) with full power of substitution (such power of attorney being
deemed to be an irrevocable power coupled with an interest), to (i) deliver
certificates for such Shares (and any such Distributions) or transfer
ownership of such Shares (and any such Distributions) on the account books
maintained at a Book-Entry Transfer Facility, together in either such case
with all accompanying evidences of transfer and authenticity to or upon the
order of the Purchaser upon receipt by the Depositary, as the undersigned's
agent, of the purchase price, (ii) present such Shares (and any such
Distributions) for transfer on the books of the Company and (iii) receive all
benefits and otherwise exercise all rights of beneficial ownership over such
Shares (and any such Distributions), all in accordance with the terms of the
Offer.
By executing and delivering this Letter of Transmittal, the undersigned
irrevocably appoints the Purchaser and designees of the Purchaser as such
stockholder's attorney-in-fact and proxies, with full power of substitution,
to the full extent of such stockholder's rights with respect to the Shares
tendered by such stockholder and purchased by the Purchaser and with respect
to any and all other Shares or other shares or securities or rights issued or
issuable in respect of such Shares on or after August 16, 1995. All such
proxies shall be irrevocable and coupled with an interest in the tendered
Shares and such other shares or securities or rights. Such appointment will
be effective when, and only to the extent that, the Purchaser accepts such
Shares for payment. Upon such acceptance for payment all prior proxies given
by such stockholder with respect to such Shares (and any such other shares or
other securities or rights) will be revoked, without further action, and no
subsequent proxies may be given by such stockholder (and, if given, will not
be deemed effective). The Purchaser and designees of the Purchaser will be
empowered to exercise all voting and other rights of such stockholder with
respect to such Shares (and any such other shares or securities or rights as
they in their sole discretion may deem proper at any annual or special
meeting of the Company's stockholders (or any meeting of holders of any such
other shares or securities or rights), or any adjournment or postponement
thereof, or in connection with any action by written consent in lieu of any
such meeting or otherwise. The Purchaser reserves the absolute right to
require that for Shares to be validly tendered, immediately upon the
acceptance for payment of such Shares, the Purchaser is able to exercise full
voting rights with respect to such Shares, including, but not limited to, the
right to vote the Shares purchased by him on an equal basis with all other
Shares on all matters properly presented to the stockholders of the Company.
All authority herein conferred or agreed to be conferred in this Letter
of Transmittal shall survive the death or incapacity of the undersigned and
any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators and legal
representatives of the undersigned. Except as stated in the Offer to
Purchase, this tender is irrevocable.
The undersigned understands that tenders of Shares pursuant to any one
of the procedures described in Section 3 of the Offer to Purchase and in the
instructions hereto will constitute a binding agreement between the
undersigned and the Purchaser upon the terms and subject to the conditions of
the Offer.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any certificates
for Shares not purchased in the name(s) of the registered holder(s) appearing
under "Description of Shares Tendered." Similarly, unless otherwise
indicated under "Special Delivery Instructions," please mail the check for
the purchase price and/or return any certificates representing Shares not
purchased (and accompanying documents, as appropriate) to the registered
holder(s) at the addresses appearing under "Description of Shares Tendered."
In the event that both the "Special Delivery Instructions" and the "Special
Payment Instructions" are completed, please issue the check for the purchase
price and/or return any certificates for Shares not purchased (together with
accompanying documents, as appropriate) in the name of, and deliver said
check and/or return such certificates to, the person or persons so indicated.
<PAGE>
<TABLE>
<S> <C>
SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 5, 6, and 7) (See Instructions 1, 5, 6, and 7)
To be completed ONLY if certificates To be completed ONLY if certificates for Shares
for Shares not tendered or purchased not tendered or purchased and/or the check for
and/or the check for the purchase price the purchase price of Shares purchased are to be
of Shares purchased are to be issued in sent to someone other than the undersigned, or
the name of someone other than the to the undersigned at an address other than
undersigned or if Shares delivered by that shown under "Description of Shares Tendered."
book entry transfer which are not
purchased are to be returned by credit Mail: [ ] Check [ ] Certificate(s) to:
to an account maintained at a Book-Entry
Transfer Facility other than the account Name_________________________________________
indicated above. (Please Type or Print)
Issue: [ ] Check and/or Address______________________________________
[ ] Certificate(s) to:
Name_______________________________________ _____________________________________________
(Please Type or Print) (Include Zip Code)
Address____________________________________ _____________________________________________
(Tax Identification or Social Security No.)
___________________________________________ (See Substitute Form W-9 included herein)
(Include Zip Code)
___________________________________________
(Tax Identification or Social Security No.)
(See Substitute Form W-9 included herein)
[ ] Credit unpurchased Shares delivered
by book-entry transfer to the
Depositary Institution account set
forth below:
Check appropriate box
[ ] DTC [ ] MSTC [ ] PDTC
_________________________
Account Number
----------------------------------------------------------------------------------------------
</TABLE>
STOCKHOLDER SIGN HERE
(Please complete Substitute Form W-9 on Reverse Side)
______________________________________________________________________________
______________________________________________________________________________
(Signature(s) of Stockholder(s))
Dated:________________________________________________________________, 199___
(Must be signed by the registered holder(s) exactly as name(s) appear(s) on
certificate(s) for the Shares or by person(s) authorized to become registered
holder(s) by certificates and documents transmitted herewith. If signature
is by an attorney-in-fact, executor, administrator, trustee, guardian,
officer of a corporation or another acting in a fiduciary or representative
capacity, please set forth the full title. See Instruction 5.)
Name(s):______________________________________________________________________
______________________________________________________________________________
(Please Type or Print)
Capacity (Full Title):_________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(Include Zip Code)
Area Code and
Telephone Number:______________________________________________________________
Tax Identification or
Social Security Number:________________________________________________________
(See Substitute Form W-9 on Reverse Side)
GUARANTEE OF SIGNATURE
(If Required - See Instructions 1 and 5)
Authorized Signature:__________________________________________________________
Name:__________________________________________________________________________
(Please Type or Print)
Title:_________________________________________________________________________
Name of Firm:__________________________________________________________________
Address:_______________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.:___________________________________________________
Dated:_________________________________________________________________, 199___
<PAGE>
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE OFFER
A. GUARANTEE OF SIGNATURES. No signature guarantee on this Letter of
Transmittal is required if (i) this Letter of Transmittal is signed by
the registered holder(s) of Shares tendered hereby, unless such
holder(s) has completed either the box entitled "Special Delivery
Instructions" or the box entitled "Special Payment Instructions"
included herein or (ii) the Shares are tendered for the account of a
firm which is a member of a registered national securities exchange or
of the National Association of Securities Dealers, Inc. or by a
commercial bank or trust company having an office or correspondent in
the United States (each an "Eligible Institution" and collectively,
"Eligible Institutions"). In all other cases all signatures on this
Letter of Transmittal must be guaranteed by an Eligible Institution.
See Instruction 5.
B. DELIVERY OF LETTER OF TRANSMITTAL AND CERTIFICATES. This Letter
of Transmittal is to be completed by stockholders if certificates for
Shares are to be forwarded herewith to the Depositary or if tenders of
Shares are to be made pursuant to the procedures for tender by book-
entry transfer set forth in Section 3 of the Offer to Purchase.
Certificates for all physically tendered Shares, or confirmation of any
book-entry transfer into the Depositary's account at DTC, MSTC or PDTC
of Shares tendered by book-entry transfer, as well as a properly
completed and duly executed Letter of Transmittal (or a facsimile
thereof), and any other documents required by this Letter of
Transmittal, must be received by the Depositary at one of its addresses
set forth herein prior to the Expiration Date (as defined in the Offer
to Purchase). Stockholders whose certificates for Shares are not
immediately available or who cannot deliver their certificates and all
other required documents to the Depositary on or prior to the desired
date of tender or the Expiration Date may tender their Shares if the
guaranteed delivery procedure set forth in Section 3 of the Offer to
Purchase is complied with. Pursuant to such procedure (i) such tender
must be made by or through an Eligible Institution, (ii) a properly
completed and duly executed Notice of Guaranteed Delivery, substantially
in the form provided by the Purchaser (with any required signature
guarantees) must be received by the Depositary prior to the Expiration
Date, and (iii) the certificates for all tendered Shares in proper form
for transfer by delivery, or a Book-Entry Confirmation with respect to
such Shares, in each case together with a properly completed and duly
executed Letter of Transmittal (or a facsimile thereof), with any
required signature guarantees and any other documents required by this
Letter of Transmittal, must be received by the Depositary within three
NASDAQ trading days after the date of execution of the Notice of
Guaranteed Delivery.
THE METHOD OF DELIVERY OF SHARES, THIS LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS, INCLUDING DELIVERY THROUGH A BOOK-ENTRY TRANSFER
FACILITY, IS AT THE OPTION AND RISK OF THE TENDERING STOCKHOLDER AND, EXCEPT
AS OTHERWISE PROVIDED IN THIS INSTRUCTION 2, THE DELIVERY WILL BE DEEMED MADE
ONLY WHEN ACTUALLY RECEIVED BY THE DEPOSITARY. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS
RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE
TIMELY DELIVERY.
No alternative, conditional or contingent tenders will be accepted and
no fractional Shares will be purchased. All tendering stockholders, by
execution of this Letter of Transmittal (or a facsimile thereof), waive any
rights to receive any notice of the acceptance of their Shares for payment.
C. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate number and/or the number of Shares should be listed on a
separate signed schedule which must be attached hereto.
D. PARTIAL TENDERS. (Not applicable to book-entry stockholders). If
fewer than all the Shares evidenced by any certificates submitted are to
be tendered, fill in the number of Shares which are to be tendered in
the box entitled "Number of Shares Tendered." In such case, new
certificate(s) for the remainder of the Shares that were evidenced by
old certificate(s) will be sent to the registered holder(s), unless
otherwise provided in the appropriate box on this Letter of Transmittal,
as soon as practicable after the Expiration Date. All Shares
represented by certificate(s) delivered to the Depositary will be deemed
to have been tendered unless otherwise indicated.
E. SIGNATURES ON LETTER OF TRANSMITTAL, STOCK POWERS AND
ENDORSEMENTS. If this Letter of Transmittal is signed by the registered
holder(s) of the Shares tendered hereby, the signature(s) must
correspond exactly with the name(s) written on the face(s) of the
certificate(s) without alteration, enlargement or any change whatsoever.
If any Shares tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.
If any tendered Shares are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate Letters of Transmittal as there are different registrations of
certificates.
If this Letter of Transmittal or any certificates or stock powers are
signed by a trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or any other person acting in a fiduciary or
representative capacity, such person should so indicate when signing, and
proper evidence satisfactory to the Purchaser of such person's authority to
so act must be submitted.
If this Letter of Transmittal is signed by the registered holder(s) of
the Shares evidenced by certificates listed and submitted herewith, no
endorsements of certificates or separate stock powers are required unless
payment is to be made to or certificates for Shares
<PAGE>
not tendered or purchased are to be issued in the name of a person other than
the registered holder(s).
If the certificates are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made or
unpurchased Shares are to be returned to a person other than the registered
holder, then the tendered certificates must be endorsed or accompanied by
appropriate stock powers, in either case signed exactly as the name or names
of the registered holder or holders appear on the certificates, with the
signatures on the certificates or stock powers guaranteed by an Eligible
Institution.
F. STOCK TRANSFER TAXES. Except as set forth in this Instruction 6,
the Purchaser will pay any stock transfer taxes with respect to the
transfer and sale of purchased Shares to him or to his order pursuant to
the Offer. If, however, payment of the purchase price is to be made to,
or if certificates for unpurchased Shares are to be registered in the
name of any person other than the registered holder, or if tendered
certificates are registered in the name of any person other than the
person(s) signing this Letter of Transmittal, the amount of stock
transfer taxes (whether imposed on the registered holder or such person)
payable on account of the transfer to such person will be deducted from
the purchase price unless satisfactory evidence of the payment of such
taxes or exemption therefrom is submitted.
EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE CERTIFICATE(S) LISTED IN THIS LETTER
OF TRANSMITTAL.
G. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. If a check and/or
certificates for unpurchased Shares are to be issued in the name of a
person other than the signer of this Letter of Transmittal or if a check
is to be sent and/or such certificates are to be returned to someone
other than the signer of this Letter of Transmittal or to an address
other than that shown above, the appropriate boxes on this Letter of
Transmittal should be completed. Stockholders who deliver Shares by
book-entry transfer may request that Shares not purchased be credited to
such account maintained at DTC, MSTC or PDTC as such stockholders may
designate hereon. If no such instructions are given, such Shares not
purchased will be returned by crediting the account of a Book-Entry
Transfer Facility designated above.
H. WAIVER OF CONDITIONS. The Purchaser reserves the absolute right
in his sole discretion to waive in whole or in part at any time or from
time to time any of the specified conditions of the Offer in the case of
any Shares tendered.
I. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Requests for
assistance may be directed to or additional copies of the Offer to
Purchase and this Letter of Transmittal may be obtained from the
Information Agent or the Depositary at their telephone numbers and/or
addresses set forth herein or from your broker, dealer, commercial bank
or trust company.
J. SUBSTITUTE FORM W-9. The tendering stockholder is required to
provide the Depositary with a correct Taxpayer Identification Number
("TIN") on Substitute Form W-9 which is provided under "Important Tax
Information" below and to certify whether he is subject to backup
withholding of Federal income tax. If a tendering stockholder is
subject to backup withholding, he must cross out Item (2) of the
Certification box of the Substitute Form W-9. Failure to provide the
information on the Substitute Form W-9 may subject the tendering
stockholder to 20% Federal income tax withholding on the payment of the
purchase price. If the tendering stockholder has not been issued a TIN
and has applied for a number or intends to apply for a number in the
near future, he or she should write "Applied For" in the space provided
for the TIN in Part I, and sign and date the Substitute Form W-9. If
"Applied For" is written in Part I and the Depositary is not provided
with a TIN within 60 days, the Depositary will withhold 20% on all
payments of the purchase price until a TIN is provided to the
Depositary.
Under Federal income tax law, a stockholder whose tendered Shares are
acceptable for payment is required to provide the Depositary with such
stockholder's correct TIN on Substitute Form W-9 below. If such stockholder
is an individual, the TIN is his social security number. If the Depositary
is not provided with the correct TIN, the stockholder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, payments that
are made to such stockholder with respect to Shares purchased pursuant to the
Offer may be subject to backup withholding.
Certain stockholders (including, among others, all corporations and
certain foreign individuals) are not subject to these backup withholding and
reporting requirements. For a foreign individual to qualify as an exempt
recipient, that stockholder must submit a statement, signed under penalties
of perjury, attesting to that individual's exempt status. Such statements
may be obtained from the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional instructions.
If backup withholding applies, the Depositary is required to withhold
20% of any payments made to the stockholder. Backup withholding is not an
additional tax. Rather, the tax liability of persons subject to backup
withholding will be reduced by the amount of tax withheld. If withholding
results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to a stockholder
with respect to Shares purchased pursuant to the Offer, the stockholder is
required to notify the Depositary of his correct TIN by completing the form
below certifying that the TIN provided on the Substitute Form W-9 is correct
(or that such stockholder is awaiting a TIN).
<PAGE>
WHAT NUMBER TO GIVE THE DEPOSITARY
The stockholder is required to give the Depositary the social security
number or employer identification number of the record owner of the Shares.
If the Shares are in more than one name or are not in the name of the actual
owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on
which number to report.
<TABLE>
<S> <C> <C>
---------------------------------------------------------------------------------------------------------------------
SUBSTITUTE Part I - PLEASE PROVIDE YOUR TIN IN THE Social Security Number
BOX AT RIGHT AND CERTIFY BY SIGNING AND OR
FORM W-9 DATING BELOW Employer Identification Number
Department of Treasury (If awaiting TIN write "Applied For")
Internal Revenue Service
-----------------------------------------------------------------------------------------
Payer's Request for Part II - For Payees exempt from backup withholding, see the enclosed Guidelines for
Taxpayer Identification Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
Number (TIN) instructed therein.
---------------------------------------------------------------------------------------------------------------------
Certificates - Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number (or I am awaiting for a number to be
issued to me), and
(2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service
(IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or
the IRS has notified me that I am no longer subject to backup withholding.
Certificate Instructions - You must cross out item (2)above if you have been notified by the IRS that you are subject to
backup withholding because of underreporting interest or dividends on your tax return. However, if after being notified
by the IRS that you were subject to backup withholding you received another notification from the IRS that you are no
longer subject to backup withholding do not cross out item (2). (Also see instructions in the enclosed Guidelines.)
SIGNATURE____________________________________________________________________ DATE_____________________________________
</TABLE>
NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP
WITHHOLDING OF 20% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
IMPORTANT: This Letter of Transmittal (or facsimile thereof), together
with certificates and all other required documents, must be received by the
Depositary, or a Notice of Guaranteed Delivery must be received by the
Depositary, on or prior to the Expiration Date.
(DO NOT WRITE IN SPACE BELOW)
Date Received_____________ Accepted by_____________ Checked by_____________
<TABLE>
<CAPTION>
Shares Shares Shares Amount Shares
Surrendered Tendered Accepted Check No. of Check Retained Certificate No.
--------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
</TABLE>
The Information Agent for the Offer is:
THE FIRST NATIONAL BANK OF MARYLAND
Corporate Trust Operations - 7th Floor
110 Paca Street - BANC 109-754
P.O. Box 1596
Baltimore, Maryland 21203
Toll Free: 1-800-624-4116
or Call Collect: 1-410-613-3071
<PAGE>
EXHIBIT (a) (3)
<PAGE>
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF SHARES OF COMMON STOCK
OF
ABIGAIL ADAMS NATIONAL BANCORP, INC.
(NOT TO BE USED FOR SIGNATURE GUARANTEES)
This form or one substantially equivalent hereto must be used to accept
the Offer (as defined below) if certificates for shares of common stock, par
value $10.00 per share (the "Common Stock") of Abigail Adams National
Bancorp, Inc., a Delaware corporation (the "Company") are not immediately
available or if the procedure for book-entry transfer cannot be completed on
a timely basis. Such form may be delivered by hand or transmitted by
telegram, facsimile transmission or mail to the Depositary and must have the
guarantee set forth below completed. See Section 3 of the Offer to Purchase.
<TABLE>
<CAPTION>
<S> <C> <C>
BY MAIL: THE DEPOSITARY: By HAND/OVERNIGHT DELIVERY:
The First National Bank THE FIRST NATIONAL BANK OF The First National Bank
of Maryland MARYLAND of Maryland
Corporate Trust Operations (800) 624-4116 Corporate Trust Operations
7th Floor - BANC 109-754 (410) 613-3071 (Call Collect) 7th Floor
P.O. Box 1596 By Facsimile: 110 Paca Street - BANC 109-754
Baltimore, Maryland 21203 (410) 613-3061 Baltimore, Maryland 21203
</TABLE>
CONFIRM BY TELEPHONE:
(410) 613-3071
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS, OR TRANSMISSION OF
INSTRUCTIONS VIA A FACSIMILE, OTHER THAN AS SET FORTH
ABOVE, DOES NOT CONSTITUTE A VALID DELIVERY.
THIS FORM IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON
A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN ELIGIBLE
INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST
APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF
TRANSMITTAL.
Gentlemen:
The undersigned hereby tenders to Marshall T. Reynolds, a West Virginia
resident, upon the terms and subject to the conditions set forth in his Offer
to Purchase, dated August 16, 1995, and the related Letter of Transmittal
(which together constitute the "Offer"), receipt of which is hereby
acknowledged, the number of shares of Common Stock shown in the box below,
pursuant to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase
-----------------------------
________ Shares
-----------------------------
Signature(s) Name(s) of Record Holder(s)
--------------------------
------------------------------------- -------------------------------------
-------------------------------------
(Please type or print)
Check one if shares of Common
Stock or Rights will be tendered by
book-entry transfer: Address
-----------------------------
/ / The Depository Trust Company -------------------------------------
/ / Midwest Securities Trust Company (Zip Code)
/ / Philadelphia Depository Trust Company
Account Number: Area Code and Tel. No.
-----------------
Certificate No(s).
(If available)
----------------- -------------------------------------
--------------------------------- Dated:
------------------------------
THE GUARANTEE ON THE REVERSE SIDE MUST BE COMPLETED
<PAGE>
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc. or a
commercial bank or trust company having an office or correspondent in the
United States, hereby (i) represents and warrants that the above named
person(s) "own(s)" the Shares tendered hereby within the meaning of Rule
14e-4 under the Securities Exchange Act of 1934, as amended, and that such
tender of Shares complies with such Rule, and (ii) guarantees that
certificates for all tendered Shares, in proper form for transfer, together
with a properly completed and duly executed Letter of Transmittal (or
facsimile thereof), with any required signature guarantees and any other
documents required by the Letter of Transmittal, will be received by the
Depositary at one of its addresses set forth above within three NASDAQ
trading days after the date hereof.
Name of Firm
-------------------------- -----------------------------------
(Authorized Signature)
Address Title:
------------------------------- ----------------------------
Name:
--------------------------------------- ----------------------------
(Zip Code) (Please print or type)
Area Code and
Tel. No. Date:
------------------------------ ----------------------------
NOTE: DO NOT SEND CERTIFICATES FOR SHARES OF COMMON STOCK WITH THIS FORM --
STOCK CERTIFICATES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.
<PAGE>
EXHIBIT (a) (4)
<PAGE>
Offer to Purchase for Cash
Any and All Outstanding Shares of Common Stock
(Including the Associated Common Share Purchase Rights)
of
ABIGAIL ADAMS NATIONAL BANCORP, INC.
at
$21 Net Per Share
by
MARSHALL T. REYNOLDS
----------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, WASHINGTON, D.C.
TIME, ON FRIDAY, SEPTEMBER 15, 1995, UNLESS THE OFFER IS EXTENDED.
----------------------------------------------------------------------------
To Brokers, Dealers, Commercial Banks, August 16, 1995
Trust Companies and Other Nominees:
Marshall T. Reynolds, a West Virginia resident (the "Purchaser"), is
offering to purchase any and all outstanding shares of common stock, par
value $10.00 per share (the "Common Stock"), of Abigail Adams National
Bancorp, Inc., a Delaware corporation (the "Company"), including the
associated common share purchase rights (the "Rights") issued pursuant to the
Rights Agreement dated as of April 12, 1994, as amended by First Amendment to
Rights Agreement dated as of April 20, 1995 (as amended, the "Rights
Agreement") between the Company and The First National Bank of Maryland as
Rights Agent (the Common Stock and Rights together are referred to as the
"Shares"), at a purchase price of $21 per Share, net to the seller in cash,
upon the terms and subject to the conditions set forth in the Offer to
Purchase dated August 16, 1995 (the "Offer to Purchase") and in the related
Letter of Transmittal (which together constitute the "Offer"), copies of
which are enclosed herewith.
The Offer is not conditioned upon (i) any minimum number of Shares being
tendered, (ii) the Purchaser obtaining any financing, or (iii) the obtaining
of any regulatory approvals.
Enclosed for your information and forwarding to your clients are copies
of the following documents:
1. The Offer to Purchase.
2. The Letter of Transmittal to tender Shares, for your use and for
the information of your clients. Facsimile copies of the Letter of
Transmittal may be used to tender Shares.
3. The Notice of Guaranteed Delivery to be used to accept the Offer
if certificates for Shares are not immediately available or if the procedure
for book-entry transfer cannot be completed on a timely basis.
4. A form of letter which may be sent to your clients for whose
account you hold Shares in your name or in the name of your nominee, with
space provided for obtaining such clients' instructions with regard to the
Offer.
5. Guidelines of the Internal Revenue Service for Certification of
Taxpayer Identification Number on Substitute Form W-9.
6. A return envelope addressed to The First National Bank of
Maryland, the Depositary.
Additional copies of the above documents may be obtained from The First
National Bank of Maryland, the Information Agent for the Offer.
I ask you to contact your clients for whom you hold Shares registered in
your name (or the name of your nominee) or who hold Shares registered in their
own name. Please bring the Offer to their attention as soon as possible. The
Purchaser will not pay any fees or commissions to any broker or dealer or
other person (other than the Information Agent as described in the Offer) for
soliciting tenders of Shares pursuant to the Offer. The
<PAGE>
Purchaser, however, will reimburse you upon request for customary mailing and
handling expenses incurred by you in forwarding any of the enclosed materials
to your clients. The Purchaser will pay or cause to be paid any transfer
taxes payable on the transfer of Shares to him, except as otherwise provided
in Instruction 6 of the Letter of Transmittal.
Your prompt action is requested. I urge you to contact your clients as
promptly as possible. The Offer and withdrawal rights will expire at 12:00
Noon, Washington, D.C. time, on Friday, September 15, 1995, unless the Offer
extended.
To accept the Offer, a Letter of Transmittal properly completed and duly
executed, with any required signature guarantees and any other required
documents, should be sent to the Depositary, and certificates representing the
tendered Shares, should be delivered, all in accordance with the instructions
set forth in the Offer.
If holders of Shares wish to tender, but it is impractical for them to
forward their certificates for Shares or other required documents prior to the
expiration of the Offer or to comply with the book-entry transfer procedures
on a timely basis, a tender may be effected by following the guaranteed
delivery procedure specified in Section 3 of the Offer to Purchase.
Any inquiries you may have with respect to the Offer should be addressed
to the Information Agent at its addresses and telephone numbers set forth on
the back cover page of the Offer to Purchase.
Very truly yours,
MARSHALL T. REYNOLDS
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE
YOU OR ANY OTHER PERSON THE AGENT OF THE PURCHASER, THE INFORMATION AGENT OR
THE DEPOSITARY, OR AUTHORIZE YOU OR ANY OTHER PERSON TO MAKE ANY STATEMENTS ON
BEHALF OF ANY OF THEM WITH RESPECT TO THE OFFER, EXCEPT FOR STATEMENTS
EXPRESSLY MADE IN THE ENCLOSED DOCUMENTS.
<PAGE>
EXHIBIT (a) (5)
<PAGE>
Offer to Purchase for Cash
Any and All Outstanding Shares of Common Stock
(Including the Associated Common Share Purchase Rights)
of
ABIGAIL ADAMS NATIONAL BANCORP, INC.
at
$21 Net Per Share
by
MARSHALL T. REYNOLDS
-----------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, WASHINGTON, D.C.
TIME, ON FRIDAY, SEPTEMBER 15, 1995, UNLESS THE OFFER IS EXTENDED.
-----------------------------------------------------------------------------
To Our Clients: August 16, 1995
Enclosed for your consideration are the Offer to Purchase dated August
16, 1995 (the "Offer to Purchase") and the related Letter of Transmittal
(which together constitute the "Offer") relating to the offer by Marshall T.
Reynolds, a West Virginia resident (the "Purchaser"), to purchase all
outstanding shares of common stock, par value $10.00 per share (the "Common
Stock"), of Abigail Adams National Bancorp, Inc., a Delaware corporation (the
"Company"), including the associated common share purchase rights (the
"Rights") issued pursuant to the Rights Agreement dated as of April 12, 1994,
as amended by First Amendment to Rights Agreement dated as of April 20, 1995
(as amended, the "Rights Agreement") between the Company and The First
National Bank of Maryland as Rights Agent (the Common Stock and Rights
together are referred to as the "Shares"), at a purchase price of $21 per
Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer. This material is being sent to you as the
beneficial owner of Shares held by us for your account but not registered in
your name. A tender of such Shares can be made only by us as the holder of
record and pursuant to your instructions. The Letter of Transmittal is
furnished to you for your information only and cannot be used by you to
tender Shares held by us for your account.
We request instructions as to whether you wish to have us tender any or
all such Shares held by us for your account upon the terms and subject to the
conditions set forth in the Offer to Purchase and the Letter of Transmittal.
Your attention is called to the following:
a. The tender price is $21 per Share, net to the seller in cash
and without interest.
b. The Offer is being made for any and all outstanding Shares.
c. The Offer is not conditioned upon (i) any minimum number of
Shares being tendered, (ii) the Purchaser obtaining any financing, or (iii) the
obtaining of any regulatory approvals.
d. The Offer and withdrawal rights will expire at 12:00 noon,
Washington, D.C. time, on Friday, September 15, 1995, unless the Offer is
extended.
e. Stockholders who tender Shares will not be obligated to pay
brokerage commissions or, except as otherwise set forth in Instruction 6 of the
Letter of Transmittal, transfer taxes on the purchase of Shares by the Purchaser
pursuant to the Offer.
If you wish to have us tender any or all of the Shares held by us for
your account, please so instruct us by completing, detaching, executing and
returning to us the instruction form set forth below. An envelope to return
your instructions to us is enclosed. If you authorize tender of your Shares,
all such Shares will be tendered unless otherwise specified below. Please
forward your instructions to us in ample time to permit us to submit a tender
on your behalf on or prior to the expiration of the Offer.
The Offer is being made to all holders of Shares. The Offer is not
being made to, nor will tenders be accepted from or on behalf of, holders of
Shares in jurisdiction in which the making of the Offer or the acceptance
thereof would not be in compliance with the laws of such jurisdiction. In
any jurisdiction the securities, blue sky or other laws of which require the
Offer to be made by a licensed broker or dealer, the Offer shall be deemed to
be made on behalf of the Purchaser by one or more registered brokers or
dealers that are licensed under the laws of such jurisdiction.
<PAGE>
INSTRUCTIONS
WITH RESPECT TO THE OFFER TO PURCHASE FOR CASH
ANY AND ALL OUTSTANDING SHARES OF COMMON STOCK
OF
ABIGAIL ADAMS NATIONAL BANCORP, INC.
BY
MARSHALL T. REYNOLDS
AT $21 NET PER SHARE
The undersigned acknowledge(s) receipt of your letter and the enclosed
Offer to Purchase dated August 16, 1995, and the related Letter of
Transmittal, in connection with the offer by Marshall T. Reynolds, a West
Virginia resident (the "Purchaser"), to purchase all outstanding shares of
common stock, par value $10.00 per share and the associated Rights (the
"Shares"), of Abigail Adams National Bancorp, Inc., a Delaware corporation,
at $21 net per Share on the terms and subject to the conditions set forth in
the Offer to Purchase and the related Letter of Transmittal.
This will instruct you to tender to the Purchaser the number of Shares
indicated below (or, if no number is indicated below, all Shares) which are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the above-mentioned Offer to Purchase and the
related Letter of Transmittal.
Dated _______________, 199__
-------------------------------
Number of Shares to be tendered
________ Shares* SIGN HERE
-------------------------------
____________________________________________
____________________________________________
Signature(s)
____________________________________________
____________________________________________
Please print name(s)
____________________________________________
____________________________________________
Address(es)
____________________________________________
Area Code and Telephone Number
____________________________________________
Tax Identification or Social Security No(s).
_______________
* I (we) understand that if I (we) sign this instruction form without
indicating a lesser amount of Shares in the space above, all Shares held
by you for my (our) account will be tendered.
<PAGE>
EXHIBIT (a) (6)
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
Guidelines for Determining the Property Identification Number to Give the
Payer - Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated
by only one hyphen: i.e. 00-0000000. The table below will help determine the
number to give the payer.
<TABLE>
<S> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------
Give the Give the EMPLOYER
For this type of account: SOCIAL SECURITY For this type of account IDENTIFICATION
number of-- number of--
---------------------------------------------------------------------------------------------------------------
1. An individual's account The individual 8. Sole proprietorship account The owner4
---------------------------------------------------------------------------------------------------------------
2. Two or more individuals The actual owner 9. A valid trust, estate, or pension Legal entity (Do not
(joint account) of the account or, trust furnish the
if combined funds, identifying number of
any one of the the personal
individuals1 representative or
trustee unless the
legal entity itself
is not designated in
the account title.)5
----------------------------------------------------------------------------------------------------------------
3. Husband and wife (joint The actual owner 10. Corporate account The corporation
account) of the account or,
if joint funds,
either person1
-----------------------------------------------------------------------------------------------------------------
4. Custodian account of a minor The minor2 11. Religious, charitable, or The organization
(Uniform Gift to Minors Act) educational organizaton account
-----------------------------------------------------------------------------------------------------------------
5. Adult and minor (joint The adult or, if 12. Partnership account held in the The partnership
account) the minor is the name of the business
only contributor,
the minor1
-----------------------------------------------------------------------------------------------------------------
6. Account in the name of The ward, minor, 13. Association, club, or other tax- The organization
guardian or committee for a or incompetent exempt organization
designated ward, minor or person3
incompetent person
-----------------------------------------------------------------------------------------------------------------
7. a The usual revocable The grantor- 14. A broker or registered nominee The broker or nominee
savings trust account trustee?
(grantor is also trustee)
-----------------------------------------------------------------------------------------------------------------
b So-called trust account The actual owner1 15. Account with the Department of The public entity
that is not a legal or Agriculture in the name of a
valid trust under State public entity (such as a State
law or local government, school
district, or prison) that
receives agricultural program
payments
------------------------------------------------------------------------------------------------------------------
<FN>
1 List first and circle the name of the person whose number you furnish.
2 Circle the minor's name and furnish the minor's social security number.
3 Circle the ward's, minor's or incompetent person's name and furnish such person's social
security number
4 Show the name of the owner
5 List first and circle the name of the legal trust, estate, or pension trust.
Note: If no name is circled when there is more than one name, the number will be considered to
be that of the first name listed.
</TABLE>
<PAGE>
GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
PAGE 2
<TABLE>
<S> <C>
Obtaining a Number
If you don't have a taxpayer identification number or * Payments described in section 6049(b)(5)
you don't know your number, obtain Form SS-5, to nonresident aliens.
Application for a Social Security Number Card, or Form * Payments on tax-free covenant bonds under section
SS-4, Application for Employer Identification Number, 1451.
at the local office of the Social Security * Payments made by certain foreign organizations.
Administration or the Internal Revenue Service and * Payments made to a nominee.
apply for a number. Exempt payees described above should file Form W-9 to
avoid possible erroneous backup withholding. FILE THIS
Payees Exempt from Backup Withholding FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
Payees specifically exempted from backup withholding on IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF
ALL payments include the following: THIS FOR, AND RETURN IT TO THE PAYER. IF THE PAYMENTS
* A corporation. ARE INTEREST, DIVIDENDS, OR PATRONAGE DIVIDENDS, ALSO
* A financial institution. SIGN AND DATE THE FORM.
* An organization exempt from tax under section
501(a), or an individual retirement plan Certain payments other than interest, dividends,
* The United States or any agency or instrumentality and patronage dividends that are not subject to
thereof. information reporting are also not subject to backup
* A State, the District of Columbia, a possession of witholding. For details, see the regulations under
the United States, or any subdivision or section 6041, 6041(A)(a), 6045 and 6050A.
instrumentality thereof.
* A foreign government, a political subdivision of a Privacy Act Notice--Section 6109 requires most
foreign government, or any agency or instrumentality recipients of dividend, interest, or other payments to
thereof. give taxpayer identification numbers to payers who must
* An international organization or any agency, or report the payments to IRS. IRS uses the numbers for
instrumentality thereof. identification purposes. Payers must be given the
* A registered dealer in securities or commodities numbers whether or not recipients are required to file
registered in the U.S. or a possession of the U.S. tax returns. Beginning January 1, 1984, payers must
* A real estate investment trust. generally withhold 20% of taxable interest, dividend
* A common trust fund operated by a bank under and certain other payments to a payee who does not
section 584(a) furnish a taxpayer identification number to a payer.
* An exempt charitable remainder trust or a non-exempt Certain penalties may also apply.
trust described in section 4947(a)(1).
* An entity registered at all times under the Penalties
Investment Company Act of 194D. (1) Penalty for Failure to Furnish Taxpayer
* A foreign central bank of issue. Identification Number--If you fail to furnish your
taxpayer identification number to a payer, you are
Payments or dividends and patronage dividends not subject to a penalty of $50 for each such failure
generally subject to backup withholding including the unless your failure is due to reasonable cause and not
following: to willful neglect.
* Payments to nonresident aliens subject to (2) Failure to Report Certain Dividend and Interest
withholding under section 1441. Payments--If you fail to include any portion of an
* Payments to partnerships not engaged in a trade or includible payment for interest, dividends, or
business in the U.S. and which have at least one patronage dividends in gross income such failure will
nonresident partner. be treated as being due to negligence and will be
* Payments of patronage dividends where the amount subject to a penalty of 5% on any portion of an under-
received is not paid in money. payment attributable to that failure unless there is
* Payments made by certain foreign organizations. clear and convincing evidence to the contrary.
* Payments made to a nominee. (3) Civil Penalty for False Information with Respect to
Withholding--If you make a false statement with no
Payments of interest not generally subject to backup reasonable basis which results in no imposition of
withholding include the following: backup withholding you are subject to a penalty of
* Payments of interest on obligations issued by $500.
individuals. Note: You may be subject to backup (4) Criminal Penalty for Falsifying Information--
withholding if this interest is $600 or more and is Falsifying certifications or affirmations may subject
paid in the course of the payer's trade or business you to criminal penalties including fines and/or
and you have not provided your correct taxpayer imprisonment.
identification number to the payer.
* Payments of tax-exempt interest (including exempt- FOR ADDITIONAL INFORMATION CONTACT YOUR TAX
interest dividends under Section 852). CONSULTANT OR THE INTERNAL REVENUE SERVICE
</TABLE>
<PAGE>
EXHIBIT (a) (7)
<PAGE>
THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A
SOLICITATION OF AN OFFER TO SELL SHARES. THE OFFER IS MADE
SOLELY BY THE OFFER TO PURCHASE DATED AUGUST 16, 1995 AND THE
RELATED LETTER OF TRANSMITTAL AND IS BEING MADE TO ALL HOLDERS OF
SHARES. THE OFFER IS NOT BEING MADE TO, NOR WILL TENDERS BE
ACCEPTED FROM OR ON BEHALF OF HOLDERS OF SHARES IN ANY
JURISDICTION IN WHICH THE MAKING OF THE OFFER OR THE ACCEPTANCE
THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION. IN ANY JURISDICTION THE SECURITIES, BLUE SKY OR
OTHER LAWS OF WHICH REQUIRE THE OFFER TO BE MADE BY A LICENSED
BROKER OR DEALER, THE OFFER SHALL BE DEEMED TO BE MADE ON BEHALF
OF THE PURCHASER BY ONE OR MORE REGISTERED BROKERS OR DEALERS
LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
Notice of Offer to Purchase for Cash
Any and All Outstanding Shares of Common Stock
Including the Associated Common Share Purchase Rights)
of
ABIGAIL ADAMS NATIONAL BANCORP, INC.
at
$21 NET PER SHARE
by
MARSHALL T. REYNOLDS
Marshall T. Reynolds, a West Virginia resident (the
"Purchaser"), is offering to purchase any and all of the
outstanding shares of common stock, par value $10.00 per share
(the "Common Stock") of Abigail Adams National Bancorp, Inc., a
Delaware corporation (the "Company"), including the associated
common share purchase rights (the "Rights") issued pursuant to
the Rights Agreement dated as of April 12, 1994, as amended by
First Amendment to Rights Agreement dated as of April 20, 1995
(as amended, the "Rights Agreement") between the Company and The
First National Bank of Maryland as Rights Agent (the Common Stock
and Rights together are referred to as the "Shares"), at a
purchase price of $21 per Share, net to the seller in cash, upon
the terms and subject to the conditions set forth in the Offer to
Purchase dated August 16, 1995 (the "Offer to Purchase") and in
the related Letter of Transmittal (which together constitute the
"Offer"). Unless the context requires otherwise, all references
to Shares shall include any and all rights associated therewith.
As of the date hereof, the Purchaser is the beneficial owner of
120,538 Shares, representing approximately 42.3% of the
outstanding Shares. Certain associates of Purchaser are the
beneficial owners, as of the date hereof, of 82,500 Shares, so
that Purchaser and these associates own in the aggregate 203,038
Shares, representing approximately 71.3% of the outstanding
Shares. Purchaser's associates have advised Purchaser that they
have no intention of tendering any Shares pursuant to the Offer.
---------------------------------------------------------------------------
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 NOON, WASHINGTON, D.C.
TIME, ON FRIDAY, SEPTEMBER 15, 1995, UNLESS THE OFFER IS EXTENDED.
----------------------------------------------------------------------------
<PAGE>
THE OFFER IS NOT CONDITIONED UPON (I) ANY MINIMUM NUMBER OF
SHARES BEING TENDERED, (II) THE PURCHASER OBTAINING ANY
FINANCING, OR (III) THE OBTAINING OF ANY REGULATORY APPROVALS.
The term "Expiration Date" shall mean 12:00 Noon,
Washington, D.C. time, on Friday, September 15, 1995, unless and
until the Purchaser, in his sole discretion, shall have extended
the period of time during which the Offer is open, in which event
the term "Expiration Date" shall mean the latest time and date at
which the Offer, as so extended by the Purchaser, shall expire.
The Purchaser does not presently intend to extend the Offer.
The Purchaser expressly reserves the right, by giving oral
or written notice thereof to The First National Bank of Maryland
(the "Depositary"), and subject to complying with applicable
rules and regulations of the Securities and Exchange Commission
(the "Commission"), to (i) extend the period of time during which
the Offer is open and, subject to withdrawal rights, retain all
tendered Shares until the expiration of the Offer, as extended,
subject to the terms of the Offer, (ii) waive any unsatisfied
condition or conditions and, subject to any required extension,
accept for payment all tendered Shares and not extend the Offer,
(iii) delay purchase of or payment for Shares until the
satisfaction or waiver of the conditions of the Offer even though
the Offer has expired or (iv) amend the Offer in any respect
which the Purchaser determines in his sole discretion is not
materially adverse to tendering stockholders. Any extension,
waiver, delay, amendment or termination will be followed as
promptly as practicable, to the extent required by applicable
law, by public announcement thereof, such announcement in the
case of an extension to be issued no later than 9:00 a.m.,
Washington, D.C. time, on the next business day after the
previously scheduled Expiration Date.
Upon the terms and subject to the conditions of the Offer
(including the terms and conditions of any extension or
amendment), the Purchaser will purchase, by accepting for
payment, and will pay for, all Shares under the terms of the
Offer which are validly tendered prior to the Expiration Date
(and not properly withdrawn in accordance with Section 4 of the
Offer to Purchase) as promptly as practicable after the
Expiration Date. Payment for Shares purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of
(i) certificates representing such Shares or a timely
confirmation of a book-entry transfer (Book Entry Confirmation")
of such Shares into the Depositary's account at a Book-Entry
Transfer Facility described in the Offer to Purchase pursuant to
the procedures set forth in Section 3 of the Offer to Purchase,
(ii) a properly completed and duly executed Letter of Transmittal
(or a facsimile thereof), with any required signature guarantees,
and (iii) any other documents required by the Letter of
Transmittal. For purposes of the Offer, the Purchaser will be
deemed to have accepted for payment tendered Shares if, as and
when the Purchaser gives oral or written notice to the Depositary
of the Purchaser's acceptance of such Shares for payment.
Payment for Shares purchased pursuant to the Offer will be made
by deposit of the purchase price therefor with the Depositary,
which will act as agent for tendering stockholders for the
purpose of receiving payment from the Purchaser and transmitting
payment to tendering stockholders whose Shares have been accepted
for payment. Under no circumstances will interest be paid by the
Purchaser by reason of any delay in making such payment.
Tenders of Shares pursuant to the Offer are irrevocable,
except that Shares tendered may be withdrawn at any time prior to
the Expiration Date and, unless theretofore accepted for payment
by the Purchaser as provided in the Offer to Purchase, may also
be withdrawn at any time after October 16, 1995. For a
withdrawal to be effective, a written, telegraphic, telex or
facsimile transmission notice of withdrawal must be timely
received by the Depositary. Any such notice of withdrawal must
specify the name of the person who tendered the Shares to be
withdrawn, the number of Shares to be withdrawn and the name of
the registered holder, if different from that of the person who
tendered such Shares. If certificates evidencing Shares
<PAGE>
have been delivered or otherwise identified to the Depositary, then prior to
the release of such certificates, the tendering stockholder must also submit
the serial numbers shown on the particular certificates evidencing the Shares
to be withdrawn, and the signature on the notice of withdrawal must be
guaranteed by an Eligible Institution (as defined in the Offer to Purchase)
(except in the case of Shares tendered for the account of any Eligible
Institution). If Shares have been tendered pursuant to the procedure for
book-entry transfer set forth in Section 3 of the Offer to Purchase, the
notice of withdrawal must also specify the name and number of the account at
the applicable Book-Entry Transfer Facility to be credited with the withdrawn
Shares. All questions as to the form and validity (including time of
receipt) of notices of withdrawal will be determined by the Purchaser, in his
sole discretion, whose determination shall be final and binding on all
parties. Any Shares properly withdrawn will be deemed not validly tendered
for purposes of the Offer, but may be retendered at any subsequent time prior
to the Expiration Date by following any of the procedures described in
Section 3 of the Offer to Purchase. None of the Purchaser, the Depositary,
the Information Agent named below or any other person will be under any duty
to give notification of any defects or irregularities in any notice of
withdrawal or incur any liability for failing to give such notification.
The information required to be disclosed by Rule 14d-6(e)(1)(vii) under
the Securities Exchange Act of 1934, as amended, is contained in the Offer to
Purchase and is incorporated herein by reference.
The Purchaser has been provided by the Company with a list of the
Company's stockholders. This Offer to Purchase and the Letter of Transmittal
will be mailed to record holders of Shares and will be furnished to brokers,
dealers, commercial banks, trust companies and similar persons whose names or
the names of whose nominees appear on the Company's stockholder list or, if
applicable, who are listed as participants in a clearing agency's security
position listing, for subsequent transmittal to beneficial owners of Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION THAT SHOULD BE READY CAREFULLY BEFORE ANY DECISION IS
MADE WITH RESPECT TO THE OFFER.
Questions and requests for copies of the Offer to Purchase and the
related Letter of Transmittal and other Offer materials may be directed to
the Information Agent as set forth below, which will promptly furnish copies
at the Purchaser's expense, or to brokers, dealers, commercial banks or trust
companies, which will be reimbursed by the Purchaser for reasonable expenses
incurred by them in forwarding material to their customers. The Purchaser
will not pay any fees or commissions to any broker or dealer or other person
(other than the Information Agent) for soliciting tenders of Shares pursuant
to the Offer.
The Information Agent for the Offer is:
THE FIRST NATIONAL BANK OF MARYLAND
Corporate Trust Operations - 7th Floor
110 Paca Street - BANC 109-754
P.O. Box 1596
Baltimore, Maryland 21203
Call Toll Free: 1-800-624-4116
or Collect: 1-410-613-3071
August 16, 1995
<PAGE>
EXHIBIT (a) (8)
<PAGE>
NEWS RELEASE
From: MARSHALL T. REYNOLDS For Release: IMMEDIATELY
Contact: ________________
________________
(___) __________
MARSHALL T. REYNOLDS MAKES CASH OFFER
FOR ABIGAIL ADAMS NATIONAL BANCORP, INC.
Washington, DC -- August 16, 1995 -- Marshall T. Reynolds
announced that he commenced today a cash tender offer at a
purchase price of $21 net per share for any and all outstanding
shares of common stock of Abigail Adams National Bancorp, Inc.,
including the associated common share purchase rights. Mr.
Reynolds currently beneficially owns, with his wife, 120,538
shares of common stock, constituting approximately 42.3% of the
outstanding shares.
The offer is not conditioned upon (i) any minimum number of
shares being tendered, (ii) Mr. Reynolds obtaining any financing,
or (iii) the obtaining of any regulatory approvals.
On July 21, 1995, Mr. Reynolds and his wife purchased
120,538 shares from Citibank, N.A. for a purchase price of $17
per share. Certain other assignees of Mr. Reynolds purchased
another 82,500 shares from Citibank, NA for a purchase price of
$17 per share. Pursuant to an Agreement entered into with
Abigail Adams National Bancorp, Inc., Mr. Reynolds was required
to commence a tender offer within twenty (20) business
- More -
<PAGE>
days of his purchase of shares held by Citibank, N.A. Neither
Mr. Reynolds nor his wife were owners of Abigail Adams National
Bancorp, Inc. shares prior to the acquisition from Citibank.
The offer and withdrawal rights will expire at 12:00 noon,
Washington, DC time, on Friday, September 15, 1995, unless
extended. Mr. Reynolds currently does not intend to extend the
offer. The terms and conditions of the offer are set forth in
tender offer materials to be filed today with the Securities and
Exchange Commission. The materials will be mailed promptly to
Abigail Adams National Bancorp, Inc. stockholders.
It is estimated that the total cost to consummate the offer
will be approximately $1,747,926. Mr. Reynolds will provide all
of the funds required for the offer from borrowing and from his
personal funds. Mr. Reynolds is the former chairman of the board
of directors of Key Centurion Bancshares, Inc. (now as a result
of a merger known as Banc One West Virginia Corporation) and is
presently the president, chairman of the board of directors and
majority shareholders of Champion Industries, Inc. (commercial
printing and office products) (NASDAQ/NMS-CHMP).
Abigail Adams National Bancorp, Inc., headquartered in
Washington, DC, is the parent corporation of Adams National Bank,
N.A., a Washington, DC national banking institution.
- # # # -
