<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
ABIGAIL ADAMS NATIONAL BANCORP. INC.
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
003390101
------------------------------
(CUSIP Number)
Thomas J. Murray, Esq.
Huddleston, Bolen, Beatty, Porter & Copen
P.O. Box 2185
611 Third Avenue
Huntington, WV 25722
(304) 529-6181
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(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
APRIL 21, 1995
--------------------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b) (3) or (4), check the following box. / /
Check the following box if a fee is being paid with the statement. / /
This Document Consists of 150 Pages. An
Exhibit Index Appears on Sequentially
Numbered Page 26.
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Marshall T. Reynolds
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person With 10. Shared Dispositive Power: 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / X /
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: IN
___________________________
(1) The Reporting Person has entered into a Stock Purchase Agreement dated as
of April 21, 1995 with Citibank, N.A., in which he has agreed to acquire between
191,932 and 203,038 shares of the Common Stock of Abigail Adams National
Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding
shares thereof based on the number of shares reported outstanding in Bancorp's
Form 10-K filed for the year ended December 31, 1994. Unless and until such
acquisition is consummated, the Reporting Person disclaims beneficial ownership
of the shares covered thereby.
i
<PAGE>
CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Shirley A. Reynolds
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person With 10. Shared Dispositive Power: 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / X /
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: IN
___________________________
(1) The Reporting Person, together with other Reporting Persons, has entered
into an Assignment dated April 28, 1995 of certain rights and obligations under
a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A.,
pursuant to which she and other Reporting Persons have agreed to acquire between
191,932 and 203,038 shares of the Common Stock of Abigail Adams National
Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding
shares thereof based on the number of shares reported outstanding in Bancorp's
Form 10-K filed for the year ended December 31, 1994. Unless and until such
acquisition is consummated, the Reporting Person disclaims beneficial ownership
of the shares covered thereby.
ii
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Robert H. Beymer
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF/OO
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person With 10. Shared Dispositive Power: 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / X /
13. Percent of Class Represented by Amount in Row 11: 0% (1)
14. Type of Reporting Person: IN
___________________________
(1) The Reporting Person, together with other Reporting Persons, has entered
into an Assignment dated April 28, 1995 of certain rights and obligations under
a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A.,
pursuant to which he and other Reporting Persons have agreed to acquire between
191,932 and 203,038 shares of the Common Stock of Abigail Adams National
Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding
shares thereof based on the number of shares reported outstanding in Bancorp's
Form 10-K filed for the year ended December 31, 1994. Unless and until such
acquisition is consummated, the Reporting Person disclaims beneficial ownership
of the shares covered thereby.
iii
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Barbara W. Beymer
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF/OO
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person With 10. Shared Dispositive Power: 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. /X/
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: IN
___________________________
(1) The Reporting Person, together with other Reporting Persons, has entered
into an Assignment dated April 28, 1995 of certain rights and obligations under
a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A.,
pursuant to which she and other Reporting Persons have agreed to acquire between
191,932 and 203,038 shares of the Common Stock of Abigail Adams National
Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding
shares thereof based on the number of shares reported outstanding in Bancorp's
Form 10-K filed for the year ended December 31, 1994. Unless and until such
acquisition is consummated, the Reporting Person disclaims beneficial ownership
of the shares covered thereby.
iv
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Robert L. Shell, Jr
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person With 10. Shared Dispositive Power: 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / X /
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: IN
___________________________
(1) The Reporting Person, together with other Reporting Persons, has entered
into an Assignment dated April 28, 1995 of certain rights and obligations under
a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A.,
pursuant to which he and other Reporting Persons have agreed to acquire between
191,932 and 203,038 shares of the Common Stock of Abigail Adams National
Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding
shares thereof based on the number of shares reported outstanding in Bancorp's
Form 10-K filed for the year ended December 31, 1994. Unless and until such
acquisition is consummated, the Reporting Person disclaims beneficial ownership
of the shares covered thereby.
v
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Thomas W. Wright
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: Kentucky
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person With 10. Shared Dispositive Power: 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes /X/
Certain Shares.
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: IN
___________________________
(1) The Reporting Person, together with other Reporting Persons, has entered
into an Assignment dated April 28, 1995 of certain rights and obligations under
a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A.,
pursuant to which he and other Reporting Persons have agreed to acquire between
191,932 and 203,038 shares of the Common Stock of Abigail Adams National
Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding
shares thereof based on the number of shares reported outstanding in Bancorp's
Form 10-K filed for the year ended December 31, 1994. Unless and until such
acquisition is consummated, the Reporting Person disclaims beneficial ownership
of the shares covered thereby.
vi
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CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Deborah P. Wright
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: Kentucky
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person With 10. Shared Dispositive Power: 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / X /
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: IN
___________________________
(1) The Reporting Person, together with other Reporting Persons, has entered
into an Assignment dated April 28, 1995 of certain rights and obligations under
a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A.,
pursuant to which she and other Reporting Persons have agreed to acquire between
191,932 and 203,038 shares of the Common Stock of Abigail Adams National
Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding
shares thereof based on the number of shares reported outstanding in Bancorp's
Form 10-K filed for the year ended December 31, 1994. Unless and until such
acquisition is consummated, the Reporting Person disclaims beneficial ownership
of the shares covered thereby.
vii
<PAGE>
CUSIP. No. None
SCHEDULE 13D
1. Name of Reporting Person: Jeanne D. Hubbard
Social Security Number: ###-##-####
2. Check the Appropriate Box if a Member of a Group:
(a) / /
(b) / /
3. SEC Use Only
4. Source of Funds: BK/PF
5. Check Box if Disclosure of Legal proceedings is Required
Pursuant to Items 2(d) or 2(e). / /
6. Citizenship or Place of Organization: West Virginia
Number of 7. Sole Voting Power: 0(1)
Shares
Beneficially 8. Shared Voting Power: 0(1)
Owned by
Each 9. Sole Dispositive Power: 0(1)
Reporting
Person With 10. Shared Dispositive Power: 0(1)
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 0(1)
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. / X /
13. Percent of Class Represented by Amount in Row 11: 0%(1)
14. Type of Reporting Person: IN
___________________________
(1) The Reporting Person, together with other Reporting Persons, has entered
into an Assignment dated April 28, 1995 of certain rights and obligations under
a Stock Purchase Agreement dated as of April 21, 1995 with Citibank, N.A.,
pursuant to which she and other Reporting Persons have agreed to acquire between
191,932 and 203,038 shares of the Common Stock of Abigail Adams National
Bancorp, Inc. ("Bancorp") or approximately 67.4% to 71.3% of the outstanding
shares thereof based on the number of shares reported outstanding in Bancorp's
Form 10-K filed for the year ended December 31, 1994. Unless and until such
acquisition is consummated, the Reporting Person disclaims beneficial ownership
of the shares covered thereby.
viii
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ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this Schedule 13D
relates is the common stock, par value $10.00 per share, of Abigail Adams
National Bancorp, Inc. ("Bancorp Common Stock"). The address of the principal
executive offices of Abigail Adams National Bancorp, Inc. ("Bancorp") is 1627 K
Street, N.W., Washington, D.C. 20006.
ITEM 2. IDENTITY AND BACKGROUND.
I. Marshall T. Reynolds
(a) Name:
Marshall T. Reynolds
(b) Business address:
P.O. Box 2968
2450 1st Street
Huntington, West Virginia 25728-2968
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
President and over 60% stockholder, Champion Industries, Inc.
d/b/a Chapman Printing Company
P.O. Box 2968
Huntington, West Virginia 25728-2968
(commercial printing and office products)
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
No.
(e) Whether or not, during the last five years, such person was 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 or mandating activities subject to, Federal or State
securities laws or finding
1
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any violation with respect to such laws; and if so, identify and
describe such proceedings and summarize the terms of such judgment,
decree or final order:
No.
(f) Citizenship:
United States of America.
II. Shirley A. Reynolds
(a) Name:
Shirley A. Reynolds
(b) Business address:
1130 13th Avenue
Huntington, West Virginia 25701
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Homemaker
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
No.
(e) Whether or not, during the last five years, such person was 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 or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws;
and if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
No.
2
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(f) Citizenship:
United States of America.
III. Robert H. Beymer
(a) Name:
Robert H. Beymer
(b) Business address:
4341 Route 60 East
Huntington, West Virginia 25705
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
General Partner
Eastern Heights Shopping Center
4341 Route 60 East
Huntington, West Virginia 25705
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
No.
(e) Whether or not, during the last five years, such person was 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 or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws;
and if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
No.
3
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(f) Citizenship:
United States of America.
IV. Barbara W. Beymer
(a) Name:
Barbara W. Beymer
(b) Business address:
214 North Boulevard, West
Huntington, West Virginia 25701
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Homemaker
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
No.
(e) Whether or not, during the last five years, such person was 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 or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws;
and if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
No.
(f) Citizenship:
United States of America.
4
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V. Robert L. Shell, Jr.
(a) Name:
Robert L. Shell, Jr.
(b) Business address:
#5 Nichols Drive
Barboursville, West Virginia 25504
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Chairman of Board and 35% stockholder,
Guyan Machinery Co.
#5 Nichols Drive
Barboursville, West Virginia 25504
(Manufacturing of components of mine machinery and hydraulic
pumps)
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
No.
(e) Whether or not, during the last five years, such person was 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 or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws;
and if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
No.
(f) Citizenship:
United States of America.
5
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VI. Thomas W. Wright
(a) Name:
Thomas W. Wright
(b) Business address:
P.O. Box 716
Ashland, Kentucky 41105
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Group President, Brand Industrial Services, Inc.
806 Hoods Creek Pike
Ashland, Kentucky 41101
(industrial cleaning company)
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
No.
(e) Whether or not, during the last five years, such person was 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 or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws;
and if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
No.
(f) Citizenship:
United States of America.
6
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VII. Deborah P. Wright
(a) Name:
Deborah P. Wright
(b) Business address:
1517 Diederich Boulevard
Flatwoods, Kentucky 41139
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Homemaker
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
No.
(e) Whether or not, during the last five years, such person was 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 or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws;
and if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
No.
(f) Citizenship:
United States of America.
VIII.Jeanne D. Hubbard
(a) Name:
Jeanne D. Hubbard
7
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(b) Business address:
333 West 11th Avenue
Huntington, West Virginia 25701
(c) Present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted:
Consultant to First Guaranty Bank, 400 East Thomas Street,
Hammond, Louisiana
(d) Whether or not, during the last five years, such person has been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and, if so, give the dates, nature of
conviction, name and location of court, any penalty imposed, or other
disposition of the case:
No.
(e) Whether or not, during the last five years, such person was 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 or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws;
and if so, identify and describe such proceedings and summarize the
terms of such judgment, decree or final order:
No.
(f) Citizenship:
United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
Pursuant to a stock purchase agreement dated April 21, 1995 between
the Reporting Person Marshall T. Reynolds and Citibank, N.A. (the "Stock
Purchase Agreement"), Marshall T. Reynolds has agreed to acquire a minimum of
191,932 (the "Minimum Shares") and a maximum of 203,038 shares (the "Maximum
Shares") of Bancorp Common Stock currently held by Citibank, N.A. (the
"Acquisition"). A copy of the Stock Purchase Agreement is attached hereto as
Exhibit A and incorporated herein by reference
8
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and made a part hereof to the same extent as though set forth herein in full.
By Assignment dated April 28, 1995, Marshall T. Reynolds has assigned to the
other Reporting Persons the right to purchase certain of the shares covered by
the Stock Purchase Agreement, and the other Reporting Persons have assumed the
obligation to purchase same and have adopted all of Marshall T. Reynold's
representations, warranties, covenants and obligations set forth in the Stock
Purchase Agreement. A copy of the Assignment is attached hereto as Exhibit B
and incorporated herein by reference and made a part hereof to the same extent
as though set forth herein in full. The shares of Bancorp Common Stock to be
acquired by the Reporting Persons from Citibank, N.A. constitute 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
Reporting Persons have been advised by Citibank, N.A. that one or more events of
default have occurred and are continuing under the Loan Agreement and that
Citibank, N.A. has the authority, or as of consummation of the Acquisition will
have 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 is $17.00 per share, and the
aggregate amount of funds required for the Reporting Persons to purchase such
shares is $3,262,844 if the Minimum Shares are purchased and $3,451,646 if the
Maximum Shares are purchased.
The Reporting Persons understand that on April 12, 1994, the Board of
Directors of Bancorp declared a dividend of one common share purchase right (a
"Right") for each outstanding share of Bancorp Common Stock and entered into a
rights agreement with The First National Bank of Maryland, as rights agent (the
"Bancorp Rights Agreement"). The terms of the Rights and the Bancorp Rights
Agreement are set forth in a current report on Form 8-K filed by Bancorp with
the Securities and Exchange Commission ("SEC") on April 27, 1994. Without
amendment of the Bancorp Rights Agreement to permit the Acquisition and the
transactions contemplated by the Stock Purchase Agreement, the Reporting Persons
were unwilling to enter into the Stock Purchase Agreement.
Accordingly, Reporting Person Marshall T. Reynolds and Bancorp entered
into an Agreement dated April 20, 1995 (the "Bancorp Agreement"), pursuant to
which, among other things, (a) following the Acquisition, Reporting Person
Marshall T. Reynolds agreed to provide an opportunity to the stockholders of
Bancorp (other than Citibank, N.A.) to receive $21.00 per share in cash
9
<PAGE>
for the shares of Bancorp Common Stock held by them (the "Tender Offer") and (b)
Bancorp (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 Reporting
Persons or any of their "Affiliates" or "Associates" becoming an "Acquiring
Person" or an "Adverse Person" (as such terms are defined in the Bancorp Rights
Agreement) or enable or require any Rights under the Bancorp 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 Bancorp 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 Bancorp'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. A copy of the Bancorp Agreement is attached
hereto as Exhibit C and incorporated herein by reference and made a part hereof
to the same extent as though set forth herein in full.
Pursuant to the Bancorp Agreement, Bancorp and The First National Bank
of Maryland, as rights agent, entered into a First Amendment to Rights Agreement
dated April 20, 1995, amending the Bancorp 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
Bancorp Rights Agreement).
If all stockholders of Bancorp other than Citibank, N.A. tender all
outstanding shares of Bancorp Common Stock held by them (81,806 shares), an
additional $1,717,926 of funds will be required to acquire same pursuant to the
Tender Offer at $21.00 per share.
The Stock Purchase Agreement also provides that Reporting Person
Marshall T. Reynolds will deposit $325,000.00 in an escrow account (the
"Escrowed Funds"). The Escrowed Funds will be forfeited by Marshall T. Reynolds
in the event the Reporting Persons are unable to obtain all necessary regulatory
approvals to consummate the Acquisition or otherwise breach the Stock Purchase
Agreement and fail to cure such breach as provided therein. A copy of the
Escrow Agreement dated April 21, 1995 among Reporting Person Marshall T.
Reynolds, Citibank, N.A. and
10
<PAGE>
Citizens Bank of Maryland as Escrow Agent is attached hereto as Exhibit D and
incorporated herein by reference and made a part hereof to the same extent as
though set forth herein in full.
Consummation of the acquisition of Bancorp Common Stock is subject to
a number of other conditions as set forth in Article VI of the Stock Purchase
Agreement. Except with respect to any required regulatory approvals, the
Reporting Persons and Citibank, N.A. may waive the conditions to consummation of
such acquisition in accordance with Section 7.4 of the Stock Purchase Agreement.
The Stock Purchase Agreement also may be terminated by the Reporting Persons or
Citibank, N.A. in accordance with the provisions of Section 7.1 thereof.
The source of funds for this purchase for each of the Reporting
Persons is set forth below:
Marshall T. Reynolds and Shirley A. Reynolds will utilize $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 Bancorp Common Stock will be pledged or otherwise utilized to secure the
borrowing. A copy of the commitment letter regarding such line of credit is
attached as Exhibit E.
Robert H. Beymer and Barbara W. Beymer anticipate utilizing a
combination of personal funds, a $60,000 loan on life insurance policy cash
surrender value, 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), and $200,000 proceeds of intra-family loans not yet concluded to effect
the Acquisition. All such loans are unsecured.
Robert L. Shell, Jr. will utilize $459,000 available through two loan
commitments aggregating $559,000 from Bank One, West Virginia, NA. Loan #1 will
be 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
and one-half percent (1 1/2%).
Loan #2 will be in amount of $259,000, 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
and one-half percent (1 1/2%). Both loans are to be secured by first lien
11
<PAGE>
security interest and pledge of all shares of Bancorp Common Stock acquired by
Robert L. Shell, Jr., with a requirement that 70% loan balance to market value
of collateral be maintained. A second lien deed of trust on Mr. Shell's
personal residence will also be required. Additionally, Marshall T. Reynolds
will agree to purchase the Bancorp Common Stock 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. A copy
of the commitment letter to Mr. Shell is attached as Exhibit F.
Thomas W. Wright and Deborah P. Wright will utilize personal funds in
the Acquisition.
Jeanne D. Hubbard will utilize $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 Bancorp. No Bancorp Common Stock will be pledged or otherwise utilized to
secure the borrowing. A copy of the promissory note representing such line of
credit is attached as Exhibit G.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons' purpose in effecting the acquisition of Bancorp
Common Stock is to acquire a controlling interest in Bancorp, as an investment
which they expect will appreciate in value. Except as set forth in Item 3 and
Exhibits A, B and C, they have no current plans or proposals which relate to or
would result in any of the following, but reserve the right to seek to effect
any such matters in the future:
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or of
any of its subsidiaries;
(e) Any material change in the present capitalization or divided policy of
the issuer;
(f) Any other material change in the issuer's business or corporate
structure;
12
<PAGE>
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
The purchasers' present intention with respect to paragraphs (a), (d)
and (i) of this Item 4 are set forth below:
(a)
and
(i) As set forth in Item 3 hereof, the Bancorp Agreement provides that
Reporting Person Marshall T. Reynolds shall in the Tender Offer afford
all shareholders of Bancorp (other than Citibank, N.A.) the
opportunity to receive $21.00 per share in cash for shares of Bancorp
Common Stock held by them, which, if effected, would constitute the
acquisition of additional securities of the issuer by Reporting Person
Marshall T. Reynolds. Depending upon the number of shares of Bancorp
Common Stock so acquired, it is also possible that Bancorp Common
Stock would become eligible for termination of registration under
section 12(g)(4) of the Act, though it is impossible at this time to
predict the likelihood of such a result.
(d) The Reporting Persons plan to add three (3) directors to the board of
directors of Bancorp. The additional directors will be Jeanne D.
Hubbard, Robert L. Shell, Jr. and Marshall T. Reynolds. The Reporting
Persons have no other plans or proposals with respect to changing the
present board of directors or management of the issuer at this time.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Minimum Shares represent approximately 67.4% and the Maximum
Shares represent 71.3% of the outstanding shares of Bancorp Common Stock as
reported in Bancorp's 10-K for the year ended December 31, 1994. Unless and
until the Acquisition is consummated, the Reporting Persons disclaim beneficial
ownership of the shares of Bancorp Common Stock to be acquired in the
Acquisition.
13
<PAGE>
(b) Section 8.3 of the Stock Purchase Agreement provides that
notwithstanding any assignment by Reporting Person Marshall T. Reynolds of his
rights thereunder, and the assumption thereby by any assignee, Mr. Reynolds's
obligations are not modified or diminished thereby. Subject to the contractual
obligation of Marshall T. Reynolds to acquire all shares of Bancorp Common Stock
as provided in the Stock Purchase Agreement, his assignment to the other
Reporting Persons, and their assumption of obligations to acquire, will result,
upon consummation of the Acquisition, in the following beneficial ownership by
number of shares:
Sole Voting/ Shared Voting/
Dispositive Power Dispositive Power
----------------- -----------------
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-
(1) Upon any default under Robert L. Shell, Jr.'s loan commitment described in
Section 3, Marshall T. Reynolds would be required to purchase the shares of
Bancorp 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.
(c) Except as otherwise described herein, none of the Reporting Persons
beneficially own any shares of Bancorp Common Stock. Other than as described in
this Schedule 13D, no transactions in Bancorp Common Stock were effected during
the past 60 days by the Reporting Persons.
14
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
As noted above, the Reporting Persons have entered into the Stock
Purchase Agreement with Citibank, N.A., the Assignment from Reporting Person
Marshall T. Reynolds, the Bancorp Agreement with Bancorp and the Escrow
Agreement attendant to the Stock Purchase Agreement. Various of the Reporting
Persons have also entered into loan agreements for the borrowing of funds to
acquire Bancorp Common Stock. For a description of these documents, see Item 4
above.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Stock Purchase Agreement dated April 21, 1995 between Citibank,
N.A. and Reporting Person Marshall T. Reynolds
Exhibit B Assignment from Marshall T. Reynolds to other Reporting Persons
dated April 28, 1995
Exhibit C Bancorp Agreement dated April 20, 1995 between Abigail Adams
National Bancorp, Inc. and Marshall T. Reynolds
Exhibit D Escrow Agreement dated April 21, 1995 among Marshall T. Reynolds,
Citibank, N.A. and Citizens Bank of Maryland as Escrow Agent
Exhibit E Commitment Letter to Marshall T. Reynolds from United National
Bank dated January 10, 1995
Exhibit F Commitment Letter to Robert L. Shell, Jr. from Bank One, West
Virginia, NA dated January 30, 1995
Exhibit G Promissory Note dated January 5, 1995 from Jeanne D. Hubbard and
John L. Hubbard to Citizens Deposit Bank & Trust
Exhibit H Promissory Note dated March 30, 1995 from Robert H. Beymer to
Citizens Deposit Bank & Trust
Exhibit I Agreement as to filing per Rule 13d-1(f)(1)(iii)
SIGNATURE After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct. This statement is
filed on behalf of each and all of the persons signatory below.
15
<PAGE>
Dated: April 28, 1995
/s/ Marshall T. Reynolds /s/ Robert L. Shell, Jr.
------------------------------ ---------------------------
MARSHALL T. REYNOLDS ROBERT L. SHELL, JR.
/s/ Shirley A. Reynolds /s/ Thomas W. Wright
------------------------------ ---------------------------
SHIRLEY A. REYNOLDS THOMAS W. WRIGHT
/s/ Robert H. Beymer /s/ Deborah P. Wright
------------------------------ ---------------------------
ROBERT H. BEYMER DEBORAH P. WRIGHT
/s/ Barbara W. Beymer /s/ Jeanne D. Hubbard
------------------------------ ---------------------------
BARBARA W. BEYMER JEANNE D. HUBBARD
16
<PAGE>
EXHIBIT INDEX
-------------
Location In
Sequentially
Exhibit No. Description Numbered Copy
----------- ----------- --------------
Exhibit A Stock Purchase Agreement dated 27
April 21, 1995 between Citibank,
N.A. and Reporting Person
Marshall T. Reynolds
Exhibit B Assignment from Marshall T. 72
Reynolds to other Reporting
Persons dated April 28, 1995
Exhibit C Bancorp Agreement dated April 20, 75
1995 between Abigail Adams
National Bancorp, Inc. and
Marshall T. Reynolds
Exhibit D Escrow Agreement dated April 21, 135
1995 among Marshall T. Reynolds,
Citibank, N.A. and Citizens Bank
of Maryland as Escrow Agent
Exhibit E Commitment Letter to Marshall T. 140
Reynolds from United National
Bank dated January 10, 1995
Exhibit F Commitment Letter to Robert L. 142
Shell, Jr. from Bank One, West
Virginia, NA dated January 30, 1995
Exhibit G Promissory Note dated January 5, 145
1995 from Jeanne D. Hubbard and
John L. Hubbard to Citizens
Deposit Bank & Trust
Exhibit H Promissory Note dated March 30, 146
1995 from Robert H. Beymer to
Citizens Deposit Bank & Trust
Exhibit I Agreement as to filing per 150
Rule 13d-1(f)(1)(iii)
17
<PAGE>
STOCK PURCHASE AGREEMENT EXHIBIT A
STOCK PURCHASE AGREEMENT ("Stock Purchase Agreement" or "Agreement")
dated as of April 21, 1995, between CITIBANK, N.A. (the "Seller"), a national
banking association, and MARSHALL T. REYNOLDS (the "Purchaser").
W I T N E S S E T H
WHEREAS, the Seller has made a loan (the "Loan"), pursuant to a Loan
Agreement ("Loan Agreement") dated August 24, 1988, to Mark G. Griffin, the E.A.
Griffin Trust, Barbara D. Blum, Richard W. Naing, Maria L. Naing and the Wynmark
Trust (collectively, "Borrowers");
WHEREAS, payment of the Loan is secured by the pledge by the Borrowers
to the Seller of 203,038 shares (the "Shares") of the common stock, par value
$10.00 per share ("Bancorp Common Stock") of Abigail Adams National Bancorp,
Inc. ("Bancorp");
WHEREAS, one or more events of default have occurred and are
continuing under the Loan Agreement;
WHEREAS, the Seller has, or will have as of the Initial Closing (as
defined in Section 2.1(a) hereof), full right, power and authority to sell,
pursuant to Section 9-504 of the New York Uniform Commercial Code ("UCC"), at
least 191,932 of the Shares to Purchaser;
WHEREAS, the Seller wishes to sell all of the Shares to Purchaser, and
Purchaser wishes to purchase and acquire, in a UCC sale, all of the Shares from
the Seller (the "Acquisition"), all on the terms set forth herein; and
WHEREAS, the parties desire to provide for certain undertakings,
conditions, representations, warranties and covenants in connection with the
transactions contemplated hereby;
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows:
ARTICLE I
DEFINITIONS
"Adams" shall mean Adams National Bank, N.A., a national banking
association and a wholly owned, direct subsidiary of Bancorp.
<PAGE>
"Applicable Number of Shares" shall mean the greater of (i) the
maximum number of Shares that the Seller has the full right, power and authority
to sell and deliver to Purchaser as of the Initial Closing and (ii) 191,932 of
the Shares.
"Appropriate Federal Regulator" shall mean in the case of Adams, the
OCC, and in the case of Bancorp, the Federal Reserve Board or the Federal
Reserve Bank of Richmond.
"Bancorp Agreement" shall mean an agreement between Purchaser and
Bancorp executed prior hereto, a copy of which is attached hereto as Exhibit A,
pursuant to which, among other things, (a) Purchaser will provide an opportunity
to the stockholders of Bancorp (other than Seller) to receive $21.00 per share
in cash for the shares of Bancorp Common Stock held by them (defined therein as
the "Tender Offer"); and (b) Bancorp (i) agrees to take all actions necessary so
that the execution, delivery and performance of this Agreement and consummation
of the Acquisition as contemplated by this Agreement and the Tender Offer do not
and will not result in Purchaser, any of his Permitted Assignees, or any of
their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse
Person" (as such terms are defined in the Bancorp Rights Agreement) under the
Bancorp Rights Agreement or enable or require any Rights under the Bancorp
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 Bancorp
Rights Agreement, (ii) agrees not to take any action to oppose or impede
consummation of the Acquisition, and (iii) agrees to take all actions necessary
so that the execution and delivery of this Agreement, consummation of the
Acquisition and consummation of the Tender Offer do not constitute a "Change in
Control" under the terms of any of the severance agreements referenced in Item 5
of Bancorp'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.
"Bancorp Rights Agreements" shall mean the Rights Agreement dated as
of April 12, 1994 between Bancorp and The First National Bank of Maryland, as
Rights Agent, as such may be amended from time to time.
"Business Day" shall mean any day other than Saturday, Sunday or a day
on which commercial banks located either in the District of Columbia or the City
of New York are required or permitted to be closed.
2
<PAGE>
"Closing Date" shall mean the Initial Closing Date or a Subsequent
Closing Date, as applicable, each as defined in Section 2.1 hereof.
"Commission" shall mean the Securities and Exchange Commission.
"Closing Deadline" shall mean the later of (a) the close of business
on July 21, 1995; or (b) such other date as may be applicable pursuant to
Section 2.1(b) of this Agreement.
"Deposit" shall have the meaning specified in Section 2.2 hereof.
"Designated Account" shall mean an account of the Seller at a
commercial bank that is designated in a written notice provided to Purchaser at
least two Business Days prior to the Closing Date or other payment date.
"Escrowed Funds" shall have the meaning specified in Section 2 of the
Escrow Agreement attached hereto as Exhibit B.
"FDIA" shall mean the Federal Deposit Insurance Act, as amended.
"FDIC" shall mean the Federal Deposit Insurance Corporation, or any
successor thereto.
"Federal Reserve Board" shall mean the Board of Governors of the
Federal Reserve System.
"Material Adverse Change" shall mean an event or condition described
in Section 6.3(e) of this Agreement that has occurred and is continuing at a
time and under circumstances described in Section 6.3(e) of this Agreement.
"OCC" shall mean the Office of the Comptroller of the Currency.
"Previously Disclosed" shall mean disclosed on or prior to the date
hereof in a letter from the party making such disclosure specifically referring
to this Agreement and delivered to the other party.
"Purchase Price" shall mean an amount equal to (i) $17.00 multiplied
by (ii) the Applicable Number of Shares.
"Remaining Shares" shall mean any of the Shares that are not sold and
delivered to Purchaser at the Initial Closing.
3
<PAGE>
Other terms used herein are defined in the preamble and elsewhere in
this Agreement.
ARTICLE II
PURCHASE AND SALE OF SHARES
2.1 Acquisition of Shares
---------------------
(a) The transactions contemplated by this Agreement shall be
consummated at a Closing (the "Initial Closing") to be held at the offices of
Covington & Burling, 1201 Pennsylvania Avenue, Washington, DC, or such other
place which shall be agreed to by the Seller and Purchaser, on the earlier of
(i) the date on which all conditions precedent contained in this Agreement have
been satisfied, but in no event later than the third Business Day following the
date on which the condition specified in Section 6.3(d) has been satisfied or
(ii) the Closing Deadline, or on such other date as the Seller and Purchaser may
agree in writing (the "Initial Closing Date"). Notwithstanding the foregoing,
unless the Seller and Purchaser otherwise agree in writing, the Initial Closing
shall take place no later than the Closing Deadline (as such may be extended
pursuant to Section 2.1(b) of this Agreement).
(b) Unless extended pursuant to this Section 2.1(b) or pursuant to
the written agreement of the parties as provided in Section 7.4, the Closing
Deadline for the Initial Closing Date shall be July 21, 1995. Provided that
Purchaser has satisfied the conditions set forth in this Section 2.1(b),
Purchaser shall have the right to extend the Closing Deadline one time (an
"Extension Right"), for an additional thirty day period (an "Extension Period").
An Extension Right may be exercised by Purchaser only if (i) as of the
commencement of the Extension Period the Seller does not have the right to
terminate this Agreement pursuant to Section 7.1(b) of this Agreement; (ii)
Purchaser has not received any regulatory disapproval or denial in connection
with this Agreement; (iii) the condition specified in Section 6.3(d) has not
been satisfied; (iv) Purchaser shall have notified Seller in writing of its
intent to exercise the Extension Right not more than ten days prior to the
Closing Deadline; (v) Purchaser shall have made a payment (an "Extension
Payment") in the amount of $50,000.00 in immediately available funds not later
than five days prior to the Closing Deadline to the Designated Account, or if no
Designated Account has been designated by Seller, by check payable to Seller.
No Extension Right may be exercised until the period commencing ten days prior
to the applicable Closing Deadline. Purchaser's notice of intent to exercise
the Extension Right shall state the reasons for the exercise of such Extension
Right.
4
<PAGE>
(c) At the Initial Closing, upon satisfaction of the conditions
contained in Article VI hereof, the Seller shall sell and deliver to Purchaser,
and Purchaser shall purchase from the Seller, the Applicable Number of Shares,
and in exchange therefor Purchaser shall pay to the Seller, by application of
the Escrowed Funds and wire transfer to the Designated Account or by check if no
Designated Account has been designated by the Seller, an amount equal to the
Purchase Price. At the Initial Closing, the Seller shall deliver to Purchaser
certificates representing the Applicable Number of Shares, together with duly
executed stock powers filled in blank, and shall take all reasonable actions at
the Initial Closing and thereafter (excluding delivering any legal opinions), at
the request of Purchaser, necessary to accomplish the transfer of the Applicable
Number of Shares to Purchaser.
(d) During the six month period following the Initial Closing, Seller
shall, within three Business Days after the time at which it obtains the full
right, power and authority to sell and deliver any of the Remaining Shares to
Purchaser, deliver a written notice ("Remaining Shares Notice") to Purchaser
specifying the number of Remaining Shares as to which it has obtained full
right, power and authority to sell and deliver to Purchaser. A closing (a
"Subsequent Closing") with respect to such Shares shall be held within twenty
(20) Business Days after Seller so notifies Purchaser (such date being a
"Subsequent Closing Date"). Provided, however, that if the Remaining Shares
Notice is given at any time after Purchaser has publicly announced a tender
offer for Bancorp Common Stock and before expiration of the period, including
extensions, during which shares of Bancorp Common Stock tendered thereunder may
be accepted or rejected, the Subsequent Closing Date shall be postponed until
after expiration of such period or such other time as Purchaser may purchase the
Remaining Shares covered by such Remaining Shares Notice consistent with
applicable law and regulations, and Seller covenants and agrees that it shall
not tender any Remaining Shares pursuant to any such tender offer. At any
Subsequent Closing, upon satisfaction of the conditions contained in Article VI
hereof, the Seller shall sell and deliver to Purchaser, and Purchaser shall buy
and accept from Seller, the number of Remaining Shares specified in the
applicable Remaining Shares Notice by delivering to Purchaser certificates
representing such Shares, together with duly executed and witnessed stock powers
filled in blank, and Purchaser shall pay to the Seller, by wire
5
<PAGE>
transfer to the Designated Account or by check if no Designated Account has been
designated by the Seller, an amount equal to the number of Remaining Shares
being sold to Purchaser at such Subsequent Closing multiplied by $17.00.
2.2 Deposit
-------
Concurrently with execution by Purchaser and Seller of this Agreement,
Purchaser shall deliver to Citizens Bank of Maryland, Trust Department, 14401
Sweitzer Lane, Laurel, Maryland 20707 (or another financial institution
reasonably acceptable to the parties hereto) as escrow agent (the "Escrow
Agent"), $325,000 in immediately available funds (the "Deposit"), and Purchaser
and the Seller concurrently herewith shall execute and deliver the Escrow
Agreement substantially in the form attached hereto as Exhibit B (the "Escrow
Agreement"). The Deposit shall be held and distributed by the Escrow Agent in
accordance with the Escrow Agreement.
ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE SELLER
Except as Previously Disclosed, the Seller hereby represents and
warrants to Purchaser as follows:
3.1 Organization, Good Standing and
Authority of the Seller
-----------------------
The Seller is a national bank duly organized, validly existing and in
good standing under the laws of the United States.
3.2 Warranty of Title to the Shares
-------------------------------
(a) The Seller has, or will have as of the Initial Closing, the
ability to transfer valid title to the Applicable Number of Shares to Purchaser,
pursuant to Section 9-504 of the UCC and, upon their transfer to Purchaser
pursuant to Section 2.1, Purchaser will have valid title to the Applicable
Number of Shares free and clear of any pledges, liens, security interests,
options, restrictions on transfer or other encumbrances, other than those
imposed through acts of Purchaser or by applicable State or Federal securities
laws, rules or regulations.
(b) Upon the transfer to Purchaser of any Remaining Shares pursuant
to Section 2.1 of this Agreement, Purchaser will have valid title to such
Remaining Shares free and clear of any pledges, liens, security interests,
options, restrictions on transfer or other encumbrances, other than those
imposed through acts of Purchaser or by applicable State or Federal securities
laws, rules or regulations.
6
<PAGE>
3.3 Authorized and Effective Agreement
----------------------------------
(a) The Seller has all requisite corporate power and authority to
enter into and to perform all of its obligations under this Agreement. As of
the date hereof, the Seller has all requisite corporate power and authority to
hold the Shares as collateral for the Loan. The execution and delivery of this
Stock Purchase Agreement and consummation of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate action
in respect thereof on the part of the Seller. This Stock Purchase Agreement
constitutes a legal, valid and binding obligation of the Seller, which is
enforceable against the Seller in accordance with its terms, subject, as to
enforceability, to bankruptcy, insolvency, receivership or conservatorship and
other laws of general applicability relating to or affecting creditors' rights
and to general equity principles.
(b) Neither the execution and delivery of this Stock Purchase
Agreement nor consummation of the transactions contemplated hereby, nor
compliance by the Seller with any of the provisions hereof shall (i) conflict
with or result in a breach of any provision of the articles of association or
by-laws of Seller, (ii) constitute or result in a breach of any term, condition
or provision of, or constitute a default under, or give rise to any right of
termination, cancellation or acceleration with respect to, the Loan Agreement or
any related documents, or (iii) subject to receipt of all required governmental
approvals, violate any order, writ, injunction, decree, statute, regulation
applicable to the Seller.
3.4 Legal Proceedings
-----------------
To the best of the Seller's knowledge (Seller having no duty of
inquiry) as of the date of Seller's execution and delivery of this Agreement,
there are no actual pending actions, suits or proceedings which present a claim
to restrain or prohibit the transactions contemplated herein, except for
Delaware Court of Chancery proceedings C.A. 13464 and C.A. 13810.
3.5 SELLER'S DISCLAIMER OF REPRESENTATIONS
AND WARRANTIES
--------------------------------------
PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY STATED IN
THIS AGREEMENT, SELLER HAS NOT MADE, DOES NOT MAKE, AND SPECIFICALLY DISCLAIMS
ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES
OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS OR IMPLIED, ORAL OR
WRITTEN, PAST, PRESENT OR FUTURE, OF, AS TO, OR CONCERNING OR WITH RESPECT TO
BANCORP, ADAMS OR THE SHARES.
7
<PAGE>
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION
PROVIDED OR TO BE PROVIDED TO PURCHASER WITH RESPECT TO BANCORP, ADAMS OR THE
SHARES WAS OR WILL BE OBTAINED FROM A VARIETY OF SOURCES AND THAT SELLER HAS NOT
MADE ANY INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH INFORMATION AND MAKES
NO REPRESENTATION OR WARRANTY AS TO THE ACCURACY OR COMPLETENESS OF SUCH
INFORMATION. SELLER IS NOT LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR
WRITTEN STATEMENTS, REPRESENTATIONS, APPRAISALS, EVALUATIONS, REPORTS OR OTHER
INFORMATION PERTAINING TO BANCORP, ADAMS OR THE SHARES AS MAY HAVE BEEN
FURNISHED TO PURCHASER BY SELLER OR ITS AGENTS OR REPRESENTATIVES.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT TO THE MAXIMUM EXTENT
PERMITTED BY LAW, THE SALE OF THE SHARES AS PROVIDED IN THIS AGREEMENT IS MADE
WITHOUT RECOURSE ON AN "AS IS", "WHERE IS" CONDITION AND BASIS WITH ALL FAULTS
EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS
ARTICLE III. IT IS UNDERSTOOD AND AGREED THAT THE SHARES WILL BE SOLD BY SELLER
AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING EXCEPT FOR THE
REPRESENTATIONS AND WARRANTIES OF SELLER CONTAINED IN THIS ARTICLE III.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT IT IS AWARE THAT THE
SHARES (A) HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "ACT") OR ANY OTHER STATE OR FEDERAL SECURITIES STATUTE, THAT BANCORP HAS
NO OBLIGATION OR INTENTION TO REGISTER THE SHARES, OR TO TAKE ANY ACTION SO AS
TO PERMIT SALES PURSUANT TO THE ACT, AND THAT SELLER HAS NO OBLIGATION OR
INTENTION TO CAUSE THE SHARES TO BE REGISTERED OR TO TAKE ANY ACTION SO AS TO
PERMIT SALES PURSUANT TO THE ACT, (B) WILL NOT BE LISTED ON ANY STOCK OR OTHER
SECURITIES EXCHANGE, (C) WILL CARRY NO RATING BY ANY RATING SERVICE, AND (D)
WILL NOT BE READILY MARKETABLE. PURCHASER UNDERSTANDS THAT BECAUSE OF THE ACT,
PURCHASER WILL BE PRECLUDED FROM MAKING ANY TRANSFER OR OTHER DISPOSITION OF ANY
OF THE SHARES FOR AN INDEFINITE PERIOD UNLESS A SPECIFIC EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE ACT IS AVAILABLE WITH RESPECT TO ANY PARTICULAR
TRANSACTION OR UNLESS THE SHARES HAVE BEEN REGISTERED PURSUANT TO THE ACT.
PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THE SHARES WILL BEAR AN
APPROPRIATE RESTRICTIVE LEGEND TO THE EFFECT THAT THE SHARES MAY NOT BE SOLD OR
TRANSFERRED WITHOUT REGISTRATION OR THE AVAILABILITY OF A VALID EXEMPTION FROM
REGISTRATION, AND THAT AN ACCEPTABLE OPINION OF COUNSEL MAY BE REQUIRED BY THE
ISSUER.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
Except as Previously Disclosed, Purchaser hereby represents and
warrants to the Seller as follows:
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4.1 Authorized and Effective Agreement
----------------------------------
(a) Purchaser has all requisite power and authority to enter into and
perform all of its obligations under this Stock Purchase Agreement. The
execution and delivery of this Stock Purchase Agreement and consummation of the
transactions contemplated hereby have been duly and validly authorized by all
necessary action in respect thereof on the part of Purchaser. This Stock
Purchase Agreement constitutes a legal, valid and binding obligation of
Purchaser, enforceable against it in accordance with its terms subject, as to
enforceability, to bankruptcy, insolvency and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles. Purchaser's consummation of the transactions contemplated by this
Agreement is not contingent upon financing.
(b) Neither the execution and delivery of this Stock Purchase
Agreement, nor consummation of the transactions contemplated hereby, nor
compliance by Purchaser with any of the provisions hereof shall (i) constitute
or result in a breach of any term, condition or provision of, or constitute a
default under, or give rise to any right of termination, cancellation or
acceleration with respect to, or result in the creation of any lien, charge or
encumbrance upon any property or asset of Purchaser pursuant to, any note, bond,
mortgage, indenture, license, agreement or other instrument or obligation, or
(ii) violate any order, writ, injunction, decree, statute, rule or regulation
applicable to Purchaser.
4.2 Legal Proceedings: Regulatory Approvals
---------------------------------------
To the best of Purchaser's knowledge as of the date of Purchaser's
execution and delivery of this Agreement, there are no actual actions, suits or
proceedings which present a claim to restrain or prohibit the transactions
contemplated herein. No fact or condition relating to Purchaser known to
Purchaser exists that would prohibit Purchaser from obtaining all of the
regulatory approvals contemplated herein.
4.3 Purchaser's Due Diligence
-------------------------
At the time of the execution of this Agreement, Purchaser shall have
made such examination, review and investigation of the facts and circumstances
necessary to evaluate Bancorp, Adams and the Shares as it has deemed necessary
or appropriate to form a basis for its decision to purchase the Shares.
Purchaser is assuming all risk with respect to the completeness, accuracy or
sufficiency of its examination, review and investigation. Purchaser has agreed
to the Purchase Price on the basis of its own independent investigation and
evaluation of Bancorp and Adams and
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has not sought or relied upon any representations, warranties, information,
covenants or agreements of Seller (other than the express representations and
warranties set forth in this Agreement).
4.4 Sophistication; Investment Intent; Legend
-----------------------------------------
Purchaser, his Permitted Assignees and their respective agents and
representatives have such knowledge and experience in financial and business
matters as to enable them to utilize the information made available to them in
connection with the purchases contemplated hereby, to evaluate the merits and
risks of an investment in Bancorp and to make an informed decision with respect
thereto. Purchaser and Permitted Assignees are acquiring the shares of Bancorp
common stock hereunder for their own account for investment only and not with a
view to making a distribution thereof within the meaning of the Securities Act
of 1933 (the "1933 Act"). Such shares will not be sold or transferred by
Purchaser or Permitted Assignees in violation of the securities laws of the
United States or any state thereof or other jurisdiction. Purchaser and
Permitted Assignees understand and agree that the certificate or certificates
representing such shares will bear a legend substantially to the effect set
forth below:
The securities represented by this certificate have not been
registered under either the Securities Act of 1933 (the
"Act") or applicable state or foreign securities laws (the
"Other Acts") and shall not be sold or otherwise disposed of
for value by the holder hereof except upon registration of
such sale or disposition in accordance with the securities
registration requirements of the Act or any applicable Other
Acts, or pursuant to an exemption from such registration
requirements.
ARTICLE V
COVENANTS
5.1 Applications
------------
As promptly as practicable after the date hereof, Purchaser shall
submit applications for prior approval of the transactions contemplated herein
to the Federal Reserve Board, or any other federal, state or local government
agency, department or body the approval of which is required for consummation of
the Acquisition, and diligently pursue all such governmental approvals of such
applications. Except to the extent prohibited by law,
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rule, regulation or order, Seller shall, on specific request from Purchaser,
provide to Purchaser all non privileged, non-confidential documents in
possession, custody or control of the persons at Seller charged with
administering the Loan that are necessary for Purchaser to secure court or other
governmental approvals, and information in the possession, custody or control of
the persons at Seller charged with administering the Loan that would establish a
Material Adverse Change. Purchaser shall keep Seller reasonably informed
regarding the status of Purchaser's efforts to obtain regulatory approval of the
transactions contemplated by this Agreement. Without limiting the generality of
the foregoing, Purchaser shall inform Seller in writing within three (3)
business days of formal notice of (i) regulatory approval of the transaction;
(ii) regulatory disapproval of the transaction; or (iii) imposition of any
conditions to regulatory approval.
5.2 BEST EFFORTS
Purchaser and the Seller shall each use its best efforts in good faith
to take or cause to be taken all action necessary or desirable on its part so as
to permit consummation of the Acquisition, in accordance with the terms of this
Stock Purchase Agreement, at the earliest possible date. Neither Purchaser nor
the Seller shall take, or cause or unreasonably permit to be taken, any action
that would substantially delay or impair the prospects of completing the
Acquisition. On reasonable request by the other party, Purchaser and Seller
shall advise the other party of the status of its efforts to consummate the
Acquisition.
5.3 PRESS RELEASES
Purchaser and the Seller shall agree with each other as to the form
and substance of any press release related to this Stock Purchase Agreement or
the transactions contemplated hereby, and consult with each other as to the form
and substance of other public disclosures related thereto, other than those
required by any law, regulation, rule or order.
5.4 FORBEARANCES OF THE SELLER
Except with the prior written consent of Purchaser, between the date
hereof and the Closing Date, the Seller shall not enter into any binding
agreement concerning any acquisition of the Shares, other than an agreement that
is expressly a back-up agreement the effectiveness of which is expressly
conditioned on the termination of this Agreement pursuant to Section 7.1 hereof.
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5.5 BROKERS AND FINDERS
Each party shall be responsible for any liability for any fees or
commissions or other payments in connection with the transactions contemplated
herein arising from claims by any broker, finder, financial advisor, attorney or
accountant it shall have engaged and shall indemnify the other party against
such liability. Purchaser has engaged Ferris, Baker Watts, Incorporated as its
financial advisor in connection with the transactions contemplated by this
Agreement. Seller has engaged no financial advisor in connection with the
transactions contemplated by this Agreement. Purchaser acknowledges that
Bancorp has engaged Baxter Fentriss and Company as its financial advisor, and
that Seller is not responsible for any fee or commission or other payments to
Baxter Fentriss and Company.
5.6 RELEASE OF NATIONAL BANCSHARES, INC.
At the Initial Closing, upon satisfaction of the conditions set forth
in Article VI hereof, Seller and Purchaser shall execute and deliver a release
of claims against National Bancshares, Inc. ("NBI") and each of its directors
(collectively, the "NBI Group") and officers, employees and agents, in all
material respects in the form attached hereto as Exhibit C.
ARTICLE VI
CONDITIONS PRECEDENT
6.1 CONDITIONS PRECEDENT -- PURCHASER AND THE SELLER
The respective obligations of Purchaser and the Seller to effect the
transactions contemplated by this Agreement at any Closing Date shall be subject
to satisfaction or waiver by each party of the following conditions at or prior
to such Closing Date:
(a) Neither Purchaser nor the Seller shall be subject to any order,
decree or injunction of a court or agency of competent jurisdiction which
enjoins or prohibits consummation of the transactions contemplated by this Stock
Purchase Agreement.
(b) The NBI Group shall have executed and delivered an absolute and
unconditional release of any and all claims the NBI Group has or may have
against Seller, Bancorp, Adams, and Purchaser, and their respective directors,
officers, employees and agents, in all material respects in the form attached
hereto as Exhibit D, except that the foregoing release may exclude from coverage
and release thereunder any of Seller, Bancorp, Adams, Purchaser or any director
of Bancorp if such person or entity does
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not contemporaneously therewith execute a similar release in favor of the NBI
Group.
(c) Seller shall have executed and delivered, effective as of the
Initial Closing Date, an absolute and unconditional release of any and all
claims that Seller has or may have against Bancorp, Adams or any of their
respective affiliates, directors, officers, employees or agents related to any
action or inaction by any of them in connection with the Shares, the Seller's
efforts to sell the Shares, the Loan and any dealings, negotiations,
discussions, agreements or contracts between Seller and any party regarding the
Shares, Bancorp or Adams, such release to be in the form attached hereto as
Exhibit E; except that such release may exclude from coverage and release
thereunder any director of Bancorp who does not contemporaneously therewith
execute and deliver the release required by Section 6.2(g) (each director of
Bancorp who is entitled to a release hereunder is referred to herein as a
"Released Director").
(d) Prior to the execution hereof, Purchaser and Seller shall have
received the opinion of Covington & Burling that the execution, delivery and
performance of this Agreement and consummation of the Tender Offer shall not
result in the Purchaser, any of his Permitted Assignees, or any of their
"Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse
Person" (as such terms are defined in the Bancorp Rights Agreement) under the
Bancorp Rights Agreement or enable or require any Rights under the Bancorp
Rights Agreement to become exercisable, such opinion to be in form and substance
satisfactory to Seller, Purchaser and their respective counsel.
(e) Purchaser and Bancorp shall have executed and delivered the
Bancorp Agreement and Bancorp shall have complied with all of its obligations
thereunder.
(f) Seller, Bancorp, Barbara D. Blum, Letitia P. Chambers, Shireen L.
Dodson, Susan Hager, Clarence L. James, Jr., Richard W. Naing and Dana B.
Stebbins shall have executed and delivered all motions or stipulations necessary
or appropriate to cause the dismissal with prejudice of that certain action
filed in the Court of Chancery of the State of Delaware in and for New Castle
County, captioned Citibank, N.A. v. Abigail Adams National Bancorp, Inc., et
al., C.A. No. 13464, including dismissal of all claims and counterclaims.
6.2 CONDITIONS PRECEDENT -- THE SELLER
The obligations of the Seller to effect the transactions contemplated
by this Agreement at any Closing Date shall be subject to satisfaction of the
following additional conditions at or prior
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to such Closing Date unless waived by the Seller pursuant to Section 7.4 hereof:
(a) The representations and warranties of Purchaser set forth in
Article IV hereof shall be true and correct in all material respects as of the
date of this Agreement and as of such Closing Date as though made on and as of
such Closing Date (or on the date when made in the case of any representation
and warranty which specifically relates to an earlier date), except as otherwise
expressly provided in this Stock Purchase Agreement or consented to in writing
by the Seller.
(b) Purchaser shall have in all material respects performed all
obligations and complied with all covenants required by this Agreement.
(c) Purchaser shall have received all approvals of the transactions
contemplated herein from the Federal Reserve Board and any other state or
federal government agency, department or body, the approval of which is required
for the consummation of the Acquisition and all notice and waiting periods in
connection therewith shall have expired.
(d) Purchaser shall have delivered to the Seller a certificate, dated
as of such Closing Date and signed by its authorized representative, stating
that to the best of such person's knowledge the conditions set forth in Sections
6.2(a), 6.2(b), and 6.2(c) have been satisfied.
(e) Purchaser shall have delivered to Seller an opinion of
Huddleston, Bolen, Beatty, Porter & Copen, Huntington, West Virginia, that the
sale of the Shares by Seller to Purchaser and Purchaser's Permitted Assignees is
exempt from registration under the Securities Act of 1933, as amended.
(f) That there are no actions, suits, claims, governmental
investigations or procedures instituted or pending that present a claim to
restrain or prohibit the transactions contemplated herein.
(g) Bancorp and Adams each shall have executed and delivered to
Seller, effective as of the Initial Closing Date, an absolute and unconditional
release of any and all claims that it has or may have against Seller or any of
its affiliates, directors, officers, employees or agents relating to any action
or inaction by any of them in connection with the Shares, Seller's efforts to
sell the Shares, the Loan and any dealings, negotiations, discussions,
agreements or contracts between Seller and any party regarding the Shares,
Bancorp or Adams, such release to be in all material respects in the form
attached hereto as Exhibit F, and each
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Released Director of Bancorp shall have executed and delivered to Seller,
effective as of the Initial Closing Date, an absolute and conditional release in
the same form and covering the same matters.
6.3 CONDITIONS PRECEDENT -- PURCHASER
The obligations of Purchaser to perform under Section 2.1 of this
Agreement shall be subject to satisfaction of the following additional
conditions at or prior to such Closing Date unless waived by Purchaser pursuant
to Section 7.4 hereof:
(a) The representations and warranties of the Seller set forth in
Article III hereof shall be true and correct in all material respects as of the
date of this Agreement and as of such Closing Date as though made on and as of
such Closing Date (or on the date when made in the case of any representation
and warranty which specifically relates to an earlier date), except as otherwise
contemplated by this Agreement or consented to in writing by Purchaser.
(b) The Seller shall have in all material respects performed all
obligations and complied with all covenants required by this Agreement.
(c) The Seller shall have delivered to Purchaser a certificate, dated
as of such Closing Date and signed by its authorized representative, stating
that to the best of such person's knowledge the conditions set forth in Sections
6.3(a) and 6.3(b) have been satisfied.
(d) Purchaser shall have received all regulatory approvals required
in connection with the transactions contemplated by this Stock Purchase
Agreement, all notice periods and waiting periods required after the granting of
any such approvals shall have passed, all such approvals shall be in effect and
all conditions precedent imposed by such approvals shall have been satisfied;
provided, however, that no such approval shall have imposed any condition or
requirement that, in the reasonable opinion of Purchaser, would so materially
and adversely affect the business or economic benefits of the transactions
contemplated by this Agreement as to render consummation of such transactions
unduly burdensome.
(e) No Material Adverse Change shall have occurred and be continuing.
A Material Adverse Change shall be deemed to have occurred only if:
(i) The Appropriate Federal Regulator for Bancorp or Adams shall
have issued a determination by March 31, 1995, based on the reported
financial condition of
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Bancorp or Adams on or before March 31, 1995, that Adams or Bancorp
is "undercapitalized" within the meaning of such regulator's prompt
corrective action regulations promulgated pursuant to Section 38 of
the FDIA;
(ii) The Appropriate Federal Regulator for Bancorp or Adams shall
have issued a prompt corrective action order by March 31, 1995 and
Adams or Bancorp shall have failed to comply with such order within
the time specified in such order or, if no time is specified, within a
reasonable time;
(iii) Adams or Bancorp shall have been notified on or before
March 31, 1995 by its Appropriate Federal Regulator that it is in an
unsafe and unsound condition or is engaging in an unsafe and unsound
practice, and Adams or Bancorp shall have failed to cure such
condition or cease such practice within the time set by such regulator
or, if no time is set, within a reasonable time;
(iv) On or before March 31, 1995, Adams or Bancorp shall have
entered into a written agreement with its Appropriate Federal
Regulator materially limiting its ability to engage in its principal
business activities;
(v) On or before March 31, 1995, the insurance of Adams'
deposits by the FDIC shall have been suspended or terminated; or
For the purpose of subsection (ii) and (iii), above, in the event that
the time in which an order may be complied with or a cure may be effected has
not expired as of the Closing Date, no "Material Adverse Change" shall be deemed
to have occurred, and Purchaser, not the Seller, shall bear the risk of
Bancorp's and/or Adams' compliance or non-compliance with such order, provided,
however, that in the event that a Material Adverse Change is deemed not to have
occurred because the time in which to comply with an order or effect a cure has
not expired, then Purchaser shall be entitled to a refund from Seller in an
amount equal to the lesser of (a) the total amount of Extension Payments as may
have been paid to Seller or (b) the reasonable and actual cost of effectuating
the required cure or complying with the regulator's order.
Purchaser shall provide a written notice to the Seller promptly after
Purchaser obtains actual knowledge of facts constituting a Material Adverse
Change describing such facts in reasonable detail (a "MAC Notice").
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(f) That there are no actions, suits, claims, governmental
investigations or procedures instituted or pending that present a claim to
restrain or prohibit the transactions contemplated herein, other than Delaware
Chancery Court proceeding C.A. 13810.
(g) Upon acquisition of the Shares by Purchaser pursuant to this
Agreement, Purchaser shall own at the Initial Closing at least 67.4% and at any
Subsequent Closing at least 70% of the outstanding voting stock and equity
interest in Bancorp, which shall own 100% of the outstanding voting stock and
equity interest in Adams and there shall be no outstanding rights or options
held by any person or entity the exercise of which could result in a dilution of
the ownership interests of Purchaser in Bancorp or Bancorp in Adams.
ARTICLE VII
TERMINATION, WAIVER, AMENDMENT AND INDEMNIFICATION
7.1 TERMINATION
This Agreement may be terminated:
(a) At any time by the mutual consent in writing of the parties
hereto.
(b) At any time, by Purchaser in writing if the Seller has, or by the
Seller in writing if Purchaser has, in any material respect, breached (i) any
covenant or undertaking contained herein or (ii) any representation or warranty
contained herein, which breach has been materially adverse, and in the case of
(i) or (ii) such breach has not been cured by the earlier of 30 days after the
date on which written notice of such breach is given to the party committing
such breach or a Closing Date; provided that neither party may terminate this
Agreement pursuant to this Section 7.1(b) if at such time such party has, in any
material respect, breached (i) any covenant or undertaking contained herein or
(ii) any representation or warranty contained herein and such breach has not
been cured in all material respects.
(c) At any time by either party hereto if there shall have been a
final regulatory determination (as to which all periods for appeal, request for
reconsideration and judicial review shall have expired and no appeal, request
for reconsideration or petition for judicial review shall be pending) denying
any regulatory application the approval of which is a condition precedent to
either party's obligations hereunder, or approving such application with
conditions that, in the reasonable opinion of Purchaser, are unduly burdensome.
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(d) By Purchaser in the event a Material Adverse Change has occurred
and is continuing as of the Initial Closing Date;
(e) At any time by either party hereto if there shall have been a
final judicial determination in an action brought by a person or entity that is
not a party hereto, acting in concert with a party hereto or a shareholder of
Purchaser (as to which all periods for appeal shall have expired and no appeal
shall be pending) that any material provision of this Agreement is illegal,
invalid, or unenforceable.
(f) By Seller in writing, if the Initial Closing Date has not
occurred by the Closing Deadline, as it may be extended pursuant to Section
2.1(b), but only if Purchaser is not entitled at such time to terminate this
Agreement pursuant to Section 7.1(b) (ignoring for such purpose any unexpired
cure period relating to a breach by the Seller specified therein).
(g) By the Seller if (i) it has received a MAC Notice from Purchaser,
(ii) Purchaser has not terminated this Agreement within ten Business Days after
the date (the "MAC Notice Date") such MAC Notice was delivered to the Seller by
Purchaser, (iii) the Seller delivers a written notice of termination (a "Seller
Notice") to Purchaser within 20 Business Days after the MAC Notice Date and (iv)
Purchaser has not, within five Business Days after its receipt of a Seller
Notice, waived its right to terminate this Agreement or refuse to consummate the
transactions contemplated hereby based solely upon the Material Adverse Change
specified in such MAC Notice.
(h) By the Seller or Purchaser, in writing, if the Deposit is not
delivered to the Escrow Agent and the Escrow Agreement is not executed by the
Seller, Purchaser and the Escrow Agent within the time period specified by
Section 2.2 hereof.
(i) By the Seller or Purchaser, in writing, if the Borrowers or any
of them or any of their successors or assigns, exercises any rights under the
documentation pertaining to the Loan, as in effect on the date hereof, to redeem
or repurchase more than 11,106 of the Shares.
(j) By the Seller or Purchaser, in writing, if the Federal Reserve
Board or the Federal Reserve Bank of New York takes any action under, or Seller
reasonably determines that Seller must take action to comply with Section
2(a)(5)(D) of the Bank Holding Company Act of 1956, as amended, that renders the
Seller unable to transfer or cause the transfer of the Applicable Number of
Shares to Purchaser.
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(k) By Purchaser if it concludes that, upon consummation of the
Acquisition, Purchaser will own less than 70% of the outstanding voting stock
and equity interest in Bancorp, Bancorp will own less than 100% of the
outstanding voting stock and equity interest in Adams or there are outstanding
rights or options held by any person or entity that could result in a dilution
of the ownership interests of Purchaser in Bancorp or Bancorp in Adams.
(l) By Purchaser or Seller in the event Bancorp fails to comply with
all of its obligations under the Bancorp Agreement.
(m) By Purchaser or Seller in the event the conditions specified in
Section 6.1 have not been satisfied by the Closing Deadline or the expiration of
the Extension Period; provided, however, that Purchaser may terminate this
Agreement under this subsection (m) only if the conditions specified in Section
6.3(d) have been satisfied.
7.2 EFFECT OF TERMINATION.
In the event this Agreement is terminated pursuant to Section 7.1
hereof, this Agreement shall become void and have no effect, except that (i) the
provisions of Article 8 in their entirety and, with respect to any termination
after the Initial Closing, any provisions (other than Section 2.1(d)) that by
their terms survive the Initial Closing shall survive any such termination, (ii)
subject to Section 8.10 of this Agreement, a termination pursuant to Section
7.1(b) shall not relieve the breaching party from liability for an uncured
breach of the covenant, undertaking, representation or warranty giving rise to
such termination and (iii) a termination after the Initial Closing shall not
invalidate or otherwise affect any transactions consummated prior to the date of
such termination.
7.3 SURVIVAL OF REPRESENTATIONS,
WARRANTIES AND COVENANTS
All representations, warranties and covenants in this Agreement shall
expire on, and be terminated and extinguished at, each Closing Date with respect
to any transactions consummated on such Closing Date other than covenants that
by their terms are to be performed after such Closing Date, provided that no
such representations, warranties or covenants shall be deemed to be terminated
or extinguished so as to deprive Purchaser or the Seller (or any director,
officer or controlling person thereof) of any defense at law or in equity which
otherwise would be available against the claims of any person, including,
without limitation, any shareholder or former shareholder of either Purchaser or
the Seller or Bancorp, the aforesaid representations, warranties and
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covenants being material inducements to consummation by Purchaser and the Seller
of the transactions contemplated herein.
7.4 WAIVER
Except with respect to any required regulatory approval, each party
hereto by written instrument signed by an authorized officer of such party, may
at any time extend the time for the performance of any of the obligations or
other acts of the other party hereto and may waive (i) any inaccuracies of the
other party in the representations or warranties contained in this Agreement or
any document delivered pursuant hereto, (ii) compliance with any of the
covenants, undertakings or agreements of the other party, or satisfaction of any
of the conditions precedent to its obligations, contained herein or (iii) the
performance by the other party of any of its obligations set out herein. No
waiver or extension shall be effective unless it is in writing signed by the
party granting such waiver or extension.
7.5 AMENDMENT OR SUPPLEMENT
This Agreement may be amended or supplemented in writing at any time
by mutual agreement of Purchaser and the Seller. No modification or amendment
of, or supplement to, this Agreement shall be effective unless signed by the
party to be bound by such modification, amendment or supplement.
7.6 INDEMNIFICATION
(a) From and after the Initial Closing, the Seller shall indemnify
Purchaser for claims made by, or liability in favor of, any of the Borrowers on
account of such Borrowers' rights or remedies under the Loan Agreement or
applicable bankruptcy or creditors rights laws. From and after the Initial
Closing, Purchaser shall indemnify the Seller for claims made by, or liability
in favor of, any shareholder of Bancorp or Adams (including all past, present or
future shareholders of Bancorp or Adams), other than Borrowers, arising from or
in connection with: (i) any action or inaction by Purchaser in connection with
Bancorp or Adams following the Initial Closing or (ii) in connection with the
Bancorp Rights Agreement or any amendment or modification thereto.
(b) If any action or proceeding (each a "Claim") is brought or
asserted against either party ("Indemnified Party") in respect of which
indemnification may be sought under Section 7.6(a), the Indemnified Party shall
promptly notify such other party ("Indemnifier") in writing of the existence of
such Claim, describe the Claim in reasonable detail and indicate the amount
(estimated, if necessary and to the extent feasible) of the damages
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that have been or may be suffered by the Indemnified Party and the Indemnifier
shall thereafter assume and control the defense of such Claim.
(c) Upon the assumption of control by the Indemnifier as provided in
Section 7.6 (b), the Indemnifier shall, at its expense, diligently proceed with
defense, compromise or settlement of the Claim at Indemnifier's sole expense,
including employment of counsel reasonably satisfactory to the Indemnified
Party, provided that the Indemnified Party shall have the right to employ
separate counsel with regard to any such Claim and to participate in the defense
thereof at its own cost, provided that the Indemnified Party shall have the
right to control the defense of any such Claim and the Indemnifier shall pay the
cost thereof in the event that (i) the Indemnifier shall have failed to assume
the defense thereof within ten days after receipt of written notice of such
action or (ii) both the Indemnifier and the Indemnified Party are parties to
such Claim and the Indemnified Party has been advised by counsel that there may
be one or more legal defenses available to the Indemnified Party which are
different from or additional to those available to the Indemnifier.
(d) In connection with any Claim, the Indemnified Party shall
cooperate fully, but at the expense of the Indemnifier, to make available to the
Indemnifier all pertinent information and witnesses under the Indemnified
Party's control, and take such other steps as in the opinion of counsel for the
Indemnifier are necessary to enable the Indemnifier to conduct such defense.
(e) The final, nonappealable determination of any Claim, including
all related costs and expenses, shall be binding and conclusive upon the
Indemnifier and the Indemnified Party as to the amount of the indemnification;
PROVIDED, HOWEVER, that, except with the written consent of the Indemnified
Party, the Indemnifying Party shall not consent to entry of any judgment or
enter into any settlement, which does not include as an unconditional term
thereof the provision by the claimant to the Indemnified Party of a release from
all liability in respect of such Claim.
(f) Neither party hereto shall compromise or settle any claim, action
or proceeding subject to Section 7.6(a) without the consent of the other party
hereto, which consent shall not be unreasonably withheld.
21
<PAGE>
ARTICLE VIII
MISCELLANEOUS
8.1 Expenses
--------
Except as provided elsewhere in this Agreement, each party shall bear
and pay all fees, expenses and costs that it incurred in connection with the
transactions contemplated by this Agreement, without limitation, fees and
expenses of its own financial consultants, accountants and counsel.
8.2 Entire Agreement
----------------
This Stock Purchase Agreement contains the entire agreement between
the parties with respect to the transactions contemplated hereunder and
supersedes all prior arrangements or understandings with respect thereto,
written or oral, other than documents referred to herein. The terms and
conditions of this Agreement shall inure to the benefit of and be binding upon
the parties hereto, and their respective successors. Nothing in this Agreement,
expressed or implied, is intended to confer upon any party, other than the
parties hereto, and their successors or Permitted Assignees, any rights,
remedies, obligations or liabilities, except that the conditions precedent set
forth in Section 6.1(b), (c) and (f) are also for the benefit of Bancorp, and
such provisions shall not be amended, modified or waived in any respect without
the prior written consent of Bancorp.
8.3 No Assignment
-------------
Neither of the parties hereto may assign any of its rights or
obligations under this Stock Purchase Agreement to any other person without the
prior written consent of the non-assigning party, which shall not be
unreasonably withheld. Seller hereby consents to Purchaser's assignment of
proportionate rights as Purchaser hereunder to each of Robert H. Beymer, Robert
L. Shell, Jr., Jeanne Hubbard and Thomas W. Wright and their respective spouses
(each such person being referred to herein as a "Permitted Assignee"). Any
instrument of assignment shall provide for each assignee's written acceptance
thereof, which acceptance by its express terms shall constitute the affirmative
adoption by each such assignee of all of Purchaser's representations,
warranties, covenants and obligations set forth in this Agreement, as fully as
if each assignee had been an original party signatory hereto. Such assignments,
if any, shall not relieve Purchaser from, nor modify, alter or diminish his
representations, warranties, covenants and obligations set forth in this
Agreement. Purchaser shall furnish copies of any such assignment to Seller
within 3 days after execution thereof. Notwithstanding the foregoing, the
Seller may assign its rights under this Agreement to a trustee or other
22
<PAGE>
fiduciary provided that (i) the Seller has transferred the Shares to such
trustee or fiduciary to prevent a violation of the Bank Holding Company Act of
1956 and (ii) such trustee or fiduciary agrees in writing to be bound by and
perform the Seller's obligations under this Agreement and the Escrow Agreement.
8.4 Notices
-------
All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered personally or sent by
overnight express, or by registered or certified mail, postage prepaid,
addressed as follows:
If to the Seller:
Citibank, N.A.
Private Banking Group
153 East 53rd Street
New York, New York 10043
Attention: Mr. Walter C. Vosburgh, Jr.
With a required copy to:
Linowes and Blocher
Tenth Floor
1010 Wayne Avenue
P. O. Box 8728
Silver Spring, Maryland 20907-8728
Attention: Bradford F. Englander
If to Purchaser:
Marshall T. Reynolds
P. O. Box 4040
Huntington, West Virginia 25729
With a required copy to:
Huddleston, Bolen, Beatty, Porter & Copen
611 Third Avenue
P. O. Box 2185
Huntington, West Virginia 25722-2185
Attention: Thomas J. Murray
8.5 Captions
--------
The captions contained in this Stock Purchase Agreement are for
reference purposes only and are not part of this Agreement.
23
<PAGE>
8.6 Counterparts
------------
This Stock Purchase Agreement may be executed in any number of
counterparts, and each such counterpart shall be deemed to be an original
instrument, but all such counterparts together shall constitute but one
agreement.
8.7 Time of the Essence
-------------------
The parties hereto agree that time is of the essence.
8.8 Jury Trial Waiver
-----------------
THE PARTIES HERETO AGREE TO WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL
BY JURY OF ANY ISSUES RAISED IN ANY ACTION ALLEGING A BREACH OF THIS AGREEMENT.
8.9 Governing Law and Jurisdiction
------------------------------
THE VALIDITY, ENFORCEMENT AND INTERPRETATION OF THIS AGREEMENT SHALL
BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.
8.10 Limitation of Liability
-----------------------
(a) The parties agree and acknowledge that in the event that
Purchaser fails to consummate the Acquisition, Seller's damages would
be difficult to calculate, and the amount of the Escrowed Funds
constitutes reasonable and appropriate liquidated damages for
Purchaser's failure to consummate the Acquisition. Except for actual
damages resulting from Purchaser's material breach of Purchaser's
obligations under Section 7.6 of this Agreement and Purchaser's
failure to consummate a Subsequent Closing pursuant to Section 2.1(d)
of this Agreement, the amount of the Escrowed Funds shall constitute
the limit of Purchaser's liability under this Agreement.
(b) In the event that Purchaser terminates this Agreement pursuant to
Section 7.1(b), or the Seller terminates this Agreement pursuant to
Section 7.1(j), Purchaser shall be entitled to payment in an amount
equal to Purchaser's reasonable and actual out-of-pocket fees, costs
and expenses of its attorney's and other professionals incurred in
connection with the transactions contemplated by this Agreement from
the date of Seller's execution and delivery of this Agreement through
the date on which this Agreement is terminated. Except for actual
damages resulting from Seller's material breach of Section 7.6 of this
Agreement, the
24
<PAGE>
amounts payable by Seller under this subsection 8.10(b) shall
constitute the limit of Seller's liability under this Agreement.
IN WITNESS WHEREOF, the corporate party hereto has caused this Stock
Purchase Agreement to be executed in counterparts by its duly authorized
officers and its corporate seal to be hereunto affixed and attested by its
officers thereunto duly authorized, and the individual party has signed his
name, all as of the day and year first above written.
CITIBANK, N.A.
By: /s/ Walter C. Vosburgh, Sr.
-------------------------------------
Name: Walter C. Vosburgh, Sr.
-------------------------------------
Title: Vice President
-------------------------------------
/s/ Marshall T. Reynolds
---------------------------------------------
MARSHALL T. REYNOLDS
25
<PAGE>
EXHIBIT A
OMITTED FROM THIS EXHIBIT - DOCUMENT
APPEARS AS EXHIBIT C TO THIS SCHEDULE 13D
26
<PAGE>
EXHIBIT B
OMITTED FROM THIS EXHIBIT - DOCUMENT
APPEARS AS EXHIBIT D TO THIS SCHEDULE 13D
27
<PAGE>
EXHIBIT C
STANDSTILL AND RELEASE AGREEMENT
("Bancorp/Purchaser Release")
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, each of the undersigned hereby releases and forever discharges
National Bancshares, Inc. and each of its associates, owners, stockholders,
subscribers, promoters, predecessors, successors, assigns, agents, directors,
officers, representatives, lawyers, consultants and employees, and all persons
acting by, through, under or in concert with them, or any of them (collectively,
the "Released Parties"), of and from any and all manner of action or actions,
cause or causes of action, in law or in equity, suits, debts, liens, contracts,
agreements, promises, liabilities, claims, demands, damages, losses, costs or
expenses, of any nature whatsoever, known or unknown, fixed or contingent,
arising from the day before the beginning of time to the date hereof (together,
"Claims"), which the undersigned now has or may hereafter have against the
Released Parties, or any of them by reason of any matter, cause, or thing
arising from or in connection with, or in any way relating to:
A. that certain Stock Purchase Agreement dated April 11, 1994, between
Citibank, N.A. and National Bancshares, Inc.;
B. that certain Stock Purchase Agreement, as Amended dated June 1, 1994,
between Citibank, N.A. and National Bancshares, Inc.;
C. any attempt, effort, proposal or offer by or on behalf of the
Releasing Parties, or any of them, to acquire, or offer to acquire,
directly or indirectly, any shares or other interest in Abigail Adams
National Bancorp, Inc. or any of its property or assets;
D. any dealings, negotiations, discussions, agreements, contracts between
National Bancshares, Inc. and Abigail Adams National Bancorp, Inc., or on
their respective behalves, regarding the proposed, planned, attempted or
offered acquisition by National Bancshares, Inc. of, or offer to acquire,
any shares or other interest in Abigail Adams National Bancorp, Inc., from
whatever source;
E. any action or failure to take action, by or on behalf of National
Bancshares, Inc., including without limitation any
28
<PAGE>
statements made or claims asserted or threatened, in any way relating to
Abigail Adams National Bancorp, Inc., any shares of or other interest
therein of any subsidiary, employee, officer, director, agent or attorney
thereof or of any subsidiary thereof;
F. any effort or attempt by National Bancshares, Inc. to cause Abigail
Adams National Bancorp, Inc. or the Adams National Bank to take or not to
take any action relating to any agreement by it or any subsidiary with any
officer or employee thereof;
G. any dealings, negotiations, discussions, agreements, contracts,
actions inaction by or between Citibank, N.A. and National Bancshares,
Inc., or on their behalves, regarding the proposed, attempted, planned or
offered acquisition of shares in Abigail Adams National Bancorp, Inc. by
National Bancshares, Inc.;
H. the performance or termination of any agreements between Citibank,
N.A. and National Bancshares, Inc.;
I. any dealings, negotiations, discussions, agreements or contracts
between Citibank, N.A. and the Purchaser regarding the proposed acquisition
of shares in Abigail Adams National Bancorp, Inc. by the Purchaser;
J. shares of Abigail Adams National Bancorp, Inc. held by Citibank, N.A.
as collateral for a certain loan to certain individuals, among others, who
are or were among the officers and directors of Abigail Adams National
Bancorp, Inc.; or
K. the alleged agreement between Citibank, N.A. and National Bancshares,
Inc., which was the subject of Civil Action No. 13810 in the Court of
Chancery of the State of Delaware in and for New Castle County.
(individually, a "Released Claim," and collectively, "Released Claims"). This
Release shall not release or discharge any claim that does not arise from, or is
not in connection with or related to items 1 through 11, above.
Each of the Releasing Parties represents and warrants to the Released
Parties that he or it has not assigned or transferred any interest in any
Released Claim, and each of the Releasing Parties agrees (individually and not
jointly) to indemnify and hold the Released Parties harmless from any liability,
claim, demand, damages, costs, expenses and attorneys' fees incurred as a result
of any person asserting any such assignment or transfer of any rights or claims
under such assignment or transfer by the Releasing Party. It is the intention
of each of the undersigned that this indemnity does not require payment as a
condition precedent to recovery by the Released Parties from the undersigned
under this indemnity.
29
<PAGE>
Each of the Released Parties agrees that if he or it hereafter commences,
joins in, or in any manner seeks relief through any suit arising out of, based
upon, or relating to any of the Released Claims or in any manner asserts against
a Released Party any of the Released Claims, then such Releasing Party will
(individually and not jointly) pay to such Released Party, in addition to any
other damages caused thereby, all attorneys' fees incurred by the Releasing
Party in defending or otherwise responding to said suit or claim.
Each Released Party, by accepting the benefits of this Release, and the
undersigned further understand and agree that the execution and acceptance of
this Release shall not constitute or be construed as an admission of any
liability, claim, defense or counterclaim by or against any party.
[SIGNATURE FOLLOWS]
______________________________
[individual]
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared _________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to this instrument, and acknowledged that [he/she]
executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
______________________________
Notary Public in and for
Said County and State
[Seal]
______________________________
[corporation]
30
<PAGE>
By: __________________________
Title: _______________________
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared _________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as [president/vide-president/secretary] or on
behalf of the corporation therein named and acknowledged that the corporation
executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
______________________________
Notary Public in and for
Said County and State
[Seal]
31
<PAGE>
EXHIBIT D
STANDSTILL AND RELEASE AGREEMENT
("NBI Release")
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, each of the undersigned (i.e., National Bancshares, Inc., a
Delaware corporation, and each of its directors, James F. McCall, Frank Francois
and Theodore A. Adams, Jr. in their corporate and individual capacities)
(together, the "Releasing Parties"), hereby releases and forever discharges
Citibank, N.A., Abigail Adams National Bancorp, Inc., The Adams National Bank
and _________________________ (who is the "Purchaser," as such term is defined
in that certain Standstill and Release Agreement dated as of February ____, 1995
between Citibank, N.A. and National Bancshares, Inc.), and each of their
respective associates, owners, stockholders, subscribers, promoters,
predecessors, successors, heirs, assigns, agents, directors, officers, partners,
representatives, lawyers, consultants and employees and all persons acting by,
through, under or in concert with them, or any of them, and any other person or
entity (collectively, the "Released Parties"), of and from any and all manner of
action or actions, cause or causes of action, in law or in equity, suits, debts,
liens, contracts, agreements, promises, liabilities, claims, demands, damages,
losses, costs or expenses, of any nature whatsoever, known or unknown, fixed or
contingent, arising from the day before the beginning of time to the date hereof
(together, "Claims"), which the undersigned now has or may hereafter have
against the Released Parties, or any of them by reason of any matter, cause, or
thing arising from or in connection with, or in any way relating to:
L. that certain Stock Purchase Agreement dated April 11, 1994, between
Citibank, N.A. and National Bancshares, Inc.;
M. that certain Stock Purchase Agreement, as Amended dated June 1, 1994,
between Citibank, N.A. and National Bancshares, Inc.;
N. any attempt, effort, proposal or offer by or on behalf of the
Releasing Parties, or any of them, to acquire, or offer to acquire,
directly or indirectly, any shares or other interest in Abigail Adams
National Bancorp, Inc. or any of its property or assets;
32
<PAGE>
O. any dealings, negotiations, discussions, agreements, contracts,
actions or inactions by or between the Releasing Parties, or any of them,
on the one hand, and the Released Parties, or any of them, on the other
hand, or on their respective behalves, regarding the proposed, planned,
attempted or offered acquisition by National Bancshares, Inc. of, or offer
to acquire, any shares or other interest in Abigail Adams National Bancorp,
Inc., from whatever source;
P. any action or failure to take action, by or on behalf of the Released
Parties, or any of them, including without limitation any statements made
or claims asserted or threatened, in any way relating to the Releasing
Parties, or any of them, any subsidiary, employee, officer, director, agent
or attorney thereof;
Q. any effort or attempt by the Released Parties, or any of them, to
cause any person or entity to take or not to take any action relating to
Abigail Adams National Bancorp, Inc. or the Adams National Bank;
R. rights, claims, obligations, duties or liabilities under the D.C.
Human Rights Act, as may be amended from time to time, and any rules or
regulations thereunder;
S. the performance or termination of any agreements between Citibank,
N.A. and National Bancshares, Inc.;
T. any dealings, negotiations, discussions, agreements, contracts between
Citibank, N.A. and any other person or entity regarding Abigail Adams
National Bancorp, Inc.;
U. shares of Abigail Adams National Bancorp, Inc. held by Citibank, N.A.
as collateral for a certain loan to certain individuals, among others, who
are or were among the officers and directors of Abigail Adams National
Bancorp, Inc.; or
V. the alleged agreement between Citibank, N.A. and National Bancshares,
Inc., which was the subject of Civil Action No. 13810 in the Court of
Chancery of the State of Delaware in and for New Castle County.
(individually, a "Released Claim," and collectively, "Released Claims"). This
Release shall not release or discharge any claim that does not arise from, or is
not in connection with or related to items 1 through 11, above.
Each of the Releasing Parties represents and warrants to the Released
Parties that he or it has not assigned or transferred any interest in any
Released Claim, and each of the Releasing Parties agrees (individually and not
jointly) to indemnify and hold the Released Parties harmless from any liability,
claim, demand, damages, costs, expenses and attorneys' fees incurred as a result
of any person asserting any such assignment or transfer of any
33
<PAGE>
rights or claims under such assignment or transfer by the Releasing Party. It
is the intention of each of the undersigned that this indemnity does not require
payment as a condition precedent to recovery by the Released Parties from the
undersigned under this indemnity.
Each of the Released Parties agrees that if he or it hereafter commences,
joins in, or in any manner seeks relief through any suit arising out of, based
upon, or relating to any of the Released Claims or in any manner asserts against
a Released Party any of the Released Claims, then such Releasing Party will
(individually and not jointly) pay to such Released Party, in addition to any
other damages caused thereby, all attorneys' fees incurred by the Releasing
Party in defending or otherwise responding to said suit or claim.
Each Released Party, by accepting the benefits of this Release, and the
undersigned further understand and agree that the execution and acceptance of
this Release shall not constitute or be construed as an admission of any
liability, claim, defense or counterclaim by or against any party.
[SIGNATURE FOLLOWS]
______________________________
James F. McCall
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared James F. McCall, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to this instrument, and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
______________________________
Notary Public in and for
Said County and State
[Seal]
34
<PAGE>
______________________________
Frank Francois
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared Frank Francois, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to this instrument, and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
______________________________
Notary Public in and for
Said County and State
[Seal]
______________________________
Theodore A. Adams, Jr.
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared Theodore A. Adams, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose name
is subscribed to this instrument, and acknowledged that he executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
______________________________
Notary Public in and for
Said County and State
35
<PAGE>
[Seal]
National Bancshares, Inc., a Delaware corporation
By: __________________________
Title: _______________________
STATE OF *
* ss:
COUNTY OF *
On this _____ day of _______________, in the year 1995, before me, the
undersigned, personally appeared _________________________, personally known to
me (or proved to me on the basis of satisfactory evidence) to be the person
whose name is subscribed to this instrument, and acknowledged that he executed
it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
______________________________
Notary Public in and for
Said County and State
[Seal]
36
<PAGE>
EXHIBIT E
TO
STOCK PURCHASE AGREEMENT
("Seller Release" per Section 6.1(c))
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, except as expressly stated below, the undersigned Citibank, N.A.
(the "Releasing Party") hereby releases and forever discharges Abigail Adams
National Bancorp, Inc. ("Bancorp"), The Adams National Bank ("Adams") and each
of their affiliates and subsidiaries (collectively, the "Released Entities" and
individually, a "Released Entity") and all officers, directors, predecessors,
successors, assigns, employees, agents, representatives, lawyers and consultants
of each Released Entity, and all heirs, successors and assigns of each such
Released Entity and such other persons and entities, and all persons acting by,
through, or in concert with them, or any of them , but excluding any person who
is an "Excluded Director" as hereinafter defined (collectively, the "Released
Parties" and individually, a "Released Party"), of and from any and all manner
of action or actions, cause or causes of action, in law or in equity, suits,
debts, liens, contracts, agreements, promises, liabilities, claims, demands,
damages, losses, costs or expenses, of any nature whatsoever, known or unknown,
fixed or contingent, arising from the day before the beginning of time to the
date of execution hereof (together, "Claims"), which the Releasing Party now has
or may hereafter have against the Released Parties, or any of them, by reason of
any matter, cause, or thing arising from or in connection with, or in any way
relating to:
(1) that certain Stock Purchase Agreement dated April 11, 1994, between
Citibank, N.A. ("Citibank") and National Bancshares, Inc. ("NBI");
(2) that certain Stock Purchase Agreement, as Amended dated June 1, 1994,
between Citibank and NBI;
(3) any dealings, negotiations, discussions, communications, agreements,
or contracts between or among any Released Party or any of their parents,
subsidiaries or affiliates, or any of their officers, directors, employees,
agents, representatives or lawyers, and any person or entity relating to a
purchase, sale or any other disposition of the shares of common stock of
Bancorp pledged to Citibank as collateral (the "Shares") or of Bancorp or
the Bank (or of any interest in any of them);
(4) any dealings, negotiations, discussions, communications, agreements,
or contracts between or among the Releasing Party, or its parents,
subsidiaries or affiliates, or any of their
37
<PAGE>
officers, directors, employees, agents, representatives or lawyers, and any
person or entity relating to the purchase, sale or any other disposition of
the Shares of Bancorp or the Bank (or of any interest in any of them);
(5) any action or inaction by or on behalf of the Released Parties, or any
of them, relating to Bancorp, the Bank or the Shares;
(6) that certain Rights Agreement dated as of April 12, 1994 between
Bancorp and the First National Bank of Maryland as Rights Agent, as
amended;
(7) any matter or thing that is the subject matter of any claim,
counterclaim, defense or allegation that was made in that certain lawsuit
currently pending in the Chancery Court of the State of Delaware in and for
New Castle County, captioned Citibank, N.A. v. Abigail Adams National
Bancorp, Inc., et al., Case No. C.A. 13464;
(8) any action or inaction of the Released Parties, or any of them, in
connection with the Citibank's status as a pledgee or alleged shareholder
of the Shares; and
(9) any breach of fiduciary duty, or alleged breach of fiduciary duty, by
the Released Parties, or any of them, to the Releasing Parties, or any of
them, in connection with Bancorp, Adams or the Shares.
(individually, a "Released Claim," and collectively, "Released Claims").
Notwithstanding the foregoing, the terms, "Released Claim" and "Released
Claims," shall not include, and this Release shall not release, discharge, alter
or impair any Claim, that:
(a) does not arise from, or is not in connection with or related to items
1 through 9, above;
(b) arises solely under the terms of the Term Loan Agreement or the Pledge
Agreement, each dated August 24, 1988, between Citibank as lender and Mark
G. Griffin, Karen Griffin, Richard W. Naing, Maria L. Naing, Barbara D.
Blum, the Wynmark Trust and the E.A. Griffin Trust as borrowers (the
"Borrowers");
(c) arises solely under the terms of that certain settlement agreement
dated as of June 30, 1994 between Citibank and Barbara D. Blum ("Blum"); or
(d) arises under, or constitutes a contract, agreement, promise, right,
privilege, immunity or indebtedness under, that certain Stock Purchase
Agreement dated April 21, 1995 (as may be amended from time to time)
between Citibank and
38
<PAGE>
Marshall T. Reynolds, or under the "Escrow Agreement" as such term is
defined therein.
The Releasing Party represents and warrants to the Released Parties that it
has not assigned or transferred any interest in any Released Claim, and the
Releasing Party agrees to indemnify and hold the Released Parties harmless from
any liability, Claim, demand, damages, costs, expenses and attorneys' fees
incurred as a result of any person asserting any such assignment or transfer of
any rights or claims under such assignment or transfer by such Releasing Party.
It is the intention of the Releasing Party that this indemnity does not require
payment as a condition precedent to recovery by the Released Parties from the
undersigned under this indemnity.
The Releasing Party agrees that if it hereafter commences, joins in, or in
any manner seeks relief through any suit arising out of, based upon, or relating
to any of the Released Claims or in any manner asserts against a Released Party
any of the Released Claims, then the Releasing Party will pay to such Released
Party, in addition to any other damages caused thereby, all attorneys' fees
incurred by the Released Party in defending or otherwise responding to said suit
or claim.
Each Released Party, by accepting the benefits of this Release, and the
undersigned further understand and agree that the execution and acceptance of
this Release shall not constitute or be construed as an admission of any
liability, claim, defense or counterclaim by or against any party.
The term, "Excluded Director," as used herein shall mean and include the
following individuals: [INSERT NAMES OF INDIVIDUALS WHO ARE DIRECTORS OF BANCORP
AT CLOSING, AND WHO FAIL OR REFUSE TO EXECUTE AND DELIVER THE
BANCORP/ADAMS/DIRECTOR RELEASE]. Notwithstanding any other term or provision of
this Release to the contrary, Excluded Directors, and any person or entity who
would be entitled to the benefits of this Release solely by virtue of being a
successor, assign or heir of such person, or a person acting by, through or in
concert with such person, shall not be considered to be a "Released Party" or
"Released Parties" hereunder, and shall not be entitled to any right, benefit,
immunity or privilege as a result hereof.
[SIGNATURE FOLLOWS]
39
<PAGE>
CITIBANK, N.A.
By: ________________________________________
Title: _____________________________________
STATE OF )
) ss.
CITY/COUNTY OF )
On this ____ day of July, in the year 1995, before me, the undersigned,
personally appeared ________________________________, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person who
executed the within instrument as ____________________________ or on behalf of
the corporation therein named and acknowledged that the corporation executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
___________________________________________
Notary Public in and for
Said County and State
[Seal]
40
<PAGE>
EXHIBIT F
TO
STOCK PURCHASE AGREEMENT
("Bancorp/Adams/Director Release" per Section 6.2(g))
SPECIFIC RELEASE
FOR VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby
acknowledged, except as stated below, the undersigned (individually, a
"Releasing Party" and collectively, the "Releasing Parties") hereby releases and
forever discharges Citibank, N.A. ("Citibank") and each of Citibank's parents,
subsidiaries and affiliates (collectively, the "Released Entities" and
individually, a "Released Entity"), and all officers, directors, predecessors,
successors, assigns, employees, agents, representatives, lawyers and consultants
of each Released Entity, and all heirs, successors and assigns of each such
Released Entity and such other persons and entities, and all persons acting by,
through, or in concert with them, or any of them (individually, a "Released
Party" and collectively, the "Released Parties"), of and from any and all
manner of action or actions, cause or causes of action, in law or in equity,
suits, debts, liens, contracts, agreements, promises, liabilities, claims,
demands, damages, losses, costs or expenses, of any nature whatsoever, known or
unknown, fixed or contingent, arising from the day before the beginning of time
to the date of execution hereof (together, "Claims"), which the undersigned now
has or may hereafter have against the Released Parties, or any of them, by
reason of any matter, cause, or thing arising from or in connection with, or in
any way relating to:
(1) that certain Stock Purchase Agreement dated April 11, 1994, between
Citibank, N.A. ("Citibank") and National Bancshares, Inc. ("NBI");
(2) that certain Stock Purchase Agreement, as Amended dated June 1, 1994,
between Citibank and NBI;
(3) any dealings, negotiations, discussions, communications, agreements,
or contracts between or among any Released Party or any of their parents,
subsidiaries, or affiliates, or any of their officers, directors,
employees, agents, representatives or lawyers, and any person or entity
relating to a purchase, sale or any other disposition of the shares of
common stock of Abigail Adams National Bancorp, Inc. ("Bancorp") pledged to
Citibank as collateral (the "Shares") or of Bancorp or the Adams National
Bank (the "Bank") (or of any interest in any of them);
(4) any dealings, negotiations, discussions, communications, agreements,
or contracts between the Releasing Parties or any of their parents,
subsidiaries or affiliates, or any of their
41
<PAGE>
officers, directors, employees, agents, representatives or lawyers, and any
person or entity relating to the purchase, sale or any other disposition of
the Shares or of Bancorp or the Bank (or of any interest in any of them);
(5) any action or inaction by or on behalf of the Released Parties, or any
of them, relating to the Shares, Bancorp or the Bank;
(6) that certain Rights Agreement dated as of April 12, 1994 between
Bancorp and the First National Bank of Maryland as Rights Agent, as
amended;
(7) any matter or thing that is the subject matter of any claim,
counterclaim, defense or allegation that was made in that certain lawsuit
currently pending in the Chancery Court of the State of Delaware in and for
New Castle County, captioned Citibank, N.A. v. Abigail Adams National
Bancorp, Inc., et al., Case No. C.A. 13464;
(8) any action or inaction of the Released Parties, or any of them, in
connection with Citibank's status as a pledgee or alleged shareholder of
the Shares; and
(9) any breach of fiduciary duty, or alleged breach of fiduciary duty, by
the Released Parties, or any of them, in connection with Bancorp, Adams or
the Shares.
(individually, a "Released Claim," and collectively, "Released Claims").
Notwithstanding the foregoing, the terms, "Released Claim" and "Released
Claims," shall not include, and this Release shall not release, discharge, alter
or impair any Claim, that:
(a) does not arise from, or is not in connection with or related to items
1 through 9, above;
(b) arises solely under the terms of the Term Loan Agreement or the Pledge
Agreement, each dated August 24, 1988, between Citibank as lender and Mark
G. Griffin, Karen Griffin, Richard W. Naing, Maria L. Naing, Barbara D.
Blum, the Wynmark Trust and the E.A. Griffin Trust as borrowers (the
"Borrowers"), and is a Claim which is, and continuously has been, owned and
held by one or more of such Borrowers;
(c) arises solely under the terms of that certain settlement agreement
dated as of June 30, 1994 between Citibank and Barbara D. Blum ("Blum"),
and is a Claim which is, and continuously has been owned and held by Blum;
or
(d) arises under, or constitutes a contract, agreement, promise, right,
privilege, immunity or indebtedness under, that certain Stock Purchase
Agreement dated April __, 1995 (as
42
<PAGE>
may be amended from time to time) between Citibank and Marshall T.
Reynolds, or under the "Escrow Agreement," as such term is defined therein.
Each of the Releasing Parties represents and warrants to the Released
Parties that he, she or it has not assigned or transferred any interest in any
Released Claim, and each of the Releasing Parties agrees individually, and not
jointly, to indemnify and hold the Released Parties harmless from any liability,
Claim, demand, damages, costs, expenses and attorneys' fees incurred as a result
of any person asserting any such assignment or transfer of any rights or claims
under such assignment or transfer by such Releasing Party. It is the intention
of each of the Releasing Parties that this indemnity does not require payment as
a condition precedent to recovery by the Released Parties from the undersigned
under this indemnity.
Each of the Releasing Parties agrees that if he, she or it hereafter
commences, joins in, or in any manner seeks relief through any suit arising out
of, based upon, or relating to any of the Released Claims or in any manner
asserts against a Released Party any of the Released Claims, then such Releasing
Party will pay to such Released Party, in addition to any other damages caused
thereby, all attorneys' fees incurred by the Released Party in defending or
otherwise responding to said suit or claim.
Each Released Party, by accepting the benefits of this Release, and the
undersigned further understand and agree that the execution and acceptance of
this Release shall not constitute or be construed as an admission of any
liability, claim, defense or counterclaim by or against any party.
[SIGNATURE(S) FOLLOW]
43
<PAGE>
____________________________________________
[individual]
STATE OF )
) ss.
CITY/COUNTY OF )
On this ___ day of _______________, in the year 1995, before me, the
undersigned, personally appeared _________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person whose name is subscribed to this instrument, and acknowledged that
[he/she] executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
____________________________________________
Notary Public in and for
Said County and State
[Seal]
44
<PAGE>
[Corporation]
By: ________________________________________
Title: _____________________________________
STATE OF )
) ss.
CITY/COUNTY OF )
On this ____ day of _____________, in the year 1995, before me, the
undersigned, personally appeared ________________________________, personally
known to me (or proved to me on the basis of satisfactory evidence) to be the
person who executed the within instrument as [president/vice-
president/secretary] or on behalf of the corporation therein named and
acknowledged that the corporation executed it.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year
before written.
___________________________________________
Notary Public in and for
Said County and State
[Seal]
45
<PAGE>
EXHIBIT B
THIS ASSIGNMENT is made this 28th day of April, 1995, between Marshall T.
Reynolds, hereinafter called "Reynolds" and Shirley A. Reynolds, Robert L.
Shell, Jr., Robert H. Beymer, Barbara W. Beymer, Thomas W. Wright, Deborah P.
Wright and Jeanne D. Hubbard, hereinafter called "Assignees."
WHEREAS, Reynolds has entered into a Stock Purchase Agreement dated April
21, 1995 with Citibank, N.A. (the "Agreement") pursuant to which Reynolds has
contracted to purchase from Citibank, N.A. up to 203,038 shares of common stock
of Abigail Adams National Bancorp, Inc. ("Bancorp Common Stock"); and
WHEREAS, Assignees desire to purchase certain of the shares of Bancorp
Common Stock which Reynolds has agreed to purchase from Citibank, N.A.;
WHEREAS, Reynolds is willing to assign to Assignees the right to purchase
such shares of Bancorp Common Stock pursuant to and in accordance with the terms
of the Agreement, and Assignees are willing to assume performance of the
obligations imposed upon Reynolds by the Agreement with respect to the shares of
Bancorp Common Stock they desire to purchase.
NOW, THEREFORE, WITNESSETH, in consideration of the premises, which shall
be construed to be an integral part of this Assignment and not as mere recitals,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, Reynolds hereby assigns to Assignees, and
Assignees hereby assume, all the rights and obligations for the
<PAGE>
purchase of the shares of Bancorp Common Stock under the Agreement as set forth
opposite their names below, all upon the terms and conditions of the Agreement,
the provisions of which are hereby incorporated by reference. By acceptance of
this Assignment as evidenced by their signatures below, each Assignee adopts all
of the Purchaser's representations, warranties, covenants and obligations set
forth in the Agreement as fully as if each Assignee had been an original party
signatory thereto.
SHIRLEY A. REYNOLDS
40,000 shares of Bancorp Common Stock in her sole name, and
80,538 shares of Bancorp Common Stock in joint name with Marshall
T. Reynolds
ROBERT L. SHELL, JR.
27,000 shares of Bancorp Common Stock
ROBERT H. BEYMER
7,000 shares of Bancorp Common Stock in joint name with Barbara
W. Beymer
BARBARA W. BEYMER
20,000 shares of Bancorp Common Stock in her sole name, and 7,000
shares of Bancorp Common Stock in joint name with Robert H.
Beymer
THOMAS W. WRIGHT
7,000 shares of Bancorp Common Stock in joint name with Deborah
P. Wright
DEBORAH P. WRIGHT
20,000 shares of Bancorp Common Stock in her sole name, and 7,000
shares of Bancorp Common Stock in joint name with Thomas W.
Wright
2
<PAGE>
JEANNE D. HUBBARD
1,500 shares of Bancorp Common Stock
This instrument is signed and sealed as of the date first above written.
/s/ Marshall T. Reynolds
------------------------
MARSHALL T. REYNOLDS
/s/ Shirley A. Reynolds
------------------------
SHIRLEY A. REYNOLDS
/s/ Robert L. Shell, Jr.
-------------------------
ROBERT L. SHELL, JR.
/s/ Robert H. Beymer
-------------------------
ROBERT H. BEYMER
/s/ Barbara W. Beymer
-------------------------
BARBARA W. BEYMER
/s/ Thomas W. Wright
-------------------------
THOMAS W. WRIGHT
/s/ Deborah P. Wright
-------------------------
DEBORAH P. WRIGHT
/s/ Jeanne D. Hubbard
-------------------------
JEANNE D. HUBBARD
3
<PAGE>
AGREEMENT EXHIBIT C
THIS AGREEMENT ("Agreement"), dated as of April 20, 1995, between Marshall
T. Reynolds (the "Purchaser") and Abigail Adams National Bancorp, Inc.
("Bancorp"), a Delaware corporation and bank holding company.
W I T N E S S E T H:
WHEREAS, pursuant to a Rights Agreement dated as of April 12, 1994, between
Bancorp and The First National Bank of Maryland, as rights agent (the "Bancorp
Rights Agreement"), Bancorp declared a dividend of one common share purchase
right (the "Rights") for each outstanding share of common stock, par value
$10.00 per share, of Bancorp ("Bancorp Common Stock"), payable to shareholders
of record of Bancorp common stock on April 23, 1994; and
WHEREAS, the Rights are not exercisable until the "Distribution Date"
described in the Bancorp Rights Agreement; and
WHEREAS, the Purchaser contemplates entering into a Stock Purchase
Agreement ("Stock Purchase Agreement") with Citibank, N.A. (the "Seller"), a
national banking association, the form of which is attached hereto as Exhibit A,
which provides, subject to the conditions therein contained, for the sale by
Seller to Purchaser of 203,038 shares (the "Shares") of Bancorp Common Stock,
said purchase being referred to in the Stock Purchase Agreement and this
Agreement as the "Acquisition"; and
WHEREAS, Purchaser and Seller are unwilling to enter into the Stock
Purchase Agreement without the execution of this Agreement, such that a
condition precedent to Purchaser's execution of the Stock Purchase Agreement is
the execution of this Agreement by Bancorp and the performance or the
undertaking to perform, as applicable, by Bancorp of its obligations hereunder;
and
WHEREAS, Bancorp has determined that consummation of the Acquisition,
subject to the terms set forth herein is in the best interests of Bancorp and
its stockholders; and
NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto do hereby agree as
follows:
<PAGE>
ARTICLE I
DEFINITIONS
Capitalized terms not otherwise defined herein are defined as in the
Bancorp Rights Agreement, a copy of which is attached hereto as Exhibit B, and
the form of Stock Purchase Agreement, a copy of which is attached hereto as
Exhibit A.
"Employment Agreement" shall mean the employment agreement dated March 31,
1993 among Bancorp, the Adams National Bank ("Adams") and Barbara Davis Blum, as
amended effective December 31, 1994, and as it may be further amended from time
to time.
"Severance Agreements" shall mean the severance agreements referenced in
Item 5 of Bancorp's Form 8-K report dated April 27, 1994 and appended thereto as
Exhibits No. 10.1 through 10.7, as such may be amended from time to time.
ARTICLE II
COVENANTS, UNDERTAKINGS AND OBLIGATIONS OF PURCHASER
2.1 TENDER OFFER
Within twenty (20) business days following the Initial Closing Date of
the Acquisition, Purchaser will commence a cash tender offer directed to all
stockholders of Bancorp (other than Seller), whereby Purchaser will offer to
purchase all outstanding shares of Bancorp Common Stock owned by such
stockholders for a cash price of $21.00 per share (the "Tender Offer"). The
Tender Offer shall remain open for a minimum of twenty (20) business days (the
"Tender Offer Period") and Purchaser shall purchase pursuant to the Tender Offer
all shares tendered and not withdrawn during the Tender Offer Period. The
Tender Offer shall be conducted in accordance with the requirements of Section
14(d) of the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, and in accordance with all other applicable requirements
of law.
2.2 Purchaser covenants and agrees that, prior to the consummation of the
Tender Offer and the payment in full for any shares tendered, neither the
Purchaser nor any assignee of the Shares (or of Purchaser's right to purchase
the Shares) will vote such Shares without the consent of Bancorp's Board of
Directors, to change in any respect the composition of the Board of Directors.
ARTICLE III
COVENANTS, UNDERTAKINGS AND OBLIGATIONS OF BANCORP
3.1 Bancorp agrees to take all actions necessary so that the execution,
delivery and performance of the Stock Purchase
2
<PAGE>
Agreement and consummation of the Acquisition and the Tender Offer as
contemplated by this Agreement do not and will not result in Purchaser, any of
his Permitted Assignees (as defined by the Stock Purchase Agreement), or any of
their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse
Person" (as such terms are defined in the Bancorp Rights Agreement), enable or
require any Rights under the Bancorp 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 Bancorp Rights Agreement), which the parties hereto agree
may be effected by means of an amendment to the Rights Plan without a redemption
of the Rights.
3.2 Bancorp agrees not to take any action to oppose or impede consummation
of the Acquisition.
3.3 Bancorp agrees to take and to cause Adams 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 as
contemplated by the Stock Purchase Agreement and this Agreement do not
constitute a "Change in Control" under the terms of any of the Severance
Agreements or otherwise cause any of the rights or benefits of the employees
thereunder to become exercisable or triggered.
3.4 Except as contemplated or required by the terms of this Agreement,
Bancorp agrees that prior to the Initial Closing Date, it shall not amend or
alter in any fashion the Bancorp Rights Agreement.
3.5 Except as contemplated or required by the terms of this Agreement,
Bancorp agrees that prior to the Initial Closing Date, it shall not amend or
alter, or permit Adams to amend or alter, in any fashion any of the Severance
Agreements or Employment Agreement without the prior written consent of the
Purchaser.
3.6 Except as otherwise permitted hereby, between the date hereof and the
Initial Closing Date, Bancorp agrees that it will not, and will cause Adams not
to, without the prior written approval of the Purchaser:
(a) Make any change in its authorized capital stock.
(b) Issue any shares of its capital stock, securities convertible
into its capital stock, or any long term debt securities.
(c) Issue or grant any options, warrants, or other rights to purchase
shares of its common stock.
3
<PAGE>
(d) Enter into, amend to materially increase its obligations under or
materially increase its current level of contributions to, any pension,
retirement, stock option, profit sharing, deferred compensation, bonus, group
insurance, or similar plan in respect of any of its directors, officers, or
other employees.
(e) Mortgage, pledge, or subject to a lien or any other encumbrance,
any of their assets, dispose of any of its assets, incur or cancel any debts or
claims, or increase the current level of compensation or benefits payable to its
officers, employees or directors, except in the ordinary course of business as
heretofore conducted, or take any other action not in the ordinary course of its
business as heretofore conducted or incur any material obligation or enter into
any material contract not in the ordinary course of business.
(f) Amend its Certificate of Incorporation or By-Laws, in the case of
Bancorp, or its Articles of Association or By-laws, in the case of Adams.
3.7 (a) Notwithstanding any other provision of this Agreement, the
parties agree that the Employment Agreement may be amended by Bancorp and Adams
to provide for one or more extensions of the termination date of such agreement
to a date not beyond 90 days following the Initial Closing Date, on the same
terms and conditions, except for the termination date, as provided for therein.
(b) Notwithstanding any other provision of this Agreement, Bancorp
for incentive purposes may adopt a stock option plan and during the first year
of the plan issue to directors and employees of Bancorp and Adams stock options
to purchase in the aggregate a number of shares of Bancorp Common Stock not in
excess of 2.5% of the number of shares of Bancorp Common Stock outstanding on
the date hereof.
3.8 At the Initial Closing, upon satisfaction of the conditions set forth
in Article VI of the Stock Purchase Agreement, Bancorp shall deliver, and shall
cause Adams to deliver, a release of claims against National Bancshares, Inc.
("NBI") and each of its directors (collectively, the "NBI Group") and its
officers, employees and agents, in all material respects in the form attached to
the Stock Purchase Agreement as Exhibit C.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PURCHASER
4.1 AUTHORIZED AND EFFECTIVE AGREEMENT
4
<PAGE>
(a) Purchaser has all requisite power and authority to enter into and
perform all of its obligations under this Agreement and the Stock Purchase
Agreement. The execution and delivery of this Agreement and the Stock Purchase
Agreement and the consummation of the transactions contemplated hereby and
thereby have been duly and validly authorized by all necessary action in respect
thereof on the part of Purchaser. This Agreement constitutes a legal, valid and
binding obligation of Purchaser, which is enforceable against Purchaser in
accordance with its terms, subject, as to enforceability, to bankruptcy,
insolvency, receivership or conservatorship and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
(b) Neither the execution and delivery of this Agreement or the Stock
Purchase Agreement, nor consummation of the transactions contemplated hereby or
thereby, nor compliance by Purchaser with any of the provisions hereof or
thereof, shall (i) constitute or result in a breach of any term, condition or
provision of, or constitute a default under, or give rise to any right of
termination, cancellation or acceleration with respect to, or result in the
creation of any lien, charge or encumbrance upon any property or asset of
Purchaser pursuant to, any note, bond, mortgage, indenture, license, agreement
or other instrument or obligation, or (ii) subject to receipt of all required
governmental approvals, violate any order, writ, injunction, decree, statute,
rule or regulation applicable to Purchaser.
4.2 LEGAL PROCEEDINGS: REGULATORY APPROVALS
To the best of Purchaser's knowledge, as of the date of Purchaser's
execution and delivery of this Agreement, there are no actual actions, suits or
proceedings which present a claim to restrain or prohibit the transactions
contemplated herein. No fact or condition relating to Purchaser known to
Purchaser exists that would prohibit Purchaser from obtaining all of the
regulatory approvals contemplated herein.
5
<PAGE>
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF BANCORP
5.1 AUTHORIZED AND EFFECTIVE AGREEMENT
(a) Bancorp has all requisite corporate power and authority to enter
into and to perform all of its obligations under this Agreement. The execution
and delivery of this Agreement and consummation of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate action
in respect thereof on the part of Bancorp. This Agreement constitutes a legal,
valid and binding obligation of Bancorp, which is enforceable against Bancorp in
accordance with its terms, subject, as to enforceability, to bankruptcy,
insolvency, receivership or conservatorship and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
(b) Neither the execution and delivery of this Agreement nor
consummation of the transactions contemplated hereby, nor compliance by Bancorp
with any of the provisions hereof, shall (i) conflict with or result in a breach
of any provision of the Certificate of Incorporation or By-laws of Bancorp, (ii)
constitute or result in a breach of any term, condition or provision of, or
constitute a default under, or give rise to any Distribution Date with respect
to, the Bancorp Rights Agreement or any related documents, or (iii) subject to
receipt of all required governmental approvals, violate any order, writ,
injunction, decree, statute, regulation applicable to Bancorp.
5.2 LEGAL PROCEEDINGS
To the best of Bancorp's knowledge, as of the date of Bancorp's
execution and delivery of this Agreement, there are no actual pending actions,
suits or proceedings which present a claim to restrain or prohibit the
transactions contemplated herein.
ARTICLE VI
CONDITIONS PRECEDENT
6.1 CONDITION PRECEDENT TO PURCHASER'S EXECUTION OF THIS AGREEMENT
Purchaser's execution of this Agreement shall be subject to the
receipt by Purchaser and Seller of the opinion of Covington & Burling that the
execution, delivery and performance of the Stock Purchase Agreement and
consummation of the Tender Offer shall not result in the Purchaser or any of his
Permitted Assignees (as defined by the Stock Purchase Agreement) or any of
6
<PAGE>
their "Affiliates" or "Associates" becoming an "Acquiring Person" or an "Adverse
Person" (as such terms are defined by the Bancorp Rights Agreement) under the
Bancorp Rights Agreement or enable or require any Rights under the Bancorp
Rights Agreement to become exercisable, and that a "Distribution Date" (as such
term is defined in the Bancorp Rights Agreement) will not occur as a result of
the execution, delivery and performance of the Stock Purchase Agreement or the
announcement or consummation of the Tender Offer, such opinion to be in form and
substance satisfactory to Seller, Purchaser and their respective counsel.
6.2 CONDITIONS PRECEDENT - PURCHASER
The obligations of the Purchaser to effect the Tender Offer as
contemplated by Section 2.1 of this Agreement shall be subject to satisfaction
of the following additional conditions at or immediately prior to the Initial
Closing Date of the Acquisition under the Stock Purchase Agreement unless waived
by Purchaser pursuant to Section 7.3 hereof:
(a) The representations and warranties of Bancorp set forth in
Section 5.1 hereof shall be true and correct in all material respects as of the
date of this Agreement and as of such Initial Closing Date as though made on and
as of such Initial Closing Date, except as otherwise expressly provided in this
Agreement or consented to in writing by Purchaser.
(b) Purchaser shall have consummated the Acquisition.
(c) Bancorp shall have in all material respects performed all
obligations and complied with all covenants required or made by it in this
Agreement.
(d) Bancorp shall have delivered to Purchaser and Seller a
certificate, dated as of the Initial Closing Date and signed by its authorized
representative, stating that to the (i) best of such person's knowledge the
conditions set forth in Section 6.2(c) have been satisfied; and (ii) since the
date of execution of this Agreement the Bancorp Rights Agreement has not been
amended or altered in any fashion, (iii) since the date of the certificate of
Bancorp directors and officers referred to and relied upon in the opinion of
Covington & Burling described in Section 6.1 hereof, no change has occurred in
any of the matters and facts set forth in such certificate.
ARTICLE VII
TERMINATION, WAIVER AND AMENDMENT
7.1 TERMINATION
7
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This Agreement shall terminate, without any further action on the part
of either party, effective immediately upon the termination of the Stock
Purchase Agreement prior to the Initial Closing Date and may be terminated as
follows:
(a) At any time by the mutual consent in writing of the parties
hereto.
(b) At any time, by Purchaser in writing if Bancorp has, or by
Bancorp in writing if Purchaser has, in any material respect, breached (i) any
covenant or undertaking contained herein or (ii) any representation or warranty
contained herein, which breach has been materially adverse, and in the case of
(i) or (ii) such breach has not been cured by the earlier of 30 days after the
date on which written notice of such breach is given to the party committing
such breach or the Initial Closing Date; provided that neither party may
terminate this Agreement pursuant to this Section 7.1(b) if at such time such
party has, in any material respect, breached (i) any covenant or undertaking
contained herein or (ii) any representation or warranty contained herein and, in
either case, such breach has not been cured in all material respects.
7.2 EFFECT OF TERMINATION
In the event this Agreement is terminated pursuant to Section 7.1
hereof, this Agreement shall become void and have no effect.
7.3 WAIVER
Except with respect to any required regulatory approval, each party
hereto, by written instrument signed by an authorized officer of such party, may
at any time extend the time for the performance of any of the obligations or
other acts of the other party hereto and may waive (i) any inaccuracies of the
other party in the representations or warranties contained in this Agreement or
any document delivered pursuant hereto, (ii) compliance with any of the
covenants, undertakings or agreements of the other party, or satisfaction of any
of the conditions precedent to its obligations, contained herein or (iii) the
performance by the other party of any of its obligations set out herein. No
waiver or extension shall be effective unless it is in writing signed by the
party granting such waiver or extension.
7.4 AMENDMENT OR SUPPLEMENT
This Agreement may be amended or supplemented in writing at any time
by mutual agreement of Purchaser and Bancorp. No modification or amendment of,
or supplement to, this Agreement
8
<PAGE>
shall be effective unless signed by the party to be bound by such modification,
amendment or supplement.
9
<PAGE>
ARTICLE VIII
MISCELLANEOUS
8.1 EXPENSES
Except as provided elsewhere in this Agreement, each party shall bear
and pay all fees, expenses and costs that it incurred in connection with the
transactions contemplated by this Agreement, without limitation, fees and
expenses of its own financial consultants, accountants and counsel.
8.2 ENTIRE AGREEMENT
This Agreement contains the entire agreement between the parties with
respect to the transactions contemplated hereunder and supersedes all prior
arrangements or understandings with respect thereto, written or oral, with
respect to the subject matter hereof. The terms and conditions of this
Agreement shall inure to the benefit of and be binding upon the parties hereto,
and their respective successors and Permitted Assignees. Nothing in this
Agreement, expressed or implied, is intended to confer upon any party, other
than the parties hereto, and their successors, any rights, remedies, obligations
or liabilities.
8.3 NO ASSIGNMENT
Neither of the parties hereto may assign any of its rights or
obligations under this Agreement to any other person without the prior written
consent of the non-assigning party.
8.4 NOTICES
All notices or other communications which are required or permitted
hereunder shall be in writing and sufficient if delivered personally or sent by
overnight express, or by registered or certified mail, postage prepaid,
addressed as follows:
If to Bancorp:
Abigail Adams National Bancorp, Inc.
1627 K Street, N.W.
Washington, DC 20006
Attention: Barbara Davis Blum
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<PAGE>
With a required copy to:
Covington & Burling
1201 Pennsylvania Avenue, N.W.
P. O. Box 7566
Washington, DC 20044
Attention: D. Michael Lefever, Esquire
If to Purchaser:
Marshall T. Reynolds
P. O. Box 4040
Huntington, West Virginia 25729
With a required copy to:
Huddleston, Bolen, Beatty, Porter & Copen
611 Third Avenue
P. O. Box 2185
Huntington, West Virginia 25722-2185
Attention: Thomas J. Murray, Esquire
8.5 CAPTIONS
The captions contained in this Stock Purchase Agreement are for
reference purposes only and are not part of this Agreement.
8.6 COUNTERPARTS
This Agreement may be executed in any number of counterparts, and each
such counterpart shall be deemed to be an original instrument, but all such
counterparts together shall constitute but one agreement.
IN WITNESS WHEREOF, the corporate party has caused this Agreement to be
executed in counterparts by its duly authorized officers and its corporate seal
to be hereunto affixed and attested by its officers thereunto duly authorized,
and the individual party has signed his name, all as of the day and year first
above written.
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ABIGAIL ADAMS NATIONAL BANCORP, INC.
By: /S/ Barbara Davis Blum
---------------------------------
Its: Chairwoman and CEO
--------------------------
/s/ Marshall T. Reynolds
-------------------------------------
MARSHALL T. REYNOLDS
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EXHIBIT A
OMITTED FROM THIS EXHIBIT - DOCUMENT
APPEARS AS EXHIBIT A TO THIS SCHEDULE 13D
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EXHIBIT B
RIGHTS AGREEMENT
Agreement, dated as of April 12, 1994, between ABIGAIL ADAMS NATIONAL
BANCORP, INC., a Delaware corporation (the "Company"), and The FIRST NATIONAL
BANK OF MARYLAND, a national banking association (the "Rights Agent").
The Board of Directors of the Company has authorized and declared a
dividend of one common share purchase right (a "Right") for each Common Share
(as hereinafter defined) of the Company outstanding on April 25, 1994 (the
"Record Date"), each Right representing the right to purchase one Common Share,
upon the terms and subject to the conditions herein set forth, and has further
authorized and directed the issuance of one Right with respect to each Common
Share that shall become outstanding between the Record Date and the earliest of
the Distribution Date, the Redemption Date and the Final Expiration Date (as
such terms are hereinafter defined).
Accordingly, in consideration of the premises and the mutual
agreements herein set forth, the parties hereby agree as follows:
Section 1. CERTAIN DEFINITIONS. For purposes of this Agreement, the
following terms have the meanings indicated:
(a) "Acquiring Person" shall mean any Person (as such term is
hereinafter defined) who or which, together with all Affiliates and Associates
(as such terms are hereinafter defined) of such Person, shall become, after the
date hereof, the Beneficial Owner or Record Owner (as such terms are hereinafter
defined) of 25% or more of the Common Shares then outstanding, but shall not
include the Company, any Subsidiary (as such term is hereinafter defined) of the
Company or any employee benefit plan of the Company or any Subsidiary of the
Company, or any entity holding Common Shares for or pursuant to the terms of any
such plan.
(b) "Adverse Person" shall mean any Person who or which, together
with all Affiliates and Associates of such Person (i) is or becomes the
Beneficial Owner or Record Owner of 15% or more of the Common Shares then
outstanding, and at least a majority of the Board of Directors of the Company
who are not officers of the Company, after reasonable inquiry and investigation,
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including consultation with such persons as such directors shall deem
appropriate, shall conclude that the effect of such stock ownership, in the
light of the actions which the Person proposes or is likely to take, is
potentially materially adverse to the Company's business, assets, competitive
position, prospects or other shareholders; (ii) is or becomes the Beneficial
Owner or Record Owner of 15% or more of the Common Shares then outstanding and
at least a majority of the Board of Directors of the Company who are not
officers of the Company determine, after reasonable inquiry and investigation,
including consultation with such persons as such directors shall deem
appropriate, that (a) such Beneficial Ownership or Record Ownership by such
Person is intended to cause the Company to repurchase the Common Shares owned by
such Person or to cause pressure on the Company to take action or enter into a
transaction or series of transactions intended to provide such Person with
short-term financial gain or any economic benefit not otherwise available to
other shareholders under circumstances where the Board of Directors of the
Company determines that the best long-term interests of the Company and all its
stockholders would not be served by taking such action or entering into such
transactions or series of transactions at that time or (b) such Beneficial
Ownership or Record Ownership is causing or reasonably likely to cause a
material adverse impact (including, but not limited to, impairment of
relationships with customers or impairment of the Company's ability to maintain
its competitive position) on the business or prospects of the Company or its
shareholders; (iii) is or becomes the Beneficial Owner or Record Owner of 15% or
more of the Common Shares then oustatnding and exercises or attempts to
exercise, directly or indirectly, a controlling influence over the management or
policies of the Company or otherwise exercises "control" of the Company, as such
term is defined in 12 C.F.R. Section-225.2(e); or (iv) is or becomes the
Beneficial Owner or Record Owner of 15% or more of the Common Shares then
outstanding and sells, transfers, assigns or otherwise disposes of all or a
portion of such Common Shares in a manner that results in a Person owning 9.9%
or more of the Common Shares then outstanding.
(c) "Affiliate" and "Associate" shall have the respective meanings
ascribed to such terms in Rule 12b-2 of the General Rules and Regulations under
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as in
effect on the date of this Agreement. The terms "Affiliate" and "Associate"
shall also include any Person who is "acting in concert" with another Person, as
such term is defined in 12 C.F.R. Section-574.2.
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(d) A Person shall be deemed the "Beneficial Owner" of and shall be
deemed to "beneficially own" any securities:
(i) which such Person or any of such Person's Affiliates or
Associates beneficially owns, directly or indirectly;
(ii) which such Person or any of such Person's Affiliates or As-
sociates has (A) the right to acquire (whether such right is
exercisable immediately or only after the passage of time or the
receipt of regulatory approvals or both) pursuant to any agreement,
arrangement or understanding (other than customary agreements with and
between underwriters and selling group members with respect to a bona
fide public offering of securities), or upon the exercise of
conversion rights, exchange rights, rights (other than these Rights),
warrants or options, or otherwise; PROVIDED, HOWEVER, that a Person
shall not be deemed the Beneficial Owner of, or to beneficially own,
securities tendered pursuant to a tender or exchange offer made by or
on behalf of such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for purchase or
exchange; or (B) the right to vote pursuant to any agreement,
arrangement or understanding; PROVIDED, HOWEVER, that a Person shall
not be deemed the Beneficial Owner of, or to beneficially own, any
security if the agreement, arrangement or understanding to vote such
security (1) arises solely from a revocable proxy or consent given to
such Person in response to a public proxy or consent solicitation made
pursuant to, and in accordance with, the applicable rules and
regulations of the Exchange Act and (2) is not also then reportable on
Schedule 13D under the Exchange Act (or any comparable or successor
report), or
(iii) which are beneficially owned, directly or indirectly, by
any other Person with which such Person or any of such Person's
Affiliates or Associates has any agreement, arrangement or
understanding (other than customary agreements with and between
underwriters and selling group members with respect to a bona fide
public offering of securities) for the purpose of acquiring, holding,
voting (except to the extent contemplated by the proviso to Section
1(d)(ii)(B)) or disposing of any securities of the Company.
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(e) "Business Day" shall mean any day other than a Saturday, a
Sunday, or a day on which banking institutions in the District of Columbia are
authorized or obligated by law or executive order to close.
(f) "Citibank" shall mean Citibank, N.A., New York, New York,
including all Affiliates and Associates thereof, except the Company. As of the
date hereof, Citibank is not an Acquiring Person or an Adverse Person, even
though it is the Beneficial Owner of approximately 71% of the Common Shares,
based on a Schedule 13D filed by Citibank with the Securities and Exchange
Commission on August 26, 1992. Citibank would become an Acquiring Person if it
became the Record Owner of the Common Shares it now beneficially owns. The
transfer of the Common Shares beneficially owned by Citibank to a liquidating
trustee appointed at the request of or with the concurrence of the Board of
Governors of the Federal Reserve System in order to sell such shares would not
result in such liquidating trustee being an Acquiring Person. As of the date
hereof, Citibank is not an Adverse Person even though it is the Beneficial Owner
of more than 15% of the Common Shares, but Citibank would become an Adverse
Person if any of the findings of the Company's Board of Directors or if any of
the events or actions described in Section 1(b) has occurred or is likely to
occur. In accordance with the second paragraph of Section 11(a)(ii) hereof, any
Rights owned, directly or indirectly, by Citibank, whether as Beneficial Owner
or Record Owner, including but not limited to Rights relating to the Common
Shares covered by Citibank's Schedule 13D of August 26, 1992, shall be void upon
Citibank becoming an Acquiring Person or an Adverse Person.
(g) "Close of business" on any given date shall mean 5:00 P.M.,
District of Columbia time, on such date; PROVIDED, HOWEVER, that if such date is
not a Business Day it shall mean 5:00 P.M., District of Columbia time, on the
next succeeding Business Day.
(h) "Common Shares" when used with reference to the Company shall
mean the shares of common stock, $10.00 par value, of the Company. "Common
Shares" when used with reference to any Person other than the Company shall mean
the capital stock (or equity interest) with the greatest voting power of such
other Person or, if such other Person is a Subsidiary of another Person, the
Person or Persons which ultimately control such first-mentioned Person.
(i) "Distribution Date" shall have the meaning set forth in Section 3
hereof.
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(j) "Final Expiration Date" shall have the meaning set forth in
Section 7 hereof.
(k) "Person" shall mean any individual, firm, corporation or other
entity, and shall include any successor (by merger or otherwise) of such entity.
(l) A "Record Owner" of any securities shall mean the Person whose
name appears on the stock transfer books of a company as the registered owner of
such securities.
(m) "Redemption Date" shall have the meaning set forth in Section 7
hereof.
(n) "Shares Acquisition Date" shall mean the first date of public
announcement by the Company or an Acquiring Person that an Acquiring Person has
become such.
(o) "Subsidiary" of any Person shall mean any corporation or other
entity of which a majority of the voting power of the voting equity securities
or equity interest is owned, directly or indirectly, by such Person.
(p) "Voting Stock" shall mean (i) the Common Shares and (ii) any
other shares of capital stock of the Company entitled to vote generally in the
election of directors or entitled to vote together with the Common Shares in
respect of any merger, consolidation, sale of all or substantially all of the
Company's assets, liquidation, dissolution or winding up.
Section 2. APPOINTMENT OF RIGHTS AGENT. The Company hereby appoints
the Rights Agent to act as agent for the Company and the holders of the Rights
(who, in accordance with Section 3 hereof, shall prior to the Distribution Date
also be the holders of the Common Shares) in accordance with the terms and
conditions hereof, and the Rights Agent hereby accepts such appointment. The
Company may from time to time appoint such co-Rights Agents as it may deem
necessary or desirable.
Section 3. ISSUE OF RIGHT CERTIFICATES. (a) Until the earliest of
(i) the tenth day after the Shares Acquisition Date; (ii) the tenth day after
the date of the commencement of, or of the first public announcement of the
intention of any Person (other than the Company, any Subsidiary of the Company,
any employee benefit plan of the Company or of any Subsidiary of the Company or
any entity
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holding Common Shares for or pursuant to the terms of any such plan) to
commence, a tender or exchange offer the consummation of which would result in
any Person becoming the Beneficial Owner or Record Owner of Common Shares
aggregating 25% or more of the then outstanding Common Shares; or (iii) the date
a Person becomes an Adverse Person (including any such date which is after the
date of this Agreement and prior to the issuance of the Rights; the earliest of
such dates being herein referred to as the "Distribution Date"), (x) the Rights
will be evidenced (subject to the provisions of Section 3(b) hereof) by the
certificates for Common Shares registered in the names of the holders thereof
(which certificates shall also be deemed to be Right Certificates) and not by
separate Right Certificates; and (y) the right to receive Right Certificates
will be transferable only in connection with the transfer of Common Shares. As
soon as practicable after the Distribution Date, the Company will prepare and
execute, the Rights Agent will countersign, and the Company will send or cause
to be sent (and the Rights Agent will, if requested, send) by first-class,
insured, postage-prepaid mail, to each record holder of Common Shares as of the
close of business on the Distribution Date, at the address of such holder shown
on the records of the Company, a Right Certificate, in substantially the form of
Exhibit A hereto (a "Right Certificate"), evidencing one Right for each Common
Share so held. As of the Distribution Date, the Rights will be evidenced solely
by such Right Certificates.
(b) On the Record Date or as soon as practicable thereafter, the
Company will send a copy of a Summary of Rights to Purchase Common Shares, in
substantially the form of Exhibit B hereto (the "Summary of Rights"), by first-
class, postage-prepaid mail, to each Record Owner of Common Shares as of the
close of business on the Record Date, at the address of such holder shown on the
records of the Company. With respect to certificates for Common Shares
outstanding as of the Record Date, until the Distribution Date, the Rights will
be evidenced by such certificates registered in the names of the holders thereof
together with a copy of the Summary of Rights attached thereto. Until the
Distribution Date (or the earlier of the Redemption Date or Final Expiration
Date), the surrender for transfer of any certificate for Common Shares
outstanding on the Record Date, with or without a copy of the Summary of Rights
attached thereto, shall also constitute the transfer of the Rights associated
with the Common Shares represented thereby.
(c) Certificates for Common Shares which become outstanding
(including, without limitation, reacquired Common Shares referred to in the last
sentence of this paragraph (c)) after the Record Date but prior to the earliest
of
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the Distribution Date, the Redemption Date or the Final Expiration Date shall
have impressed on, printed on, written on or otherwise affixed to them the
following legend:
This certificate also evidences and entitles the holder
hereof to certain rights as set forth in a Rights Agreement
between ABIGAIL ADAMS NATIONAL BANCORP, INC., and THE FIRST
NATIONAL BANK OF MARYLAND, dated as of April 12, 1994 (the
"Rights Agreement"), the terms of which are hereby
incorporated herein by reference and a copy of which is on
file at the principal executive offices of ABIGAIL ADAMS
NATIONAL BANCORP, INC. Under certain circumstances, as set
forth in the Rights Agreement, such Rights will be evidenced
by separate certificates and will no longer be evidenced by
this certificate. ABIGAIL ADAMS NATIONAL BANCORP, INC. will
mail to the holder of this certificate a copy of the Rights
Agreement without charge after receipt of a written request
thereof. As described in the Rights Agreement, Rights
issued to Acquiring Persons or Adverse Persons (as defined
in the Rights Agreement) shall become null and void.
With respect to such certificates containing the foregoing legend, until the
Distribution Date, the Rights associated with the Common Shares represented by
such certificates shall be evidenced by such certificates alone, and the
surrender for transfer of any such certificate shall also constitute the
transfer of the Rights associated with the Common Shares represented thereby.
In the event that the Company purchases or acquires any Common Shares after the
Record Date but prior to the Distribution Date, any Rights associated with such
Common Shares shall be deemed cancelled and retired so that the Company shall
not be entitled to exercise any Rights associated with the Common Shares which
are no longer outstanding.
Section 4. FORM OF RIGHT CERTIFICATES. The Right Certificates (and
the forms of election to purchase Common Shares and of assignment to be printed
on the reverse thereof) shall be substantially the same as Exhibit A hereto and
may have such marks of identification or designation and such legends, summaries
or endorsements printed thereon as the Company may deem
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appropriate and as are not inconsistent with the provisions of this Agreement,
or as may be required to comply with any applicable law or with any rule or
regulation of any stock exchange or quotation system on which the Rights may
from time to time be listed, or to conform to usage. Subject to the provisions
of Section 22 hereof, the Right Certificates shall entitle the holders thereof
to purchase such number of Common Shares as shall be set forth therein at the
price per Common Share set forth therein (the "Purchase Price"), but the number
of such Common Shares and the Purchase Price shall be subject to adjustment as
provided herein.
Section 5. COUNTERSIGNATURE AND REGISTRATION. The Right Certificates
shall be executed on behalf of the Company by its Chairman of the Board, its
President, any of its Executive or Senior Vice Presidents or any of its Vice
Presidents, either manually or by facsimile signature, shall have affixed
thereto the Company's seal or a facsimile thereof, and shall be attested by the
Secretary or an Assistant Secretary, or the Treasurer or an Assistant Treasurer,
of the Company, either manually or by facsimile signature. The Right
Certificates shall be manually or by facsimile signature countersigned by the
Rights Agent and shall not be valid for any purpose unless countersigned. In
case any officer of the Company who shall have signed any of the Right
Certificates shall cease to be such officer of the Company before
countersignature by the Rights Agent and issuance and delivery by the Company,
such Rights Certificates, nevertheless, may be countersigned by the Rights Agent
and issued and delivered by the Company with the same force and effect as though
the person who signed such Right Certificates had not ceased to be such officer
of the Company; and any Right Certificate may be signed on behalf of the Company
by any person who, at the actual date of the execution of such Right
Certificate, shall be a proper officer of the Company to sign such Right
Certificate, although at the date of the execution of this Rights Agreement any
such person was not such an officer.
Following the Distribution Date, the Rights Agent will keep or cause
to be kept, at its shareholder services office, books for registration and
transfer of the Right Certificates issued hereunder. Such books shall show the
names and addresses of the respective holders of the Right Certificates, the
number of Rights evidenced on its face by each of the Right Certificates and the
date of each of the Right Certificates.
Section 6. TRANSFER, SPLIT UP, COMBINATION AND EXCHANGE OF RIGHT
CERTIFICATES; MUTILATED, DESTROYED, LOST OR STOLEN RIGHT CERTIFICATES. Subject
to
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the provisions of Section 14 hereof, at any time after the close of business on
the Distribution Date, and at or prior to the close of business on the earlier
of the Redemption Date or the Final Expiration Date, any Right Certificate or
Right Certificates may be transferred, split up, combined or exchanged for
another Right Certificate or Right Certificates, entitling the registered holder
to purchase a like number of Common Shares as the Right Certificate or Right
Certificates surrendered then entitled such holder to purchase. Any registered
holder desiring to transfer, split up, combine or exchange any Right Certificate
or Right Certificates shall make such request in writing delivered to the Rights
Agent, and shall surrender the Right Certificate or Right Certificates to be
transferred, split up, combined or exchanged at the office of the Rights Agent.
Thereupon the Rights Agent shall countersign and deliver to the person entitled
thereto a Right Certificate or Right Certificates, as the case may be, as so
requested. The Company may require payment of a sum sufficient to cover any tax
or governmental charge that may be imposed in connection with any transfer,
split up, combination or exchange of Right Certificates.
Upon receipt by the Company and the Rights Agent of evidence
reasonably satisfactory to them of the loss, theft, destruction or mutilation of
a Right Certificate, and, in case of loss, theft or destruction, of indemnity or
security reasonably satisfactory to them, and at the Company's request,
reimbursement to the Company and the Rights Agent of all reasonable expenses
incidental thereto, and upon surrender to the Rights Agent and cancellation of
the Right Certificate if mutilated, the Company will make and deliver a new
Right Certificate of like tenor to the Rights Agent for delivery to the
registered holder in lieu of the Right Certificate so lost, stolen, destroyed or
mutilated.
Section 7. EXERCISE OF RIGHTS AND EXPIRATION DATE OF RIGHTS. (a)
The registered holder of any Right Certificate may exercise the Rights evidenced
thereby (except as otherwise provided herein) in whole or in part at any time
after the Distribution Date upon surrender of the Right Certificate, with the
form of election to purchase on the reverse side thereof duly executed, to the
Rights Agent, together with payment of the Purchase Price for each Common Share
as to which the Rights are exercised, at or prior to the earlier of (i) the
close of business on December 31, 2003 (the "Final Expiration Date"), or (ii)
the time at which the Rights are redeemed as provided in Section 23 hereof (the
"Redemption Date").
(b) The Purchase Price for each Common Share shall initially be
$60.33, shall be subject to adjustment from time to time as provided in Sections
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11 and 13 hereof and shall be paid in lawful money of the United States of
America in accordance with paragraph (c) below.
(c) Upon receipt of a Right Certificate representing exercisable
Rights, with the form of election to purchase duly executed, accompanied by
payment of the Purchase Price for the shares to be purchased and an amount equal
to any applicable transfer tax required to be paid by the holder of such Right
Certificate in accordance with Section 9 hereof by certified check, cashier's
check, bank draft or money order payable to the order of the Company or the
Rights Agent, the Rights Agent shall thereupon promptly (i) requisition from any
transfer agent of the Common Shares certificates for the number of Common Shares
to be purchased and the Company hereby irrevocably authorizes its transfer agent
to comply with all such requests, (ii) when appropriate, requisition from the
Company the amount of cash to be paid in lieu of issuance of fractional shares
in accordance with Section 14 hereof, (iii) after receipt of such certificates,
cause the same to be delivered to or upon the order of the registered holder of
such Right Certificate, registered in such name or names as may be designated by
such holder and (iv) when appropriate, after receipt, deliver such cash to or
upon the order of the registered holder of such Right Certificate.
(d) In case the registered holder of any Right Certificate shall
exercise less than all the Rights evidenced thereby, a new Right Certificate
evidencing Rights equivalent to the Rights remaining unexercised shall be issued
by the Rights Agent to the registered holder of such Right Certificate or to his
duly authorized assigns, subject to the provisions of Section 14 hereof.
Section 8. CANCELLATION AND DESTRUCTION OF RIGHT CERTIFICATES. All
Right Certificates surrendered for the purpose of exercise, transfer, split up,
combination or exchange shall, if surrendered to the Company or to any of its
agents, be delivered to the Rights Agent for cancellation or in cancelled form,
or, if surrendered to the Rights Agent, shall be cancelled by it, and no Right
Certificates shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Rights Agreement. The Company shall deliver to
the Rights Agent for cancellation and retirement, and the Rights Agent shall so
cancel and retire, any other Right Certificate purchased or acquired by the
Company otherwise than upon the exercise thereof. The Rights Agent shall
deliver all cancelled Right Certificates to the Company, or shall, at the
written request of the Company, destroy such cancelled Right Certificates, and
in such case shall deliver a certificate of destruction thereof to the Company.
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Section 9. RESERVATION AND AVAILABILITY OF COMMON SHARES. The
Company covenants and agrees that it will cause to be reserved and kept
available out of its authorized and unissued Common Shares or any Common Shares
held in its treasury, the number of Common Shares that will be sufficient to
permit the exercise in full of all outstanding Rights.
The Company covenants and agrees that it will take all such action as
may be necessary to ensure that all Common Shares delivered upon exercise of
Rights shall, at the time of delivery of the certificates for such Common Shares
(subject to payment of the Purchase Price), be duly and validly authorized and
issued and fully paid and nonassessable shares.
The Company further covenants and agrees that it will pay when due and
payable any and all federal and state transfer taxes and charges which may be
payable in respect of the issuance or delivery of the Right Certificates or of
any Common Shares upon the exercise of Rights. The Company shall not, however,
be required to pay any transfer tax which may be payable in respect of any
transfer or delivery of Right Certificates to a person other than, or the
issuance or delivery of certificates or depositary receipts for the Common
Shares in a name other than that of, the registered holder of the Right
Certificate evidencing Rights surrendered for exercise or to issue or to deliver
any certificates or depositary receipts for Common Shares upon the exercise of
any Rights until any such tax shall have been paid (any such tax being payable
by the holder of such Right Certificate at the time of surrender) or until it
has been established to the Company's satisfaction that no such tax is due.
Section 10. COMMON SHARES RECORD DATE. Each person in whose name any
certificate for Common Shares is issued upon the exercise of Rights shall for
all purposes be deemed to have become the holder of record of the Common Shares
represented thereby on, and such certificate shall be dated, the date upon which
the Right Certificate evidencing such Rights was duly surrendered and payment of
the Purchase Price (and any applicable transfer taxes) was made; PROVIDED,
HOWEVER, that if the date of such surrender and payment is a date upon which the
Common Shares transfer books of the Company are closed, such person shall be
deemed to have become the record holder of such shares on, and such certificate
shall be dated, the next succeeding Business Day on which the Common Shares
transfer books of the Company are open. Prior to the exercise of the Rights
evidenced thereby, the holder of a Right Certificate shall not be entitled to
any rights of a holder of Common Shares for which the Rights shall be
exercisable, including, without limitation, the right to
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vote, to receive dividends or other distributions or to exercise any preemptive
rights, and shall not be entitled to receive any notice of any proceedings of
the Company, except as provided herein.
Section 11. PURCHASE PRICE AND ADJUSTMENTS. The Purchase Price, the
number of Common Shares covered by each Right and the number of Rights
outstanding are subject to adjustment from time to time, as provided in this
Section 11:
(a) (i) In the event the Company shall at any time after the date of
this Agreement (A) declare a dividend on the Common Shares payable in Common
Shares, (B) subdivide the outstanding Common Shares, (C) combine the outstanding
Common Shares into a smaller number of Common Shares or (D) issue any shares of
its capital stock in a reclassification of the Common Shares (including any such
reclassification in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation), except as otherwise
provided in this Section 11(a), the Purchase Price in effect at the time of the
record date for such dividend or of the effective date of such subdivision,
combination or reclassification, and the number and kind of shares of capital
stock issuable on such date, shall be proportionately adjusted so that the
holder of any Right exercised after such time shall be entitled to receive the
aggregate number and kind of shares of capital stock which, if such Right had
been exercised immediately prior to such date and at a time when the Common
Shares transfer books of the Company were open, he or she would have owned upon
such exercise and been entitled to receive by virtue of such dividend,
subdivision, combination or reclassification.
(ii) In the event any Person shall become an Acquiring Person or
an Adverse Person, proper provision shall be made so that each holder of a
Right, except as provided below, shall thereafter have a right to receive, upon
exercise thereof at a price equal to the then current Purchase Price multiplied
by the number of Common Shares for which a Right is then exercisable, in
accordance with the terms of this Agreement, such number of Common Shares of the
Company as shall equal the result obtained by (A) multiplying the then current
Purchase Price by the then number of Common Shares for which a Right is then
exercisable and dividing that product by (B) the greater of (1) the par value of
the Common Shares or (2) 50% of the then current per share market price of the
Company's Common Shares (determined pursuant to Section 11(d)) on the date such
Person became an Acquiring Person or an Adverse Person.
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Notwithstanding the foregoing, from and after the occurrence of
such event, any Rights that are or were acquired or beneficially owned by an
Acquiring Person or an Adverse Person (or any Associate or Affiliate of such
Acquiring Person or Adverse Person) shall be void and any holder of such Rights
shall thereafter have no right to exercise such Rights under any provision of
this Agreement. No Right Certificate shall be issued pursuant to Section 3 that
represents Rights beneficially owned by an Acquiring Person or an Adverse Person
or any Associate or Affiliate thereof and no Right Certificate shall be issued
at any time upon the transfer of any Rights to an Acquiring Person or an Adverse
Person or any Associate or Affiliate thereof or to any nominee of such Acquiring
Person, Adverse Person, Associate or Affiliate. Any Right Certificate delivered
to the Rights Agent for transfer to an Acquiring Person shall be cancelled.
(iii) In the event that there shall not be sufficient Common
Shares issued but not outstanding or authorized but unissued to permit the
exercise in full of the Rights in accordance with the foregoing subparagraph
(ii), the Company shall take all such action as may be necessary to authorize
additional Common Shares for issuance upon exercise of the Rights.
(iv) The failure by the Board of Directors of the Company to
declare a Person to be an Adverse Person following such Person becoming the
Beneficial Owner or Record Owner of 15% or more of the outstanding Common Shares
shall not imply that such Person is not an Adverse Person or limit the Board of
Directors' right at any time in the future to declare such Person to be an
Adverse Person.
(b) In case the Company shall fix a record date for the issuance of
rights, options or warrants to all holders of Common Shares entitling them (for
a period expiring within 45 calendar days after such record date) to subscribe
for or purchase Common Shares (or shares having the same rights, privileges and
preferences as the Common Shares ("equivalent common shares")) or securities
convertible into Common Shares or equivalent common shares at a price per Common
Share or equivalent common share (or having a conversion price per share, if a
security convertible into Common Shares or equivalent common shares) less than
the then current per share market price of the Common Shares (as defined in
Section 11(d)) on such record date, the Purchase Price to be in effect after
such record date shall be determined by multiplying the Purchase Price in effect
immediately prior to such record date by a fraction, the numerator of which
shall be the number of Common Shares outstanding on such record date
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plus the number of Common Shares which the aggregate offering price of the total
number of Common Shares and/or equivalent common shares so to be offered (and/or
the aggregate initial conversion price of the convertible securities so to be
offered) would purchase at such current market price and the denominator of
which shall be the number of Common Shares outstanding on such record date plus
the number of additional Common Shares and/or equivalent common shares to be
offered for subscription or purchase (or into which the convertible securities
so to be offered are initially convertible). In case such subscription price
may be paid in a consideration part or all of which shall be in a form other
than cash, the value of such consideration shall be as determined in good faith
by the Board of Directors of the Company, whose determination shall be described
in a statement filed with the Rights Agent. Common Shares owned by or held for
the account of the Company shall not be deemed outstanding for the purpose of
any such computation. Such adjustment shall be made successively whenever such
a record date is fixed; and in the event that such rights or warrants are not so
issued, the Purchase Price shall be adjusted to be the Purchase Price which
would then be in effect if such record date had not been fixed.
(c) In case the Company shall fix a record date for the making of a
distribution to all holders of the Common Shares (including any such
distribution made in connection with a consolidation or merger in which the
Company is the continuing or surviving corporation) of evidences of indebtedness
or assets (other than a regular quarterly cash dividend or a dividend payable in
Common Shares) or subscription rights or warrants (excluding those referred to
in Section 11(b)), the Purchase Price to be in effect after such record date
shall be determined by multiplying the Purchase Price in effect immediately
prior to such record date by a fraction, the numerator of which shall be the
then current per share market price of the Common Shares (as defined in Section
11(d)) on such record date, less the fair market value (as determined in good
faith by the Board of Directors of the Company, whose determination shall be
described in a statement filed with the Rights Agent) of the portion of the
assets or evidences of indebtedness so to be distributed or of such subscription
rights or warrants applicable to one Common Share and the denominator of which
shall be such current per share market price of the Common Shares. Such
adjustments shall be made successively whenever such a record date is fixed; and
in the event that such distribution is not so made, the Purchase Price shall
again be adjusted to be the Purchase Price which would then be in effect if such
record date had not been fixed.
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(d) (i) For the purpose of any computation hereunder, the "current
per share market price" of any security (a "Security" for the purpose of this
Section 11(d)(i)) on any date shall be deemed to be the average of the daily
closing prices per share of such Security for the 30 consecutive Trading Days
(as such term is hereinafter defined) immediately prior to such date; PROVIDED,
HOWEVER, that in the event that the current per share market price of the
Security is determined during a period following the announcement by the issuer
of such Security of (A) a dividend or distribution on such Security payable in
shares of such Security or securities convertible into such shares, or (B) any
subdivision, combination or reclassification of such Security and prior to the
expiration of 30 Trading Days after the ex-dividend date for such dividend or
distribution, or the record date for such subdivision, combination or
reclassification, then, and in each such case, the current per share market
price shall be appropriately adjusted to reflect the current market price per
share equivalent of such Security. The closing price for each day shall be the
last sale price, regular way, or, in case no such sale takes place on such day,
the average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange or,
if the Security is not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Security is listed or admitted to trading or, if the Security is
not listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by the National Association
of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other
system then in use, or, if on any such date the Security is not quoted by any
such organization, the average of the closing bid and asked prices as furnished
by a professional market maker making a market in the Security selected by the
Board of Directors of the Company. The term "Trading Day" shall mean a day on
which the principal national securities exchange on which the Security is listed
or admitted to trading is open for the transaction of business or, if the
Security is not listed or admitted to trading on any national securities
exchange, a Business Day.
(ii) For the purpose of any computation hereunder, the "current
per share market price" of the Common Shares shall be determined in accordance
with the method set forth in Section 11(d)(i) (appropriately adjusted to reflect
any stock split, stock dividend or similar transaction occurring after the date
hereof). If the Common Shares are not publicly held or so listed or traded,
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"current per share market price" shall mean the fair value per share as
determined in good faith by the Board of Directors of the Company, whose
determination shall be described in a statement filed with the Rights Agent.
(e) No adjustment in the Purchase Price shall be required unless such
adjustment would require an increase or decrease of at least 1% in the Purchase
Price; PROVIDED, HOWEVER, that any adjustments which by reason of this Section
11(e) are not required to be made shall be carried forward and taken into
account in any subsequent adjustment. All calculations under this Section 11
shall be made to the nearest cent or to the nearest one-hundredth of a share, as
the case may be. Notwithstanding the first sentence of this Section 11(e), any
adjustment required by this Section 11 shall be made no later than the earlier
of (i) three years from the date of the transaction which requires such
adjustment or (ii) the date of the expiration of the right to exercise any
Rights.
(f) If as a result of an adjustment made pursuant to Section 11(a),
the holder of any Right thereafter exercised shall become entitled to receive
any shares of capital stock of the Company other than Common Shares, thereafter
the number of such other shares so receivable upon exercise of any Right shall
be subject to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Common Shares
contained in Section 11(a) through (c), inclusive, and the provisions of
Sections 7, 9, 10 and 13 with respect to the Common Shares shall apply on like
terms to any such other shares.
(g) All Rights originally issued by the Company subsequent to any
adjustment made to the Purchase Price hereunder shall evidence the right to
purchase, at the adjusted Purchase Price, the number of Common Shares
purchasable from time to time hereunder upon exercise of the Rights, all subject
to further adjustment as provided herein.
(h) Unless the Company shall have exercised its election as provided
in Section 11(i), upon each adjustment of the Purchase Price as a result of the
calculations made in Section 11(b) and (c), each Right outstanding immediately
prior to the making of such adjustment shall thereafter evidence the right to
purchase, at the adjusted Purchase Price, that number of Common Shares
(calculated to the nearest one-hundredth of a Common Share) obtained by (i)
multiplying (x) the number of shares covered by a Right immediately prior to
this adjustment by (y) the Purchase Price in effect immediately prior to such
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adjustment of the Purchase Price and (ii) dividing the product so obtained by
the Purchase Price in effect immediately after such adjustment of the Purchase
Price.
(i) The Company may elect on or after the date of any adjustment of
the Purchase Price to adjust the number of Rights, in substitution for any
adjustment in the number of Common Shares purchasable upon the exercise of a
Right. Each of the Rights outstanding after such adjustment of the number of
Rights shall be exercisable for the number of Common Shares for which a Right
was exercisable immediately prior to such adjustment. Each Right held of record
prior to such adjustment of the number of Rights shall become that number of
Rights (calculated to the nearest one hundredth) obtained by dividing the
Purchase Price in effect immediately prior to adjustment of the Purchase Price
by the Purchase Price in effect immediately after adjustment of the Purchase
Price. The Company shall make a public announcement of its election to adjust
the number of Rights, indicating the record date for the adjustment, and, if
known at the time, the amount of the adjustment to be made. This record date
may be the date on which the Purchase Price is adjusted or any day thereafter,
but, if the Right Certificates have been issued, shall be at least 10 days later
than the date of the public announcement. If Right Certificates have been
issued, upon adjustment of the number of Rights pursuant to this Section 11(i),
the Company shall, as promptly as practicable, cause to be distributed to
holders of record of Right Certificates on such record date Right Certificates
evidencing, subject to Section 14 hereof, the additional Rights to which such
holders shall be entitled as a result of such adjustment, or, at the option of
the Company, shall cause to be distributed to such holders of record in
substitution and replacement for the Right Certificates held by such holders
prior to the date of adjustment, and upon surrender thereof, if required by the
Company, new Right Certificates evidencing all the Rights to which such holders
shall be entitled after such adjustment. Right Certificates so to be distributed
shall be issued, executed and countersigned in the manner provided for herein
and shall be registered in the names of the holders of record of Right
Certificates on the record date specified in the public announcement.
(j) Irrespective of any adjustment or change in the Purchase Price or
the number of Common Shares issuable upon the exercise of the Rights, the Right
Certificates theretofore and thereafter issued may continue to express the
Purchase Price and the number of Common Shares which were expressed in the
initial Right Certificates issued hereunder.
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(k) Before taking any action that would cause an adjustment reducing
the Purchase Price below the then par value, if any, of the Common Shares
issuable upon exercise of the Rights, the Company shall take any corporate
action which may, in the opinion of its counsel, be necessary in order that the
Company may validly and legally issue fully paid and nonassessable Common Shares
at such adjusted Purchase Price.
(l) In any case in which this Section 11 shall require that an
adjustment in the Purchase Price be made effective as of a record date for a
specified event, the Company may elect to defer until the occurrence of such
event the issuing to the holder of any Right exercised after such record date of
the Common Shares and other capital stock or securities of the Company, if any,
issuable upon such exercise over and above the Common Shares and other capital
stock or securities of the Company, if any, issuable upon such exercise on the
basis of the Purchase Price in effect prior to such adjustment; PROVIDED,
HOWEVER, that the Company shall deliver to such holder a due bill or other
appropriate instrument evidencing such holder's right to receive such additional
shares upon the occurrence of the event requiring such adjustment.
(m) Anything in this Section 11 to the contrary notwithstanding, the
Company shall be entitled to make such reductions in the Purchase Price, in
addition to those adjustments expressly required by this Section 11, as and to
the extent that it in its sole discretion shall determine to be advisable in
order that any consolidation or subdivision of the Common Shares, issuance
wholly for cash of any Common Shares at less than the current market price,
issuance wholly for cash of Common Shares or securities which by their terms are
convertible into or exchangeable for Common Shares, dividends on Common Shares
payable in Common Shares or issuance of rights, options or warrants referred to
hereinabove in Section 11(b), hereafter made by the Company to holders of its
Common Shares shall not be taxable to such shareholders.
Section 12. CERTIFICATE OF ADJUSTED PURCHASE PRICE OR NUMBER OF
SHARES. Whenever an adjustment is made as provided in Sections 11 and 13
hereof, the Company shall promptly (a) prepare a certificate setting forth such
adjustment, and a brief statement of the facts accounting for such adjustment,
(b) file with the Rights Agent and with each transfer agent for the Common
Shares a copy of such certificate and (c) mail a brief summary thereof to each
holder of a Right Certificate in accordance with Section 25 hereof.
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Section 13. CONSOLIDATION, MERGER OR SALE OR TRANSFER OF ASSETS OR
EARNING POWER. In the event, directly or indirectly, (a) the Company shall
consolidate with, or merge with and into, any other person, (b) any Person shall
consolidate with the Company, or merge with and into the Company and the Company
shall be the continuing or surviving corporation of such merger and, in
connection with such merger, all or part of the Common Shares shall be changed
into or exchanged for stock or other securities of any other Person (or the
Company) or cash or any other property, or (c) the Company shall sell or
otherwise transfer (or one or more of its Subsidiaries shall sell or otherwise
transfer), in one or more transactions, assets or earning power aggregating 50%
or more of the assets or earning power of the Company and its Subsidiaries
(taken as a whole) to any other Person other than the Company or one or more of
its wholly-owned Subsidiaries, then, and in each such case, proper provision
shall be made so that (i) each holder of a Right (except as otherwise provided
herein) shall thereafter have the right to receive, upon the exercise thereof at
a price equal to the then current Purchase Price multiplied by the number of
Common Shares for which a Right is then exercisable, in accordance with the
terms of this Agreement, such number of Common Shares of such other Person
(including the Company as successor thereto or as the surviving corporation) as
shall be equal to the result obtained by (x) multiplying the then current
Purchase Price by the number of Common Shares for which a Right is then
exercisable and dividing that product by (y) 50% of the then current per share
market price of the Common Shares of such other Person (determined pursuant to
Section 11(d)) on the date of consummation of such consolidation, merger, sale
or transfer; (ii) the issuer of such Common Shares shall thereafter be liable
for, and shall assume, by virtue of such consolidation, merger, sale or
transfer, all the obligations and duties of the Company pursuant to this
Agreement; (iii) the term "Company" shall thereafter be deemed to refer to such
issuer; and (iv) such issuer shall take such steps (including, but not limited
to, the reservation of a sufficient number of its Common Shares in accordance
with Section 9 hereof) in connection with such consummation as may be necessary
to assure that the provisions hereof shall thereafter be applicable, as nearly
as reasonably may be, in relation to the Common Shares thereafter deliverable
upon the exercise of the Rights. The Company shall not enter into any
transaction of the kind referred to in this Section 13 if at the time of such
transaction there are any rights, warrants, instruments or securities
outstanding or any agreements or arrangements which, as a result of the
consummation of such transaction, would eliminate or substantially diminish the
benefits intended to be afforded by the Rights. The Company shall not
consummate any such consolidation, merger, sale or transfer unless prior thereto
the Company and such issuer shall have executed and
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delivered to the Rights Agent a supplemental agreement so providing. The
provisions of this Section 13 shall similarly apply to successive mergers or
consolidations or sales or other transfers.
Section 14. FRACTIONAL RIGHTS AND FRACTIONAL SHARES.
(a) The Company shall not be required to issue fractions of Rights or
to distribute Right Certificates which evidence fractional Rights. In lieu of
such fractional Rights, there shall be paid to the registered holders of the
Right Certificates with regard to which such fractional Rights would otherwise
be issuable, an amount in cash equal to the same fraction of the current market
value of a whole Right. For the purposes of this Section 14(a), the current
market value of a whole Right shall be the closing price of the Rights for the
Trading Day immediately prior to the date on which such fractional Rights would
have been otherwise issuable. The closing price for any day shall be the last
sale price, regular way, or, in case no such sale takes place on such day, the
average of the closing bid and asked prices, regular way, in either case as
reported in the principal consolidated transaction reporting system with respect
to securities listed or admitted to trading on the New York Stock Exchange, or
if the Rights are not listed or admitted to trading on the New York Stock
Exchange, as reported in the principal consolidated transaction reporting system
with respect to securities listed on the principal national securities exchange
on which the Rights are listed or admitted to trading or, if the Rights are not
listed or admitted to trading on any national securities exchange, the last
quoted price or, if not so quoted, the average of the high bid and low asked
prices in the over-the-counter market, as reported by NASDAQ or such other
system then in use or, if on any such date the Rights are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Rights selected by the Board of
Directors of the Company. If on any such date no such market maker is making a
market in the Rights the fair value of the Rights on such date as determined in
good faith by the Board of Directors of the Company shall be used.
(b) The Company shall not be required to issue fractions of Common
Shares upon exercise of the Rights or to distribute certificates which evidence
fractional Common Shares. In lieu of fractional Common Shares, the Company
shall pay to the registered holders of Right Certificates at the time such
Rights are exercised as herein provided an amount in cash equal to the same
fraction of the current market value of one Common Share. For purposes of this
Section 14(b), the current market value of a Common Share shall be the closing
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price of a Common Share (as determined pursuant to the second sentence of
Section 11(d)(i) hereof) for the Trading Day immediately prior to the date of
such exercise.
(c) The holder of a Right by the acceptance of the Right expressly
waives his right to receive any fractional Rights or any fractional shares upon
exercise of a Right.
Section 15. RIGHTS OF ACTION. All rights of action in respect of
this Agreement, excepting the rights of action given to the Rights Agent under
Section 18 hereof, are vested in the respective registered holders of the Right
Certificates (and, prior to the Distribution Date, the registered holders of the
Common Shares); and any registered holder of any Right Certificate (or, prior to
the Distribution Date, of the Common Shares), without the consent of the Rights
Agent or of the holder of any other Right Certificates (or, prior to the
Distribution Date, of the Common Shares), may, in his or her own behalf and for
his or her own benefit, enforce, and may institute and maintain any suit, action
or proceeding against the Company to enforce, or otherwise act in respect of,
his or her right to exercise the Rights evidenced by such Right Certificate in
the manner provided in such Right Certificate and in this Agreement. Without
limiting the foregoing or any remedies available to the holders of Rights, it is
specifically acknowledged that the holders of Rights would not have an adequate
remedy at law for any breach of this Agreement and will be entitled to specific
performance of the obligations under, and injunctive relief against actual or
threatened violations of, the obligations of any Person subject to this
Agreement.
Section 16. AGREEMENT OF RIGHT HOLDERS. Every holder of a Right, by
accepting the same, consents and agrees with the Company and the Rights Agent
and with every other holder of a Right that:
(a) prior to the Distribution Date, the Rights will be transferable
only in connection with the transfer of the Common Shares;
(b) after the Distribution Date, the Right Certificates are
transferable only on the registry books of the Rights Agent if surrendered at
the principal office of the Rights Agent in Baltimore, Maryland, duly endorsed
or accompanied by a proper instrument of transfer; and
(c) the Company and the Rights Agent may deem and treat the person in
whose name the Right Certificate (or, prior to the Distribution Date,
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the associated Common Shares certificate) is registered as the absolute owner
thereof and of the Rights evidenced thereby (notwithstanding any notations of
ownership or writing on the Right Certificates or the associated Common Shares
certificate made by anyone other than the Company or the Rights Agent) for all
purposes whatsoever, and neither the Company nor the Rights Agent shall be
affected by any notice to the contrary.
Section 17. RIGHT CERTIFICATE HOLDER NOT DEEMED A SHAREHOLDER. No
holder, as such, of any Right Certificate shall be entitled to vote, receive
dividends or be deemed for any purpose the holder of the Common Shares or any
other securities of the Company which may at any time be issuable on the
exercise of the Rights represented thereby, nor that anything contained herein
or in any Right Certificate be construed to confer upon the holder of any Right
Certificate, as such, any of the rights of a shareholder of the Company or any
right to vote for the election of directors or upon any matter submitted to
shareholders at any meeting thereof, or to give or withhold consent to any
corporate action, or to receive notice of meeting or other actions affecting
shareholders (except as provided in Section 24 hereof), or to receive dividends
or subscription rights, or otherwise, until the Right or Rights evidenced by
such Right Certificate shall have been exercised in accordance with the
provisions hereof.
Section 18. CONCERNING THE RIGHTS AGENT. The Company agrees to pay
to the Rights Agent reasonable compensation for all services rendered by it
hereunder and, from time to time, on demand of the Rights Agent, its reasonable
expenses and counsel fees and other disbursements incurred in the administration
and execution of this Agreement and the exercise and performance of its duties
hereunder. The Company also agrees to indemnify the Rights Agent for, and to
hold it harmless against, any loss, liability, or expense, incurred without
gross negligence, bad faith or willful misconduct on the part of the Rights
Agent, for anything done or omitted by the Rights Agent in connection with the
acceptance and administration of this Agreement, including the cost and expenses
of defending against any claim of liability in the premises.
The Rights Agent shall be protected and shall incur no liability for,
or in respect of any action taken, suffered or omitted by it in connection with
its administration of this Agreement in reliance upon any Right Certificate or
certificate for the Common Shares or for other securities of the Company,
instrument of assignment or transfer, power of attorney, endorsement, affidavit,
letter, notice, direction, consent, certificate, statement, or other paper or
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documents believed by it to be genuine and to be signed, executed and, where
necessary, verified or acknowledged, by the proper person or persons, or
otherwise upon the advice of counsel as set forth in Section 20 hereof.
Section 19. MERGER OR CONSOLIDATION OR CHANGE OF NAME OF RIGHTS
AGENT. Any corporation into which the Rights Agent or any successor Rights
Agent may be merged or with which it may be consolidated, or any corporation
resulting from any merger or consolidation to which the Rights Agent or any
successor Rights Agent shall be a party, or any corporation succeeding to the
corporate trust business of the Rights Agent or any successor Rights Agent,
shall be the successor to the Rights Agent under this Agreement without the
execution or filing of any paper or any further act on the part of any of the
parties hereto, provided that such corporation would be eligible for appointment
as a successor Rights Agent under the provisions of Section 21 hereof. In case
at the time such successor Rights Agent shall succeed to the agency created by
this Agreement, any of the Right Certificates shall have been countersigned but
not delivered, any such successor Rights Agent may adopt the countersignature of
the predecessor Rights Agent and deliver such Right Certificates so
countersigned; and in case at that time any of the Right Certificates shall not
have been countersigned, any successor Rights Agent may countersign such Right
Certificates either in the name of the predecessor Rights Agent or in the name
of the successor Rights Agent; and in all such cases such Right Certificates
shall have the full force provided in the Right Certificates and in this
Agreement.
In case at any time the name of the Rights Agent shall be changed and
at such time any of the Right Certificates shall have been countersigned but not
delivered, the Rights Agent may adopt the countersignature under its prior name
and deliver Right Certificates so countersigned; and in case at that time any of
the Right Certificates shall not have been countersigned, the Rights Agent may
countersign such Right Certificates either in its prior name or in its changed
name; and in all such cases such Right Certificates shall have the full force
provided in the Right Certificates and in this Agreement.
Section 20. DUTIES OF RIGHTS AGENT. The Rights Agent undertakes the
duties and obligations imposed by this Agreement upon the following terms and
conditions, by all of which the Company and the holders of Right Certificates,
by their acceptance thereof, shall be bound:
(a) The Rights Agent may consult with legal counsel (who may be legal
counsel for the Company), and the opinion of such counsel shall be full and
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complete authorization and protection to the Rights Agent as to any action taken
or omitted by it in good faith and in accordance with such opinion.
(b) Whenever in the performance of its duties under this Agreement
the Rights Agent shall deem it necessary or desirable that any fact or matter be
proved or established by the Company prior to taking or suffering any action
hereunder, such fact or matter (unless other evidence in respect thereof be
herein specifically prescribed) may be deemed to be conclusively proved and
established by a certificate signed by any one of the Chairman of the Board, the
President, any Executive or Senior Vice President, any Vice President, the
Treasurer or the Secretary of the Company and delivered to the Rights Agent; and
such certificate shall be full authorization to the Rights Agent for any action
taken or suffered in good faith by it under the provisions of this Agreement in
reliance upon such certificate.
(c) The Rights Agent shall be liable hereunder to the Company and any
other Person only for its own gross negligence, bad faith or willful misconduct.
(d) The Rights Agent shall not be liable for or by reason of any of
the statements of fact or recitals contained in this Agreement or in the Right
Certificates (except its countersignature thereof) or be required to verify the
same, but all such statements and recitals are and shall be deemed to have been
made by the Company only.
(e) The Rights Agent shall not be under any responsibility in respect
of the validity of this Agreement or the execution and delivery hereof (except
the due execution hereof by the Rights Agent) or in respect of the validity or
execution of any Right Certificate (except its countersignature thereof); nor
shall it be responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Right Certificate; nor shall it
be responsible for any change in the exercisability of the Rights or any
adjustment in the terms of the Rights (including the manner, method or amount
thereof) provided for in Section 3, 11, 13 or 23, or the ascertaining of the
existence of facts that would require any such change or adjustment (except with
respect to the exercise of Rights evidenced by Right Certificates after actual
notice that such change or adjustment is required); nor shall it by any act
hereunder be deemed to make any representation or warranty as to the
authorization or reservation of any Common Shares to be issued pursuant to this
Agreement or any Right Certificate
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or as to whether any Common Shares will, when issued, be validly authorized and
issued, fully paid and nonassessable.
(f) The Company agrees that it will perform, execute, acknowledge and
deliver or cause to be performed, executed, acknowledged and delivered all such
further and other acts, instruments and assurances as may reasonably be required
by the Rights Agent for the carrying out or performing by the Rights Agent of
the provisions of this Agreement.
(g) The Rights Agent is hereby authorized and directed to accept
instructions with respect to the performance of its duties hereunder from any
one of the Chairman of the Board, the President, any Executive or Senior Vice
President, any Vice President, the Treasurer or the Secretary of the Company,
and to apply to such officers for advice or instructions in connection with its
duties, and it shall not be liable for any action taken or suffered by it in
good faith in accordance with instructions of any such officer or for any delay
in acting while waiting for those instructions.
(h) The Rights Agent and any shareholder, director, officer or
employee of the Rights Agent may buy, sell or deal in any of the Rights or other
securities of the Company or become pecuniarily interested in any transaction in
which the Company may be interested, or contract with or lend money to the
Company or otherwise, or contract with or lend money to the Company or otherwise
act as fully and freely as though it were not Rights Agent under this Agreement.
Nothing herein shall preclude the Rights Agent from acting in any other capacity
for the Company or for any other legal entity.
(i) The Rights Agent may execute and exercise any of the rights or
powers hereby vested in it or perform any duty hereunder either itself or by or
through its attorneys or agents, and the Rights Agent shall not be answerable or
accountable for any act, default, neglect or misconduct of any such attorneys or
agents or any loss to the Company resulting from any such act, default, neglect
or misconduct, provided reasonable care was exercised in the selection and
continued employment thereof.
Section 21. CHANGE OF RIGHTS AGENT. The Rights Agent or any
successor Rights Agent may resign and be discharged from its duties under this
Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Shares by registered or certified mail, and to the
holders of the Right Certificates by first-class mail. The Company may remove
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the Rights Agent or any successor Rights Agent upon 30 days' notice in writing,
mailed to the Rights Agent or successor Rights Agent, as the case may be, and to
each transfer agent of the Common Shares by registered or certified mail, and to
the holders of the Right Certificates by first-class mail. If the Rights Agent
shall resign or be removed or shall otherwise become incapable of acting, the
Company shall appoint a successor to the Rights Agent. If the Company shall
fail to make such appointment within a period of 30 days after giving notice of
such removal or after it has been notified in writing of such resignation or
incapacity by the resigning or incapacitated Rights Agent or by the holder of a
Right Certificate (who shall, with such notice, submit his or her Right
Certificate for inspection by the Company), then the registered holder of any
Right Certificate may apply to any court of competent jurisdiction for the
appointment of a new Rights Agent. Any successor Rights Agent, whether
appointed by the Company or by such a court, shall be a corporation organized
and doing business under the laws of the United States or of the District of
Columbia (or of any other state of the United States so long as such corporation
is authorized to do business as a banking institution in the District of
Columbia), in good standing, having an office in the District of Columbia, which
is authorized under such laws to exercise corporate trust powers and is subject
to supervision or examination by federal or state authority and which has at the
time of its appointment as Rights Agent a combined capital and surplus of at
least $50 million. After appointment, the successor Rights Agent shall be
vested with the same power, rights, duties and responsibilities as if it had
been originally named as Rights Agent without further act or deed; but the
predecessor Rights Agent shall deliver and transfer to the successor Rights
Agent any property at the time held by it hereunder, and execute and deliver any
further assurance, conveyance, act or deed necessary for the purpose. Not later
than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of
the Common Shares, and mail a notice thereof in writing to the registered
holders of the Right Certificates. Failure to give any notice provided for in
this Section 21, however, or any defect therein, shall not affect the legality
or validity of the resignation or removal of the Rights Agent or the appointment
of the successor Rights Agent, as the case may be.
Section 22. ISSUANCE OF NEW RIGHT CERTIFICATES. Notwithstanding any
of the provisions of this Agreement or of the Rights to the contrary, the
Company may, at its option, issue new Right Certificates evidencing Rights in
such form as may be approved by its Board of Directors to reflect any adjustment
or change in the Purchase Price and the number or kind or class of shares or
other securities
39
<PAGE>
or property purchasable under the Right Certificates made in accordance with the
provisions of this Agreement.
Section 23. REDEMPTION. The Board of Directors of the Company may, at
its option, at any time prior to such time as any Person becomes an Acquiring
Person or an Adverse Person, redeem all but not less than all the then
outstanding Rights at a redemption price of $.01 per Right, appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (such redemption price being hereinafter
referred to as the "Redemption Price").
Section 24. NOTICE OF CERTAIN EVENTS. (a) In case the Company shall
propose (i) to pay any dividend payable in stock of any class to the holders of
its Common Shares (other than a regular quarterly cash dividend) or (ii) to
offer to the holders of its Common Shares rights or warrants to subscribe for or
to purchase any additional Common Shares or shares of stock of any class or any
other securities, rights or options, or (iii) to effect any reclassification of
its Common Shares (other than a reclassification involving only the subdivision
of outstanding Common Shares), or (iv) to effect any consolidation or merger
into or with, or to effect any sale or other transfer (or to permit one or more
of its Subsidiaries to effect any sale or other transfer), in one or more
transactions, of 50% or more of the assets or earning power of the Company and
its Subsidiaries (taken as a whole) to, any other Person, or (v) to effect the
liquidation, dissolution or winding up of the Company, or (vi) to declare or pay
any dividend on the Common Shares payable in Common Shares or to effect a
subdivision, combination or consolidation of the Common Shares (by
reclassification or otherwise than by payment of dividends in Common Shares),
then, in each such case, the Company shall give to each holder of a Right
Certificate, in accordance with Section 25 hereof, a notice of such proposed
action, which shall specify the record date for the purposes of such stock
dividend, or distribution of rights or warrants, or the date on which such
reclassification, consolidation, merger, sale, transfer, liquidation,
dissolution, or winding up is to take place and the date of participation
therein by the holders of the Common Shares, if any such date is to be fixed,
and such notice shall be so given in the case of any action covered by clause
(i) or (ii) above at least 20 days prior to the record date for determining
holders of the Common Shares for purposes of such action, and in the case of any
such other action, at least 20 days prior to the date of the taking of such
proposed action or the date of participation therein by the holders of the
Common Shares, whichever shall be the earlier.
40
<PAGE>
(b) In case the event set forth in Section 11(a)(ii) of this
Agreement shall occur, then, in any such case, the Company shall as soon as
practicable thereafter give to each holder of a Right Certificate, in accordance
with Section 25 hereof, a notice of the occurrence of such event, which notice
shall describe the event and the consequences of the event to holders of Rights
under Section 11(a)(ii) hereof.
Section 25. NOTICES. Notices or demands authorized by this Agreement
to be given or made by the Rights Agent or by the holder of any Right
Certificate to or on the Company shall be sufficiently given or made if sent by
first-class mail, postage prepaid, addressed (until another address is filed in
writing with the Rights Agent) as follows:
Abigail Adams National Bancorp, Inc.
1627 K Street, N.W.
Washington, D.C. 20006
Attention: President
Subject to the provisions of Section 21 hereof, any notice or demand authorized
by this Agreement to be given or made by the Company or by the holder of any
Right Certificate to or on the Rights Agent shall be sufficiently given or made
if sent by first-class mail, postage prepaid, addressed (until another address
is filed in writing with the Company) as follows:
The First National Bank of Maryland
110 South Paca Street
7th Floor
Mail Stop BANC-109-754
Baltimore, Maryland 21201
Attention: Corporate Trust Operations
Notices or demands authorized by this Agreement to be given or made by the
Company or the Rights Agent to the holder of any Right Certificate shall be
sufficiently given or made if sent by first-class mail, postage prepaid,
addressed to such holder at the address of such holder as shown on the registry
books of the Company.
41
<PAGE>
Section 26. SUPPLEMENTS AND AMENDMENTS. The Company and the Rights
Agent may from time to time supplement or amend this Agreement without the
approval of any holders of Right Certificates in order to cure any ambiguity, to
correct or supplement any provision contained herein which may be defective or
inconsistent with any other provisions herein, or to make any other provisions
in regard to matters or questions arising hereunder which the Company and the
Rights Agent may deem necessary or desirable and which shall be consistent with,
and for the purpose of fulfilling, the objectives of the Board of Directors in
adopting this Agreement; PROVIDED, HOWEVER, that from and after such time as any
Person becomes an Acquiring Person or an Adverse Person, this Agreement shall
not be amended in any manner which would adversely affect the interests of the
holders of Rights.
Section 27. SUCCESSORS. All the covenants and provisions of this
Agreement by or for the benefit of the Company or the Rights Agent shall bind
and inure to the benefit of their respective successors and assigns hereunder.
Section 28. BENEFITS OF THIS AGREEMENT. Nothing in this Agreement
shall be construed to give to any person or corporation other than the Company,
the Rights Agent and the registered holders of the Right Certificates (and,
prior to the Distribution Date, the Common Shares) any legal or equitable right,
remedy or claim under this Agreement; but this Agreement shall be for the sole
and exclusive benefit of the Company, the Rights Agent and the registered
holders of the Right Certificates (and, prior to the Distribution Date, the
Common Shares).
Section 29. SEVERABILITY. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction or
other authority to be invalid, void or unenforceable, the remainder of the
terms, provisions, covenants and restrictions of this Agreement shall remain in
full force and effect and shall in no way be affected, impaired or invalidated.
Section 30. GOVERNING LAW. Each Right Certificate issued hereunder
shall be deemed to be a contract made under the laws of the State of Maryland
and for all purposes shall be governed by and construed in accordance with the
laws of such State applicable to contracts to be made and performed entirely
within such State. As between the Company and the Rights Agent, this Agreement
shall be governed by and construed in accordance with the laws of the State of
Maryland applicable to contracts to be made and performed entirely within such
State.
42
<PAGE>
Section 31. COUNTERPARTS. This Agreement may be executed in any
number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original, and all such counterparts shall together constitute
but one and the same instrument.
Section 32. DESCRIPTIVE HEADINGS. Descriptive headings of the
several Sections of this Agreement are inserted for convenience only and shall
not control or affect the meaning or construction of any of the provisions
hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.
ABIGAIL ADAMS NATIONAL
BANCORP, INC.
Attest:
By: /S/ Joyce Hertz By: /S/ Barbara Davis Blum
---------------------------------- -------------------------
Joyce Hertz Barbara Davis Blum
Secretary President
THE FIRST NATIONAL BANK
OF MARYLAND
Attest:
By: /S/ Rose Marie Vaccaro By: /s/ Vicki L. Suminski
--------------------------- ---------------------------
Rose Marie Vaccaro Vicki L. Suminski
Corporate Trust Executive Vice President
43
<PAGE>
EXHIBIT A
Form of Right Certificate
Certificate No. R- ____Rights
NOT EXERCISABLE AFTER DECEMBER 31, 2003 OR EARLIER
IF REDEMPTION OCCURS. THE RIGHTS ARE SUBJECT
TO REDEMPTION AT $.01 PER RIGHT ON THE TERMS
SET FORTH IN THE RIGHTS AGREEMENT.
Right Certificate
ABIGAIL ADAMS NATIONAL BANCORP, INC.
This certifies that ________________, or registered assigns, is the
registered owner of the number of Rights set forth above, each of which entitles
the owner thereof, subject to the terms, provisions and conditions of the Rights
Agreement, dated as of April 12, 1994 (the "Rights Agreement"), between ABIGAIL
ADAMS NATIONAL BANCORP, INC., a Delaware corporation (the "Company"), and THE
FIRST NATIONAL BANK OF MARYLAND (the "Rights Agent"), to purchase from the
Company at any time after the Distribution Date (as such term is defined in the
Rights Agreement) and prior to 5:00 p.m., District of Columbia time, on
December 31, 2003, at the office of the Rights Agent, or at the office of its
successor as Rights Agent, one fully paid non-assessable share of Common Stock,
par value $10.00 per share (the "Common Shares"), of the Company, at a purchase
price of $60.33 per Common Share (the "Purchase Price"), upon presentation and
surrender of this Right Certificate with the Form of Election to Purchase duly
executed. The number of Rights evidenced by this Right Certificate (and the
number of Common Shares which may be purchased upon exercise hereof) set forth
above, and the Purchase Price set forth above, are the number and Purchase Price
as of April 12, 1994, based on the Common Shares as constituted at such date.
As provided in the Rights Agreement, the Purchase Price and the number of Common
Shares which may be purchased upon the exercise of the Rights evidenced by this
Right Certificate are subject to modification and adjustment upon the happening
of certain events.
1
<PAGE>
This Right Certificate is subject to all of the terms, provisions and
conditions of the Rights Agreement, which terms provisions and conditions are
hereby incorporated herein by reference and made a part hereof and to which
Rights Agreement reference is hereby made for a full description of the rights,
limitations of rights, obligations duties and immunities hereunder of the Rights
Agent, the Company and the holders of the Right Certificates. Copies of the
Rights Agreement are on file at the principal executive offices of the Company
and the below-mentioned offices of the Rights Agent.
This Right Certificate, with or without other Right Certificates, upon
surrender at either the principal offices of the Rights Agent in Baltimore,
Maryland, may be exchanged for another Right Certificate or Right Certificates
of like tenor and date evidencing Rights entitling the holder to purchase a like
aggregate number of Common Shares as the Rights evidenced by the Right
Certificate or Right Certificates surrendered shall have entitled such holder to
purchase. If this Right Certificate shall be exercised in part, the holder
shall be entitled to receive upon surrender hereof another Right or Right
Certificates for the number of whole Rights not exercised.
Subject to the provisions of the Rights Agreement, the Rights
evidenced by this Certificate may be redeemed by the Company at a redemption
price of $.01 per Right.
No fractional Common Shares will be issued upon the exercise of any
Right or Rights evidenced hereby, but in lieu thereof a cash payment will be
made, as provided in the Right Agreement.
No holder of this Right Certificate shall be entitled to vote or
receive dividends or be deemed for any purpose the holder of the Common Shares
or of any other securities of the Company which may at any time be issuable on
the exercise hereof, nor shall anything contained in the Rights Agreement or
herein be construed to confer upon the holder hereof, as such, any of the rights
of a shareholder of the Company or any right to vote for the election of
directors or upon any matter submitted to shareholders at any meeting thereof,
or to give or withhold consent to any corporate action, or to receive notice of
meetings or other actions affecting shareholders (except as provided in the
Rights Agreement), or to receive dividends or subscription rights, or otherwise,
until the Right or Rights evidenced by this Right Certificate shall have been
exercised as provided in the Rights Agreement.
2
<PAGE>
This Right Certificate shall not be valid or obligatory for any
purpose until it shall have been countersigned by the Rights Agent.
WITNESS the facsimile signature of the proper officers of the Company
and its corporate seal. Dated as of ____________, 19__.
ATTEST: ABIGAIL ADAMS NATIONAL
BANCORP, INC.
By: _______________________ By: ________________________
Countersigned:
[RIGHTS AGENT]
By: _______________________
Authorized Signature
3
<PAGE>
Form of Reverse Side of Right Certificate
FORM OF ASSIGNMENT
------------------
(To be executed by the registered holder if such
holder desires to transfer the Right Certificate.)
FOR VALUE RECEIVED
______________________________________________________________________________
hereby sells, assigns and transfers unto _____________________________________
______________________________________________________________________________
(Please print name and address of transferee)
______________________________________________________________________________
this Right Certificate, together with all right, title and interest therein, and
does hereby irrevocably constitute and appoint _______________ Attorney, to
transfer the within Right Certificate on the books of the within-named Company,
with full power of substitution.
Dated: _________________, 19__
______________________________
Signature
Signature Guaranteed:
1
<PAGE>
Signatures 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.
2
<PAGE>
Form of Reverse Side of Right Certificate -- continued
FORM OF ELECTION TO PURCHASE
(To be executed if holder desires to
exercise the Right Certificate.)
To: ABIGAIL ADAMS NATIONAL BANCORP, INC.
The undersigned hereby irrevocably elects to exercise ____________
Rights represented by this Right Certificate to purchase the Common Shares
issuable upon the exercise of such Rights and requests that certificates for
such Common Shares be issued in the name of:
Please insert social security
or other identifying number
______________________________________________________________________________
(Please print name and address)
______________________________________________________________________________
If such number of Rights shall not be all the Rights evidenced by this Right
Certificate, a new Right Certificate for the balance remaining of such Rights
shall be registered in the name of and delivered to:
Please insert social security
or other identifying number
______________________________________________________________________________
(Please print name and address)
_____________________________________________________________________________
Dated: , 19
------------ ---
-----------------------------
Signature
Signature Guaranteed:
Signature must be guaranteed by a member firm of a registered national
securities exchange, a member of the National Association of Securities
3
<PAGE>
Dealers, Inc., or a commercial bank or trust company having an office or
correspondent in the United States.
NOTICE
The signature in the foregoing forms of assignment and election must
conform to the name as written upon the face of this Right Certificate in every
particular, without alteration or enlargement or any change whatsoever.
4
<PAGE>
EXHIBIT B
---------
SUMMARY OF RIGHTS TO PURCHASE
COMMON SHARES
On April 12, 1994, the Board of Directors of ABIGAIL ADAMS NATIONAL
BANCORP, INC. (the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, $10.00 par value
(the "Common Shares"), of the Company. The dividend is payable on April 25,
1994 (the "Record Date") to the shareholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one Common Share of
the Company, at a price of $60.33 per Common Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and The First
National Bank of Maryland, as Rights Agent (the "Rights Agent").
Until the earliest to 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 Common 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 Common 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 Common 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 person intends to cause the Company to
repurchase the Common 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 Common Shares in a manner that results
in a person owning 9.9% or more of the Common 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 Common Share certificates outstanding as
of the Record Date, by such Common Share certificate with a copy of this Summary
of Rights attached thereto.
1
<PAGE>
As of the date of adoption of the Rights Agreement, no Acquiring
Person or Adverse Person exists for purposes of the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date, the
Rights will be transferred with and only with the Common Shares. Until the
Distribution Date (or earlier redemption or expiration of the Rights), new
Common Share certificates issued after the Record Date, upon transfer or new
issuance of Common 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
Common Shares, outstanding as of the Record Date, even without such notation or
a copy of this Summary of Rights being attached thereto, will also constitute
the transfer of the Rights associated with the Common 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 Common 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.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the then
current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Common Shares) or of subscription rights or warrants (other
than those referred to above).
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
2
<PAGE>
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 Common 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 Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
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.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
A copy of the Rights Agreement has been filed with the Securities and
Exchange Commission as an Exhibit to a Registration Statement on Form 8-A dated
April 12, 1994. A copy of the Rights Agreement is available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is hereby incorporated herein by reference.
3
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ABIGAIL ADAMS NATIONAL BANCORP, INC.
----------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 52-1508198
-------------------------------------------------------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
1627 K STREET, WASHINGTON, D.C. 20006
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- -------------------------------
None None
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON SHARE PURCHASE RIGHTS
--------------------------------------
4
<PAGE>
(Title of Class)
Page 1 of _____ total pages Exhibit Index appears on page 6
5
<PAGE>
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
On April 12, 1994, the Board of Directors of ABIGAIL ADAMS NATIONAL
BANCORP, INC. (the "Company") declared a dividend of one common share purchase
right (a "Right") for each outstanding share of common stock, $10.00 par value
(the "Common Shares"), of the Company. The dividend is payable on April 25, 1994
(the "Record Date") to the shareholders of record on that date. Each Right
entitles the registered holder to purchase from the Company one Common Share of
the Company, at a price of $60.33 per Common Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights are set forth in
a Rights Agreement (the "Rights Agreement") between the Company and The First
National Bank of Maryland, as Rights Agent (the "Rights Agent").
Until the earliest to 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 Common 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 Common 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 Common 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 person intends to cause the Company to repurchase the
Common 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 Common Shares in a manner that results in a person
owning 9.9% or more of the Common 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 Common Share certificates outstanding as of the
Record Date, by such Common Share certificate with a copy of this summary of
Rights attached thereto.
As of the date of adoption of the Rights Agreement, no Acquiring Person or
Adverse Person exists for purposes of the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date, the Rights
will be transferred with and only with the Common Shares. Until the Distribution
6
<PAGE>
Date (or earlier redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date, upon transfer or new issuance of
Common 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 Common Shares,
outstanding as of the Record Date, even without such notation or a copy of this
Summary of Rights being attached thereto, will also constitute the transfer of
the Rights associated with the Common 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 Common 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.
The Purchase Price payable, and the number of Common Shares or other
securities or property issuable, upon exercise of the Rights are subject to
adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Common
Shares, (ii) upon the grant to holders of the Common Shares of certain rights or
warrants to subscribe for or purchase Common Shares at a price, or securities
convertible into Common Shares with a conversion price, less than the then
current market price of the Common Shares or (iii) upon the distribution to
holders of the Common Shares of evidences of indebtedness or assets (excluding
regular periodic cash dividends paid out of earnings or retained earnings or
dividends payable in Common Shares) or of subscription rights or warrants (other
than those referred to above).
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 Common Shares
7
<PAGE>
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 Common
Shares.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments require an adjustment of at least 1% in
such Purchase Price. No fractional Common Shares will be issued and in lieu
thereof, an adjustment in cash will be made based on the market price of the
Common Shares on the last trading day prior to the date of exercise.
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.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
Item 2. EXHIBITS
--------
EXHIBIT NO. DESCRIPTION
----------- -----------
1 Rights Agreement, dated as of April 12, 1994, between the Company
and The First National Bank of Maryland, as Rights Agent.
2 Right Certificate (attached as Exhibit A to Rights Agreement).
Pursuant to the Rights Agreement, printed Right Certificates will
not be mailed until the Distribution Date as defined therein.
8
<PAGE>
3 Summary of Rights to Purchase Common Shares (attached as Exhibit
B to Rights Agreement).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ABIGAIL ADAMS NATIONAL BANCORP, INC.
Date: April 12, 1994 By: /S/ BARBARA DAVIS BLUM
------------------------------------
Barbara Davis Blum
Chairwoman, President and
Chief Executive Officer
9
<PAGE>
EXHIBIT INDEX
Page at Which
Exhibit Appears
in Sequentially
EXHIBIT NO. DESCRIPTION
NUMBERED COPY ---------------
-------------
1 Rights Agreement, dated as of April
12, 1994, between the Company and
The First National Bank of Maryland,
as Rights Agent.
2 Right Certificate (attached as
Exhibit A to Rights Agreement).
Pursuant to the Rights Agreement,
printed Right Certificates will not
be mailed until the Distribution
Date as defined therein.
3 Summary of Rights to Purchase Common
Shares (attached as Exhibit B to
Rights Agreement).
10
<PAGE>
EXHIBIT D
ESCROW AGREEMENT ("Escrow Agreement") made this 21st day of April,
1995, among MARSHALL T. REYNOLDS (the "Purchaser"), CITIBANK, N.A., a national
banking association (the "Seller"), and CITIZENS BANK OF MARYLAND (the "Escrow
Agent").
WHEREAS, the Purchaser and the Seller have entered into a Stock
Purchase Agreement (the "Stock Purchase Agreement") dated as of April 21, 1995
which requires Purchaser to deliver to the Escrow Agent a Deposit (as defined in
Section 2.2 of the Stock Purchase Agreement);
NOW THEREFORE, the parties hereto agree as follows:
1. Except as otherwise provided herein, capitalized terms used in
the Stock Purchase Agreement shall have the same meaning when used herein.
2. Concurrently with the execution of the Stock Purchase Agreement,
Purchaser shall deliver to the Escrow Agent the Deposit to be held by the Escrow
Agent in an escrow account at _______________ in accordance with the terms of
this Escrow Agreement and the Stock Purchase Agreement. The Escrow Agent shall
invest the Deposit in overnight repurchase agreements collateralized by United
States Treasury securities. The Deposit plus all interest or other moneys
earned thereon after the deduction of fees and expenses of the Escrow Agent as
provided herein shall constitute the "Escrowed Funds."
3. The Escrow Agent shall not sell, transfer or in any manner
encumber the Escrowed Funds except pursuant to the terms of this Escrow
Agreement.
4. The Escrowed Funds shall be distributed by the Escrow Agent as
follows:
(a) If the Initial Closing occurs, the Escrowed Funds shall be
distributed at the Initial Closing to the Seller and credited toward payment of
the Purchase Price;
(b) If (i) the Stock Purchase Agreement is terminated by either
Seller or Purchaser pursuant to Section 7.1(c) or (f) thereof or by the Seller
pursuant to Section 7.1(b) thereof, (ii) Purchaser does not at such time have
the right to terminate the Stock Purchase Agreement under Section 7.1 thereof
and (iii) the Seller has not breached, in any material respect, (A) any covenant
or undertaking contained in the Stock Purchase Agreement or (B) any
representation or warranty contained in the Stock Purchase Agreement, which
breach has not been cured in all material
<PAGE>
respects, then the Escrowed Funds shall be distributed to the Seller.
(c) If the Stock Purchase Agreement is terminated other than
pursuant to Section 7.1(a) thereof and subsection (b) of this Section 4 does not
apply, then the Escrowed Funds shall be distributed to Purchaser.
(d) If the Stock Purchase Agreement is terminated pursuant to
Section 7.1(a) thereof, the Escrowed Funds shall be distributed in accordance
with the joint instructions of the Seller and Purchaser.
5. In the event the Seller or Purchaser believes that it is entitled
to the Escrowed Funds, such party (the "Demanding Party") shall deliver a notice
("Notice") to the other party (the "Other Party") and to the Escrow Agent that
shall set forth the reason(s) it believes it is entitled to the Escrowed Funds.
If, within ten days of the date of such Notice, the Other Party either consents
in writing to such distribution or the Escrow Agent receives no Notice of
Objection (as defined below) pursuant to paragraph 6 hereof, the Escrow Agent
shall pay the Escrowed Funds to the Demanding Party on the eleventh day after
the date of such Notice.
6. If a Notice is sent to the Escrow Agent and, within ten days of
the date of the Notice, the Escrow Agent and the Demanding Party receive a
written notice of objection ("Notice of Objection") from the Other Party, no
distribution shall be made until such dispute shall have been resolved by (a) an
agreement in writing signed by the Seller and Purchaser, or (b) by a final
judgment of a court of competent jurisdiction, as to which judgment the time for
appeal shall have expired and no appeal shall be pending, and the full and
executed counterpart of such agreement, or a certified copy of such final
judgment together with an affidavit of counsel for the Seller or Purchaser, as
the case may be, stating that the time to appeal therefrom has expired and no
appeal is pending, is delivered to the Escrow Agent, in which case the Escrow
Agent shall comply with the terms of such agreement or judgment.
7. The Seller and Purchaser agree with the Escrow Agent as follows:
a. The Escrow Agent shall not be bound in any way by any
agreement or contract between the Seller and Purchaser other than the
Stock Purchase Agreement (and any amendments or supplements thereto of
which it has notice) or as specifically set forth herein, and the
Escrow Agent's only duties and responsibilities shall be
2
<PAGE>
to hold and dispose of the Deposit in accordance with the terms of the
Stock Purchase Agreement and this Escrow Agreement.
b. The Escrow Agent may rely and shall be protected in acting
or refraining from acting upon any written notice, instruction or
request furnished to the Escrow Agent either by the Seller or
Purchaser by any of the persons whose names and specimen signatures
have been furnished to the Escrow Agent pursuant to paragraph 9 hereof
and it shall not be necessary for the Escrow Agent to inquire into the
authority of such signer(s).
c. This Escrow Agreement may be altered or amended only with
the consent of all of the parties hereto. The Seller and Purchaser
may remove Citizens Bank of Maryland as Escrow Agent at any time upon
10 days' written notice to the Escrow Agent.
d. Any notice required to be given to the Escrow Agent, the
Seller or Purchaser shall be in writing and shall be effective when
delivered to the Seller or Purchaser at its address as specified in
Section 8.4 of the Stock Purchase Agreement or to the Escrow Agent at
the address specified below:
Citizens Bank of Maryland
______________________________
______________________________
Attention:____________________
or such other address as the parties may have furnished each other in
writing, which notice of change of address shall be effective only
upon receipt.
e. The Escrow Agent shall charge the Escrowed Funds for any
reasonable expenses incurred in connection with this Escrow Agreement,
including attorneys' fees at its hourly rates and including the actual
cost of legal services should the Escrow Agent deem it necessary to
retain counsel (other than any fees and expenses incurred by the
Escrow Agent in connection with a Notice of Objection, which fees and
expenses shall be paid by the Seller if a final judgment of a court of
competent jurisdiction is rendered for Purchaser and which fees and
expenses shall be paid by Purchaser if a final judgment of a court of
competent jurisdiction is rendered for the Seller.
3
<PAGE>
f. The Escrow Agent shall not be liable for any action taken or
omitted by the Escrow Agent in good faith and in no event shall the
Escrow Agent be liable or responsible except for its own gross
negligence or willful misconduct.
g. Purchaser warrants to the Escrow Agent and the Seller that
(i) there is no security interest in the Deposit or any part thereof,
(ii) no financing statement under the Uniform Commercial Code is on
file in any jurisdiction claiming a security interest in or describing
(whether specifically or generally) the Deposit or any part thereof,
and (iii) the Escrow Agent shall have no responsibility at any time to
ascertain whether any security interest exists in the Deposit or any
part thereof or to file any financing statement under the Uniform
Commercial Code with respect to the Deposit or any part thereof.
8. This Escrow Agreement and its validity, construction and
performance shall be governed by the laws of the District of Columbia, without
giving effect to principles of conflict of laws thereof, and shall be binding
upon the Escrow Agent, Purchaser and the Seller and their respective successors
and permitted assigns. No party to this Escrow Agreement may assign its rights
or duties hereunder without the prior written consent of the other parties
hereto.
9. Simultaneously with the execution of this Escrow Agreement, the
Seller and Purchaser will each deliver to the Escrow Agent and to each other a
certificate containing the names and specimen signatures of its officers or
representatives authorized to sign this Escrow Agreement and notices,
instructions and other communications hereunder. These certificates may be
amended or replaced from time to time by later dated certificates delivered to
the Escrow Agent by the Seller or Purchaser, as the case may be.
IN WITNESS WHEREOF, the parties hereto have caused this Escrow
Agreement to be executed and delivered by their duly authorized officers or
representatives and have caused this Escrow Agreement to be dated as of the date
and year first above written.
CITIBANK, N.A.
By: /S/ WALTER C. VOSBURGH, SR.
------------------------------
Name: WALTER C. VOSBURGH, SR.
------------------------
Title: VICE PRESIDENT
------------------------
4
<PAGE>
/S/ MARSHALL T. REYNOLDS
------------------------
MARSHALL T. REYNOLDS
We accept appointment as Escrow
Agent and acknowledge receipt of
the Deposit.
CITIZENS BANK OF MARYLAND
By: /s/ H. Wendy Wetstein
--------------------------
Name: H. Wendy Wetstein
--------------------
Title: Vice President
-------------------
5
<PAGE>
UNITED EXHIBIT E
NATIONAL BANK
January 10, 1995
Marshall T. Reynolds
2450 1st Avenue
P.O. Box 2968
Huntington, WV
Dear Marshall,
It is my pleasure to inform you that United National Bank has approved a
Line of Credit to you in the amount of $5,000,000.00. This loan needs to have
final approval by the Bank Board, however has been approved under the following
terms and conditions:
AMOUNT: $5,000,000.00
PURPOSE: To be used for personal investment purposes.
TYPE OF LOAN: Working Capital Line of Credit
INTEREST RATE: Chase Manhattan Bank's Prime Rate of Interest to be adjusted on
the calendar quarter.
TERM: This Line of Credit has been approved for a period of one year.
In order to coincide with your financial statement preparation
this Line of Credit will expire on March 31, 1996. If you desire
to have a renewal, request should be made prior to this
expiration date.
SECURITY: The loan is to be secured by Stock in Champion Industries, Inc.
in the amount of $10,000,000.
GUARANTORS: Harrah and Reynolds Corporation
INSURANCE: Borrower to provide Assignment of Life Insurance to Bank in the
minimum amount of $1,000,000 on the life of Marshall T. Reynolds.
FINANCIAL Borrower is to furnish Bank with annual financial
STATEMENTS: statements on Marshall T. Reynold and Harrah & Reynolds
Corporation. Borrower to furnish Bank
<PAGE>
Page Two
Commitment
January 10, 1995
with quarterly statements on Champion Industries, Inc. and other
such materials as may be requested.
The above is a summary of the terms and conditions approved for the Line of
Credit to you. It is our understanding that this Line of Credit will serve to
payoff a loan for $325,000 currently held by United. In general, if you are in
agreement with the following terms and conditions, please sign this commitment
letter as an indication of your acceptance. Please return the original of this
commitment letter to Merrell O'Shea. This commitment is available to you for a
period of 30 days, to expire on February 10, 1995. The $1 Million LOC will
remain at the Ceredo Office in the name of Harrah and Reynolds.
It is a pleasure working with you and Jean Hubbard in this request. I look
forward to a mutually satisfactory relationship with you and your use of the
Line.
Sincerely,
UNITED NATIONAL BANK
/s/ Merrell O'Shea
Merrell O'Shea
Senior Vice President
ACKNOWLEDGED & ACCEPTED BY:
/s/ Marshall T. Reynolds
-----------------------------------
Marshall T. Reynolds
1-17-95
-----------------------------------
Date
MAO/sb
<PAGE>
BANK ONE, WEST VIRGINIA, NA Tel 304 526 4200 EXHIBIT F
Huntington Fax 304 526 4293
1000 Fifth Avenue
Post Office Box 179
Huntington, WV 25706 0179
BANK ONE
January 30, 1995
Mr. Robert L. Shell, Jr.
5 Nichols Drive
Barboursville, WV 25504-1845
SUBJECT: Personal Credit Facilities
Dear Mr. Shell:
Bank One, West Virginia, NA, Huntington is pleased to offer the following
commitment to you. The terms and conditions of this commitment are as follows:
AMOUNT:
Loan #1: Up to $300,000.00
Loan #2: Up to $300,000.00
Combined loan balances shall be the lesser of $600,000 or the amount paid
for the stock mentioned below, plus $100,000.
PURPOSE:
Loan #1: To facilitate the purchase of approximately 29,412 shares of
Abigail Adams National Bancorp, Inc. stock. Total purchase price
approximates $500,000.00.
Loan #2: To facilitate the purchase of approximately 29,412 shares of
Abigail Adams National Bancorp, Inc. stock ($200,000) and provide
funds ($100,000) to refinance personal unsecured debt.
INTEREST RATE: Loan #1 and Loan #2:
The interest accrual rate on the principal balance outstanding on both
notes shall be Bank One Prime Rate plus one and one-half percent per annum
(P + 1.50%) as that rate may change from time to time, said changes to
occur on the date the Prime Rate changes.
REPAYMENT TERMS:
Loan #1: This loan will be scheduled to mature one year from date of
closing. At or before said maturity, and annually thereafter,
Bank shall review loan for reaffirmation purposes. Said
reaffirmation will be at the Bank's sole discretion.
Loan #2: Shall be repaid in monthly principal and interest installments of
$4,625 and shall mature five years from closing date with a
balloon balance.
<PAGE>
Mr. Robert L. Shell, Jr. Page 2
January 30, 1995
COLLATERAL:
Loan #1: To be secured by a first lien security interest in the purchased
shares of Abigail Adams National Bancorp, Inc. A collateral
maintenance agreement shall exist which would require borrower to
maintain a 70% loan balance-to-market value of stock ratio. Loan
#1 will be cross-collateralized with Loan #2.
Loan #2: To be secured by a second lien Deed of Trust on Borrower's
residence located at 5 Nichols Drive, Barboursville, West
Virginia. This loan will be cross-collateralized with Loan #1.
OTHER CONDITIONS:
A valid, binding agreement shall be entered into between Bank, Borrower and
third party, acceptable to Bank, stipulating that in the even of default on
either Loan #1 or Loan #2, the third party agrees to purchase the stock
collateralizing the loans at the price Borrower paid for said stock. Said
amount not to be less than an amount sufficient to reduce combined loan
balances to $100,000. Borrower will then immediately apply the proceeds of
said sale to Loan #1 and Loan #2 such that the remaining balance be no
greater than $100,000 on Loan #2, and Loan #1 shall be fully paid. This
agreement shall be subject to satisfactory review by Bank's counsel.
APPRAISAL:
Bank shall receive an updated appraisal conducted by an appraiser
acceptable to Bank on the residential real estate located at 5 Nichols
Drive, Barboursville, West Virginia.
LEGAL OPINION:
The Bank requires a legal opinion confirming that all documents and other
matters pertaining to the loan are valid, enforceable, and binding in
accordance with their terms and do no violate any laws. Bank also requires
legal opinions stipulating that the Bank has valid lien positions on each
piece of collateral as stated herein.
REPRESENTATION OF FACTS:
This commitment is subject to the accuracy of all information,
representatives and materials submitted with or in support of the
application for the credit facilities.
ANNUAL STATEMENTS:
Borrower is to submit annual personal financial statements by March 30 of
each year. Borrower also agrees to submit copies of Federal Income Tax
Returns 30 days after filing said return.
EXPENSES:
All expenses associated with the closing of both loans are to be paid by
Borrower. These expenses shall include, but are not limited to, attorney's
fees (including fees of Bank's counsel for preparation or review of
documents), recording fees, appraisal fees, etc.
<PAGE>
Mr. Robert L. Shell, Jr. Page 3
January 30, 1995
The loans will be evidenced by Promissory Notes, Security Agreements, Deed of
Trust, and are subject to a more comprehensive loan agreement and any other
documents deemed necessary by Bank and/or Bank's counsel.
This commitment is open for your acceptance until the close of business February
26, 1995. No change in the provisions of this commitment shall be binding
unless in writing and executed by Borrower and in the name of and by an officer
of the Bank. This commitment is for the sole benefit of Bank and Borrower and
no third party may relay on this document. This commitment supersedes the Offer
of Commitment dated January 17, 1995. To acknowledged your acceptance, please
return a signed copy of this letter to my attention at the following address:
Bank One, West Virginia, NA, ATTN: Geoffrey S. Sheils, Vice President, P. O. Box
179, Huntington, WV 25706-0179. Upon receipt of signed letter, attorney and
appraiser work will commence. We appreciate the opportunity to present this
financial commitment to you and hope you find the terms and conditions
acceptable.
Sincerely,
/s/ Geoffrey S. Sheils
Geoffrey S. Sheils
Vice President
The foregoing terms and conditions are hereby accepted and agreed to this 1st
day of Feb, 1995.
/s/ Robert L. Shell, Jr.
-------------------------------------------------
Robert L. Shell, Jr.
<PAGE>
EXHIBIT G
<TABLE>
<S> <C> <C>
JOHN L. HUBBARD CITIZENS DEPOSIT BANK & TRUST Loan Number: 14554
JEANNE D. HUBBARD 400 SECOND STREET Date: January 6, 1995
33 W 11TH AVE VANCEBURG, KY 41179-1009 Maturity Date: Jan. 6, 1996
HUNTINGTON, WV 25701-9998 Renewal of: ________
-------------------------- -----------------------------
BORROWER'S NAME AND ADDRESS LENDER'S NAME AND ADDRESS L/P: BJA
"I" includes each borrower "You" means the lender,
above, joint and severally it successors and assigns
</TABLE>
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of ONE HUNDRED THOUSAND and No/100 Dollars
$100,000.00
/ / Single Advance: I will receive all of this principal sum on _____. No
addition advances are contemplated under this note.
/x/ Multiple Advance: The principal sum shown above is the maximum amount of
principal I can borrower under this note. On January 6, 1995 I will
receive the amount of $_____ and future principal advances are
contemplated.
Conditions: The conditions for future advances are PER THE CUSTOMERS
REQUEST IN MINIMUM DRAWS OF $1,000.
/x/ Open End Credit: You and I agree that I may borrow up to the maximum
amount of principal more than one time. This feature is subject to
all other conditions and expires on JANUARY 5, 1996.
/ / Closed End Credit: You and I agree that I may borrow up to the
maximum only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from
January 6, 1995 at the rate of 9.500% per year until FIRST CHANGE DATE.
/x/ Variable Rate: This rate may then change as stated below,
/x/ Index Rate: The future rate will be equal to the following index
rate: CITIZENS DEPOSIT BANK & TRUST INDEX RATE
/ / No Index: The future rate will not be subject to an internal or
external index. It will be entirely in your control.
/x/ Frequency and Timing. The rate on this note may changes as often as
daily. A change in the interest rate will take effect on the same
day.
/x/ Limitations: During the term of this loan, the applicable annual
interest rate will not be more than 24.000% or less than _____%. The
rate may not change more often than every day nor more than 2.0000%
each day.
Effect of Variable Rate: A change in the interest rate will have the
following effect on the payments:
/x/ The amount of each scheduled payment will change. /x/ The amount of
the final payment will change.
/ / ________.
ACCRUAL METHOD: Interest will be calculated on a actual/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
/x/ on the same fixed or variable rate basis in effect before maturity (as
indicated above).
/ / at a rate equal to ________.
/x/ LATE CHARGE: If a payment is made more than 10 days after it is due, I
agree to pay a late charge of 5.000% of the late payment with a maximum of
$50.00.
/ / ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which / / are / / are not included in the principal amount above:
________.
PAYMENTS: I agree to pay this note as follows:
/x/ Interest: I agree to pay accrued interest on demand, but if no demand is
made monthly beginning February 6, 1995.
/x/ Principal: I agree to pay the principal on demand, but if no demand is
made then on January 6, 1996.
/ / Installments: I agree to pay this note in ________ payments. The first
payment will be in the amount of $________ and will be due ________. A
payment of $________ will be due ________ thereafter. The final payment of
the entire unpaid balance of principal and interest will be due ________.
ADDITIONAL TERMS:
THIS LOAN IS SECURED BY A STOCK ASSIGNMENT OF EVEN DATE.
PURPOSE: The purposes of this loan SIGNATURES: I AGREE TO THE TERMS OF THIS
is business: NOTE (INCLUDING THOSE ON PAGE 2). I
PERSONAL INVESTMENTS have received a copy on today's date.
Signature for Lender X/s/ John L. Hubbard
------------------------------
JOHN L. HUBBARD
X/s/ Brenda Allen, AVP X/s/ Jeanne D. Hubbard
------------------------------ ------------------------------
BRENDA ALLEN, AVP JEANNE D. HUBBARD
______________________________ ______________________________
______________________________ ______________________________
<PAGE>
LENDER'S NAME AND ADDRESS EXHIBIT H
CITIZENS DEPOSIT BANK & TRUST
400 SECOND STREET
VANCEBURG, KY 41179-1009
BORROWER'S NAME AND ADDRESS
ROBERT H. BEYMER
214 N. BLVD. W.
HUNTINGTON, WV 25704-3042
Loan Number ________
Date: March 30, 1995
Mat. Date: April 10, 1996
Loan Amount: $100,000.00
L/P: BJA
TRUTH-IN-LENDING DISCLOSURES
"I" MEANS THE BORROWER AND "YOU" MEANS THE LENDER
ANNUAL PERCENTAGE RATE
The cost of my credit as a yearly rate.
10.136e%
FINANCE CHARGE
The dollar amount the credit will cost me.
$5,236.12e
AMOUNT FINANCED
The amount of credit provided to me or on my behalf
$100,000.00
TOTAL OF PAYMENTS
The amount I will have paid when I have made all scheduled payments.
$105,236.13e
I have the right to receive at this time an itemization of the Amount Financed
I ________ do ________ do not want an itemization.
My Payment Schedule will be:
Number of Payments ________
<PAGE>
Amount of Payments $________
When Payments Are Due:
One payment of principal of $100,000.00 on April 10, 1996. Interest on the
amount of credit outstanding will be paid quarterly.
/x/ Demand:
/x/ This loan has a demand feature.
/ / This loan is payable on demand and all disclosures are based on an assumed
maturity of one year.
/x/ Variable Rate: (check one below)
/ / My loan contains a variable rate feature. Disclosures about the
variable rate feature have been provided to me earlier.
/x/ The annual percentage rate may increase during the term of this
transaction if CITIZENS DEPOSIT BANK & TRUST INDEX RATE increases.
Any increase will take the form of an increase in the amt. of each payment
and the amt. due at maturity.
If the rate increases by n/a% in n/a, the n/a will increase to n/a. The
rate may not increase more often than once every day and may not increase
more than 2.000% each day. The rate will not go above ________%.
/x/ Security: I am giving a security interest in:
/ / (brief description of other property)
Filing/Recording Fees: $________
/ / the goods or property being purchased.
/ / collateral securing other loans with you may also secure this loan.
/ / my deposit accounts and other rights I may have to the payment of
money from you.
/x/ Late Charge: If a payment is late I will be charged 5.000% of the payment
with a max. of $50.00 after 15 days of the scheduled payment.
/ / Required Deposit: The annual percentage rate does not take into account my
required deposit.
Prepayment: If I pay off this loan early, I
/ / may /x/ will not have to pay a penalty.
/ / may / / will not be entitled to a refund of part of the finance
charge.
/ / Assumption: Someone buying my house
/ / may, subject to conditions, be allowed to / / cannot assume the
remainder of the mortgage on the original terms.
<PAGE>
I can see my contract documents for any additional information about nonpayment,
default, any required repayment in full before the scheduled date and prepayment
refunds and penalties.
"e" means an estimate
CREDIT INSURANCE - Credit life insurance and credit disability insurance are not
required to obtain credit, and will not be provided unless I sign and agree to
pay the additional costs.
----------------------------------------
TYPE PREMIUM TERM
----------------------------------------
CREDIT LIFE
----------------------------------------
CREDIT DISABILITY
----------------------------------------
JOINT CREDIT LIFE
----------------------------------------
----------------------------------------
I / / do / / do not want credit life insurance.
X DOB
----------------------------------------
I / / do / / do not want credit disability insurance.
X DOB
----------------------------------------
I / / do / / do not want joint credit life insurance.
X DOB
----------------------------------------
X DOB
----------------------------------------
I / / do / / do not want ________ insurance.
X
----------------------------------------
PROPERTY INSURANCE - I may obtain property insurance from anyone I want that is
acceptable to you. If I get the insurance from or through you I will pay
$________ for ________ of coverage.
FLOOD INSURANCE - Flood insurance / / is / / is not required. I may obtain
flood insurance from anyone I want that is acceptable to you. If I get the
insurance from or through you I will pay $________ for ________ of coverage.
ITEMIZATION OF AMOUNT FINANCED
Amount given to me directly $________
Amount paid on my (loan) account $________
_______________ $________
AMOUNTS PAID TO OTHERS ON MY BEHALF:
Insurance Companies $________
Public Officials $________
(less) PREPAID FINANCE CHARGE(S) $________
Amount Financed $100,000.00
(Add all items financed and subtract prepaid finance charges.)
<PAGE>
BY SIGNING BELOW - I ACKNOWLEDGE RECEIPT OF A COPY OF THIS DISCLOSURE ON THE
DATE INDICATED ABOVE.
X________________ X_________________ X_________________
ROBERT H. BEYMER
<PAGE>
EXHIBIT I
Pursuant to Securities and Exchange Commission Regulation 13d-1(f) this
shall constitute the agreement of the undersigned that the Schedule 13D to which
this agreement is appended as an exhibit is filed on behalf of all and each of
the undersigned.
Dated: April 28, 1995
/s/ Marshall T. Reynolds /s/ Robert L. Shell, Jr.
------------------------ ------------------------
MARSHALL T. REYNOLDS ROBERT L. SHELL, JR.
/s/ Shirley A. Reynolds /s/ Thomas W. Wright
----------------------- --------------------
SHIRLEY A. REYNOLDS THOMAS W. WRIGHT
/s/ Robert H. Beymer /s/ Deborah P. Wright
-------------------- ---------------------
ROBERT H. BEYMER DEBORAH P. WRIGHT
/s/ Barbara W. Beymer /s/ Jeanne D. Hubbard
--------------------- ---------------------
BARBARA W. BEYMER JEANNE D. HUBBARD
