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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July 21, 1995
ABIGAIL ADAMS NATIONAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-10971 52-1508198
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(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
1627 K Street, Washington, DC 20006
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (202) 466-4090
Page 1 of 3 total pages
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Item 1. Changes in Control of the Registrant
On July 21, 1995, a group of investors (the "Purchaser Group")
purchased from Citibank, N.A. an aggregate of 203,038 shares (the "Shares") of
common stock, par value $10.00 per share (the "Common Stock"), of Abigail Adams
National Bancorp, Inc. (the "Company"). According to an Amendment No. 1 to a
Schedule 13D filed by the Purchaser Group (the "Schedule 13D"), the Shares were
acquired at a purchase price of $17.00 per share. As set forth in the Schedule
13D, the names of the members of the Purchaser Group, and the number of shares
purchased and the percentage of the outstanding shares of Common Stock
beneficially owned, directly or indirectly, by each member of the Purchaser
Group, is a follows:
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Number of Percentage of
Name Shares Outstanding Shares
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Marshall T. Reynolds and
Shirley A. Reynolds, jointly 80,538 28.3%
Shirley A. Reynolds 40,000 14.0%
Robert L. Shell, Jr. 27,000 9.5%
Barbara W. Beymer 20,000 7.0%
Deborah P. Wright 20,000 7.0%
Robert H. Beymer and
Barbara W. Beymer, jointly 7,000 2.5%
Thomas W. Wright and
Deborah P. Wright, jointly 7,000 2.5%
Jeanne D. Hubbard 1,500 0.5%
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Total 203,038 71.3%
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According to the Schedule 13D, the purchases by each member of
the Purchaser Group were funded as follows:
Marshall T. Reynolds and Shirley A. Reynolds -- a line of
credit from United National Bank, Parkersburg, West Virginia.
Robert L. Shell, Jr. -- loan from Bank One, West Virginia, NA
Robert H. Beymer and Barbara W. Beymer -- a line of credit
from Citizens Deposit Bank & Trust, Vanceburg, Kentucky, a line of credit from
First National Bank in Ronceverte, Ronceverte, West Virginia, and intra-family
loans.
Thomas W. Wright and Deborah P. Wright -- personal funds.
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Jeanne D. Hubbard -- line of credit from Citizens Deposit Bank
& Trust, Vanceburg, Kentucky.
Only the loan to Mr. Shell is secured by the pledge of Shares.
Under an Agreement, dated as of April 20, 1995, between
Marshall T. Reynolds and the Company, Mr. Reynolds is obligated to commence,
within 20 business days after July 21, 1995, a tender offer at $21.00 per share
for all of the outstanding shares of Common Stock not owned by the Purchaser
Group (the "Tender Offer"). Mr. Reynolds has further agreed that prior to the
commencement of the Tender Offer, and payment in full for the shares tendered,
no member of the Purchaser Group will vote any of the Shares, without the
consent of the Company's board of directors, to change in any respect the
composition of the board of directors. According to the Schedule 13D, the
Purchase Group intends, following the completion of the Tender Offer, to cause
the election to the Board of Directors of Jeanne D. Hubbard, Robert L. Shell
and Marshall T. Reynolds.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
ABIGAIL ADAMS NATIONAL BANCORP, INC.
Date: August 4, 1995 By: /s/ Barbara Davis Blum
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Barbara Davis Blum
Chairwoman, President and
Chief Executive Officer
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