SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
| | Preliminary information statement | | Confidential, for Use of the
Commission Only
|x| Definitive information statement (as permitted by Rule 14c-5(d)(2))
ABIGAIL ADAMS NATIONAL BANCORP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
| | $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14c-5(g).
| | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
_________________________________________________________________________
(2) Aggregate number of securities to which transaction applies:
_________________________________________________________________________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
_________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
_________________________________________________________________________
(5) Total fee paid:
_________________________________________________________________________
|x| Fee paid previously with preliminary materials.
| | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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ABIGAIL ADAMS NATIONAL BANCORP, INC.
1627 K STREET, N.W.
WASHINGTON, D.C. 20006
June 14, 1996
Dear Shareholder:
Abigail Adams National Bancorp, Inc. (the "Company") has obtained
the written consent of certain of its shareholders of record as of May 31, 1996
to approve amendments to its Certificate of Incorporation increasing the
authorized number of shares of the Company's common stock (the "Common Stock")
from 800,000 shares to 5,000,000 shares and reducing the par value of the Common
Stock from $10.00 to $.01. These amendments have been approved by the Company's
Board of Directors and the holders of a majority of the Common Stock. Your
consent is not required and is not being solicited in connection with these
actions. Pursuant to Section 228 of the Delaware General Corporation Law, you
are hereby being provided with notice of the approval by less than unanimous
written consent of the Company's shareholders. Pursuant to the Securities
Exchange Act of 1934, with this letter you are being furnished an information
statement relating to these actions.
By Order of the Board of Directors
/s/ Joyce R. Hertz
----------------------------------
Joyce R. Hertz
Corporate Secretary
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ABIGAIL ADAMS NATIONAL BANCORP, INC.
1627 K STREET, N.W.
WASHINGTON, D.C. 20006
INFORMATION STATEMENT
GENERAL
-------
This information statement is being mailed on or about June 14,
1996 to holders of record as of May 31, 1996 of common stock, $10.00 par value
(the "Common Stock"), of Abigail Adams National Bancorp, Inc. (the "Company"), a
Delaware corporation. This statement is furnished in connection with the taking
of action by written consent of the holders of a majority of the outstanding
shares of Common Stock approving amendments to the Company's Certificate of
Incorporation increasing the authorized shares of Common Stock from 800,000 to
5,000,000 shares and reducing the par value of the Common Stock from $10.00 to
$.01 per share (the "Amendments"). THE COMPANY IS NOT ASKING YOU FOR A PROXY OR
CONSENT AND YOU ARE REQUESTED NOT TO SEND US A PROXY OR CONSENT.
As of May 31, 1996, there were outstanding 284,844 shares of the
Common Stock held of record by 578 shareholders. Each share of Common Stock is
entitled to one vote. The record date for purposes of the written consent to
these actions is May 31, 1996. However, because the Company's directors and
officers, and Shirley A. Reynolds and Barbara Beymer hold at least a majority of
the issued and outstanding shares of Common Stock and, therefore, had sufficient
voting power to approve the Amendments through their ownership of the Company's
Common Stock, no other stockholder consents are being solicited and no
stockholders' meeting is being held in connection with these actions.
SECURITIES OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
--------------------------------
The following table sets forth information regarding the
beneficial ownership of the Common Stock as of May 31, 1996 by (i) each person
or group known by the Company to own beneficially more than 5% of the
outstanding Common Stock; (ii) each of the Company's directors; and (iii) all
directors and executive officers of the Company as a group. Unless otherwise
noted below, the persons named in the table have sole voting and sole investment
powers with respect to the shares reported as beneficially owned by such person.
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Beneficial
Ownership of Percent of
Name and Address Shares Class Owned
---------------- ------ -----------
Shirley A. Reynolds 115,165 (1)(2) 40.4%
1130 13th Avenue
Huntington, West Virginia 25701
Barbara W. Beymer 27,000 (1) 9.5%
214 North Boulevard West
Huntington, West Virginia 25701
Deborah P. Wright 27,000 (1)(3) 9.5%
1517 Diederich Boulevard
Flatwoods, Kentucky 41139
SAG, Corp. Money Purchase 20,161 (4) 7.1%
Plan and Trust (Pension),
Neal R. Gross, Trustee
Ava S. Gross, Trustee
4218 Lenore Lane, N.W.
Washington, D.C. 20008
Barbara Davis Blum 1,708 (5) *
Shireen L. Dodson 100 *
Susan Hager 522 *
Jeanne D. Hubbard 1,500 (1) *
Clarence L. James, Jr. 100 *
Marshall T. Reynolds 75,165 (1)(2) 26.4%
Robert L. Shell, Jr. 22,000 (1)(6) 7.7%
Dana B. Stebbins 100 *
Susan J. Williams 522 *
All directors and executive
officers as a group (11 persons) 102,321 (7) 35.8%
- -------------------------
* Less than 1%.
(1) Based upon Amendment No. 1 to Schedule 13D dated July 21, 1995,
Marshall T. Reynolds, Shirley A. Reynolds, Robert L. Shell, Jr., Robert H.
Beymer, Barbara W. Beymer, Thomas W. Wright, Deborah P. Wright and Jeanne D.
Hubbard acquired 203,038 outstanding shares of the Company. Amendment No. 2 to
Schedule 13D dated March 5, 1996 evidences the disposition of a total of 15,000
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shares by Marshall T. Reynolds and Robert L. Shell, Jr. An additional 4,627
shares were acquired by Mr. and Mrs. Reynolds jointly in a tender offer which
was completed on September 15, 1995.
(2) Marshall T. Reynolds and Shirley A. Reynolds share voting and
dispositive power with respect to 65,165 shares owned jointly. An additional
10,000 shares are held by a dependent child.
(3) Thomas W. Wright and Deborah P. Wright share voting and dispositive
power with respect to 7,000 shares owned jointly.
(4) Based upon a Schedule 13D dated September 18, 1995, Neal R. Gross and
Ava S. Gross share voting and dispositive power with respect to these shares.
(5) Includes options to purchase 756 shares granted to Ms. Blum under the
Company's Employee Incentive Stock Option Plan.
(6) Based upon Amendment No. 2 to Schedule 13D dated March 5, 1996, upon
any default under Robert L. Shell, Jr.'s loan agreement with Bank One, West
Virginia which extended financing for the purchase of Mr. Shell's shares,
Marshall T. Reynolds would be required to purchase the shares of the Company's
Common Stock attributed to Mr. Shell, increasing the number of shares held with
sole voting and dispositive power by Mr. Reynolds to 20,000 and reducing Mr.
Shell's beneficial ownership to -0-. Mr. Shell's shares include 2,000 shares
transferred by gift to his wife.
(7) Includes options to purchase 1,160 shares granted to officers and
directors as a group.
AMENDMENTS TO CERTIFICATE OF INCORPORATION
------------------------------------------
INCREASE IN AUTHORIZED SHARES
On May 21, 1996 the Company's Board of Directors adopted
resolutions proposing, and as of May 31, 1996 the holders of a majority of the
outstanding shares of Common Stock approved, an amendment to the Company's
Certificate of Incorporation increasing the number of authorized shares from
800,000 to 5,000,000 shares. Holders of shares of the Company's Common Stock do
not and will not have preemptive rights pursuant to the Company's Certificate of
Incorporation. The increase in the authorized number of shares of Common Stock
is intended to provide sufficient shares of Common Stock to be issued in a
three- for-one stock split in the form of a stock dividend and in a public
offering of shares previously announced by the Company on February 29, 1996. The
increase will result in an increase in the Company's Delaware Franchise Tax. The
amendment will become effective when the Certificate of Amendment, a copy of
which is attached hereto as Exhibit A, will be filed with the Secretary of State
of the State of Delaware, expected on or about July 1, 1996.
The Company is presently authorized to issue 800,000 shares of
Common Stock, of which, as of May 31, 1996, 284,844 shares were outstanding. The
Company also holds 1,560 shares as treasury stock. The Company has reserved for
issuance an additional 284,844 shares under the Company's Rights Agreement,
30,000 shares under the Company's Non-Qualified Stock Option Plan, 25,000 shares
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under a Non-Qualified Stock Option Agreement with Barbara Davis Blum, the
Company's President, 2,143 shares under a non-qualified Directors Stock Option
Plan and 3,329 shares under an Employee Incentive Stock Option Plan. The
aggregate number of shares of Common Stock outstanding or reserved for issuance
as of May 31, 1996 was 631,720 shares, leaving 168,280 shares unissued and not
reserved for issuance. These remaining shares would be insufficient to
accomplish the proposed stock split (along with certain required proportionate
adjustments in the number of shares reserved for issuance) and the proposed
stock offering or to maintain the Company's flexibility for funding its capital
needs and corporate growth, for potential acquisitions and for future stock
dividends and splits.
The Company has no present plans, agreements, arrangements or
understanding regarding the issuance of any shares of Common Stock except as
described below.
STOCK SPLIT. On May 21, 1996, the Board of Directors adopted
resolutions, subject to shareholder approval of the Amendments, that would
effect a three-for-one stock split in the form of a stock dividend of two shares
of Common Stock for each of the outstanding shares of Common Stock (the "Stock
Split"). The principal result of the Stock Split will be to reduce the price per
share of the Common Stock in anticipation of the proposed stock offering
discussed below.
The Stock Split will be payable on or about July 2, 1996 (the
"Payment Date") to shareholders of record as of May 31, 1996 (the "Record
Date"). Each person holding shares of Common Stock as of the Record Date will be
entitled to receive as soon as practicable after the Payment Date a stock
certificate evidencing and representing two additional shares of the Common
Stock for each share held on the Record Date.
PUBLIC OFFERING. As announced on February 29, 1996, the Company
currently intends to proceed with an underwritten public offering of additional
shares of Common Stock to raise approximately $6 million. The Company filed a
Registration Statement with the Securities and Exchange Commission on June 3,
1996 with respect to the proposed offering. In connection with the proposed
offering, the Company contemplates that the Company's employee stock ownership
plan will purchase no more than $225,000 in shares of the Common Stock.
Additional authorized shares may be issued on such terms and at
such times as the Board of Directors may determine without further action by the
shareholders, unless otherwise required by applicable laws or regulations.
Except in certain cases such as a stock dividend or stock split, the issuance of
additional shares will have the effect of diluting the voting power of existing
shareholders and therefore may have an anti-takeover effect.
The Company has taken other measures designed to encourage
persons seeking to acquire the Company to consult with the Board of Directors
and give it the opportunity for due deliberation concerning all the aspects of
any acquisition offer which may be made. One such measure is the Company's
shareholder rights plan adopted on April 12, 1994, as amended on
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April 20, 1995. This plan is designed to protect long-term shareholder value by
encouraging potential acquirors to negotiate with the Board and making an
unwanted takeover of the Company considerably more expensive for the acquiror.
REDUCTION IN PAR VALUE
The Company's Board of Directors also adopted resolutions on May
21, 1996 approving an amendment to the Company's Certificate of Incorporation
reducing the par value of the Common Stock from $10.00 to $.01 per share.
Shareholders owning a majority of the outstanding shares of Common Stock
approved the amendment by written consent as described elsewhere herein. The
amendment will become effective when the Company files the Certificate of
Amendment with the Secretary of State of the State of Delaware, anticipated on
or about July 1, 1996.
The reduction in par value of the Common Stock will help
facilitate the pricing of the shares issued in the public offering. In
connection with the reduction in par value, the Company will transfer $9.99 from
stated capital to additional paid-in capital. The reduction will have no effect
on the Company's total capital.
By Order of the Board of Directors
/s/ Joyce R. Hertz
-----------------------------
Joyce R. Hertz
Corporate Secretary
June 14, 1996
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EXHIBIT A
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
Abigail Adams National Bancorp, Inc. (the "Corporation"), a
corporation organized and existing under and by virtue of the General
Corporation Law of the State of Delaware,
DOES HEREBY CERTIFY:
FIRST: That at a meeting of the Board of Directors of the
Corporation held on May 21, 1996 resolutions were duly adopted setting forth
proposed amendments of the Certificate of Incorporation of said Corporation,
declaring said amendments to be advisable and calling a meeting of the
stockholders of said corporation for consideration thereof. The resolutions
setting forth the proposed amendments are as follows:
NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Certificate of
Incorporation of the Company be amended by changing Article FOURTH thereof
so that, as amended, said Article shall be and read as follows:
"FOURTH: The total number of shares of stock which the
Corporation shall have authority to issue is 5,000,000 shares of
Common Stock, par value $.01 per share.
SECOND: That thereafter, pursuant to resolution of its Board of
Directors, a written consent of the stockholders owning a majority of the
outstanding shares of the Common Stock of said Corporation was duly executed
approving the above amendment and notice of said action by written consent was
furnished to all stockholders of the Corporation pursuant to Section 228 of the
General Corporation Law of the State of Delaware.
THIRD: That said amendment was duly adopted in accordance with
the provisions of Sections 228 and 242 of the General Corporation Law of the
State of Delaware.
IN WITNESS WHEREOF, said Abigail Adams National Bancorp, Inc. has
caused this Certificate to be signed by Barbara Davis Blum, its President, and
Joyce R. Hertz, its Secretary, this ___ day of __________, 1996.
BY: _______________________________
President
ATTEST: ___________________________
Secretary
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