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): April 20, 1995
ABIGAIL ADAMS NATIONAL BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-10971 52-1508198
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
1627 K Street, Washington, DC 20006
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202-466-4090)
Page 1 of 8 total pages Exhibit Index appears on page 5
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Item 5. Other Events
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Abigail Adams National Bancorp, Inc. (the "Company") has been advised that
on April 21, 1995, Citibank, N.A. ("Citibank") and Marshall T. Reynolds
("Reynolds") entered into a Stock Purchase Agreement, pursuant to which Citibank
has agreed to sell to Reynolds, and certain permitted assignees of Reynolds,
203,038 shares of the Company's common stock, par value $10.00 per share
("Common Stock"), representing approximately 71% of the shares of Common Stock
outstanding. The shares currently are held by Citibank under a pledge agreement
as collateral for a bank loan made by Citibank to certain third parties. The
completion of the sale of the shares is contingent upon, among other
requirements, the approval of the acquisition by the appropriate bank regulatory
authorities.
In anticipation of the entry by Citibank and Reynolds into the Stock
Purchase Agreement, the Company and Reynolds entered into an agreement, dated as
of April 20, 1995 (the "Agreement"), pursuant to which Reynolds has agreed that,
if the purchase of the shares of Common Stock from Citibank is completed, he
will within 20 business days thereafter commence a tender offer to purchase, at
a purchase price of $21.00 per share, any or all of the outstanding shares of
Common Stock not purchased from Citibank (the "Tender Offer"). A copy of the
Agreement is attached as Exhibit 5 to a Form 8-A/A (Amendment No. 1) filed by
the Company with the Securities and Exchange Commission on the date hereof and
is hereby incorporated herein by reference.
The Board of Directors of the Company has received from Baxter Fentriss and
Company an opinion that an offer of $21.00 per share of Common Stock is fair,
from a financial point of view, to the stockholders of the Company. On the basis
of this opinion and its own evaluation of the circumstances of the prospective
acquisition by Reynolds and his permitted assignees of a majority interest in
the Company, the Board of Directors has determined that the Tender Offer will
provide adequate protection for, and will serve to maximize the value of the
Company for the benefit of, the remaining stockholders. Accordingly, on April
20, 1995, the day preceding the entry by Citibank and Reynolds into the Stock
Purchase Agreement, the Company and The First National Bank of Maryland, as
Rights Agent, entered into a First Amendment to Rights Agreement, amending the
Rights Agreement, dated as of April 12, 1994, to exclude the execution, delivery
or performance of the Stock Purchase Agreement or the announcement, initiation,
conduct or completion of the Tender Offer as events that would cause the
Company's outstanding Common Stock Purchase Rights to become exercisable,
thereby removing the Rights Agreement as an impediment to the transactions
contemplated by the Stock Purchase Agreement and to the Tender Offer. A copy of
the Company's press release, dated April 21, 1995, is attached hereto as Exhibit
2 and is hereby incorporated by reference.
2
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Item 7. Financial Statements and Exhibits
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Exhibit No. Description
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1. Agreement, dated as of April 20, 1995, between Abigail Adams National
Bancorp, Inc. and Marshall T. Reynolds (incorporated by reference to
Exhibit 5 to the Form 8-A/A (Amendment No. 1) of Abigail Adams National
Bancorp, Inc., filed April 21, 1995).
2. Press Release of Abigail Adams National Bancorp, Inc., dated April 21,
1995.
3
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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: April 21, 1995 By: /s/ Barbara Davis Blum
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Barbara Davis Blum
Chairwoman, President and
Chief Executive Officer
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EXHIBIT INDEX
Page at Which
Exhibit Appears
in Sequentially
Exhibit No. Description Numbered Copy
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2 Press Release of Abigail Adams National Bancorp,
Inc., dated April 21, 1995 6
5
Exhibit 2
ABIGAIL
ADAMS
NATIONAL BANCORP, INC.
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1627 K Street, N.W. Washington D.C. 20006 202/466-4090
For Immediate Release Contact: Susan Hager or
April 21, 1995 Garry R. Curtis
202-842-3600
ABIGAIL ADAMS BANCORP AGREEMENT TO RESOLVE OWNERSHIP:
INVESTORS TO PURCHASE CITIBANK SHARE
(Washington, D.C.) In a significant step to resolve a longstanding issue
concerning the ownership status of Abigail Adams National Bancorp, Inc., holding
company for The Adams National Bank, the Board of Directors today announced that
Citibank N.A., the holder of rights to approximately 71 percent of Adams'
outstanding stock, has entered into an agreement to sell the entire block of
stock to a group of investors led by Marshall T. Reynolds.
In a separate agreement with Adams, the investment group has agreed that,
if the acquisition of the block is consummated, it will make an offer to the
holders of the remaining 29 percent of Adams' stock to purchase their shares for
$21.00 per share. The transaction is subject to the completion of certain
filings by the investment group with the Richmond Federal Reserve Bank and
regulatory approval. It is expected that the regulatory process will take 60 to
90 days. The offer to the other stockholders would occur promptly following
acquisition of the 71 percent block of shares.
"I am pleased with the performance and unique market niche of Adams,"
stated Reynolds, "and our investment group is committed to seeing the mission of
the Bank continue. Equally important," continued Reynolds, "the composition of
our investment group, subject to regulatory approval, will maintain Adams as a
women-owned financial institution. We are also excited about the opportunity to
work with Barbara Davis Blum. She will continue as CEO and the management team
will stay in place."
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Mr. Reynolds, a native of West Virginia, is:
Chairman of Champion Industries, Inc., a publicly-traded printing
and office supply company with divisions in West Virginia, Ohio,
Kentucky, Louisiana and Mississippi.
President and General Manager of Chapman Printing Company, Inc.,
West Virginia's largest printer.
Chairman of the Radisson Hotel Huntington
Chairman of McCorkle Machine & Engineering
Chairman of Kyowa Corrugated Container Co., Inc.
As Chairman of a community bank in Huntington, Reynolds directed an
expansion strategy that led to the creation of West Virginia's largest
commercial banking organization, Key Centurion Bancshares. This financial
holding company had more than 20 community banks, each with a separate board,
name and unique mission. It became one of the state's highest performing
institutions and was acquired by Banc One of Ohio in May 1993. Reynolds served
as Chairman of Banc One's West Virginia holding company until 1994.
In addition, Reynolds has been a leader in his community. His numerous
civic activities have included service as Chairman of United Way of the River
Cities, Inc. and Chairman of the Boys and Girls Clubs of Huntington, Inc. He
frequently speaks to high school students on free enterprise issues.
"The investment group is pleased to have the opportunity to work with
Adams. Our roots are in community banking, and that is clearly Adams' focus,"
noted Jeanne D. Hubbard, a member of the investment group. "This is a good fit."
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"Marshall Reynolds and his investors know banking," said Barbara Davis
Blum, CEO of The Adams National Bank and Abigail Adams National Bancorp, Inc. "I
am excited to have the opportunity to work with them and know that the Bank will
gain from their professional and personal commitments.
"We are also pleased that the sale of the Citibank shares will resolve this
long-standing issue concerning the ownership status of Adams," noted Blum. "For
five years, despite this distraction, we have been aggressive in carrying out
the business of banking -- growing by acquiring failed institutions, adding
significant commercial and consumer services, achieving recognition by the
Comptroller of the Currency with the highest CRA rating and generating record
returns for our shareholders in two of the last three years."
Founded in 1977, The Adams National Bank was the first federally chartered
bank in the United States to be owned and managed by women. "Opening with $3
million in total assets in 1977, the bank has grown to more than $82 million in
total assets today," noted Reynolds. "It is this success and the Bank's mission
that attracted our attention. Our goal is to help accelerate its course."
Adams' mission statement is:
The Adams National Bank, operating in the Washington region, a diverse
area, is committed to achieving excellence as a community financial
institution focused on meeting the needs of women, minorities,
not-for-profit organizations and the business and professional community
through the leadership of its majority female Board of Directors and Senior
Management.
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The Adams National Bank reported net income for the first three months of
1995 of $184,000 as compared to $155,000 for the same period in 1994. Income
before taxes for the first quarter of 1995 increased by approximately $134,000,
or 77 percent, as compared to the same period of 1994. Despite a much higher tax
expense recorded by the Bank in 1995 as compared to the prior year, the Bank's
net income nonetheless increased by almost 19 percent. Total assets at March 31,
1995 were $82 million.
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