SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Abigail Adams National Bancorp. Inc.
------------------------------------
(Name of Issuer)
Common Stock
------------
(Title of Class of Securities)
003390101
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(CUSIP Number)
Thomas J. Murray, Esq.
Huddleston, Bolen, Beatty, Porter & Copen
P.O. Box 2185
611 Third Avenue
Huntington, WV 25722
(304) 529-6181
--------------
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
March 5, 1996
-------------------
(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 11
Pages.
<PAGE>
Reporting Persons Marshall T. Reynolds, Shirley A. Reynolds, Robert L.
Shell, Jr., Robert H. Beymer and Barbara W. Beymer file this Amendment No. 2 to
initial Form 13D filed on May 1, 1995, as amended by (a) Amendment No. 1 to Form
13D filed July 24, 1995; (b) Schedule 14D-1 filed by Marshall T. Reynolds on
August 16, 1995; and (c) Amendment No. 1 to Schedule 14D-1 filed by Marshall T.
Reynolds on September 15, 1995.
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
Shares
Beneficially 8. Shared Voting Power: 75,155
Owned by
Each 9. Sole Dispositive Power: 0
Reporting
Person With 10. Shared Dispositive Power: 75,155
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 75,155
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. |_|
13. Percent of Class Represented by Amount in Row 11: 26.4%
14. Type of Reporting Person: IN
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: 40,000
Shares
Beneficially 8. Shared Voting Power: 75,155
Owned by
Each 9. Sole Dispositive Power: 40,000
Reporting
Person With 10. Shared Dispositive Power: 75,155
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 115,155
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. |_|
13. Percent of Class Represented by Amount in Row 11: 40.4%
14. Type of Reporting Person: IN
ii
<PAGE>
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
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each 9. Sole Dispositive Power: 0
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: -0-
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. |_|
13. Percent of Class Represented by Amount in Row 11: 0%
14. Type of Reporting Person: IN
iii
<PAGE>
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: 27,000
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each 9. Sole Dispositive Power: 27,000
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 27,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. |_|
13. Percent of Class Represented by Amount in Row 11: 9.5%
14. Type of Reporting Person: IN
iv
<PAGE>
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: 22,000
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each 9. Sole Dispositive Power: 22,000
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 22,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. |_|
13. Percent of Class Represented by Amount in Row 11: 7.7%
14. Type of Reporting Person: IN
v
<PAGE>
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
Shares
Beneficially 8. Shared Voting Power: 7,000
Owned by
Each 9. Sole Dispositive Power: 0
Reporting
Person With 10. Shared Dispositive Power: 7,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. |_|
13. Percent of Class Represented by Amount in Row 11: 2.5%
14. Type of Reporting Person: IN
vi
<PAGE>
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: 20,000
Shares
Beneficially 8. Shared Voting Power: 7,000
Owned by
Each 9. Sole Dispositive Power: 20,000
Reporting
Person With 10. Shared Dispositive Power: 7,000
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 7,000
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. |_|
13. Percent of Class Represented by Amount in Row 11: 9.5%
14. Type of Reporting Person: IN
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: 1,500
Shares
Beneficially 8. Shared Voting Power: 0
Owned by
Each 9. Sole Dispositive Power: 1,500
Reporting
Person With 10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,500
12. Check Box if the Aggregate Amount in Row (11) Excludes
Certain Shares. |_|
13. Percent of Class Represented by Amount in Row 11: .05%
14. Type of Reporting Person: IN
viii
<PAGE>
This Amendment No. 2 to the Schedule 13D filed by Reporting Persons on May
1, 1995 is filed with regard to 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, DC 20006.
Item 5 of the Schedule 13D filed by Reporting Persons on May 1, 1995, as
amended by (a) Amendment No. 1 to Form 13D filed July 24, 1995; (b) Schedule
14D-1 filed by Marshall T. Reynolds on August 16, 1995; and (c) Amendment No. 1
to Schedule 14D-1 filed by Marshall T. Reynolds on September 15, 1995, is
amended and restated to read in its entirety as follows:
Item 5. Interest in Securities of the Issuer.
- ------- ---------------------------------------
(a) The aggregate number of shares of Bancorp Common Stock owned by
Reporting Persons, as a result of dispositions described in subsection (c)
of this Item 5, is 192,655 shares, representing 67.6% of the outstanding
shares of Bancorp Common Stock as reported in Bancorp's 10-QSB for the
quarter ended September 30, 1995.
(b) The dispositions described in subsection (c) of this Item 5 have
resulted in the following beneficial ownership by number of shares:
Sole Voting/ Shared Voting/
Dispositive Power Dispositive Power
----------------- -----------------
Marshall T. Reynolds -0-(1) 75,155(2)(3)
Shirley A. Reynolds 40,000 75,155(2)(3)
Robert L. Shell, Jr. 22,000(1)(4) -0-
Robert H. Beymer -0- -0-
Barbara W. Beymer 27,000 -0-
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 of Schedule 13D, 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 20,000 and reducing Mr. Shell's beneficial ownership to
-0-.
(2) Shares held jointly between spouses.
(3) Includes 10,000 shares held by dependent child.
1
<PAGE>
(4) Includes 2,000 shares held by spouse.
(c) Except as otherwise described in this Schedule 13D, as amended,
none of the Reporting Persons beneficially own any shares of Bancorp Common
Stock. Other than as described below, no transactions in Bancorp Common
Stock were effected during the past 60 days by the Reporting Persons.
On March 5, 1996, Marshall T. Reynolds and Shirley A.Reynolds,
from the 85,155 Shares held by them as joint tenants with right
of survivorship:
(a) Transferred by gift 10,000 Shares to Douglas V.
Reynolds, their son. These shares continue to be reflected as
beneficially owned by them in subsection (b) of this Item 5.
(b) Sold, for the cash price of $17.00 per share, 10,000
Shares to Jo Ann Scaggs.
On March 5, 1996, Robert L. Shell, Jr.:
(a) Sold, for the cash price of $17.00 per share, 3,000
Shares to Philip Todd Shell, his son, and 2,000 Shares to
Kimberley Meade Shell, his daughter-in-law.
(b) Transferred by gift 2,000 Shares to Lena Ji, his wife.
These shares continue to be reflected as beneficially owned by
Robert L. Shell, Jr. in subsection (b) of this Item 5.
On January 24, 1996, Robert H. Beymer transferred to Barbara W.
Beymer all his right, title and interest in the 7,000 Shares they
held as joint tenants with right of survivorship.
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.
Dated: March 5, 1996
/s/ Marshall T. Reynolds /s/ Barbara W. Beymer
- ------------------------------ ------------------------------
MARSHALL T. REYNOLDS BARBARA W. BEYMER
/s/ Shirley A. Reynolds /s/ Robert L. Shell, Jr.
- ------------------------------ ------------------------------
SHIRLEY A. REYNOLDS ROBERT L. SHELL, JR.
/s/ Robert H. Beymer
- ------------------------------
ROBERT H. BEYMER
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