<PAGE>
As filed with the Securities and Exchange Commission on October 17, 1997.
Registration No. 333-33589
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
Pre-Effective Amendment No. 2 to
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------------
ABIGAIL ADAMS NATIONAL BANCORP, INC.
(Name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 6712 52-1508198
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code No.) Identification Number)
</TABLE>
1627 K Street, N.W., Washington, D.C. 20006
-------------------------------------------
(Address, and telephone number of registrants principal executive offices)
----------------------------------
Barbara Davis Blum, President and Chief Executive Officer
1627 K Street, N.W., Washington, D.C. 20006; (202) 466-4090
------------------------------------------------------------------
(Name, address and telephone number of agent for service)
----------------------------------
Copies to:
Kathleen L. Cerveny, Esq. Brian D. Alprin, Esq.
Hazel & Thomas, P.C. Laurence S. Lese, Esq.
3110 Fairview Park Drive, Suite 1400 Duane, Morris & Heckscher LLP
Falls Church, VA 22042 1667 K Street, N.W., Suite 700
(703) 641-4200 Washington, D.C. 20006-1608
(202) 776-7800
Approximate date of proposed sale to the public: As soon as practicable
after this registration statement is declared effective, on the effective date
of the Holding Company Merger of Ballston Bancorp, Inc. into a subsidiary of
Abigail Adams National Bancorp, Inc. as described in the Agreement and Plan of
Reorganization, as amended, attached as Appendix A to the Proxy
Statement/Prospectus forming a part of this Registration Statement.
If any of the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Proposed Proposed
Maximum Maximum
Amount to Offering Aggregate Amount of
Titles of Each Class of be Price Offering Registration
Securities to be Registered Registered per Share Price (1) Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 750,000(1) N/A 3,935,321.82 $1,192.52(2)
===================================================================================================
</TABLE>
(Notes Overleaf)
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
(1) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act of 1933, as amended and
computed pursuant to Rule 457(f)(2) by multiplying $4.86, the book value
per share of the capital stock of Ballston Bancorp, Inc. ("Ballston")
computed as of June 30, 1997 by 1,619,474, the maximum number of shares of
capital stock of Ballston outstanding immediately prior to the Holding
Company Merger and, pursuant to Rule 457(f)(3), deducting $3,935,321.82,
the amount of cash to be paid by the Registrant to the stockholders of
Ballston, which represents fifty percent (50%) of the Exchange Price.
(2) Previously paid.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b)(7) of the Delaware General Corporation Law, as amended,
permits Delaware corporations to include in their certificate of incorporation a
provision limiting director's liability for monetary damages for breach of the
duty of care. Section 145 of the Delaware General Corporation Law gives
Delaware corporations the power to indemnify each of the present and former
officers or directors under certain circumstances, if such person acted in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation.
Article FOURTEENTH of AANB's Certificate of Incorporation, as amended,
limits the liability of AANB's directors to AANB or its shareholders for
monetary damages for certain breaches of fiduciary duty arising out of certain
aspects of the director's conduct. Article XI of AANB's By-laws permits
indemnification of officers and directors to the fullest extent permitted by
law.
AANB maintains directors' and officers' liability insurance in the amount
of $5,000,000.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
2.1 Agreement and Plan of Reorganization among Abigail Adams
National Bancorp, Inc., Ballston Bancorp, Inc. and The Bank of
Northern Virginia, (included as Appendix A to Proxy
Statement/Prospectus)
3.1 Certificate of Incorporation of AANB, as amended(1)
3.1.1 Amendment to the Certificate of Incorporation of AANB(2)
3.2 By-laws of AANB, as amended(3)
4.1.1 Rights Agreement dated as of April 12, 1994, between AANB and
The First National Bank of Maryland, as Rights Agent (Right
Certificate attached as Exhibit A to Rights Agreement and
Summary of Rights to Purchase Common Shares attached as
Exhibit B to Rights Agreement)(4)
</TABLE>
II-1
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
4.1.2 First Amendment dated April 20, 1995 between AANB and The First
National Bank of Maryland, as Rights Agent(5)
5.1 Opinion of Hazel & Thomas, P.C.(36)
8.1 Form of Opinion of Duane, Morris & Heckscher LLP regarding tax
matters(36)
8.2 Form of Opinion of Hazel & Thomas, P.C. regarding tax matters
10.1 Non-qualified Stock Option Plan, as amended(6)
10.2 Employee Incentive Stock Option Plan and Agreement(7)
10.3 Directors Stock Option Plan and Agreement(8)
10.4 Non-Qualified Stock Option Agreement(9)
10.5 1996 Employee Incentive Stock Option Plan and Agreement(10)
10.6 1996 Directors Stock Option Plan and Agreement(11)
10.7 Amendment to The Adams National Bank Employee Stock Ownership
Plan with 401(k) Provisions, dated February 18, 1997(12)
10.8 Employment Agreement dated February 20, 1996 between AANB, The
Adams National Bank and Barbara Davis Blum, as amended on
March 29, 1996(13)
10.9 Lease Agreement dated November 1, 1992 between Chase Manhattan
Bank, N.A. as Trustee for Account Number p99904 and The Adams
National Bank(14)
10.10 Lease Agreement dated November 1, 1992 between Chase Manhattan
Bank, N.A. as Trustee for Account Number p99904 and The Adams
National Bank(15)
10.11 Lease Agreement dated April 21, 1988 between Union Station Joint
Venture, Ltd. and The Adams National Bank(16)
10.12 Lease Agreement dated April 21, 1989, as amended on August 1,
1989 between Union Station Joint Venture, Ltd. and The Adams
National Bank(17)
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
10.13 Amendment dated December 20, 1993 to Lease Agreement dated April
21, 1989, as amended on August 1, 1989 between Union Station
Joint Venture, Ltd. and The Adams National Bank (18)
10.14 Lease Agreement dated December 20, 1993 between Union Station
Joint Venture, Ltd., and The Adams National Bank (19)
10.15 Sublease Agreement dated September 1, 1981, as amended September
1, 1984, between 2909 M Associates and The Adams National Bank
(20)
10.16 Lease Agreement dated March 6, 1996 between 1604 17th Street
Limited Partners and The Adams National Bank (21)
10.17 Lease Agreement dated January 8, 1997 between Riverdale
International, Inc. and The Adams National Bank (22)
10.18 Agreement for Information Technology Services between Electronic
Data Systems Corporation and The Adams National Bank (23)
10.19 Special Program Financial Services Agreement dated December 30,
1993 between IBAA Bancard, Inc. and The Adams National Bank (24)
10.20 Deposit Insurance Transfer and Asset Purchase Agreement dated as
of May 1, 1992 by and among the Federal Deposit Insurance
Corporation as Receiver of Metropolitan Bank, N.A., the Federal
Deposit Insurance Corporation and The Adams National Bank (25)
10.21 Asset Pool Proposal Form and the Asset Pool Sale Agreement dated
as of July 6, 1993 by and among the Federal Deposit Insurance
Corporation as Receiver of City National Bank, the Federal
Deposit Insurance Corporation and The Adams National Bank (26)
10.22 Severance Agreement between The Adams National Bank and
Alexander Beltran dated as of April 7, 1994 (27)
</TABLE>
II-3
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
10.23 Severance Agreement between The Adams National Bank and Devin
Blum dated as of April 7, 1994 (28)
10.24 Severance Agreement between The Adams National Bank and Thomas
O. Griel dated as of April 7, 1994 (29)
10.25 Severance Agreement between The Adams National Bank and Joyce R.
Hertz dated as of April 7, 1994 (30)
10.26 Severance Agreement between The Adams National Bank and Kimberly
J. Levine dated as of April 7, 1994 (31)
10.27 Severance Agreement between The Adams National Bank and Melrose
Nathan dated as of April 7, 1994 (32)
10.28 Severance Agreement between The Adams National Bank and Bijan
Partovi dated as of April 7, 1994 (33)
10.29 Agreement, dated April 20, 1995 between AANB and Marshall T.
Reynolds (34)
10.30 Employment Agreement between The Adams National Bank and Kate
Walsh Carr dated as of January 21, 1997. (35)
20.1 Form of Ballston Proxy Card (36)
20.2 Form of AANB Proxy Card (36)
20.3 Form of Ballston Election (36)
21 Subsidiaries of the Registrant (36)
23.1 Consent of Arthur Andersen LLP (36)
23.2 Consent of KPMG Peat Marwick LLP (36)
23.3 Consent of Stoy, Malone and Company, P.C. (36)
23.4 Consent of Baxter Fentriss and Company (36)
23.5 Consent of Danielson Associates, Inc. (36)
23.6 Consent of Hazel & Thomas, P.C.
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
23.7 Consent of Duane, Morris & Heckscher LLP
</TABLE>
- --------------------------------------
(1) Incorporated by reference to Exhibit 3 of AANB's Annual Report on Form
10-K for the fiscal year ended December 31, 1987.
(2) Incorporated by reference to Exhibit 3.2 of Amendment No. 2 to AANB's
Form SB-2 filed July 9, 1996.
(3) Incorporated by reference to Exhibit 3 of AANB's Annual Report on Form
10-K for the fiscal year ended December 31, 1987.
(4) Incorporated by reference to Exhibits 1-3 of AANB's Registration
Statement on Form 8-A dated April 12, 1994.
(5) Incorporated by reference to Exhibit 4 to AANB's Registration Statement
on Form 8-A/A dated April 21, 1995.
(6) Incorporated by reference to Exhibit 10(b) of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1987 and Exhibit 10(I) of
AANB's Annual Report on Form 10-K for fiscal year ended December 31, 1989.
(7) Incorporated by reference to Exhibit 10.2.2 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.
(8) Incorporated by reference to Exhibit 10.2.3 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.
(9) Incorporated by reference to Exhibit 10.2.4 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.
(10) Incorporated by reference to Exhibit 10.5 of AANB's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.
(11) Incorporated by reference to Exhibit 10.6 of AANB's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.
(12) Incorporated by reference to Exhibit 10.7 of AANB's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.
(13) Incorporated by reference to Exhibit 10.3 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.
(14) Incorporated by reference to Exhibit 10(d) of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.
(15) Incorporated by reference to Exhibit 10(e) of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.
(16) Incorporated by reference to Exhibit 10(f) of AANB's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1988.
II-5
<PAGE>
(17) Incorporated by reference to Exhibit 10(g) of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1989.
(18) Incorporated by reference to Exhibit 10.7.2 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993.
(19) Incorporated by reference to Exhibit 10.8 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1993.
(20) Incorporated by reference to Exhibit 10.9 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
(21) Incorporated by reference to Exhibit 10.10 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1995.
(22) Incorporated by reference to Exhibit 10.17 of AANB's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.
(23) Incorporated by reference to Exhibit 10(j) of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1992.
(24) Incorporated by reference to Exhibit 10.11 of AANB's Annual Report on
Form 10-K for the fiscal year ended December 31, 1994.
(25) Incorporated by reference to Exhibit 10 of AANB's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1992.
(26) Incorporated by reference to Exhibit 10 of AANB's Quarterly Report on
Form 10-Q for the quarter ended June 30, 1993.
(27) Incorporated by reference to Exhibit 10.1 of AANB's Current Report on
Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(28) Incorporated by reference to Exhibit 10.2 of AANB's Current Report on
Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(29) Incorporated by reference to Exhibit 10.3 of AANB's Current Report on
Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(30) Incorporated by reference to Exhibit 10.4 of AANB's Current Report on
Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(31) Incorporated by reference to Exhibit 10.5 of AANB's Current Report on
Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(32) Incorporated by reference to Exhibit 10.6 of AANB's Current Report on
Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(33) Incorporated by reference to Exhibit 10.7 of AANB's Current Report on
Form 8-K dated April 27, 1994 (earliest event reported April 7, 1994).
(34) Incorporated by reference to Exhibit 5 of AANB's Registration Statement
on Form 8-A/A, dated April 21, 1995.
(35) Incorporated by reference to Exhibit 10.30 of AANB's Annual Report on
Form 10-KSB for the fiscal year ended December 31, 1996.
(36) Previously filed.
(b) Financial Statement Schedules
Not applicable.
II-6
<PAGE>
ITEM 22. UNDERTAKINGS
The Registrant will:
(a) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of
the Securities Act;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the formation
in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement; and
(iii) Include any additional or changed material information on
the plan of distribution.
(b) For determining liability under the Securities Act, treat each post-
effective amendment as a new registration statement of the securities offered,
and the offering of the securities at that time to be the initial bona fide
offering.
(c) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(d) Respond to requests for information that is incorporated by reference
into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this Form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.
(e) Supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.
(f) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the foregoing provisions, or otherwise,
the small business issuer has been advised that in the opinion of the
Securities and Exchange COmmission such indemnification against public policy as
expressed in the Act and is, therefore, unenforceable.
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Pre-Effective Amendment No. 2 to registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized at the District of
Columbia, this October 16, 1997.
ABIGAIL ADAMS NATIONAL BANCORP, INC.
------------------------------------
Registrant
By: /s/ Barbara Davis Blum
----------------------------
Barbara Davis Blum
Chairwoman of the Board,
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Pre-Effective
Amendment No. 2 to registration statement has been signed by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Barbara Davis Blum Chairwoman of the Board, President October 16, 1997
- ------------------------ and Chief Executive Officer
Barbara Davis Blum (Principal Executive Officer)
* Director October 16, 1997
- ------------------------
Shireen Dodson
* Director October 16, 1997
- ------------------------
Susan Hager
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
* Director October 16, 1997
- ------------------------
Jeanne Hubbard
* Director October 16, 1997
- ------------------------
Clarence L. James, Jr.
* Director October 16, 1997
- ------------------------
Steve Protulis
* Director October 16, 1997
- ------------------------
Marshall T. Reynolds
* Director October 16, 1997
- ------------------------
Robert L. Shell, Jr.
* Director October 16, 1997
- ------------------------
Dana Stebbins
* Director October 16, 1997
- ------------------------
Susan J. Williams
/s/ Kimberly J. Levine (Senior Vice President, October 16, 1997
- ------------------------ Treasurer and Chief Financial
Kimberly J. Levine Officer (Principal Financial
and Accounting Officer)
</TABLE>
* By: /s/ Kimberly J. Levine
------------------------
Kimberly J. Levine
Attorney-in-Fact
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit Page
Number Exhibit Number
- ------- ------- ------
<S> <C> <C>
8.2 Form of opinion of Hazel, & Thomas, P.C.,
as to certain tax matters.
23.6 Consent of Hazel & Thomas, P.C.
23.7 Consent of Duane Morris & Heckscher LLP.
</TABLE>
<PAGE>
Exhibit 8.2
[An opinion substantially in the form below will be delivered at closing of
the Holding Company Merger, assuming no material change in the facts or law
upon which such opinion is based.]
November __, 1997
Board of Directors
Abigail Adams National Bancorp, Inc.
1627 K Street, N.W.
Washington, D.C. 20006
Merger of Ballston Bancorp, Inc.
Into Adams Acquisition Corporation, a Wholly Owned
Subsidiary of Abigail Adams National Bancorp, Inc.,
and
Merger of The Bank of Northern Virginia, a Wholly Owned
Subsidiary of Ballston Bancorp, Inc. into
The Adams National Bank
Certain Federal Income Tax Consequences
Ladies and Gentlemen:
We have acted as counsel to Abigail Adams National Bancorp, Inc. ("AANB")
in connection with the proposed merger of Ballston Bancorp. Inc. ("Ballston"), a
Delaware corporation, into Adams Acquisition Corporation ("Subsidiary") a
Delaware corporation wholly owned by AANB (the "Holding Company Merger"),
pursuant to that certain Agreement and Plan of Reorganization dated as of June
23, 1997, as amended (the "Reorganization Agreement"), among AANB, Ballston and
The Bank of Northern Virginia, a Virginia banking corporation ("NV Bank"), and
the proposed merger (the "Subsidiary Merger") of NV Bank into The Adams National
Bank, a national bank indirectly owned by AANB ("Adams Bank"). (The Holding
Company Merger and the Subsidiary Merger are hereinafter referred to together as
the "Mergers" and individually as a "Merger"). Except as otherwise provided
herein, all terms used herein which are defined in the Reorganization Agreement
are used herein as so defined.
1
<PAGE>
The Holding Company Merger
The only outstanding class of stock of Ballston is common stock. In the
Holding Company Merger, each outstanding share of Ballston common stock is to be
converted into cash and/or shares of AANB common stock in accordance with the
terms of exchange set forth in the Reorganization Agreement and the Plan of
Merger appended as an Exhibit thereto, subject to adjustment to reflect any
stock split or similar event. Any Ballston shareholder who becomes entitled to
a fractional share of AANB common stock as a result of the Holding Company
Merger, after aggregating all the shareholder's shares of Ballston common stock,
will receive cash from AANB in lieu of the fractional share. Ballston
shareholders are entitled to exercise dissenter's rights with respect to the
Holding Company Merger.
The Subsidiary Merger
The Subsidiary Merger is proposed to occur immediately following the
Holding Company Merger. The only outstanding class of stock of NV Bank is
common stock. In the Subsidiary Merger, each outstanding share of NV Bank
common stock is to be canceled.
You have requested our opinion concerning certain federal income tax
consequences of the Mergers. In giving this opinion, we have reviewed the
Reorganization Agreement, the Plan of Merger relating to the Holding Company
Merger (the "Holding Company Plan of Merger"); the form S-4 Registration
Statement under the Securities Act of 1933 relating to the Holding Company
Merger, as amended (the "S-4"), the Agreement and Plan of Merger relating to the
Subsidiary Merger (the "Subsidiary Plan of Merger") and such other documents as
we have considered necessary. In addition, we have assumed the following:
1. The fair market value of the AANB common stock (including any
fractional share interest) and/or the amount of cash received by a Ballston
shareholder in exchange for Ballston common stock will be approximately equal to
the fair market value of the Ballston common stock surrendered in the exchange.
2. None of the compensation received by any shareholder-employee of
Ballston will be separate consideration for, or allocable to, any shares of
Ballston common stock; none of the shares of AANB common stock received by any
such shareholder-employee in the Holding Company Merger will be separate
consideration for, or allocable to, any employment agreement; and the
compensation paid to any shareholder-employee will be for services actually
rendered and will be commensurate with amounts paid to third parties bargaining
at arm's length for similar services.
3. No share of Ballston common stock has been or will be redeemed in
anticipation of the Holding Company Merger, and Ballston has not made and will
not make any extraordinary distribution with respect to its stock in
anticipation of the Holding Company Merger.
4. AANB has no plan or intention to reacquire any of its stock issued in
the Merger or to make any extraordinary distribution with respect to such stock.
2
<PAGE>
5. There is, and on the effective date of the Mergers (the "Effective
Date") will be, no plan or intention by shareholders of Ballston to sell,
exchange, or otherwise dispose of a number of shares of AANB common stock
received in the Holding Company Merger that would reduce the Ballston
shareholders' ownership of AANB common stock to a number of shares having a fair
market value, as of the Effective Date, of less than 50 percent of the fair
market value of all the formerly outstanding Ballston common stock as of the
Effective Date. For this purpose, shares of Ballston common stock exchanged for
cash in lieu of fractional shares of AANB common stock are treated as
outstanding Ballston common stock on the Effective Date. Moreover, shares of
Ballston common stock and shares of AANB common stock held by Ballston
shareholders and otherwise sold, redeemed, or disposed of before or after the
Holding Company Merger are considered in making the above determination.
6. Following the Holding Company Merger, AANB will continue the historic
business of Ballston or use a significant portion of Ballston' historic business
assets in a business.
7. Following the Subsidiary Merger, Adams Bank will continue the historic
business of NV Bank or use a significant portion of NV Bank's historic business
assets in a business.
8. The liabilities of Ballston and the liabilities, if any, to which the
assets of Ballston are subject were incurred and, as of the Effective Date, will
have been incurred by Ballston in the ordinary course of business, except to the
extent of expenses incurred in the Mergers.
9. The liabilities of NV Bank and the liabilities, if any, to which the
assets of NV Bank are subject were incurred and, as of the Effective Date, will
have been incurred by NV Bank in the ordinary course of business, except to the
extent of expenses incurred in the Mergers.
10. Neither AANB nor any subsidiary of AANB (a) owns beneficially any
Ballston common stock or will acquire any Ballston common stock in anticipation
of the Mergers, (b) has transferred or will transfer cash or other property to
Ballston or any subsidiary of Ballston in anticipation of the Mergers, or (c)
has made or will make any loan to Ballston or any subsidiary of Ballston in
anticipation of the Mergers.
11. On the Effective Date, the fair market value of the assets of Ballston
will exceed the sum of Ballston's liabilities plus the amount of liabilities, if
any, to which its assets are subject.
12. On the Effective Date, the fair market value of the assets of NV Bank
will exceed the sum of NV Bank's liabilities plus the amount of liabilities, if
any, to which its assets are subject.
13. AANB has no plan or intention to sell or otherwise dispose of any of
the assets of Ballston, except for dispositions made in the ordinary course of
business.
14. Subsidiary has no plan or intention to sell or otherwise dispose of
any of the assets of NV Bank, except for dispositions made in the ordinary
course of business.
3
<PAGE>
15. AANB, Subsidiary, Adams Bank, Ballston, NV Bank and the shareholders
of Ballston will pay their respective expenses, if any, incurred in connection
with the Mergers.
16. For each of AANB and Ballston, not more than 25 percent of the fair
market value of its total assets, excluding cash, cash items (including accounts
receivable and cash equivalents), and United States government securities,
consists (and, immediately before the Holding Company Merger, will consist) of
stock and securities of any one issuer, and not more than 50 percent of the fair
market value of such total assets consists (and, immediately before the Holding
Company Merger will consist) of stock and securities of five or fewer issuers.
For purposes of the preceding sentence, (a) a corporation's total assets exclude
stock and securities issued by any subsidiary at least 50 percent of the voting
power or 50 percent of the total fair market value of the stock of which is
owned by the corporation, but the corporation is treated as owning directly a
ratable share (based on the percentage of the fair market value of the
subsidiary's stock owned by the corporation) of the assets owned by any such
subsidiary, and (b) all corporations that are members of the same "controlled
group" within the meaning of section 1563(a) of the Internal Revenue Code (the
"Code") are treated as a single issuer.
17. Ballston has not filed, and does not and will not hold any asset
subject to, a consent pursuant to section 341(f) of the Code and regulations
thereunder.
18. Neither Ballston nor NV Bank is a party to or holds any asset subject
to a "safe harbor lease" under former section 168(f)(8) of the Code and
regulations thereunder.
19. Subsidiary has not engaged and will not engage in any business or
other activity, and has not held and will not hold any assets, except as
necessary to effect the Mergers.
On the basis of the foregoing, and assuming that the Holding Company Merger
will be consummated in accordance with the Holding Company Plan of Merger and
that the Subsidiary Merger will be consummated in accordance with the Subsidiary
Plan of Merger, we are of the opinion that (under existing law) for federal
income tax purposes:
1. The Holding Company Merger and the Subsidiary Merger each will be
treated as a single transaction qualifying as a reorganization within the
meaning of section 368(a)(1) (A) of the Code.
2. Ballston will not recognize gain or loss (a) on the transfer of its
assets to AANB in exchange for AANB common stock and the assumption by AANB of
Ballston's liabilities or (b) on the constructive distribution of AANB common
stock to Ballston shareholders.
3. NV Bank will not recognize gain or loss on the transfer of its assets
to Adams Bank and the assumption by Adams Bank of NV Bank liabilities.
4. Neither AANB nor Subsidiary will recognize gain or loss on the
acquisition of Ballston's assets in exchange for AANB common stock and the
assumption of Ballston's liabilities.
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5. Adams Bank will not recognize gain or loss on the acquisition of NV
Bank's assets and the assumption of NV Bank's liabilities.
We are also of the opinion that the material federal income tax
consequences of the Holding Company Merger to AANB, Subsidiary and Ballston are
fairly summarized in the S-4 under the heading "Proposed Merger of Ballston and
Subsidiary--Certain Material Federal Income Tax Consequences."
Very truly yours,
HAZEL & THOMAS, P.C.
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Exhibit 23.6
CONSENT OF HAZEL & THOMAS, P.C.
We hereby consent to the filing of our opinion as an exhibit to the Abigail
Adams National Bancorp, Inc. Registration Statement on Form S-4, as amended, and
to the reference to our firm under the captions "Proposed Merger of Ballston and
Subsidiary--Certain Material Federal Income Tax Consequences," and "Legal
Matters" in the Proxy Statement/Prospectus that forms a part of the Registration
Statement.
HAZEL & THOMAS, P.C.
October 17, 1997
<PAGE>
Exhibit 23.7
CONSENT OF DUANE, MORRIS & HECKSCHER LLP.
We hereby consent to the filing of our opinion as an exhibit to the Abigail
Adams National Bancorp, Inc. Registration Statement on Form S-4, as amended, and
to the reference to our firm under the captions "Summary--Certain Material
Federal Income Tax Consequences," "Proposed Merger of Ballston and Subsidiary--
Certain Material Federal Income Tax Consequences," and "Legal Matters" in the
Proxy Statement/Prospectus that forms a part of the Registration Statement.
DUANE, MORRIS & HECKSCHER LLP.
October 17, 1997
