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):
December 31, 1997
ABIGAIL ADAMS NATIONAL BANCORP, INC.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-10971 52-1508198
-------- ------- --------
(State or other jurisdiction (Commission File (IRS Employer of
of incorporation Number) Identification No.)
1627 K Street, Washington, DC 20006
------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (202) 466-4090
<PAGE>
Item 5. Other Events
------------
A Special Meeting of Stockholders (the "Special Meeting") of Abigail
Adams National Bancorp, Inc. ("AANB") was held on December 31, 1997. The purpose
of the meeting was to consider and vote upon a proposal to ratify the AANB Board
of Directors' approval and adoption of the Agreement and Plan of Reorganization,
dated as of June 23, 1997 as amended, by and among AANB, Ballston Bancorp, Inc.
and The Bank of Northern Virginia (the "Ballston Agreement") and the merger
provided for therein, and approve the issuance of a number of shares, subject to
adjustment,of the common stock of AANB, par value $0.01 per share, to holders of
the common stock, par value $0.20 per share of Ballston sufficient to complete
AANB's proposed acquisition of Ballston through the merger of Ballston with and
into Adams Acquisition Corporation, a to-be- formed wholly-owned subsidiary of
AANB (the "Ballston Transaction"). At the Special Meeting, a vote of the
stockholders was taken and the Ballston Transaction was not approved. As a
result, the Ballston Agreement will terminate in accordance with its terms.
In connection with the Special Meeting and the Ballston Transaction, on
December 12, 1997, AANB filed a lawsuit in the United States District Court for
the District of Columbia against three directors of AANB, Marshall T. Reynolds,
Jeanne Hubbard, and Robert L. Shell, Jr. and certain other individuals (the
"Defendants") entitled Abigail Adams National Bancorp, Inc. v. Marshall T.
Reynolds, et al., 1:97CV02974 (the "Lawsuit"). The Lawsuit alleges that the
Defendants have violated Sections 13(d) and 14(a) of the Securities Exchange
Act, have tortiously interfered with the Ballston Agreement and that certain
defendants have breached fiduciary duties owed to AANB. AANB plans to continue
to seek damages under the Lawsuit.
A copy of a press release issued by AANB on December 31, 1997 in regard
to the Special Meeting is attached as Exhibit 1.
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: January 5, 1998 By: /s/ Barbara Davis Blum
----------------------
Barbara Davis Blum
Chairwoman, President and
Chief Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release of Abigail Adams National Bancorp,
Inc., dated December 31, 1997
FOR IMMEDIATE RELEASE Contact: Ellen Yui
(202) 393-5247
ABIGAIL ADAMS NATIONAL BANCORP, INC. ANNOUNCES RESULTS OF
MEETING REGARDING BALLSTON BANCORP, INC.
WASHINGTON -- December 31, 1997 -- Abigail Adams National Bancorp, Inc.
(Nasdaq:AANB), announced that the vote taken at its special meeting of
stockholders held today to vote on the acquisition of Ballston Bancorp, Inc. did
not approve the transaction.
Abigail Adams National Bancorp, Inc. has filed a complaint in the U.S.
District Court for the District of Columbia alleging that it was the subject of
an illegal proxy solicitation campaign conducted in regard to the special
meeting. Abigail Adams National Bancorp, Inc. plans to continue to pursue its
claims for damages in that litigation.
Any questions should be directed to Tom Vartanian of Fried, Frank, Harris,
Shriver and Jacobson at (202) 639-7200.
###
