SCHEDULE 14-A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant []
Check the appropriate box:
[x] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Abigail Adams National Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
Alan Schick, Luse Lehman Gorman Pomerenk & Schick, PC
(Name of Person(s) Filling Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules
14a-6(i)(1) 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:
...........................................................
4) Proposed maximum aggregate value of transaction:
.............................................................
5) Total fee paid:
...........................................................
[ ] Fee previously paid:
[ ] 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
September 21, 1998
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of
Stockholders of Abigail Adams National Bancorp, Inc. (the
"Company"). The Annual Meeting will be held at The Adams
National Bank, 1627 K Street, N.W., Washington, D.C. 20006 at
3:00 p.m., (local time) on October 20, 1998.
The enclosed Notice of Annual Meeting and Proxy Statement
describe the formal business to be transacted.
The Annual Meeting is being held so that stockholders will be
given an opportunity to elect the Board of Directors of the
Company and to ratify the appointment of Arthur Andersen LLP as
auditors for the Company's 1998 fiscal year.
The Board of Directors of the Company has determined that the
matters to be considered at the Annual Meeting are in the best
interest of the Company and its stockholders. For the reasons
set forth in the proxy statement, the Board of Directors
unanimously recommends a vote "FOR" each matter to be considered.
On behalf of the Board of Directors, we urge you to sign, date
and return the enclosed proxy card as soon as possible even if
you currently plan to attend the Annual Meeting. Your vote is
important, regardless of the number of shares that you own.
Voting by proxy will not prevent you from voting in person, but
will assure that your vote is counted if you are unable to attend
the meeting.
Sincerely,
/s/Jeanne D. Hubbard
__________________
Jeanne D. Hubbard
Chairwoman of the Board
President and Chief Executive Officer
<PAGE>
Abigail Adams National Bancorp, Inc.
1627 K Street, N.W.
Washington, D.C. 20006
(202) 466-4090
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On October 20, 1998
Notice is hereby given that the Annual Meeting of Abigail
Adams National Bancorp, Inc. (the "Company") will be held at The
Adams National Bank, 1627 K Street, N.W., Washington, D.C. on
October 20, 1998 at 3:00 p.m., local time.
A Proxy Card and a Proxy Statement for the Annual Meeting
are enclosed.
The Annual Meeting is for the purpose of considering and
acting upon:
1. The election of Directors to the Board of Directors
of the Company;
2. The ratification of the appointment of Arthur
Andersen LLP as auditors for the Company for the
fiscal year ended December 31, 1998; and
such other matters as may properly come before the Annual
Meeting, or any adjournments thereof. The Board of Directors is
not aware of any other business to come before the Annual
Meeting.
Any action may be taken on the foregoing proposals at the
Annual Meeting on the date specified above, or on any date or
dates to which by original or later adjournment the Annual
Meeting may be adjourned. Stockholders of record at the close of
business on September 14, 1998 are the stockholders entitled to
vote at the Annual Meeting, and any adjournments thereof.
EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE
ANNUAL MEETING, IS REQUESTED TO SIGN, DATE AND RETURN THE
ENCLOSED PROXY CARD WITHOUT DELAY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED AT
ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY
FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR
A DULY EXECUTED PROXY BEARING A LATER DATE. ANY STOCKHOLDER
PRESENT AT THE ANNUAL MEETING MAY REVOKE HIS OR HER PROXY AND
VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL MEETING.
HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED
IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM
YOUR RECORD HOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL
MEETING.
By Order of the Board of Directors
/s/Brenda S. Johnson
________________
Brenda S. Johnson
Secretary
Washington, D.C.
September 21, 1998
_________________________________________________________________
IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED
STATES.
_________________________________________________________________
<PAGE>
PROXY STATEMENT
of
ABIGAIL ADAMS NATIONAL BANCORP, INC.
1627 K Street, N.W.
Washington, D.C. 20006
(202) 466-4090
_________________________________________________________________
ANNUAL MEETING OF STOCKHOLDERS
October 20, 1998
_________________________________________________________________
This Proxy Statement is furnished in connection with the
solicitation of proxies on behalf of the Board of Directors of
Abigail Adams National Bancorp, Inc. (the "Company") to be used
at the Annual Meeting of Stockholders of the Company (the
"Meeting"), which will be held at The Adams National Bank, 1627 K
Street, N.W., Washington, D.C. on October 20, 1998 at 3:00 p.m.,
local time, and all adjournments thereof. The accompanying
Notice of Annual Meeting of Stockholders and this Proxy Statement
are first being mailed to stockholders on or about September 21,
1998.
_________________________________________________________________
REVOCATION OF PROXIES
_________________________________________________________________
Stockholders who execute proxies in the form solicited hereby
retain the right to revoke them in the manner described below.
Unless so revoked, the shares represented by such proxies will be
voted at the Meeting and all adjournments thereof. Proxies
solicited on behalf of the Board of Directors of the Company will
be voted in accordance with the directions given thereon. Where
no instructions are indicated, proxies will be voted "FOR" the
proposals set forth in this Proxy Statement for consideration at
the Meeting.
Proxies may be revoked by sending written notice of
revocation to the Secretary of the Company, Brenda S. Johnson, at
the address of the Company shown above. The presence at the
Meeting of any stockholder who had given a proxy shall not revoke
such proxy unless the stockholder delivers his or her ballot in
person at the Meeting or delivers a written revocation to the
Secretary of the Company prior to the voting of such proxy.
_________________________________________________________________
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
_________________________________________________________________
Holders of record of the Company's common stock, par value
$.01 per share (the "Common Stock"), as of the close of business
on September 14, 1998 (the "Record Date") are entitled to one
vote for each share then held. As of the Record Date, the
Company had 1,668,219 shares of Common Stock issued and
outstanding. The presence in person or by proxy of a majority of
the outstanding shares of Common Stock entitled to vote is
necessary to constitute a quorum at the Meeting.
Persons and groups who beneficially own in excess of five
percent of the Common Stock are required to file certain reports
with the Securities and Exchange Commission ("SEC") regarding
such ownership pursuant to the Securities Exchange Act of 1934
(the "Exchange Act"). The following table sets forth, as of the
Record Date, the shares of Common Stock beneficially owned by
named executive officers individually, by executive officers and
directors as a group and by each person who was the beneficial
owner of more than five percent of the Company's outstanding
shares of Common Stock on the Record Date.
<PAGE>
<TABLE>
<CAPTION>
Amount of Shares
Owned and Nature Percent of Shares
Name and Address of of Beneficial of Common Stock
Beneficial Owner Ownership Outstanding
___________________ _________________ _______________
<S> <C> <C>
Shirley A. Reynolds 345,556 (1)(2) 20.9%
1130 13th Avenue
Huntington, WV 25701
Barbara W. Beymer 39,000 (1) 2.4%
214 North Boulevard West
Huntington, WV 25701
Deborah P. Wright 81,000 (3) 4.9%
1517 North Boulevard West
Flatwoods, KY 41139
Thomas W. Wright 21,000 (1),(3) 1.3%
1517 North Boulevard West
Flatwoods, KY 41139
Kathleen Walsh Carr 1,500 (4) *
George Cook 500 *
Jeanne D. Hubbard 4,856 (1)(5)(9) *
Marshall T. Reynolds 225,820 (1)(2)(6)(9) 13.7%
Robert L. Shell, Jr. 66,356 (1)(5)(7)(8)(9) 4.0%
Marianne Steiner 600 *
Joseph L. Williams 200 *
Bonita A. Wilson 200 *
All directors and executive
officers as a group (11) persons 300,032 (12) 17.9%
______________________
*Less than 1%
(1) Based upon Amendment No. 4 to Schedule 13D dated March 11,
1998, Marshall T. Reynolds, Shirley A. Reynolds, Robert L.
Shell, Jr., Robert H. Breymer, Thomas W. Wright, Deborah P.
Wright and Jeanne D. Hubbard
(2) Marshall T. Reynolds and Shirley A. Reynolds share voting
and dispositive power with respect to 195,495 shares
owned jointly. An additional 30,000 shares are held by a
dependent child.
(3) Thomas W. Wright and Deborah P. Wright share voting and
dispositive power with respect to 21,000 shares owned
jointly.
(4) Includes options to acquire 1,000 shares of Common Stock.
(5) Includes options to purchase 92 shares granted to Ms.
Hubbard and Mr. Shell under the Directors Stock Option Plan.
See "Executive Compensation Directors Stock Option Plan."
(6) Includes options to purchase 61 shares granted to Mr.
Reynolds under the Directors Stock Option Plan. See
"Executive Compensation Directors Stock Option Plan."
(7) Mr. Shell's shares include 6,000 shares transferred by gift
to his wife.
(8) Robert L. Shell, Jr. shares voting and dispositive power
with respect to 20,000 shares owned jointly with his wife,
Lena Ji Shell.
(9) Includes options to purchase 264 shares granted to each
director under the 1996 Directors Stock Option Plan.
</TABLE>
<PAGE>
_________________________________________________________________
PROPOSAL I ELECTION OF DIRECTORS
_________________________________________________________________
The Company's Board of Directors is currently composed of
seven members. The Company's bylaws provide that all Directors
are elected annually. The Board has determined to increase its
size in order to elect Kathleen Walsh Carr as a director.
The table below sets forth certain information regarding the
composition of the Company's Board of Directors. If any nominee
is unable to serve, the shares represented by all such proxies
will be voted for the election of such substitute as the Board of
Directors may recommend. At this time, the Board of Directors
knows of no reason why any of the nominees might be unable to
serve, if elected. Except as indicated herein, there are no
arrangements or understandings between any nominee and any other
person pursuant to which such nominee was selected.
<TABLE>
<CAPTION>
Name Age Positions Held Since (1)
______________ ______ ______________ _________
<S> <C> <C> <C>
NOMINEES
Kathleen Walsh Carr 52 President & Chief N/A
Executive Officer
The Adams National Bank
George Cook 64 Director 1998
Jeanne D. Hubbard 50 Chairwoman, President 1995
& Chief Executive Officer
Abigail Adams National
Bancorp, Inc.
Marshall T. Reynolds 62 Director 1995
Robert L. Shell, Jr. 54 Director 1995
Marianne Steiner 43 Director 1998
Joseph L. Williams 52 Director 1998
Bonita A. Wilson 56 Director 1998
</TABLE>
The principal occupation during the past five years of each
director of the Company is set forth below. All directors and
executive officers have held their present positions for five
years unless otherwise stated.
Kathleen Walsh Carr has served as President, Chief Executive
Officer and Director of The Adams National Bank since 1998 and
served as Senior Vice President and chief Lending Officer since
1997. Ms. Carr has over 25 years of commercial banking
experience with most of her professional career spent in the
areas of commercial lending. Ms. Carr was Senior Vice President
of Commercial Lending and subsequently Private Banking with
NationsBank from 1986 to 1997, prior to joining the Bank, and she
worked for NationsBank since 1980. Ms. Carr is a Member of the
Greater Washington Board of Trade. Ms. Carr is a graduate of
Marquette University.
A. George Cook is the Principal of George Cook & Co., and a
Distinguished Fellow of the Institute of Public Policy at George
Mason University. Mr. Cook is Chairman Emeritus and retired
Chief Executive Officer of Colonial Parking, Inc., a current
Member of the Greater Washington Board of Trade, and a Member of
Urban Land Institute. Mr. Cook is a former Chair of the National
Policy Council, and a Director and a past Executive Committee
Member of the Greater Washington Research Council. Mr. Cook is a
Board Member and past Chairman of the Board of Alexandria Health
Services Corporation, and a Board Member of the Girl Scouts of
the USA. Mr. Cook is a Member and past Chairman of the Board of
the National Parking Association. Mr. Cook is a former Member of
the City Council of the City of Alexandria and a former Chairman
of the Commission of Local Government for the Commonwealth of
Virginia. Mr. Cook is a former Member of the Board of Visitors
of George Mason University and a former Vice Chairman of the
Virginia State Electoral Board.
Jeanne D. Hubbard has been a Director of the Company and the
Bank since 1995, Chairwoman, President and Chief Execute Officer
of the Company since 1998 and Chairwoman of the Bank since 1998.
Ms. Hubbard has served as a Director and Executive Vice President
of First Sentry Bank, Huntington, WV since 1996 and as a Director
of First Southwest Bank, Jennings, LA since 1997. Ms. Hubbard
served as an Executive Officer in 1996 and 1997 of First Guaranty
<PAGE>
Bank, Hammon, LA and had previously served as their consultant
from 1993 to 1996. From 1980 to 1993, Ms. Hubbard held a variety
of officer positions, including Vice President and Senior
Commercial Lender and Chairwoman of the Loan Committee and
Asset/Liability Committee, with First Bank of Ceredo, Ceredo, WV.
Ms. Hubbard served as President of the C-K Rotary Club and
Chairwoman of the Citizens Advisory Committee of the United Way
in Huntington, WV. Ms. Hubbard is a graduate of Purdue
University and holds a Masters degree from Marshall University.
Marshall T. Reynolds is the Chairman of the Board, President
and Chief Executive Officer of Champion Industries, Inc., a
holding company for commercial printing and office products
companies, a position he has held since 1992. Mr. Reynolds
became Chairman of the Board of Premier Financial Bancorp in the
first quarter of 1996. Mr. Reynolds became Chairman of the Board
of First Guaranty Bank during the second quarter of 1996. From
1964 to 1993, Mr. Reynolds was President and Manager of The
Harrah and Reynolds Corporation (predecessor to Champion
Industries, Inc.). From 1983 to 1993, he was Chairman of the
Board of Banc One, West Virginia Corporation (formerly Key
Centurion Bancshares, Inc.). Mr. Reynolds has served as Chairman
of United Way of the River Cities, Inc. and Boys and Girls Clubs
of Huntington. Mr. Reynolds has been a Director of the Company
and the Bank since November 1995.
Robert L. Shell, Jr. is the Chairman and Chief Executive
Officer of Guyan International, a privately held holding company
for manufacturing and service companies, a position he has held
since 1985. Mr. Shell has been a Director of First Guaranty
Bank, Hammond, LA since 1993, of First State Bank of Sarasota
since February 1994 and First Sentry Bank, Huntington, WV since
1996. Mr. Shell is a Board Member of the Huntington Boys and
Girls Club, the Cabell Huntington Hospital Foundation and the
West Virginia Foundation for Independent Colleges. Mr. Shell was
formerly the Chairman of the Marshall Artists Series. Mr. Shell
has been a Director of the Company and the Bank since October
1995.
Marianne Steiner is the Principal of Larkspur Marketing,
which she founded in 1991 after serving MCI Communications
Corporation as Director of Marketing. Ms. Steiner holds a joint
M.E. and M.S. degree from the Harvard Business School and
Graduate School of Arts and Sciences in Information Sciences and
Applied Mathematics, and a Bachelor of Science degree in Computer
Science from the University of Miami. Ms. Steiner serves as a
Trustee and Member of the Governing Board of Beauvoir School.
Joseph L. Williams is the Chairman and Chief Executive
Officer of Basic Supply Company, Inc., which he founded in 1977.
Mr. Williams was one of the organizers and is a Director of
First Sentry Bank, Huntington, WV. Mr. Williams is a Director of
the Huntington Industrial Corporation, unlimited Futures, Inc. (A
small business incubator), and the West Virginia Capital
Corporation. Mr. Williams is a Member of the National Advisory
Council of the United States Small Business Administration, the
Huntington Municipal Development Authority and is Treasurer of
the Huntington Museum of Art. Mr. Williams is a former Mayor and
City Councilman of the City of Huntington. Mr. Williams is a
graduate of Marshall University and a Member of the Executive
Committee of its College of Business Advisory Board.
Bonita A. Wilson owns and operates her own retail business
and is a consultant to other business. Ms. Wilson was a Retail
Management Executive for over 15 years with Garfinkles, TJ Maxx
and the Hecht Company. Ms. Wilson has served as a Director of
Dart Group Corporation, Trak Auto Corporation and Crown Books
Corporation in 1993 through 1997. Ms. Wilson also served on the
Advisory Board of Wedgewood Capital Management and as the
Honorary Chair of the John A. Wilson Memorial Community
Foundation.
Ownership Reports by Officers and Directors
The Common Stock is registered pursuant to Section 12(g) of
the Exchange Act. The officers and directors of the Company and
beneficial owners of greater than 10% of the Company's Common
Stock ("10% beneficial owners") are required to file reports on
Forms 3, 4, and 5 with the SEC disclosing changes in beneficial
ownership of the Common Stock. SEC rules require disclosure in
the Company's Proxy Statement and Annual Report on Form 10-K of
<PAGE>
the failure of an officer, director or 10% beneficial owner of
the Company's Common Stock to file a Form 3, 4 or 5 on a timely
basis. No such disclosure is required with respect to the
Company's officers and directors.
_________________________________________________________________
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
_________________________________________________________________
The business of the Company's Board of Directors is conducted
through meetings and activities of the Board and its committees.
During the year ended December 31, 1997, the Board of Directors
of the Company held nine regular and special meetings. During
the year ended December 31, 1997, no director attended fewer than
75 percent of the total meetings of the Board of Directors of the
Company and committees on which such director served, except for
Robert L. Shell, Jr.
The Personal Committee of the Company meets periodically to
review the performance of officers and employees and determine
compensation programs and adjustments, as well as nominations to
the Board of Directors. It is currently comprised of Directors
Reynolds, Shell, and Williams. The Personnel Committee met 11
times during the year ended December 31, 1997.
The Audit/Compliance Committee currently consists of
Directors
Cook,
Wilson and
Steiner. This committee
meets on a quarterly basis with the internal auditor and the
Company's
compliance officer
to review audit programs
and
the results of audits of specific areas as well as other
regulatory
compliance
issues. The
Audit/Compliance
Committee
also meets with the Company's independent auditors. The
Audit/Compliance
Committee
met five times during the
year
ended December 31, 1997.
During 1997, each director of the Company received $250 for
each meeting
of the Board
of Directors, $200
for each Executive Committee meeting and $100 for all other
committee meetings
attended
by such director.
_________________________________________________________________
EXECUTIVE COMPENSATION
_________________________________________________________________
The following table sets forth the cash compensation paid by
the Bank for services during the years ended December 31, 1997,
1996 and 1995 to the Company's former Chief Executive Officer,
former Executive Officer who made in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
_____________________ _______________
Securities
All Other(1)(2)
Year Salary Bonus/Other Underlying Options
compensation
____ ______ ___________ __________________
_____________
<S> <C> <C> <C> <C>
<C>
Barbara Davis Blum 1997 $194,413 $ - $ -
$ 5,994
Chairwoman of the 1996 194,413 - 81,694(3)
11,635
Board, President 1995 185,155 - -
5,555
and Chief Executive
Officer of the
Company and the Bank
Kimberly J. Levine 1997 $118,833 $ - $ -
$ 4,223
Senior Vice 1996 108,167 5,000 2,749 (4)
7,993
President and 1995 98,500 - -
2,960
Chief Financial Officer
________________________________
(1) Pursuant to employment agreements, Ms. Blum and Ms. Levine
received
severance payments of $487,232 and $120,000, respectively, which
were paid
subsequent to December 31, 1997.
(2) Represents the Bank's matching contribution of cash and
discretionaly contribution of Company stock under the 401(k) Plan
(now Employee
Stock Ownership Plan with 401(k) Provisions) for the accounts of
Barbara Davis
Blum and Kimberly J. Levine. Ms. Blum received certain perquisites
but the cost
of providing such perquisites did not exceed the lesser of $50,000
or 10% of her
salary.
(3) Represents options to purchase shares granted under the
Directors Stock
Option Plans, the Employee Incentive Stock Option Plans and the
Nonqualified
Stock Option Agreement between Ms. Blum and the Company. See
"Option Grants in
Last Fiscal Year" table below.
(4) Represents options to purchase shares granted under the
Employee
Incentive Stock Option Plans. See "Option Grants in Last Fiscal
Year" table
below.
</TABLE>
<PAGE>
Non-Qualified Stock Option Plan
No options have been granted to date under the Company's
Non-Qualified Stock Option Plan (the "Plan"). A total of 90,000
shares of the Company's Common Stock are authorized for issuance
under the Plan, in which officers of the Company and the Bank who
have been employed for a least one year are eligible to
participate. The option exercise price of any options granted
under the Plan will equal 100% of the book value of the shares as
of the date of grant. Any options granted under the Plan will
become exercisable on a cumulative basis at a rate of 25% per
year during the period of four years after the grant; provided,
however that the first 25% will not become exercisable until the
expiration of six months after the date of the grant.
Employee Incentive Stock Option Plan
On January 23, 1996, the Board of Directors of the Company
approved a qualified Employee Incentive Stock Option Plan (the
"Employee Plan"). A total of 9,987 shares of the Company's
Common Stock are authorized for issuance under the Employee Plan,
in which key employees of the company and the Bank are eligible
to participate. On January 23, 1996, all such options were
granted at an exercise price of 100% of fair market value at the
date of grant, or $7.93. Options granted under the Employee Plan
are immediately exercisable and expire not later than ten years
following the date of grant.
1996 Employee Incentive Stock Option Plan
On November 19, 1996, the Board of Directors of the Company
approved a qualified 1996 Employee Incentive Stock Option Plan
covering key employees (the "1996 Employee Plan"). A total of
14,913 shares of the Company's Common Stock are authorized for
issuance under the 1996 Employee Plan, in which key employees of
the Company and the Bank are eligible to participate. On
November 19, 1996, 12,688 options were granted at an exercise
price of 100% of fair market value, or $10.74. On January 21,
1997, 1,000 options were granted at an exercise price of 100% of
fair market value, or $11.71. On February 18, 1997, 505 options
were granted at an exercise price of 100% of fair market value,
or $11.83. Options granted under the 1996 Employee Plan vest
beginning in 1997 at an annual rate ranging from 33.33% to 100%
at the end of each year and become fully vested in the event of a
Change in Control, as defined in the 1996 Employee Plan. Options
under the 1996 Employee Plan expire not later than ten years
after the date of grant. The 1996 Employee Plan is administered
by the Board of Directors which may delegate its powers with
respect to administration of the plan (except its powers with
respect to termination and amendment of the plan) to a committee
appointed by the Board and comprised of not less than two
non-employees to whom awards hereunder shall be granted
("Optionee"), the time or times at which such awards shall be
granted; the form of awards, either incentive be granted
("Optionee"), the time or times at which such awards shall be
granted; the form of awards, either incentive stock options
("ISO") and/or stock appreciation rights ("SAR") which may be
granted; the amount of awards which may granted; and the
limitations, restrictions and conditions applicable to any such
award. In making such determination, the Board may take into
account the nature of the services rendered by such employees or
classes of employees, their present and potential contributions
to the Company's success and such other factors as the Board in
its discretion shall deem relevant.
Directors Stock Option Plan
On January 23, 1996, the Board of Directors of the Company
approved a nonqualified Directors Stock Option Plan (the
"Directors Plan"). A total of 6,429 shares of the Company's
Common Stock are authorized for issuance under the Directors
Plan, in which all directors of the Company and the Bank in 1995
are eligible to participate based upon the total months of 1995
Board service. On January 23, 1996, all such options were
granted at an exercise price of 85% of fair market value at the
date of grant, or $6.74. Options granted under the Directors
Plan vest beginning in 1996 at an annual rate of 20% at the end
of each year and expir5e at the earlier of ten years following
the date of grant or two years after leaving the Board. However,
in the event of death or disability, options expire one year
after leaving the Board. The options shall become fully vested
in the event of a "Change in Control" (as defined in the
Directors Plan) or in the event the director leaves the Board.
<PAGE>
1996 Directors Stock Option Plan
On November 19, 1996, the Board of Directors of the Company
approved a nonqualified Directors Stock Option Plan (the "1996
Directors Plan"). A total of 7,920 shares of the Company's
Common Stock are authorized for issuance under the Employee Plan,
in which all directors of the Company and the Bank are eligible
to participate based upon the total months of 1996 Board service.
On November 19, 1996, all such options were granted at an
exercise price of 85% of fair market value, or $9.13. Options
granted under the 1996 Directors Plan vest beginning in 1997 at
an annual rate of 33.33% at the end of each year and expire at
the earlier of ten years following the date of grant or
immediately upon leaving the Board. However, in the event of
death or disability, options expire two years after leaving the
Board. The options shall become fully vested in the event of a
"Change in Control" (as defined in the 1996 Directors Plan).
Employee Stock Ownership Plan with 401(k) Provisions
On April 6, 1996, the Company's and the Bank's Board of
Directors adopted an employee stock ownership plan with 401(k)
provisions ("ESOP"). The ESOP was amended effective as of
January 1, 1997 to modify certain vesting provisions. The ESOP
replaced the Bank's former 401(k) Plan. Employees of the Bank
who are at least 21 years of age and who have completed one year
of service are eligible to participate. The Company has
submitted an application to the Internal Revenue Service for a
letter of determination as to the tax-qualified status of the
ESOP. Although no assurances can be given, the Company expects
the ESOP to receive a favorable letter of determination. The
ESOP may be amended or terminated at any time by the Bank. The
ESOP is to be funded by contributions made by the Bank in cash
or shares of the Company's Common Stock. On July 17, 1996, the
ESOP borrowed $218,750 in funds from the Company which was an
amount sufficient to purchase 25,000 shares of Common Stock.
This loan is secured by the shares of Common Stock purchased and
earnings thereon. Shares purchased with such loan proceeds will
be held in a suspense account for allocation, as the loan is
repaid, among participants who are eligible to share in the
Bank's contribution for the year. Dividends paid on allocated
shares may be paid to participants or used to repay the ESOP
loan. Dividends on unallocated shares are expected to be used to
repay the ESOP loan.
Participants may elect to contribute a percentage of their
salary, which amount may not be less than 1% nor more than 15% of
the participant's annual salary up to $9,500 for 1997. In
addition, the Bank may make a discretionary matching contribution
equal to one-half of the percentage of the amount of the salary
reduction elected by each participant (up to a maximum of 3%),
which percentage will be determined each year by the Bank, and
an additional discretionary contribution determined each year by
the Bank. Contributions by the Bank and shares released from the
suspense account will be allocated among participants on the
basis of their annual wages subject to federal income tax
withholding, plus amounts withheld under certain qualified plans.
Each participant is immediately vested in his or her
contributions, the Bank's matching contributions and the Bank's
initial discretionary contribution made during 1996. Each
participant will begin to vest in his or her interest in the
Bank's future discretionary contributions to the ESOP after one
year of service and will be fully vested upon three years or
service. Benefits are payable upon a participant's retirement,
death, disability or separation from service, in a single
lump-sum payment or in installments. Distributions at retirement
will be in the form of cash or shares of Common Stock or both. In
addition, the participant or beneficiary has certain put rights
in the event that the Common Stock distributed cannot be readily
sold.
The Trustee of the ESOP will vote all shares of Common Stock
held by it as part of the ESOP assets, provided that a
participant or beneficiary will be entitled to direct the Trustee
as to the manner in which voting rights are to be exercised,
with respect to shares of Common Stock allocated to the
participant, in connection with certain corporate transactions as
described in the ESOP.
The Company made matching cash contributions to the ESOP of
$41,000. No discretionary contributions were made during 1997.
<PAGE>
_________________________________________________________________
TRANSACTIONS WITH CERTAIN RELATED PERSONS
_________________________________________________________________
The Bank intends that all transactions between the Bank and
its executive officers, directors, holders of 10% or more of the
shares of any class of its common stock and affiliates thereof,
will contain terms no less favorable to the Bank than could have
been obtained by it in arm's-length negotiations with
unaffiliated persons and will be approved by a majority of
independent outside directors of the Bank not having any interest
in the transaction. During the year ended December 31, 1997, the
Bank had no loans outstanding to directors or executive officers
which were made on preferential terms.
_________________________________________________________________
PROPOSAL II RATIFICATION OF APPOINTMENT OF AUDITORS
_________________________________________________________________
The Board of Directors of the Company has approved the
engagement of Arthur Andersen LLP to be the Company's auditors
for the 1998 fiscal year, subject to the ratification of the
engagement by the Company's stockholders. At the Meeting,
stockholders will consider and vote on the ratification of the
engagement of Arthur Andersen LLP for the Company's fiscal year
ending December 31, 1998. A representative of Arthur Andersen
LLP is expected to attend the Meeting to respond to appropriate
questions and to make a statement if he so desires.
In order to ratify the selection of Arthur Andersen LLP as
the auditors for the 1998 fiscal year, the proposal must receive
at least a majority of the votes cast, either in person or by
proxy, in favor of such ratification. The Board of Directors
recommends a vote "FOR" the ratification of Arthur Andersen LLP
as auditors for the 1998 fiscal year.
_________________________________________________________________
STOCKHOLDER PROPOSALS
_________________________________________________________________
In order to be eligible for inclusion in the Company's proxy
materials for next year's Annual Meeting of Stockholders, any
stockholder proposal to take action at such meeting must be
received at the Company's executive office, Abigail Adams
National Bancorp, Inc., 1627 K Street, N.W., Washington, DC
20006, no later than May 25, 1999. Any such proposals shall be
subject to the requirements of the proxy rules adopted under the
Exchange Act.
_________________________________________________________________
MISCELLANEOUS
_________________________________________________________________
The Board of Directors is not aware of any business to come
before the Meeting other than the matters described above in the
Proxy Statement. However, if any matters should properly come
before the Meeting, it is intended that holders of the proxies
will act as directed by a majority of the Board of Directors,
except for matters related to the conduct of the Meeting, as to
which they shall act in accordance with their best judgment.
The cost of solicitation of proxies will be borne by the
Company. The Company will reimburse brokerage firms and other
custodians, nominees and fiduciaries for reasonable expenses
incurred by them in sending proxy materials to the beneficial
owners of Common Stock. In addition to solicitations by mail,
directors, officers and regular employees of the Bank may solicit
proxies personally or by telegraph or telephone without
additional compensation.
A copy of the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 1997 will be furnished without
charge to stockholders as of the record date upon written request
to the Corporate Secretary, Abigail Adams National Bancorp, Inc.,
1627 K Street, N.W., Washington, DC 20006.
BY ORDER OF THE BOARD OF DIRECTORS
/s/Brenda S. Johnson
________________
Brenda S. Johnson
Secretary
REVOCABLE PROXY
ABIGAIL ADAMS NATIONAL BANCORP, INC.
<PAGE>
ANNUAL MEETING OF STOCKHOLDERS
October 20, 1998
The undersigned hereby appoints the full Board of Directors,
with full powers of substitution to act as attorneys and proxies
for the undersigned to vote all shares of Common Stock of the
Company which the undersigned is entitled to vote at a Annual
Meeting of Stockholders ("Meeting") to be held at The Adams
National Bank, 1627 K Street, N.W., Washington, DC 20006 at
3:00p.m.(local time) on October 20, 1998. The official proxy
committee is authorized to cast all votes to which the
undersigned is entitled as follows:
Vote
For Withheld
___ ________
1. The election as directors of all
nominees listed below (except as
marked to the contrary below)
Kathleen Walsh Carr
George Cook
Jeanne D. Hubbard
Marshall T. Reynolds
Robert L. Shell, Jr.
Marianne Steiner
Joseph L. Williams
Bonita A. Wilson
INSTRUCTION: To withhold your vote for one or
more nominees, write the name of the nominee(s) on
the lines below.
___________________________
___________________________
FOR AGAINST ABSTAIN
___ _______ _______
2. The ratification of the
appointment of Arthur Andersen LLP
as auditors for the fiscal year
ending December 31, 1998.
The Board of Directors recommends a vote "FOR" each of the listed
proposals.
_________________________________________________________________
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE
SPECIFIED, THIS PROXY WILL BE VOTED FOR EACH OF THE PROPOSITIONS
STATED ABOVE. IF ANY OTHER BUSINESS IS PRESENTED AT SUCH MEETING,
THIS PROXY WILL BE VOTED BY THE ABOVE-NAMED PROXIES AT THE
DIRECTION OF A MAJORITY OF THE BOARD OF DIRECTORS. AT THE
PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO OTHER BUSINESS
TO BE PRESENTED AT THE MEETING.
_________________________________________________________________
<PAGE>
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the
Meeting or at any adjournment thereof and after notification to
the Secretary of the Company at the Meeting of the stockholder's
decision to terminate this proxy, then the power of said
attorneys and proxies shall be deemed terminated and of no
further force and effect. This proxy may also be revoked by
sending written notice to the Secretary of the Company at the
address set forth on the Notice of Annual Meeting of
Stockholders, or by the filing of a later proxy statement prior
to a vote being taken on a particular proposal at the Meeting.
The undersigned acknowledges receipt from the Company prior
to the execution of this proxy of a Notice of the Meeting and a
proxy statement dated September 21, 1998.
Dated: _________________, 1998
Check Box if You Plan __
to Attend Meeting |__|
__________________________ ___________________________
PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
__________________________ ___________________________
SIGNATURE OF STOCKHOLDER SIGNATURE OF STOCKHOLDER
Please sign exactly as your name appears on this card. When
signing as attorney, executor, administrator, trustee or
guardian, please give your full title. If shares are held
jointly, each holder should sign.
_________________________________________________________________
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.
_________________________________________________________________
