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S.E.C. Filing
ABIGAIL ADAMS NATIONAL BANCORP, INC.
SC 13D
March 11, 1998
Filed: March 11, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)
Abigail Adams National Bancorp, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
003390101
(CUSIP Number)
Michael R. Klein, Esq.
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
(202) 663-6000
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
March 11, 1998
(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. / /
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Reporting Persons Marshall T. Reynolds, Shirley A. Reynolds, Robert L. Shell,
Jr., Robert H. Beymer, Barbara W. Beymer, Thomas W. Wright, Deborah P. Wright
and Jeanne D. Hubbard file this Amendment No. 4 to initial Schedule 13D filed
on May 1, 1995, as amended by (a) Amendment No. 1 to Schedule 13D filed July
24, 1995; (b) Amendment No. 2 to Schedule 13D filed March 6, 1996; (c)
Amendment No. 3 to Schedule 13D filed on December 30, 1997; (d) Schedule 14D-1
filed by Marshall T. Reynolds on August 16, 1995; and (e) Amendment No. 1 to
Schedule 14D-1 filed by Marshall T. Reynolds on September 15, 1995.
CUSIP. No. None
2
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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 Shares Beneficially Owned by each Reporting Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 225,526
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 225,526
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 225,526
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares.
/ /
13. Percent of Class Represented by Amount in Row 11: 13.7%
14. Type of Reporting Person: IN
CUSIP. No. None
3
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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 or Organization: West Virginia
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 120,030
8. Shared Voting Power: 225,526
9. Sole Dispositive Power: 120,030
10. Shared Dispositive Power: 225,526
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 345,556
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares.
/ /
13. Percent of Class Represented by Amount in Row 11: 20.9%
14. Type of Reporting Person: IN
CUSIP. No. None
4
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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 Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 0
9. Sole Dispositive Power: 0
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
CUSIP. No. None
5
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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 Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 39,000
8. Shared Voting Power: 0
9. Sole Dispositive Power: 39,000
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 39,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares.
/ /
13. Percent of Class Represented by Amount in Row 11: 2.4%
14. Type of Reporting Person: IN
CUSIP. No. None
6
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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: Florida
Number of Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 46,046
8. Shared Voting Power: 20,000
9. Sole Dispositive Power: 46,046
10. Shared Dispositive Power: 20,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 66,046
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares.
/ /
13. Percent of Class Represented by Amount in Row 11: 4.0%
14. Type of Reporting Person: IN
CUSIP. No. None
7
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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 Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 0
8. Shared Voting Power: 21,000
9. Sole Dispositive Power: 0
10. Shared Dispositive Power: 21,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 21,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares.
/ /
13. Percent of Class Represented by Amount in Row 11: 1.3%
14. Type of Reporting Person: IN
CUSIP. No. None
8
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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 Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 60,000
8. Shared Voting Power: 21,000
9. Sole Dispositive Power: 60,000
10. Shared Dispositive Power: 21,000
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 81,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares.
/ /
13. Percent of Class Represented by Amount in Row 11: 4.9%
14. Type of Reporting Person: IN
CUSIP. No. None
9
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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 Shares Beneficially Owned by Each Reporting Person With
7. Sole Voting Power: 4,546
8. Shared Voting Power: 0
9. Sole Dispositive Power: 4,546
10. Shared Dispositive Power: 0
11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,546
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares.
/ /
13. Percent of Class Represented by Amount in Row 11: .03%
14. Type of Reporting Person: IN
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This Amendment No. 4 to the Schedule 13D filed by Reporting Persons on May 1,
1995 is filed with regard to the common stock, par value $0.01 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' or the 'Company') is 1627 K Street, N.W., Washington, DC 20006.
Item 4 of the Schedule 13D filed by Reporting Persons on May 1, 1995, as
amended by (a) Amendment No. 1 to Schedule 13D filed July 24, 1995; (b)
Amendment No. 2 to Schedule 13D filed March 6, 1996; (c) Amendment No. 3 to
Schedule 13D filed December 30, 1997; (d) Schedule 14D-1 filed by Marshall T.
Reynolds on August 16, 1995; and (e) Amendment No. 1 to Schedule 14D-1 filed by
Marshall T. Reynolds on September 15, 1995, is amended by the addition of the
following information:
Item 4. Purpose of the Investment
The following information is being provided by Reporting Persons
Shirley A. Reynolds, Marshall T. Reynolds, Robert L. Shell, Jr. and Jeanne D.
Hubbard (together, the "Participants"), but not by the other four Reporting
Persons, who are not personally involved in the matters discussed below. In
Amendment No. 3 to this Schedule 13D filed on December 30, 1997, certain of the
Reporting Persons reported that they might propose changes in the composition
of the Board of Directors (the "Board") of the Company, in response to
conflicts with the Company's management, when that action became timely. On
March 11, 1998 the Participants, three of whom (Mr. Reynolds, Mr. Shell and Ms.
Hubbard) are members of the Board, filed with the Securities and Exchange
Commission a Preliminary Consent Solicitation Statement and related form of
Consent (such actions, collectively, the "Consent Solicitation"), seeking to
remove four current members of the Board and elect four new nominees to serve
in their place until the next regular annual meeting of the shareholders, which
has not yet been set. The four current members of the Board whom the
Participants propose to replace are Barbara Davis Blum, Shireen L. Dodson,
Susan Hager, and Clarence L. James, Jr. (these individuals being referred to
herein as the "Incumbents"). The nominees to replace them (the "Nominees") are
George Cook, Bonita A. Wilson, Marianne Steiner and Joseph L. Williams.
The reasons the Participants are soliciting consents to effect these
changes include the following:
The Participants believe that the directors proposed to be removed are
not serving the Company well. They believe that the Incumbents have: tolerated
inadequate performance by management; reacted counterproductively to the
Company's shareholders' decision to oppose the merger management supported with
Ballston National Bancorp ("Ballston"); and wasted and, unless removed will
continue to waste, significant amounts of the Company's time, money and
energies in litigation against the Participants and others rather than on
increasing the value of the business.
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The Participants believe that if the Nominees are elected to replace
the Incumbents, they will join those of the Participants who are themselves
directors (Ms. Hubbard and Messrs. Reynolds and Shell) in securing better
management, honoring the decision of holders to move on after two thirds of the
Company's shares voted against approval of the merger with Ballston, and
supporting efforts to grow the business of the Company both internally and
through acquisitions that are economically accretive wherever located and on
attractive terms. The Participants also hope that the reconstituted Board of
the Company will terminate the litigation that the present Board (excluding Ms.
Hubbard and Messrs. Reynolds and Shell) initiated against the Participants and
others.
The litigation in question was initially filed after the Incumbents
postponed the shareholder meeting, seeking a court order precluding the
Reporting Persons and many other unnamed Company shareholders from being able
to vote their shares on the proposed merger with Ballston. As grounds it was
alleged that the Reporting Persons and many other Company shareholders were
together engaged in an undisclosed scheme to oppose the Ballston merger,
allegedly in order to pursue other acquisition targets outside the D.C.
metropolitan area and to seize control of the Company. The Court denied this
extraordinary relief, and after two additional delays, the Company's management
finally permitted the shareholders to vote at a meeting. At the Company's
shareholder meeting over two-thirds of the shares voted against the Ballston
merger. Thereafter, the litigation was amended to reflect the facts of the
case, add claims against the stock brokerage firm of Ferris Baker Watts, Inc.
and additional federal statutory claims.
The Participants will, if this slate of Nominees is elected to replace
the Incumbents, seek board action that will dismiss that litigation and
reimburse the Participants for their expenses in that litigation (estimated at
$125,000 to date) and the Consent Solicitation. In addition they will seek to
terminate the employment of the current President of the Company as part of a
restructuring and restaffing of senior management and to develop plans to
improve the operations and increase the size and number of banks owned by the
Company. The Participants have not, however, elicited any agreements or
commitments regarding those issues from the Nominees. The Participants may be
viewed as having a conflict of interest inasmuch as this could ultimately
result in dismissal of the litigation against them and reimbursement of their
expenses. However, the Participants believe the Proposal is also in the best
interests of the Company and its other shareholders.
Mr. Reynolds has agreed to indemnify each of the Nominees from any
liability or expenses they might incur by reason of their candidacy relating to
the pending litigation. Neither he nor the other Participants have any other
agreement or understanding with any of the Nominees.
The following is a summary of the Proposal, with greater detail being
provided in the Preliminary Consent Solicitation Statement and related form of
Consent filed with the Securities and Exchange Commission on March 11, 1998:
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1. Removal of the following as directors of Abigail Adams
National Bancorp, Inc.: Barbara Davis Blum, Shireen L. Dodson, Susan Hager and
Clarence L. James, Jr.
2. Election of the following to replace the aforementioned directors
of Abigail Adams National Bancorp, Inc.: George Cook, Marianne Steiner, Bonita
A. Wilson and Joseph L. Williams.
THE DISCLOSURES SET FORTH IN THIS SCHEDULE 13D ARE NOT INTENDED AS,
AND THEREFORE SHOULD NOT BE DEEMED, A SOLICITATION OF CONSENTS IN FAVOR OF THE
PARTICIPANTS' PROPOSAL PURSUANT TO THE PARTICIPANTS' PRELIMINARY CONSENT
SOLICITATION STATEMENT ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION.
Other than as summarized above, the Reporting Persons have no plans or
proposals, or any agreement or understanding with others, regarding any of the
items (a) - (j) enumerated in Item 4 of the form Schedule 13D.
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 11, 1998
/s/ Marshall T. Reynolds
- -----------------------------
MARSHALL T. REYNOLDS,
signing in his own capacity, and
signing by virtue of Power of Attorney
for all of the persons listed below:
ROBERT L. SHELL, JR.
BARBARA W. BEYMER
DEBORAH P. WRIGHT
SHIRLEY A. REYNOLDS
ROBERT H. BEYMER
THOMAS W. WRIGHT
JEANNE D. HUBBARD
13
