SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 19, 1998
Abigail Adams National Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-10971 52-1508198
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(State or other (Commission File No.) (I.R.S. Employer
jurisdiction of Identification No.)
Registrant's telephone number, including area code:
(202) 466-4090
Not Applicable
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(Former name or former address, if changed since last report)
<PAGE>
Item 6. Resignations of Registrant's Directors
By letter dated May 18, 1998 and received May 19, 1998,
Steve Protulis, Dana B. Stebbins and Susan J. Williams resigned
as directors of the Registrant. Their resignations followed the
removal by shareholders, in a consent solicitation, of Barbara
Blum, Shireen L. Dodson, Susan Hager and Clarence L. James, Jr.,
as directors of the Registrant and their replacement on the Board
of Directors with A. George Cook, III, Marianne Steiner, Bonita
A. Wilson and Joseph L. Williams.
The resigning directors indicated that their resignations
were due to a disagreement with the Board over the business
philosophy of the Registrant as a result of the change in the
composition of Board of Directors following the consent
solicitation conducted by Marshall T. Reynolds, Shirley A.
Reynolds, Robert L. Shell, Jr. and Jeanne D. Hubbard. In
addition, the resigning directors disagreed with Mr. Reynolds'
actions in opposing the Registrant's proposed acquisition of
Ballston Bancorp, Inc.
For further information see Exhibit 7 which sets forth the
resignation letters of Mr. Protulis, Ms. Stebbins and Ms.
Williams.
Item 7. Exhibits
Resignation letters of Steve Protulis, Dana B. Stebbins and
Susan J. Williams.
<PAGE>
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, hereunto duly authorized.
ABIGAIL ADAMS NATIONAL BANCORP, INC.
DATE: May 21, 1998 By: /s/ Jeanne D. Hubbard
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Jeanne D. Hubbard
Chief Executive Officer and
Chairman of the Board
<PAGE>
[LETTERHEAD OF ABIGAIL ADAMS NATIONAL BANCORP, INC.]
The Board of Directors May 18, 1998
Abigail Adams National Bancorp, Inc. 6:00 p.m.
and The Adams National Bank
1627 K Street, N.W.
Washington, D.C. 20006
Ladies and Gentlemen:
The undersigned directors herewith submit their resignations
from the board of directors of Abigail Adams National Bancorp,
Inc. and The Adams National Bank, effective immediately. We
cannot support the hostile and unwelcome acquisition of effective
control of the boards by the Reynolds group, led by Marshall T.
Reynolds. We have not and cannot support Mr. Reynolds' goals and
objectives and continue to express our opposition to Mr.
Reynolds' past actions and future plans.
We request that you place these resignation letters in the
formal minutes and records of the company, and that you disclose
the reasons for our resignations in all periodic reports to be
filed with the Securities and Exchange Commission. In
particular, we state for the record the following reasons for our
actions:
1. Mr. Reynolds' conduct in approving the Ballston
acquisition and thereafter in opposing it and causing its defeat
was in reckless disregard of the best interests of the bank. As
is now clear, that acquisition was an extremely attractive one
for the Abigail Adams National Bancorp, Inc. In March 1998, less
than three months after Adams' acquisition was scuttled, Ballston
is being acquired for $5.5 million more than Adams' would have
paid. In addition, expenses related to the acquisition totaled
approximately $1.2 million which have to be written off in 1997.
We cannot condone Mr. Reynolds' pretextual reasons for opposing
the acquisition, because the real reasons was his desire to get
his own way with respect to out of state acquisitions opposed by
the majority of the board of directors.
2. Mr. Reynolds and his group have obviously established
an objective for the bank that varies materially from the
strategic plan previously adopted and pursued by the directors,
namely, our plan to expand in the Washington, D.C. region and
maintain our unique relationship with women and minority
interests in the community. It is obvious that Mr. Reynolds'
primary goals is to spike up the price of the bank's stock for
short term gain, and that to achieve that goal he will cause the
board to pursue actions inconsistent with the bank's strategic
plan.
3. Mr. Reynolds' conduct in forcing the bank to drop its
lawsuit against him and others constitutes the waste of a
valuable corporate asset.
<PAGE>
4. Finally, we simply do not believe that we could serve
effectively on a board of directors that will obviously have
goals different from ours and which we do not believe contribute
to the safety and soundness of the institution.
Very truly yours,,
/s/ Steve Protulis
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Steve Protulis
------------------------------
Dana B. Stebbins
------------------------------
Susan Williams
<PAGE>
[LETTERHEAD OF ABIGAIL ADAMS NATIONAL BANCORP, INC.]
The Board of Directors May 18, 1998
Abigail Adams National Bancorp, Inc. 6:00 p.m.
and The Adams National Bank
1627 K Street, N.W.
Washington, D.C. 20006
Ladies and Gentlemen:
The undersigned directors herewith submit their resignations
from the board of directors of Abigail Adams National Bancorp,
Inc. and The Adams National Bank, effective immediately. We
cannot support the hostile and unwelcome acquisition of effective
control of the boards by the Reynolds group, led by Marshall T.
Reynolds. We have not and cannot support Mr. Reynolds' goals and
objectives and continue to express our opposition to Mr.
Reynolds' past actions and future plans.
We request that you place these resignation letters in the
formal minutes and records of the company, and that you disclose
the reasons for our resignations in all periodic reports to be
filed with the Securities and Exchange Commission. In
particular, we state for the record the following reasons for our
actions:
1. Mr. Reynolds' conduct in approving the Ballston
acquisition and thereafter in opposing it and causing its defeat
was in reckless disregard of the best interests of the bank. As
is now clear, that acquisition was an extremely attractive one
for the Abigail Adams National Bancorp, Inc. In March 1998, less
than three months after Adams' acquisition was scuttled, Ballston
is being acquired for $5.5 million more than Adams' would have
paid. In addition, expenses related to the acquisition totaled
approximately $1.2 million which have to be written off in 1997.
We cannot condone Mr. Reynolds' pretextual reasons for opposing
the acquisition, because the real reasons was his desire to get
his own way with respect to out of state acquisitions opposed by
the majority of the board of directors.
2. Mr. Reynolds and his group have obviously established
an objective for the bank that varies materially from the
strategic plan previously adopted and pursued by the directors,
namely, our plan to expand in the Washington, D.C. region and
maintain our unique relationship with women and minority
interests in the community. It is obvious that Mr. Reynolds'
primary goals is to spike up the price of the bank's stock for
short term gain, and that to achieve that goal he will cause the
board to pursue actions inconsistent with the bank's strategic
plan.
3. Mr. Reynolds' conduct in forcing the bank to drop its
lawsuit against him and others constitutes the waste of a
valuable corporate asset.
<PAGE>
4. Finally, we simply do not believe that we could serve
effectively on a board of directors that will obviously have
goals different from ours and which we do not believe contribute
to the safety and soundness of the institution.
Very truly yours,,
------------------------------
Steve Protulis
/s/ Dana B. Stebbins
------------------------------
Dana B. Stebbins
/s/ Susan Williams
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Susan Williams
