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:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.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>
May 7, 1999
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 June 15, 1999.
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.
The Board of Directors of the Company has determined that the matter to be
considered at the Annual Meeting is 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" the election of directors.
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
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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 June 15, 1999
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 June 15, 1999 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; 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 proposal 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 April 29, 1999 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/ Michelle D. Diedrick
Michelle D. Diedrick
Secretary
Washington, D.C.
May 7, 1999
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IMPORTANT: A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO
POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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<PAGE>
PROXY STATEMENT
of
ABIGAIL ADAMS NATIONAL BANCORP, INC.
1627 K Street, N.W.
Washington, D.C. 20006
(202) 466-4090
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ANNUAL MEETING OF STOCKHOLDERS
June 15, 1999
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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 June 15, 1999 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 May 7, 1999.
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REVOCATION OF PROXIES
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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 proposal 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, Michelle D. Diedrick 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.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the Company's common stock, par value $.01 per
share (the "Common Stock"), as of the close of business on April 29, 1999 (the
"Record Date") are entitled to one vote for each share then held. As of the
Record Date, the Company had 2,087,987 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.
1
<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 431,868 (1)(2) 20.9%
1130 13th Avenue
Huntington, WV 25701
Barbara W. Beymer 48,750 (1) 2.4%
214 North Boulevard West
Huntington, WV 25701
Deborah P. Wright 101,250 (3) 4.9%
1517 North Boulevard West
Flatwoods, KY 41139
Thomas W. Wright 26,250 (1), (3) 1.3%
1517 North Boulevard West
Flatwoods, KY 41139
Kathleen Walsh Carr 1,875 (4) *
George Cook 1,625 *
Jeanne D. Hubbard 8,904 (1)(5)(9) *
Marshall T. Reynolds 283,049 (1)(2)(6)(9) 13.7%
Robert L. Shell, Jr. 83,779 (1)(5)(7)(8)(9) 4.0%
Marianne Steiner 750 *
Joseph L. Williams 250 *
Bonita A. Wilson 250 *
All directors and executive officers
as a group (8) persons 380,482 18.2%
</TABLE>
- ----------------------
*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 244,368 shares owned jointly. An additional 37,500
shares are held by a dependent child.
(3) Thomas W. Wright and Deborah P. Wright share voting and dispositive power
with respect to 26,250 shares owned jointly.
(4) Includes options to acquire 1,250 shares of Common Stock.
(5) Includes options to purchase 289 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 191 shares granted to Mr. Reynolds under the
Directors Stock Option Plan. See "Executive Compensation--Directors Stock
Option Plan."
(7) Mr. Shell's shares include 7,500 shares transferred by gift to his wife.
(8) Robert L. Shell, Jr. shares voting and dispositive power with respect to
25,000 shares owned jointly with his wife, Lena Ji Shell.
(9) Includes options to purchase 990 shares granted to each director under the
1996 Directors Stock Option Plan.
2
<PAGE>
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PROPOSAL I--ELECTION OF DIRECTORS
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The Company's Board of Directors is currently composed of eight
members. The Company's bylaws provide that all Directors are elected annually.
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
NOMINEES
<S> <C> <C> <C>
Kathleen Walsh Carr 52 President & Chief Executive Officer 1998
The Adams National Bank
George Cook 65 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. 55 Director 1995
Marianne Steiner 44 Director 1998
Joseph L. Williams 54 Director 1998
Bonita A. Wilson 57 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 Executive 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, West Virginia
since 1996 and as a Director of First Southwest Bank, Jennings, Louisiana since
1997 and a director of Summit State Bank (formerly Summit Savings FSB, Ronhett
Park, California) since 1998. Ms. Hubbard served as an Executive Officer in 1996
and
3
<PAGE>
1997 of First Guaranty Bank, Hammond, Louisiana 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, West Virginia. Ms. Hubbard served as President of
the C-K Rotary Club and Chairwoman of the Citizens Advisory Committee of the
United Way in Huntington, West Virginia. 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 1996. In
addition, Mr. Reynolds became Chairman of the Board of First Guaranty Bank
during 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 The 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, Louisiana since 1993; of First State Bank of
Sarasota since February 1994; and of First Sentry Bank, Huntington, West
Virginia 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, West Virginia.
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 businesses. Ms. Wilson was a Retail Management Executive for
over 25 years with Garfinkles, Bloomingdales and the Hecht Company. Ms. Wilson
has served as a Director of Dart Group Corporation, Trak Auto Corporation,
Shoppers Food Warehouse Corp. and Crown Books Corporation from 1991 through
1997. Ms. Wilson attended the State University of New York at New Paltz. Ms.
Wilson also served on the Advisory Board of Wedgewood Capital Management and is
President of the Lower Eastern Shore Heritage Committee.
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-KSB
4
<PAGE>
of 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.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
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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, 1998, the Board of Directors of the Company held 20 regular and
special meetings. During the year ended December 31, 1998, 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.
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 one time during the year ended December 31, 1998.
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 four times during the year ended
December 31, 1998
During 1998, 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.
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EXECUTIVE COMPENSATION
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The following table sets forth the cash compensation paid by the Bank
for services during the year ended December 31, 1998 to each of the Company's
and Bank's Chief Executive Officer. Ms. Hubbard and Ms. Carr became the Chief
Executive Officer of the Company and Bank, respectively, in 1998 and
consequently no compensation information is provided for the prior two fiscal
years. Other than Ms. Carr, no person made in excess of $100,000 during the year
ended December 31, 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term
Compensation
Annual Compensation Awards
Securities All Other(1)(2)
Year Salary Bonus/Other Underlying OptionCompensation
<S> <C> <C> <C> <C> <C>
Jeanne D. Hubbard 1998 $ 60,603 $ -- $1,279 (1)$ --
Chairwoman of the Board, President
and Chief Executive Officer of the
Company
Kathleen W. Carr 1998 $125,399 $ -- $1,250 (2)$ --
President and Chief Executive Officer
of the Bank
[GRAPHIC OMITTED]
</TABLE>
(1) Represents options to purchase shares granted under the Director Stock
Option Plans. (2) Represents options to purchase shares granted under the 1996
Employee Incentive Stock Option Plan.
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 112,500 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
5
<PAGE>
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
12,483 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 $6.34.
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 17,740 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,
15,859 options were granted at an exercise price of 100% of fair market value,
or $8.59. On January 21, 1997, 1,250 options were granted at an exercise price
of 100% of fair market value, or $9.37. On February 18, 1997, 631 options were
granted at an exercise price of 100% of fair market value, or $9.46. 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
8,036 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 $5.39. However, in the event of death
or disability, options expire after one year.
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
9,900 shares of the Company's Common Stock are authorized for issuance under the
1996 Directors 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 $7.30. Options expire after ten years from the date of
grant, or immediately upon leaving the Board. However, in the event of death or
disability, options expire after two years.
6
<PAGE>
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 31,250 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 $10,000 for 1998. 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.
During 1998, the Company made matching cash contributions to the ESOP
of $18,000. No discretionary contributions were made during 1998.
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TRANSACTIONS WITH CERTAIN RELATED PERSONS
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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, 1998, the Bank had no loans outstanding to directors
or executive officers which were made on preferential terms.
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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, D.C.
20006, no later than January 8, 2000. Any such proposals shall be subject to the
requirements of the proxy rules adopted under the Exchange Act.
7
<PAGE>
The Bylaws of the Company do not contain an advance notice provision
for certain business to be brought before an annual meeting. The Board of
Directors has determined that in order for a stockholder to properly bring
business before the Annual Meeting, or to propose a nominee to the Board, a
stockholder must provide written notice to the Secretary of the Company no later
than 45 days before the mailing of the Proxy Statement, or by March 23, 1999.
The notice must include the stockholder's name, address and number of shares
owned. The notice must also describe the proposal, the reasons for bringing the
proposal and any material interest of the stockholder in the proposal. In the
case of nominations to the Board, certain information regarding the nominee must
be provided. Assuming that the next annual meeting of stockholders is held on
June 14, 2000 and the Proxy Statement is mailed on May 2, 2000, advance notice
of business to be brought, or nominations must be brought no later than March
22, 2000.
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MISCELLANEOUS
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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, 1998 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, D.C. 20006.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Michelle D. Diedrick
Michelle D. Diedrick
Secretary
<PAGE>
REVOCABLE PROXY
ABIGAIL ADAMS NATIONAL BANCORP, INC.
ANNUAL MEETING OF STOCKHOLDERS
June 15, 1999
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, D.C. 20006 at 3:00 p.m.(local
time) on June 15, 1999. The official proxy committee is authorized to cast all
votes to which the undersigned is entitled as follows:
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 VOTE
WITHHELD
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The Board of Directors recommends a vote "FOR" the listed proposal.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITION 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
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<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
May 7, 1999.
Dated: _________________, 1999 |_|
Check Box if You Plan
to Attend Meeting
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PRINT NAME OF STOCKHOLDER PRINT NAME OF STOCKHOLDER
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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.
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Please complete and date this proxy and return it
promptly in the enclosed postage-prepaid
envelope.
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