As filed with the Securities and Exchange Commission on May 20,
1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of
1934)
(Final Amendment)
AMERICAN NATIONAL BANKSHARES INC.
(Name of Issuer)
AMERICAN NATIONAL BANKSHARES INC.
(Name of Person(s) Filing Statement)
Common Stock, $1.00 Par Value Per Share
(Title of Class of Securities)
027745108
(CUSIP Number of Class of Securities)
Charles H. Majors
President and Chief Executive Officer
AMERICAN NATIONAL BANKSHARES INC.
P. O. Box 191
628 Main Street
Danville, Virginia 24543-0191
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
Copies to:
Kenneth J. Alcott, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
April 9, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of filing fee
$6,750,000 $1,350
*Calculated solely for the purpose of determining the filing fee,
based upon the purchase of 250,000 shares at $27.00 per share.
X Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid: $1,350
Filing Party: American National Bankshares Inc.
Form or Registration No.: Schedule 13E-4
Date Filed: April 9, 1997
<PAGE>
This Final Amendment amends and supplements the Issuer
Tender Offer Statement on Schedule 13E-4, dated as of April 9,
1997, as amended by Amendment No. 1, dated April 25, 1997 and
Amendment No. 2, dated May 13, 1997, relating to the offer by
American National Bankshares Inc. (the "Company") to purchase
250,000 shares (or such lesser number of shares as are properly
tendered) of its common stock, par value $1.00 per share
(the "Shares"), at prices not in excess of $27.00 nor less than
$25.00 net per Share in cash upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated April 9,
1997, and in the related Letter of Transmittal, which together
constitute the "Offer". Capitalized terms used herein but not
otherwise defined shall have the meanings assigned to such terms
in the Issuer Tender Offer Statement.
A total of 229,781 Shares were validly tendered and are
expected to be purchased pursuant to the Offer at $27.00 per
Share.
<PAGE>
SIGNATURE
After due 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.
May 20, 1997 AMERICAN NATIONAL BANKSHARES INC.
By: /s/ Charles H. Majors
Name:Charles H. Majors
Title:President and Chief
Executive Officer
