As filed with the Securities and Exchange Commission on August 20, 1997
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FOR
DIVIDEND REINVESTMENT PLAN
(FULL TITLE OF PLAN)
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of registrant as specified in its charter)
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VIRGINIA 52-1284688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
P.O. Box 191
628 Main Street
Danville, Virginia, 24543-0191
(804) 792-5111
(Address, including zip code, and telephone
number, including area code, of registrant's principal
executive offices)
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Charles H. Majors, Esq.
President and Chief Executive Officer
American National Bankshares Inc.
P.O. Box 191
628 Main Street
Danville, Virginia 24543-0191
(804) 792-5111
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copy to:
Kenneth J. Alcott, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
(804) 788-8200
Approximate date of commencement of proposed
sale to the public: As soon as possible after the
effective date of this Registration Statement.
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If the only securities being registered on this form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.[X]
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.[ ]
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.[ ] _____________
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.[ ] _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.[ ]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Each Class of Aggregate Amount Offering Price Per Aggregate Offering Amount of
Securities to be Registered(1) to be Registered(1) Share(2) Price(2) Registration Fee
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<S> <C>
Shares of Common Stock, $1.00 par value 200,000 $28.00 $5,600,000 $1,697
====================================================================================================================================
</TABLE>
(1) Plus such additional number of shares as may be required in the event of a
stock dividend, reverse stock split, split-up, recapitalization or other
similar event.
(2) Estimated solely for the purpose of computing the registration fee. This
amount was calculated in accordance with Rule 457 and based on the average
of the high and low sale prices of the Common Stock as reported on the OTC
Bulletin Board on August 18, 1997.
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<PAGE>
PROSPECTUS
AMERICAN NATIONAL BANKSHARES INC.
628 Main Street
Post Office Box 191
Danville, Virginia 24543-0191
(804) 792-5111
DIVIDEND REINVESTMENT PLAN
This Prospectus relates to 200,000 shares of the $1.00 par value common stock
(the "Common Stock") of American National Bankshares Inc. (the "Company") to be
issued under the Company's Dividend Reinvestment Plan (the "Plan"), which was
adopted by the Board of Directors of the Company on August 19, 1997. The Plan
provides shareholders of the Company with a simple and convenient method of
investing cash dividends and voluntary cash contributions in additional shares
of Common Stock at a cost which may represent a savings over that available in
normal market purchases.
--------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------
The date of this Prospectus is
August 20, 1997
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<PAGE>
(INSIDE FRONT COVER OF PROSPECTUS)
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Such reports and other information can be
inspected and copied at the public reference facilities of the Commission, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's
public reference facilities in the Northeast Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048 and the Midwest Regional Office,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can also be obtained by writing to the Securities and Exchange
Commission, Public Reference Section, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. Additionally, the Commission maintains an internet
web site at www.sec.gov that contains reports, proxy and information statements,
and other information regarding registrants like the Company that file
electronically with the Commission.
The Company has filed with the Commission in Washington, D.C., a registration
statement on Form S-3 (together with all amendments thereto, the "Registration
Statement") under the Securities Act of 1933, as amended, with respect to the
securities covered by this Prospectus. This Prospectus does not contain all of
the information set forth in the Registration Statement, certain items of which
are contained in exhibits to the Registration Statement as permitted by the
rules and regulations of the Commission. For further information, reference is
made to the Registration Statement including the exhibits filed or incorporated
as a part hereof.
THIS PROSPECTUS INCORPORATES DOCUMENTS BY REFERENCE WHICH ARE NOT PRESENTED
HEREIN OR DELIVERED HEREWITH. THE COMPANY WILL PROVIDE WITHOUT CHARGE, UPON
WRITTEN OR ORAL REQUEST OF ANY PERSON TO WHOM THIS PROSPECTUS IS DELIVERED, A
COPY OF ANY AND ALL INFORMATION WHICH HAS BEEN INCORPORATED BY REFERENCE HEREIN.
SUCH REQUESTS SHOULD BE DIRECTED TO AMERICAN NATIONAL BANKSHARES INC., 628 MAIN
STREET, P.O. BOX 191, DANVILLE, VIRGINIA 24543-0191, ATTENTION: PRESIDENT AND
CHIEF EXECUTIVE OFFICER, TELEPHONE NUMBER (804) 792-5111.
[Rest of Page Intentionally Left Blank]
<PAGE>
(OUTSIDE BACK COVER OF PROSPECTUS)
TABLE OF CONTENTS
Page
AVAILABLE INFORMATION....................................................... 2
DESCRIPTION OF THE COMPANY DIVIDEND REINVESTMENT PLAN....................... 1
Purpose............................................................ 1
Advantages......................................................... 1
Administration ................................................... 1
Participation .................................................... 1
Voluntary Cash Contributions ..................................... 2
Purchases ........................................................ 2
Dividends ........................................................ 3
Costs ............................................................ 3
Reports to Participants .......................................... 3
Certificates for Shares .......................................... 4
Voting Rights...................................................... 4
Stock Dividends; Stock Splits; Rights Offerings .................. 4
Withdrawal from Plan ............................................. 4
Amendment and Termination of Plan ................................ 5
Federal Income Tax Consequences.................................... 5
Inquiries Concerning the Plan .................................... 6
Interpretation of the Plan ....................................... 6
Responsibility of the Company and the Plan Agent ................. 7
USE OF PROCEEDS............................................................. 7
MATERIAL CHANGES............................................................ 7
DESCRIPTION OF THE COMPANY'S CAPITAL STOCK.................................. 7
INDEMNIFICATION............................................................. 8
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE............................. 8
LEGAL MATTERS............................................................... 8
EXPERTS..................................................................... 9
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, IN CONNECTION WITH THE
OFFERING MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO
BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATES AS OF WHICH INFORMATION IS FURNISHED OR
THE DATE HEREOF.
<PAGE>
DESCRIPTION OF THE COMPANY
DIVIDEND REINVESTMENT PLAN
The following is a question and answer statement explaining the provisions of
the Plan. A copy of the Plan may be obtained from: American National Bankshares
Inc. (the "Company"), 628 Main Street, P.O. Box 191, Danville, Virginia
24543-0191, Attention: President and Chief Executive Officer. In the event of
any conflict between the answers to these questions and the Plan, the more
detailed provisions of the Plan will control.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide the shareholders of the Company
with a simple and convenient method of investing cash dividends and
voluntary cash contributions in additional shares of the $1.00 par
value common stock of the Company (the "Common Stock") at a cost
representing a savings over that available in normal market purchases.
Advantages
2. What are the advantages of the Plan?
The Plan is advantageous to the shareholders by permitting them to
acquire additional shares of the Common Stock automatically at no or
reduced brokerage commission costs. In addition, shareholders electing
to participate in the Plan ("Participants") may increase the amount of
their investment by making voluntary cash contributions in amounts not
less than $200 nor more than $3,500 during any single dividend period.
Under the Plan, recordkeeping is simplified by the issuance, after each
investment, of a detailed statement of each Participant's account,
including the cost basis of the whole and fractional shares purchased.
Administration
3. Who administers the Plan?
The Plan is administered by the Company (the "Plan Agent"). Purchase of
the Common Stock pursuant to the Plan may be delegated to an
independent purchasing agent (the "Purchasing Agent").
Participation
4. Who is eligible to participate in the Plan?
All holders of record of the Common Stock are eligible to participate
in the Plan. A beneficial owner of Common Stock whose shares are
registered in a name other than his own must become a shareholder of
record by having all or a part of such shares transferred into his own
name, or arrange for the holder of record of such shares to enroll in
the Plan, in order to participate in the Plan.
5. How does an eligible shareholder enroll in the Plan?
Any eligible shareholder may enroll in the Plan by completing and
signing the Participant Card accompanying this Prospectus and returning
it to the Plan Agent.
Additional Participant Cards may be obtained at any time by written or
oral request to the Plan Agent.
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6. When may an eligible shareholder enroll in the Plan?
An eligible shareholder may enroll in the Plan at any time. If the
shareholder's Participant Card requesting reinvestment of dividends is
received by the Plan Agent on or before the record date established for
a particular dividend (the "Record Date"), reinvestment will commence
with that dividend. If a Participant Card is received from a
shareholder after the Record Date established for a particular
dividend, the reinvestment of dividends will begin with the dividend
following the next Record Date, if the shareholder is still a holder of
record.
7. May a shareholder enroll as to some, but not all, shares held of record
by him?
Yes, a shareholder may enroll in the Plan as to some, but not all,
shares of Common Stock owned of record by that shareholder.
Voluntary Cash Contributions
8. How may voluntary cash contributions to the Plan be made?
Each Participant may make optional cash contributions to the Plan of
not less than $200 and not more than $3,500 during any single dividend
period. The same amount need not be invested in each period.
Participants are under no obligation to make any voluntary cash
contributions. A voluntary cash payment may be made by forwarding a
check or money order, payable to the Plan Agent, with a completed
Participant Card when enrolling, or thereafter, accompanied by the
transmittal form for mailing voluntary cash contributions that will be
included with each statement of account furnished to Participants
pursuant to the Plan. Employees of the Company and American National
Bank and Trust Company (the "Bank") may make voluntary cash
contributions by completing a Payroll Deduction Authorization Form and
returning it to the Plan Agent.
9. How will voluntary cash contributions be used?
The Plan Agent will apply each voluntary cash contribution received
from a Participant before a Record Date to the purchase of Common Stock
for the account of that Participant on the next date that a dividend is
actually paid by the Company (the "Investment Date"). A voluntary cash
contribution will not be deemed to have been made by a Participant or
received by the Plan Agent until the funds so contributed are actually
collected. Interest will not be paid on voluntary cash contributions.
For this reason, it is to the Participant's benefit to mail payments so
that they are received by the Plan Agent immediately prior to the next
Record Date.
10. May voluntary cash contributions be returned to a Participant?
Yes. Voluntary cash contributions will be returned to a Participant
upon written request to the Plan Agent, provided that the request is
received not later than 48 hours prior to the next scheduled Record
Date.
Purchases
11. What is the source of the Common Stock purchased under the Plan?
The Purchasing Agent will purchase Common Stock on the open market. The
Plan Agent will not exercise any direct or indirect control over the
prices or timing of purchases made by the Purchasing Agent.
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<PAGE>
12. How will the price of shares purchased under the Plan be determined?
The price of shares purchased on the open market will be the average
cost (excluding brokerage commissions) to the Purchasing Agent of such
purchases.
13. How many shares will be purchased by the Purchasing Agent for the
Participants in the Plan?
The number of shares to be purchased for a Participant by the
Purchasing Agent will depend on the amount of the Participant's
dividend and voluntary cash payment, if any, and the price of the
shares. Each Participant's account will be credited with the number of
whole and fractional shares equal to the amount to be invested divided
by the applicable purchase price. Fractional shares shall be calculated
to four (4) decimal places.
14. When will shares be purchased?
Shares of Common Stock may be purchased at any time but generally not
later than 30 days after the Investment Date. Temporary suspension of
purchases may occur at any time when, in the judgment of the Plan
Agent, the purchase of shares would violate any governmental, judicial,
securities exchange or National Association of Securities Dealers, Inc.
order. Dividend and voting rights will commence upon settlement of the
purchase. For the purposes of making purchases, the Purchasing Agent
will commingle each Participant's funds with those of all other
Participants.
Dividends
15. How will dividends be paid on shares held by the Plan Agent?
As record holder of the shares held in Participants' accounts under the
Plan, the Plan Agent will receive dividends on all such shares held on
each Record Date, will credit such dividends to Participants' accounts
on the basis of whole or fractional shares held in each account and
will automatically reinvest these dividends in shares of Common Stock.
Costs
16. What are the costs to a Participant in the Plan?
Participants will be charged the actual cost (excluding brokerage
commissions, which shall be paid by the Company) of all Common Stock
purchased in the open market. All costs of administration of the Plan
will be borne by the Company; however, a reasonable service charge may
be assessed at the time of a Participant's withdrawal from the Plan or
at any time any share certificate is requested by a Participant.
Reports to Participants
17. What kind of reports will be sent to Participants in the Plan?
As soon as practicable after completion of each investment on behalf of
a Participant, the Plan Agent will mail to such Participant a statement
showing (i) the amount of the dividend and voluntary cash contribution,
if any, applied toward such investment (ii) the taxes withheld, if any,
(iii) the net amount invested, (iv) the number of shares purchased, (v)
the average cost per share, (vi) the total shares accumulated under the
Plan, computed to four (4) decimal places, (vii) the cost basis of
whole and fractional shares purchased, and (viii) the date of purchase.
Each Participant will receive annually an Internal Revenue Service Form
1099, or any successor form, reporting dividend income received.
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<PAGE>
Certificates for Shares
18. Will certificates be issued for shares purchased?
All shares purchased under the Plan will be registered in the name of
the Plan Agent or its nominee, as agent for the Participants.
Certificates for Plan shares will not be issued to Participants unless
requested in writing. Certificates for any number of whole Plan shares
will be issued to a Participant within 15 days of a written request to
the Plan Agent signed by the Participant. Any remaining whole or
fractional Plan Shares will continue to be held by the Plan Agent as
the agent for the Participant. Certificates for fractional shares will
not be issued under any circumstances.
Voting Rights
19. How will shares held by the Plan Agent be voted?
For each meeting of shareholders, the Plan Agent will forward a proxy
to each Participant and will vote all whole Plan Shares in the
Participant's account in accordance with the instructions received from
the Participant. Fractional shares will not be voted. The Plan Shares
of a Participant who does not return a proxy will not be voted.
Stock Dividends; Stock Splits; Rights Offerings
20. What happens if the Company declares a stock dividend or a stock split?
Any stock dividends or split shares distributed by the Company on the
Plan Shares of a Participant will be added to his account with the Plan
Agent as additional Plan Shares. Stock dividends or split shares
distributed with respect to shares of Common Stock registered in a
Participant's name will be mailed directly to the Participant in the
same manner as to shareholders who do not participate in the Plan.
21. What happens if the Company makes a rights offering?
In the event of a rights offering by the Company, the Plan Agent will
sell rights received with respect to Plan Shares held of record by the
Plan Agent as custodian, or in its discretion, may distribute rights to
Participants. If the Plan Agent sells all rights received with respect
to Plan Shares, the Plan Agent will invest the proceeds of such sales
in additional shares of Common Stock, which will be retained by the
Plan Agent as custodian and credited proportionately to the accounts of
the Participants. Participants who wish to exercise such rights must
request the Plan Agent to forward a share certificate to the
Participant (See Question 18 above). Such request must be made prior to
the Record Date for exercising such rights. Rights on shares of Common
Stock registered in the name of a Participant will be mailed directly
to the Participant.
Withdrawal from Plan
22. How and when may a Participant withdraw from the Plan?
Participation in the Plan may be terminated not less than 15 days prior
to an Investment Date by a Participant at any time by giving written
notice to the Plan Agent. Within a reasonable time after termination,
the Plan Agent will deliver to the Participant (i) a certificate for
all whole shares held under the Plan, and (ii) a check representing any
uninvested dividends and voluntary cash contributions. A check in lieu
of the issuance of any fractional share in the Participant's account,
equal to the fractional share held under the Plan multiplied by the
fair market value per share of Common Stock, determined pursuant to the
Plan, on the date that a Participant withdraws from the Plan, will be
mailed to the Participant on the next succeeding Investment Date.
4
<PAGE>
As an alternative, upon termination of participation in the Plan, a
Participant may request in writing that any number of whole shares
credited to the Participant's account be sold by the Plan Agent. When a
request to sell whole shares for a Participant's account has been
received, such shares will be sold by the Plan Agent, and the
Participant will receive a check for the proceeds of the sale, less any
brokerage fees and commissions, the applicable withdrawal fee and any
transfer taxes. Sales may be made on any securities exchange on which
the shares are traded or listed for trading, in the over-the-counter
market or in negotiated transactions and on such terms as to price,
delivery and otherwise as the Plan Agent may, in its sole and absolute
discretion, determine. Any such sale shall be made within five business
days following the receipt of the Participant's written request to sell
such shares, unless sales are curtailed or suspended in accordance with
the Plan. See Question 14.
23. If you are an employee of the Company or the Bank, what happens if you
terminate your employment?
Termination of employment does not automatically terminate
participation in the Plan. Dividends on shares held in the Plan for an
employee who leaves the Company or the Bank will continue to be
reinvested until the former employee terminates participation in the
Plan. Of course, optional cash payments through payroll deductions will
no longer be possible once the employee terminates employment.
Amendment and Termination of Plan
24. May the Plan be amended or terminated?
Yes. The Company may amend, supplement, suspend, modify or terminate
the Plan at any time without the approval of the Participants. Thirty
(30) days' notice of any suspension or material amendment shall be sent
to all Participants, who shall in all events have the right to withdraw
from the Plan.
Federal Income Tax Consequences
25. What are the federal income tax consequences of participating in the
Plan?
The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It does
not address all potentially relevant federal income tax matters,
including consequences peculiar to persons subject to special
provisions of federal income tax law (such as tax-exempt organizations,
insurance companies, and foreign persons). The discussion is based on
various rulings of the Internal Revenue Service regarding several types
of dividend reinvestment plans. No ruling, however, has been issued or
requested regarding the Plan. The following discussion is for your
general information only, and you are urged to consult your own tax
advisor to determine the particular tax consequences that may result
from your participation in the Plan and in the disposition of any
shares of common stock purchased pursuant to the Plan.
Reinvested Dividends
Dividends that are reinvested to acquire shares of Common Stock will be
taxable to you (including any fractional share), as if you received the
dividends. You also will be treated as receiving an additional dividend
equal to the amount of your share of brokerage commissions paid by the
Company when dividends are reinvested. For example, if $100 of your
dividends are reinvested to purchase shares of Common Stock with a fair
market value of $100 in the open market under the Plan, and if the
amount of the related brokerage commission is $1, the total amount of
the dividend you will be treated as receiving for federal income tax
purposes will be $101. (The $1 figure in the preceding example is for
purposes of illustration only; it is not a representation or estimate
of the amount or percentage of brokerage commissions and other
acquisition fees that may be paid under the Plan.)
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<PAGE>
The initial tax basis of shares of Common Stock you acquire with
reinvested dividends will equal the amount of the dividend you are
treated as having received. Consequently, your initial basis in a share
acquired with reinvested dividends will be the share's purchase price
plus the amount of any brokerage commissions fees allocable to the
share. The holding period for shares of Common Stock acquired with
reinvested dividends will begin the later of the day after the date the
shares are purchase for you, which may be later than the dividend
payment date. A whole share resulting from the acquisition of two or
more fractional shares on different dates will have a split holding
period, with the holding period for each fractional component beginning
the day after the purchase date when the fraction was acquired.
Optional Cash Payments
The purchase of shares of Common Stock under the Plan with your
optional cash payments will result in a dividend to you for federal
income tax purposes equal to your share of brokerage commissions paid
by the Company. The initial tax basis in shares of Common Stock
acquired with an optional cash payment will be the purchase price plus
the amount of brokerage commissions allocable to the shares. The
holding period for shares acquired with optional cash payments under
the Plan will begin the day after the purchase date. A share consisting
of fractional shares purchased on different dates will have a split
holding period, with the holding period for each fractional component
beginning the day after its purchase date.
Receipt of Share Certificates and Cash
You will not realize any income when you receive certificates for whole
shares credited to your account under the Plan. Any cash received for a
fractional share held in your account will be treated as an amount
realized on the sale of the fractional share. You therefore will
recognize gain or loss equal to any difference between the amount of
cash received for a fractional share and your tax basis in the
fractional share. Similarly, if the Plan Agent sells your shares
pursuant to your request upon termination of your participation in the
Plan, you will recognize gain or loss equal to the difference between
the amount you realize on the sale and your tax basis in the shares.
Inquiries Concerning the Plan
26. Who should be contacted with questions concerning the Plan?
All inquiries concerning the Plan should be directed to:
American National Bankshares Inc.
P.O. Box 191
Danville, VA 24543-0191
Attention: President and Chief Executive Officer
Interpretation of the Plan
27. Who will interpret the provisions of the Plan?
Any question of interpretation arising under the Plan will be
determined by the Board of Directors of the Company pursuant to
applicable federal and state law and the rules and regulations of all
regulatory authorities, and such determination shall be final and
binding on all Participants.
6
<PAGE>
Responsibility of the Company and the Plan Agent
28. What are the responsibilities of the Company and the Plan Agent, if
any, with respect to the Plan?
Neither the Company, the Plan Agent nor its nominees shall have any
responsibility beyond the exercise of ordinary care for any action
taken or omitted pursuant to the Plan, nor shall they have any duties,
responsibilities or liabilities except such as are expressly set forth
in the Plan.
Neither the Company nor the Plan Agent shall be liable for any act done
in good faith, or for any good faith omission to act, including,
without limitation, any claim or liability (a) arising out of failure
to terminate a Participant's account upon such Participant's death
prior to receipt of notice in writing of his or her death, (b) with
respect to the prices at which shares are purchased, the times when
purchases or sales are made or (c) for any fluctuation in the market
value of the Common Stock. The Participants must realize that neither
the Company nor the Plan Agent can provide any assurance of a profit or
protection against loss on any shares purchased under the Plan.
USE OF PROCEEDS
Since all purchases of Common Stock made pursuant to the Plan will be
in open market transactions, no proceeds are expected to flow to the Company as
a result of the offering. The principal reason for the Plan is to provide
shareholders with a convenient method of investing cash dividends in additional
shares of Common Stock.
MATERIAL CHANGES
On April 9, 1997, the Company commenced a self tender offer (the
"Offer) pursuant to Rule 13e-4 of the Securities Exchange Act of 1934. Under the
terms of the Offer, which was conducted pursuant to a "Dutch Auction" process,
the Company offered to purchase from its shareholders up to 250,000 shares of
Common Stock at prices not in excess of $27.00 nor less than $25.00 per share.
The Offer was concluded on May 8, 1997, with the Company purchasing 229,781
shares of Common Stock, representing approximately 7% of the number of issued
and outstanding shares of Common Stock at such time, at $27.00 per share.
DESCRIPTION OF THE COMPANY'S CAPITAL STOCK
The following information with respect to the capital stock of the Company is
subject to the detailed provisions of the Company's Articles of Incorporation
and bylaws, as currently in effect. These statements do not purport to be
complete, or to give full effect to the provisions of statutory or common law,
and are subject to, and are qualified in their entirety by reference to, the
terms of the Company's Articles of Incorporation and bylaws.
The securities offered hereby are shares of the Common Stock, $1.00 par value.
As of August 20, 1997, there were 10,000,000 shares authorized, of which
3,051,733 shares were issued and outstanding. The Company's Articles of
Incorporation also authorize 2,000,000 shares of preferred stock.
Holders of Common Stock, to the exclusion of any other class of stock, have the
sole and full power to vote for the election of directors and all other purposes
without limitation, except (i) as otherwise provided in the certificate of
serial designation for a particular series of preferred stock and (ii) as
otherwise provided by Virginia law. Holders of Common Stock are entitled to one
vote per share of Common Stock held. The holders of Common Stock do not have
cumulative voting rights nor do they have preemptive rights to subscribe for
unissued shares of stock of any class of the Company. Subject to the provisions
of articles of serial designation for each series of preferred stock, the
holders of Common Stock are entitled to receive dividends if, when and as
declared from time to time by the Board of Directors from funds available
therefor and to the net assets remaining upon liquidation of the Company.
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<PAGE>
The Board of Directors has the authority, by resolution, to divide the preferred
stock into series and fix the dividend rate (including the time of payment, the
dates from which dividends may be cumulative and the extent of participation
rights), voting rights, redemption rights, liquidation preferences and
conversion rights of any such series. No preferred stock has been issued as of
the date of this Prospectus nor does the Board of Directors have plans to issue
preferred stock.
INDEMNIFICATION
Directors and officers of the Company may be indemnified against liabilities,
fines, penalties, and claims imposed upon or asserted against them. This
indemnification covers all costs and expenses reasonably incurred by an officer
or director, except for matters as to which a director or officer is liable
because of willful misconduct or a knowing violation of criminal law. In
addition, the Virginia Stock Corporation Act and the Company's Articles of
Incorporation, under certain circumstances, limit the liability of directors and
officers in a shareholder or derivative proceeding.
As permitted by the Virginia Stock Corporation Act, the Company has purchased a
directors' and officers' liability insurance policy that will, subject to
certain limitations, indemnify the Company and its officers and directors for
damages they become legally obligated to pay as a result of any negligent act,
error or omission committed by directors or officers while acting in their
capacities as such.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission, such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following reports, which were filed by the Company with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, are
incorporated in this Prospectus by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996.
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997 and June 30, 1997.
(c) The Company's Issuer Tender Offer Statement on Schedule 13E-4, dated
April 9, 1997, and the amendments thereto on Schedule 13E-4/A, dated
April 25, 1997, May 13, 1997 and May 20, 1997.
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since the end of the Company's fiscal year
covered by the Annual Report referred to in (a) above.
(e) All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the termination of this offering.
The Company will forward without charge to each person to whom this Prospectus
is delivered, on written or oral request, a copy of the documents incorporated
herein by reference (other than exhibits to such documents which are not
specifically incorporated by reference in such document). Requests should be
directed to American National Bankshares Inc., P.O. Box 191, Danville, VA
24543-0191, Attention: President and Chief Executive Officer, telephone number
(804) 792-5111.
LEGAL MATTERS
The legality of the shares of Common Stock offered hereby will be passed upon
for the Company by Hunton & Williams, 951 East Byrd Street, Richmond, Virginia
23219.
8
<PAGE>
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus and Registration Statement by reference to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1996 have been
audited by Arthur Andersen LLP, independent accountants, as indicated in their
report with respect thereto, and are incorporated herein by reference in
reliance upon the authority of said firm as experts in accounting and auditing
in giving said reports.
[Rest of Page Intentionally Left Blank]
9
<PAGE>
American National Bankshares Inc.
Dividend Reinvestment Plan
Participant Card
--------------------------
TO AMERICAN NATIONAL BANKSHARES INC. ("Plan Agent")
I hereby appoint you as my Plan Agent, subject to the terms and conditions of
the Dividend Reinvestment Plan of American National Bankshares Inc. (the
"Company"), as set forth in the accompanying Prospectus, and authorize you, to
the extent indicated, to apply all cash dividends payable to me on the common
stock of the Company, $1.00 par value (the "Common Stock"), and all my voluntary
cash contributions, to purchase whole shares and fractional shares of Common
Stock.
This appointment relates only to the shares of Common Stock held by me of record
in the account listed below and all whole shares and fractional shares acquired
under the Plan. I understand that I may terminate my participation in the Plan
at any time by notifying you in writing. If the undersigned is a nominee
participating in the Plan on behalf of underlying beneficial owners, the
undersigned agrees to participate on behalf of such beneficial owners in
compliance with all relevant provisions of the Plan.
I wish to participate in the American National Bankshares Dividend Reinvestment
Plan on the following basis (select one):
[ ] FULL DIVIDEND REINVESTMENT. I want to reinvest dividends on all
shares of Common Stock now or hereafter registered in my name or held by me in
the Plan by the Plan Agent. I may also make voluntary cash contributions.
[ ] PARTIAL DIVIDEND REINVESTMENT. I want to reinvest dividends on only
______ shares of Common Stock registered in my name. I understand that dividends
on all shares of Common Stock held for me in the Plan by the Plan Agent will be
reinvested. I may also make voluntary cash contributions.
My initial voluntary cash contribution is enclosed:
$___________ (minimum $200, maximum $3,500 per any dividend period per
Participant or beneficial owner on whose behalf a Participant acts). Check or
money order should be made payable to "American National Bankshares Inc."
Please Print or Type:
______________________ SOCIAL SECURITY NUMBER OR TAXPAYER ID NUMBER
______________________________________________ NAME OF PARTICIPANT(S)
(AS IT APPEARS ON YOUR
DIVIDEND CHECK)
- -------------------------- ---------------------------------------------
STREET ADDRESS SIGNATURE
- -------------------------- ----------------------------------------------
CITY STATE ZIP TITLE IF SIGNING IN A REPRESENTATIVE CAPACITY
( ) ____________________ DAYTIME PHONE NUMBER
MAIL TO: AMERICAN NATIONAL BANKSHARES INC., P.O. BOX 191, DANVILLE,
VIRGINIA 24543-0191
10
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14
Other expenses of issuance and distribution.
The following is an estimate of all expenses expected to be incurred by the
Registrant in connection with the issuance and distribution of the securities
registered hereby:
Registration Fees $ 1,697
Federal Taxes --
State Taxes and Fees 1,000
Trustees and Transfer Agents Fees --
Costs of Printing and Engraving 1,000
Legal Fees 15,500
Accounting Fees 5,000
Engineering Fees --
------
TOTAL $24,197
The Company has not paid a premium on any policy obtained in connection with the
offering and sale of the securities registered herein which insures or
indemnifies directors or officers against any liabilities they may incur in
connection with the registration, offering or sale of such securities.
ITEM 15
Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the registrant's
Articles of Incorporation require, indemnification of the registrant's directors
and officers in a variety of circumstances, which may include indemnification
for liabilities under the Securities Act. Under Sections 13.1-697 and 13.1-702
of the Virginia Stock Corporation Act, a Virginia corporation generally is
authorized to indemnify its directors and officers in civil and criminal actions
if they acted in good faith and believed their conduct to be in the best
interests of the corporation and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The registrant's
Articles of Incorporation require indemnification of directors and officers with
respect to certain liabilities, expenses and other amounts imposed upon them by
reason of having been a director or officer, except in the case of willful
misconduct or a knowing violation of criminal law. In addition, the registrant
carries insurance on behalf of directors, officers, employees or agents that may
cover liabilities under the Securities Act. The registrant's Articles of
Incorporation also provide that, to the full extent the Virginia Stock
Corporation Act (as it presently exists or may hereafter be amended) permits the
limitation or elimination of the liability of directors and officers, no
director or officer of the registrant shall be liable to the registrant or its
shareholders for monetary damages with respect to any transaction, occurrence or
course of conduct. Section 13.1-692.1 of the Virginia Stock Corporation Act
presently permits the elimination of liability of directors and officers in any
proceeding brought by or in the right of the registrant or brought by or on
behalf of shareholders of the registrant, except for liability resulting from
such person's having engaged in willful misconduct or a knowing violation of the
criminal law or any federal or state securities law, including, without
limitation, any unlawful insider trading or manipulation of the market for any
security. Sections 13.1-692.1 and 13.1-696 to -704 of the Virginia Stock
Corporation Act are hereby incorporated by reference herein.
II-1
<PAGE>
ITEM 16
Exhibits Filed Pursuant to Item 601 of Regulation S-K.
4.1 Articles of Incorporation, as amended (filed herewith)
4.2 Bylaws, as amended (filed herewith)
5 Opinion of Hunton & Williams (filed herewith)
23.1 Consent of Arthur Andersen LLP (filed herewith)
23.2 Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney (filed herewith)
99 American National Bankshares Inc. Dividend Reinvestment Plan
(filed herewith)
ITEM 17
Undertakings Required by Item 512 of Regulation S-K.
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price
set forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
(b) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
II-2
<PAGE>
(d) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing Form S-3 and has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Danville, Commonwealth of Virginia, on August 19, 1997.
American National Bankshares Inc.
(Registrant)
By: /s/ Charles H. Majors
--------------------------------
Charles H. Majors
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on August __, 1997. Each of the directors and/or officers
of American National Bankshares Inc. whose signature appears below hereby
appoints Charles H. Majors as his attorney-in-fact to sign in his name and
behalf, in any and all capacities stated below and to file with the Commission
any and all amendments, including post-effective amendments to this registration
statement, making such changes in the registration statement as appropriate, and
generally to do all such things in their behalf in their capacities as officers
and directors to enable American National Bankshares Inc. to comply with the
provisions of the Securities Act of 1933, and all requirements of the Securities
and Exchange Commission.
<TABLE>
<CAPTION>
Signature Title
- --------- -----
<S> <C>
/s/ Bill Barker, Jr. Director
- ---------------------------------
Bill Barker, Jr.
/s/ Richard G. Barkhouser Director
- ---------------------------------
Richard G. Barkhouser
/s/ B. Carrington Bidgood Director
- ---------------------------------
B. Carrington Bidgood
/s/ Fred A. Blair Director
- ---------------------------------
Fred A. Blair
/s/ Ben J. Davenport, Jr. Director
- ---------------------------------
Ben J. Davenport, Jr.
/s/ H. Dan Davis Executive Vice President and Director
- ---------------------------------
H. Dan Davis
II-4
<PAGE>
/s/ Lester A. Hudson, Jr. Director
- ---------------------------------
Lester A. Hudson, Jr.
/s/ David Hyler Senior Vice President, Chief Financial Officer,
- ---------------------------------
David Hyler Secretary and Treasurer
/s/ E. Budge Kent, Jr. Senior Vice President, Assistant Secretary and
- --------------------------------- Director
E. Budge Kent, Jr.
Director
- ---------------------------------
Fred B. Leggett, Jr.
/s/ Charles H. Majors President, Chief Executive Officer and Director
- ---------------------------------
Charles H. Majors
/s/ James A. Motley Director
- ---------------------------------
James A. Motley
/s/ Claude B. Owen, Jr. Director
- ---------------------------------
Claude B. Owen, Jr.
Director
- ---------------------------------
Landon R. Wyatt, Jr.
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit Exhibit Index
4.1 Articles of Incorporation, as amended
4.2 Bylaws, as amended
5 Opinion of Hunton & Williams
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Hunton & Williams (included in Exhibit 5)
24 Power of Attorney (located on signature page)
99 American National Bankshares Inc. Dividend Reinvestment Plan
II-6
Exhibit 4.1
AMENDED AND RESTATED
ARTICLES OF INCORPORATION
OF
AMERICAN NATIONAL BANKSHARES INC.
1. Name. The name of the Corporation is
AMERICAN NATIONAL BANKSHARES INC.
2. Purpose. The purpose of the Corporation is to transact any or
all lawful business not required to be specifically stated in these Articles of
Incorporation for which corporations may be incorporated under the Virginia
Stock Corporation Act.
3. Authorized Stock. The Corporation shall have authority to
issue 200,000 shares of Preferred Stock, par value $5 per share, and 10,000,000
shares of Common Stock, par value $1 per share.
A. Preferred Stock. Authority is expressly vested in the Board
of Directors to divide the Preferred Stock into series and, within the following
limitations, to fix and determine the relative rights and preferences of the
shares of any series so established and to provide for the issuance thereof.
Each series shall be so designated as to distinguish the shares thereof from the
shares of all other series and classes. All shares of Preferred Stock shall be
identical except as to the following relative rights and preferences, as to
which there may be variations between different series:
(i) The rate of dividend, the time of payment and the
dates from which dividends shall be cumulative, and the extent
of participation rights, if any;
(ii) Any right to vote with holders of shares of any
other series or class and any right to vote as a class, either
generally or as a condition to specified corporate action;
(iii) The price at and the terms and conditions on
which shares may be redeemed;
(iv) The amount payable upon shares in event of
involuntary liquidation;
(v) The amount payable upon shares in event of
voluntary liquidation;
(vi) Sinking fund provisions for the redemption or
purchase of shares; and
<PAGE>
(vii) The terms and conditions on which shares may be
converted, if the shares of any series are issued with the
privilege of conversion.
Prior to the issuance of any shares of a series of Preferred
Stock, the Board of Directors shall establish such series by adopting a
resolution setting forth the designation and number of shares of the series and
the relative rights and preferences thereof to the extent that variations are
permitted by the provisions hereof.
All series of Preferred Stock shall rank on a parity as to
dividends and assets with all other series according to the respective dividend
rates and mounts distributable upon any voluntary or involuntary liquidation of
the Corporation fixed for each such series and without preference or priority of
any series over any other series; but all shares of Preferred Stock shall be
preferred over shares of Common Stock as to both dividends and mounts
distributable upon any voluntary or involuntary liquidation of the Corporation.
All shares of any one series shall be identical.
B. Common Stock. The holders of Common Stock shall, to the
exclusion of the holders of any other class of stock of the Corporation, have
the sole and full power to vote for the election of directors and for all other
purposes without limitation except only (i) as otherwise provided in the
certificate of serial designation for a particular series of Preferred Stock,
and (ii) as otherwise expressly provided by the then existing statutes of
Virginia. The holders of Common Stock shall have one vote for each share of
Common Stock held by them.
Subject to the provisions of articles of serial designation for each
series of Preferred Stock, the holders of shares of Common Stock shall be
entitled to receive dividends if, when and as declared by the Board of Directors
out of funds legally available therefor and to the net assets remaining after
payment of all liabilities upon any voluntary or involuntary liquidation of the
Corporation.
4. Preemptive Rights. Stockholders of the Corporation shall not
have the preemptive right to acquire unissued shares of any class of the
Corporation.
5. Cumulative Voting. Stockholders of the Corporation shall not
have cumulative voting rights.
6. A. To the full extent that the Virginia Stock
Corporation Act, as it exists on the date hereof or may hereafter be mended,
permits the limitation or elimination of the liability of directors or officers,
a Director or officer of the Corporation shall not be liable to the Corporation
or its stockholders for monetary damages.
B. To the full extent permitted and in the manner
prescribed by the Virginia Stock Corporation Act and any other applicable law,
the Corporation shall indemnify a Director or officer of the Corporation who is
-2-
<PAGE>
or was a party to any proceeding by reason of the fact that he is or was such a
Director or officer or is or was serving at the request of the Corporation as a
director, officer, employee, or agent of another corporation, partnership, joint
venture, trust, employee benefit plan, or other enterprise. The Board of
Directors is hereby empowered, by majority vote of a quorum of disinterested
Directors, to contract in advance to indemnify any Director or officer.
C. The Board of Directors is hereby empowered, by majority
vote of a quorum of disinterested Directors, to cause the Corporation to
indemnify or contract in advance to indemnify any person not specified in
Section B of this Article who was or is a party to any proceeding, by reason of
the fact that he is or was an employee or agent of the Corporation, or is or was
serving at the request of the Corporation as a director, officer, employee, or
agent of another corporation, partnership, joint venture, trust, employee
benefit plan, or other enterprise, to the same extent as if such person were
specified as one to whom indemnification is granted in Section B.
D. The Corporation may purchase and maintain insurance to
indemnify it against the whole or any portion of the liability assumed by it in
accordance with this Article and may also procure insurance, in such amounts as
the Board of Directors may determine, on behalf of any person who is or was a
Director, officer, employee, or agent of the Corporation, or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, employee benefit plan,
or other enterprise, against any liability asserted against or incurred by such
person in any such capacity or arising from his status as such, whether or not
the Corporation would have power to indemnify him against such liability under
the provisions of this Article.
E. In the event there has been a change in the composition of
a majority of the Board of Directors alter the date of the alleged act or
omission with respect to which indemnification is claimed, any determination as
to indemnification and advancement of expenses with respect to any claim for
indemnification made pursuant to Section A of this Article 6 shall be made by
special legal counsel agreed upon by the Board of Directors and the proposed
indemnitee. If the Board of Directors and the proposed indemnitee are unable to
agree upon such special legal counsel, the Board of Directors and the proposed
indemnitee each shall select a nominee, and the nominees shall select such
special legal counsel.
F. The provisions of this Article 6 shall be applicable to all
actions, claims, suits, or proceedings commenced after the adoption hereof,
whether arising from any action taken or failure to act before or after such
adoption. No amendment, modification, or repeal of this Article shall diminish
the rights provided hereby or diminish the right to indemnification with respect
to any claim, issue, or matter in any then pending or subsequent proceeding that
is based in any material respect or any alleged action or failure to act prior
to such amendment, modification, or repeal.
-3-
<PAGE>
G. Reference herein to Directors, officers, employees, or
agents shall include former Directors, officers, employees, and agents and their
respective heirs, executors, and administrators.
7. Registered Office. The Corporation's initial registered office
shall be located in the City of Danville at 628 Main Street, Danville, Virginia
24541. The Corporation's initial registered agent shall be Charles H. Majors,
whose address is the same as the Corporation's registered office and who is a
resident of Virginia and a member of the Virginia State Bar.
8. Directors. The number of Directors shall be as stated in the
Corporation's bylaws but the number of directors set forth in the bylaws cannot
be increased by more than two during any 12-month period except by the
affirmative vote of holders of 80% of all shares of voting stock of the
Corporation. In the absence of a bylaw, the number of Directors shall be three.
The Corporation's initial Board of Directors shall consist of three individuals
whose names and addresses are as follows:
Name Address
---- -------
James A. Motley 175 Acorn Lane
Danville, Virginia 24541
E. Budge Kent, Jr. 292 Dogwood Drive
Danville, Virginia 24541
Charles H. Majors 415 Chadwyck Drive
Danville, Virginia 24541
Commencing with the 1984 Annual Meeting of Stockholders, the Board of Directors
shall be divided into three classes -- Class I, Class II and Class III -- as
nearly equal in number as possible. At the 1984 Annual Meeting of Stockholders,
directors of the first class (Class I) shall be elected to hold office for a
term expiring at the 1985 Annual Meeting of Stockholders; directors of the
second class (Class II) shall be elected to hold office for a term expiring at
the 1986 Annual Meeting of Stockholders; and directors of the third class (Class
III) shall be elected to hold office for a term expiring at the 1987 Annual
Meeting of Stockholders. At each annual meeting of stockholders after 1984, the
successors to the class of directors whose term shall then expire shall be
identified as being of the same class as the directors they succeed and elected
to hold office for a term expiring at the third succeeding annual meeting of
stockholders. When the number of directors is changed, any newly-created
directorships or any decrease in directorships shall be so apportioned among the
classes as to make all classes as nearly equal in number as possible.
Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any vacancy occurring in the Board of Directors, including a
vacancy resulting in an increase by not more than two in the number of
-4-
<PAGE>
directors, may be filled by the affirmative vote of a majority of the remaining
directors though less than a quorum of the Board of Directors, and directors
so.chosen shall hold office for a term expiring at the annual meeting of
stockholders at which the term of the class to which they have been elected
expires. No decrease in the number of directors constituting the Board of
Directors shall shorten the term of any incumbent director.
Subject to the rights of the holders of any series of Preferred Stock
then outstanding, any director may be removed, with or without cause, but only
by the affirmative vote of the holders of at least 80% of the outstanding shares
of Common Stock.
9. Voting Requirements for Certain Business Combinations. (1) The
affirmative vote of the holders of 80% of all shares of stock of the Corporation
entitled to vote on any business combination (as hereinafter defined) considered
for the purposes of this Article 9 as one class (herein called "voting stock"),
shall be required for the adoption or authorization of such business.combination
with any other entity (as hereinafter defined) if, as of the record date for the
determination of stockholders entitled to notice thereof and to vote thereon,
such other entity is the beneficial owner, directly or indirectly, of more than
25% of the voting stock of the Corporation; provided that such 80% voting
requirement shall not be applicable if:
(a) The cash, or fair market value of the property, securities
or other consideration to be received per share by common stockholders
of the Corporation in such business combination:
(i) is not less than the highest per share price
(including brokerage commissions and/or soliciting dealers'
fees) paid by such other entity in acquiring any of its
holdings of the Corporation's Common Stock;
(ii) bears the same or a greater percentage
relationship to the market price of the Corporation's Common
Stock immediately prior to the public announcement of such
business combination as the highest per share price (including
brokerage commissions and/or soliciting dealers' fees) that
such other entity has theretofore paid for any of the shares
of the Corporation's Common Stock already owned by it bears to
the market price of the Common Stock of the Corporation
immediately prior to the public announcement or commencement
of the tender offer or market acquisition of the Corporation's
Common Stock by such other entity; and
(iii) if the public announcement of such business
combination occurs more than one year after the transaction
which resulted in such other entity having a 25% interest, is
not less than the earnings per share of Common Stock of the
Corporation for the four full consecutive fiscal quarters
immediately preceding the record date for solicitation of
votes on such business combination, multiplied by the
price-earnings multiple represented by the price referred to
in paragraph (i) in relation to the earnings per share of
Common Stock of the
-5-
<PAGE>
Corporation for the four full consecutive fiscal quarters
immediately preceding the transaction which resulted in such
other entity having a 25% interest;
(b) After such other entity has acquired a 25% interest and
prior to the consummation of such business combination:
(i) the Corporation's Board of Directors shall have
included at all times representation by continuing director(s)
(as hereinafter defined) proportionate to the voting stock of
the Corporation not held by such other entity (with a
continuing director to occupy any resulting fractional board
position);
(ii) such other entity shall not have acquired any
newly issued or treasury shares of stock, directly or
indirectly, from the Corporation (except upon conversion of
convertible securities acquired by it prior to obtaining a 25%
interest or as a result of a pro rata stock dividend or stock
split); and
(iii) such other entity shall not have acquired any
additional shares of the Corporation's outstanding Common
Stock or securities convertible into Common Stock except as a
part of the transaction which results in such other entity
having a 25% interest;
(c) Such other entity shall not have:
(i) received the benefit, directly or indirectly
(except proportionately as a stockholder) of any loans,
advances, guarantees, pledges or other financial assistance
provided by the Corporation, or
(ii) made any major change in the Corporation's
business or capital structure without the unanimous approval
of the directors, in either case prior to the consummation of
such business combination; and
(d) A proxy statement responsive to the requirements of the
Securities Exchange Act of 1934 shall be mailed to public stockholders
of the Corporation for the purpose of soliciting stockholder approval
of such business combination and shall contain at the front thereof, in
a prominent place, any recommendations as to the advisability (or
inadvisability) of the business combination which the continuing
directors, or any of them, may choose to state and, if deemed advisable
by a majority of the continuing directors, an opinion of a reputable
investment banking firm as to the fairness (or not) of the terms of
such business combination, from the point of view of the remaining
public stockholders of the Corporation (such investment banking firm to
be selected by a majority of the continuing directors and to be paid a
reasonable fee for its services by the Corporation upon receipt of such
opinion).
-6-
<PAGE>
The provisions of this Article 9 shall also apply to a business
combination with any other entity which at any time has been the beneficial
owner, directly or indirectly, of more than 25% of the outstanding shares of
voting stock of the Corporation, notwithstanding the fact that such other entity
has reduced its shareholdings below 25% if, as the record date for the
determination of stockholders entitled to notice of and to vote on the business
combination, such other entity is an "affiliate" of the Corporation (as herder
defined).
(2) For the purposes of this Article 9,
(a) the term "other entity" shall include any corporation,
person or other entity and other entity with which it or its
"affiliate" or "associate" (as defined below) has any agreement,
arrangement or understanding, directly or indirectly, for the purpose
of acquiring, holding, voting or disposing of stock of the Corporation,
or which is its "affiliate" or "associate" as those terms are defined
in Rule 12b-2 of the General Rules and Regulations under the Securities
Exchange Act of 1934 as in effect on January 1, 1984, together with the
successors and assigns of such persons in any transaction or series of
transactions not involving a public offering of the Corporation's stock
within the meaning of the Securities Act of 1933;
(b) another entity shall be deemed to be the beneficial owner
of any shares of stock of the Corporation which the other entity (as
defined above) has the right to acquire pursuant to any agreement, or
upon exercise of conversion rights, warrants or options, or otherwise;
(c) the outstanding shares of any class of stock of the
Corporation shall be deemed to include shares deemed owned through
application of clause (b) above but shall not include any other shares
which may be issuable pursuant to any agreement, or upon exercise of
conversion fights, warrants or options or otherwise;
(d) the term "business combination" shall include (i) any
merger or consolidation of the Corporation or any Subsidiary with or
into any other entity; (ii) any statutory stock exchange for cash,
property, securities or obligations of any other entity; (iii) any
sale, lease, exchange, mortgage, pledge, transfer or other disposition
of all or substantially all of the property and assets of the
Corporation or any Subsidiary to any other entity, (iv) the issuance or
transfer by the Corporation or any Subsidiary of any securities having
an aggregate fair market value greater than $1,000,000; (v) the
adoption of any plan or proposal for the liquidation or dissolution of
the Corporation; or (vi) any reclassification of securities (including
any reverse stock split) or recapitalization of the Corporation, or any
merger or consolidation of the Corporation with any of its
Subsidiaries, or any other transaction which has the effect, directly
or indirectly, of increasing the proportion of any class of securities
of the Corporation or any Subsidiary directly or indirectly owned by
any other entity who, prior to such transaction, owned 00% of the
voting stock of the Corporation;
-7-
<PAGE>
(e) the team "continuing director" shall mean a person who was
a member of the Board of Directors of the Corporation prior to the time
that such other entity acquired in excess of 25% of the voting stock of
the Corporation, or a person designated (whether before or after
election as a director) to be a continuing director by a majority of
continuing directors;
(f) the "fair market value" of property, securities or other
consideration shall be as determined in good faith by the Board of
Directors of the Corporation and concurred in by a majority of
continuing directors;
(g) in the event of a business combination in which the
Corporation is the surviving corporation, the term "other consideration
to be received" as used in paragraph 9(a) shall mean Common Stock of
the Corporation retained by its existing public stockholders;
(h) a "Subsidiary" is any corporation of which a majority of
any class of equity security is owned, directly or indirectly, by the
Corporation.
(3) A majority of the continuing directors shall have the
power and duty to determine for the purposes of this Article 9, on the basis of
information known to them, whether (a) such other entity beneficially owns more
than 25% of the outstanding shares of voting stock of the Corporation, (b)
another entity is an "affiliate" or "associate" of another, (c) another entity
has an agreement, arrangement or understanding with another, or (d) the assets
being acquired by the Corporation, or any subsidiary thereof; have an aggregate
fair market value of less than $1,000,000.
(4) Nothing contained in this Article 9 shall be construed to
relieve any other entity from any fiduciary obligation imposed by law. The
voting requirements of this Article 9 shall be in addition to the voting
requirements imposed by law or other provisions of these Articles of
Incorporation in favor of certain classes of stock.
10. Voting Requirements for Certain Amendments. No amendment to
the Articles of Incorporation of the Corporation shall change, repeal or make
inoperative any of the provisions of Article 5, Article 8 or Article 9, unless
such amendment receives the affirmative vote of the holders of 80% of all shares
of voting stock of the Corporation, provided that this Article 10 shall not
apply to, and such 80% vote shall not be required for, any such amendment
unanimously recommended to the stockholders by the Board of Directors of the
Corporation (a) at a time when no other entity beneficially owns or to the
knowledge of any director proposes to acquire 25% or more of the Corporation's
voting stock, or (b) if all such directors are "continuing directors" within the
meaning of paragraph (2) of Article 9.
11. Voting Requirements for Certain Other Amendments. Except as
expressly otherwise required in these Articles of Incorporation, an amendment or
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restatement of these Articles other than an amendment or restatement that amends
or affects the shareholder vote required by the Virginia Stock Corporation Act
to approve a merger, statutory share exchange, sale of all or substantially all
of the Corporation's assets or the dissolution of the Corporation shall be
approved by a majority of the votes entitled to be cast by each voting group
that is entitled to vote on the matter.
-9-
Exhibit 4.2
BYLAWS OF
AMERICAN NATIONAL BANKSHARES INC.
ARTICLE I
MEETING OF SHAREHOLDERS
Section 1.1 Annual Meeting.
The regular annual meeting of the shareholders of the
Company for the election of directors and for the transaction of such other
business as may properly come before it shall be held at the principal office of
the Company in Danville, Virginia, or at such other place as the Board of
Directors may designate, on the fourth Tuesday in April. Notice of such meeting,
setting forth clearly the time, place and purpose of the meeting, shall be
mailed, postage prepaid, at least ten (10) days before the date thereof,
addressed to each shareholder at his address appearing on the books of the
Company. If, for any reason, an election of those directors whose terms expire
is not made at this meeting, the meeting may be adjourned to a later date for
the purpose or, if this is not done, the Board of Directors shall order an
election to be held on some subsequent day as soon thereafter as practicable,
according to the provisions of law; and notice thereof shall be given in the
manner herein provided for the annual meeting.
Section 1.2 Special Meetings.
Except as otherwise specifically provided by statute,
special meetings of the shareholders may be called for any purpose at any time
by the Board of Directors or by any shareholder at the written request of at
least ten per cent (10%) of the shares entitled to vote at the meeting. Every
such special meeting, unless otherwise provided by law, shall be called by
mailing, postage prepaid, not less than ten (10) days before the date fixed for
such meeting, to each shareholder at his address appearing on the books of the
Company, notice stating the time, place and purpose of the meeting.
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Section 1.3 Record Date for Shareholders Meetings.
Shareholders entitled to notice of the annual meeting or
any special meeting shall be shareholders shown by the records of the Company to
be shareholders fifty (50) days before the date of any such meeting or on such
other date as may be fixed in advance by the Board of Directors, which date
shall not be more than fifty (50) days and not less than ten (10) days before
the date of the shareholders meeting.
Section 1.4 Proxies.
Shareholders may vote at any meeting of the shareholders by
proxies duly authorized in writing. Proxies shall be valid only for one meeting,
to be specified therein, and any adjournments of such meeting.
Section 1.5 Quorum.
At every meeting of shareholders, each shareholder shall be
entitled to cast one vote either in person or by proxy for each share of stock
held by him as shown by the records of the Company fifty (50) days before the
date of the shareholders meeting or held by him on the record date fixed by the
Board of Directors pursuant to Section 1.3 hereof upon any matter coming before
the meeting except as otherwise expressly provided by these bylaws. A majority
of the outstanding stock, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders unless otherwise provided by law; but less
than quorum may adjourn a meeting from time to time, and the meeting may be
held, as adjourned, without further notice.
Section 1.6 Judges of Elections.
Every election of directors shall be managed by three
judges, who shall be appointed from among the shareholders by the Board of
Directors. The judges of election shall hold and conduct the election at which
they are appointed to serve; and, after the election, they shall file with the
Secretary a certificate under their hands, certifying the result thereof and the
names of the directors elected. The judges of election, at the request of the
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Chairman of the meeting, shall act as tellers of any other vote by ballot taken
at such meeting, and shall certify the result thereof.
ARTICLE II
DIRECTORS
Section 2.1 Authority of Directors.
The Board of Directors (referred to in these bylaws as
the "Board") shall have power to manage and administer the business and affairs
of the Company. Except as expressly limited by law, all corporate powers of the
Company shall be vested in and may be exercised by the Board, but the Board may
delegate powers as provided in these bylaws.
Section 2.2 Number.
The Board of Directors shall consist of thirteen (13)
shareholders.
Section 2.3 Regular Meetings.
Regular meetings of the Board of Directors shall be held,
without notice, at the principal office of the Company on the third Tuesday of
each month or on such other day or at such other place as the Board may
previously designate. When any regular meeting of the Board falls upon a
holiday, the meeting shall be held on the next business day unless the Board
shall designate some other day.
Section 2.4 Organization Meeting.
If possible, the Board shall meet on the same day of the
annual meeting of shareholders for the purpose of organizing the new Board and
for the purpose of electing officers of the Company for the succeeding year, but
in any event, the new Board shall be organized and officers elected no later
than the next regular meeting of the Board.
Section 2.5 Special Meeting.
Special meetings of the Board may be called by the
Chairman of the Board or the President, or at the request of three or more
directors upon not less than two days' notice. Each director shall be given
notice stating the time, place and purpose of a special meeting. Notice may be
given in writing or in person or by telegraph.
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Section 2.6 Quorum.
At any meeting of the Board; a majority of the Board
shall constitute a quorum. Less than a quorum may adjourn any meeting from time
to time, and the meeting may be held as adjourned without further notice. In the
event of the death or disability of directors by reason of war or other
catastrophe, reducing the total Board to less than that required for a quorum, a
majority of the remaining Board shall constitute a quorum.
Section 2.7 Waiver of Notice.
Any director may in writing waive notice of any regular
or special meeting at any time before or after the holding thereof.
Section 2.8 Vacancies.
When any vacancy occurs among the directors, the
remaining members of the Board may appoint a director to fill such vacancy at
any regular meeting of the Board or at any special meeting called for that
purpose. Any directorships not filled by the shareholders shall be treated as
vacancies to be filled by and in the discretion of the Board.
Section 2.9 Qualification of Directors.
No person shall be elected a director who is not the
owner and holder in his own name, unpledged and unencumbered in any way, of
shares of stock of the Company having a par value or market value of not less
than One Thousand Dollars ($1,000).
Section 2.10 Committees.
The Board may appoint such committees from time to time
as the Board deems proper for the management of the business and affairs of the
Company, and the Board may delegate to the President the appointment of other
committees which the Board deems necessary for the direction of the business and
affairs of the Company.
Section 2.11 Declaration of Dividends.
The Board may, in its discretion, from time to time
declare dividends as permitted by law. Such dividends may be
payable in money, stock of the Company, or in other assets of the
Company. The Directors may fix a date not exceeding thirty (30)
days preceding the date fixed for the payment of any dividend as
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the record date for the determination of shareholders entitled to receive
payment of any dividend, provided the record date shall be not less than seven
(7) days after the date on which the dividend is declared; and only shareholders
of record on the date so fixed shall be entitled to receive such dividend
notwithstanding any transfer of shares on the books of the Company after any
record date so fixed.
ARTICLE III
OFFICERS
Section 3.1 Officers to be Elected by the Board.
The Board of Directors shall annually elect the following
officers: a President, a Secretary, and a Treasurer.
The Directors may annually elect one or more Vice
President, Senior Vice Presidents, and Executive Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, one or more
Assistant Treasurers, and such other officers as the Board may think necessary
or desirable.
The President shall be a director. Other officers may, but
need not be directors. Any two offices not inconsistent with each other may be
held by the same person, except no person may serve as both President and
Secretary.
Section 3.2 Term.
Unless otherwise specified, each officer shall be elected for
a term of one year but shall continue to hold office thereafter until his
successor is elected or until he resigns, retires, or is removed from office.
Section 3.3 Salaries.
The salaries and other compensation of officers shall be fixed
by the Board or by such person or persons to whom the power to fix compensation
has been delegated.
Section 3.4 President.
The President shall be the Chief Executive Officer of the
Company and shall have and may exercise all of the powers and duties customarily
performed and exercised by the chief executive officer of a corporation by
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whatever name called. He shall have and may exercise such further powers and
duties as from time to time may be conferred upon, or assigned to, him by the
Board. He shall be a member ex officio of all regular and special committees of
the Board. He shall act as chairman of the Board and shall preside at all
meetings of the Board and meetings of shareholders. Any reference to the
"Chairman of the Board" contained in the Articles of Incorporation or these
bylaws shall be deemed a reference to the President.
It shall be the duty of the President to make a report of the
Company's condition to the shareholders at their annual meeting. Unless the
Board shall otherwise direct by resolution, the President shall vote the shares
of all securities held by the Company.
Section 3.5 Vice Presidents.
Vice Presidents may be designated as Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, and Assistant Vice
Presidents. The Board may annually elect such number of each designation as it
may deem proper. Executive Vice Presidents, Senior Vice Presidents, Vice
Presidents and Assistant Vice Presidents shall have such responsibilities and
duties as shall be specifically assigned to them by the Board or, in the absence
of such specific assignment of duties by the Board, they shall have such
responsibilities and duties as shall be assigned to them by the President.
Section 3.6 Secretary.
The Secretary shall act as secretary at all meetings of
the shareholders and at all meetings of the Board. He shall issue notices for
such meetings in accordance with the requirements of the Bylaws. He shall have
custody of the corporate seal and, upon request of the President, shall attest
any instrument relating to real or personal property and perform such other
duties as from time to time shall be assigned to him by the Board or by the
President.
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Section 3.7 Assistant Secretaries.
Each Assistant Secretary shall perform such duties as
shall be assigned to him by the Board or by the President and, in the absence or
disability of the Secretary, one or more of the Assistant Secretaries designated
by the President shall have all of the powers and perform all of the duties of
the Secretary.
Section 3.8 Treasurer.
The Treasurer shall have such responsibilities and duties as
shall be assigned to him by the Board or by the President.
Section 3.9 Assistant Treasurers.
An Assistant Treasurer shall have such responsibilities
and duties as shall be assigned to him by the Board or by the
President.
ARTICLE IV
STOCK AND STOCK CERTIFICATES
Section 4.1 Certificates.
The shares of stock of the Company shall be represented
by certificates signed by the President or a Vice President and the Secretary or
an Assistant Secretary, manually or by facsimile, and shall bear the seal of the
Company or a printed or engraved facsimile or the seal, shall be in such form as
the Board may prescribe, and shall be issued for one or more full shares only.
Section 4.2 Transfer.
Shares of stock shall be transferable on the books of the
Company by the holder or by an attorney or legal representative thereof duly
authorized by a power of attorney filed with the Company and upon surrender of
the stock certificate or certificates for such shares properly endorsed.
Section 4.3 Address of Shareholders.
Every shareholder shall keep the Company advised of his
mailing address. The Company may rely upon its shareholder records as to the
mailing address of any shareholder unless and until otherwise advised in
writing.
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Section 4.4 Lost Certificates.
The holder of any shares of stock of this Company, the
certificate or certificates for which shall have been lost or destroyed, shall
immediately notify the Company for such fact. A new certificate or certificates
may be issued upon satisfactory proof of the loss or destruction of the old
certificate, and the Company may require a bond which shall be in such sum,
contain such terms and provisions, and have such surety or sureties as the
Company may require.
ARTICLE V
SEAL
Section 5.1 Form.
The seal of the Company shall consist of the words
"American National Bankshares Inc." in concentric circles with the work "Seal"
appearing in the inner circle, and shall be in the form impressed hereon.
Section 5.2 Use of Seal.
The seal may be affixed to any document by the Secretary,
any Assistant Secretary, or other person specifically authorized by
the Board or the President.
ARTICLE VI
FISCAL YEAR
Section 6.1 Fiscal Year.
The fiscal year of the Company shall be the calendar
year.
ARTICLE VII
BYLAWS
Section 7.1 Amendments.
The bylaws may be amended, altered or repealed either by
the shareholders at any regular meeting of the shareholders or at any special
meeting called for that purpose or by an affirmative vote of a majority of the
Board at any regular or special meeting, and the authority of the Board shall
include the authority to amend, alter or repeal any bylaw adopted by the
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shareholders unless the shareholders with respect to any specific bylaw shall
limit the power of the Board to amend or repeal any such specific bylaw.
Section 7.2 Inspection.
A copy of the bylaws with all amendments thereto shall be
kept in the custody of the Secretary at the principal office of the Company and
shall be open for inspection to all shareholders during normal business hours.
9
Exhibit 5
HUNTON & WILLIAMS
951 East Byrd Street
Riverfront Plaza, East Tower
Richmond, VA 23219
FILE NO.: 36569.8
August 20, 1997
Board of Directors
American National Bankshares Inc.
628 Main Street
Danville, Virginia 24543
Registration Statement on Form S-3
American National Bankshares Inc.
Dividend Reinvestment Plan
Gentlemen:
We are acting as counsel for American National Bankshares Inc. (the
"Company") in connection with its registration under the Securities Act of 1933
of 200,000 shares of its common stock (the "Shares") which are proposed to be
offered and sold as described in the Company's Registration Statement on Form
S-3 for the Company's Dividend Reinvestment Plan (the "Registration Statement")
to be filed with the Securities and Exchange Commission (the "Commission") on
August 20, 1997.
In rendering this opinion, we have relied upon, among other things, our
examination of such records of the Company and certificates of its officers and
of public officials as we have deemed necessary.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and
in good standing under the laws of the Commonwealth of Virginia.
2. Although the Dividend Reinvestment Plan does not currently provide
for the issuance and sale of the Shares by the Company, should the Dividend
Reinvestment Plan be amended in the future to provide for such sale, after
appropriate authorization by the Board of Directors of the Company of the issue
and sale of the Shares and a good faith determination by the Board of Directors
that the consideration to be received therefor is adequate, upon issuance and
sale of the Shares under the terms of the Dividend Reinvestment Plan as amended
<PAGE>
Board of Directors
August 20, 1997
Page 2
and receipt by thet Company of full payment therefor in accordance with the
corporate authorization, the Shares will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion with the Commission as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Hunton & Williams
06193/08184
Exhibit 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 15, 1997,
included in American National Bankshares Inc.'s Form 10-K for the year ended
December 31, 1996 and to all references to our firm included in this
registration statement.
Greensboro, North Carolina Arthur Andersen LLP
August 18, 1997
Exhibit 99
AMERICAN NATIONAL BANKSHARES INC.
DIVIDEND REINVESTMENT PLAN
DESCRIPTION, TERMS AND CONDITIONS
1. PURPOSE OF THE PLAN
The purpose of this Dividend Reinvestment Plan (the "Plan") is to provide the
participating shareholders of American National Bankshares Inc. (the "Company")
with a convenient method of investing cash dividends and voluntary cash
contributions in additional shares of the common stock of the Company at a cost
representing a savings over that available in normal market purchases.
2. DEFINITIONS.
For purposes of the Plan, the following words or phrases shall have meanings
assigned to them below:
(a) "Bank" shall mean American National Bank and Trust Company.
(b) "Common Stock" shall mean the $1.00 par value Common Stock of the
Company.
(c) "Company" shall mean American National Bankshares Inc.
(d) "Dividend Reinvestment Committee" shall mean the committee so
designated by the Board of Directors of the Company. The Dividend Reinvestment
Committee shall be composed of at least three (3) persons, two of whom shall be
the chief executive officer of the Company and an officer of the Plan Agent.
(e) "Employee" shall mean an employee of the Bank or the Company.
(f) "Fair Market Value" shall mean the value of the Common Stock
determined by the Dividend Reinvestment Committee as follows:
(i) During such time as the Common Stock is listed on an
established stock exchange or exchanges, the fair market value shall be deemed
to be the closing price of the Common Stock on the stock exchange(s) on the
applicable date or, if no sale of the Common Stock has been made on any exchange
on that day, the fair market value shall be determined by reference to such
prices on the next preceding day on which Common Stock was traded.
(ii) During such time as the Common Stock is not listed on an
established stock exchange but is listed in the National Association of
Securities Dealers Automated Quotation System (NASDAQ) National Market System,
the fair market value per share shall be the average of the highest and lowest
trading prices for the Common Stock on the
<PAGE>
applicable date or, if no trade of Common Stock occurred on that day, the fair
market value shall be determined by reference to such price on the next
preceding day on which the Common Stock was traded.
(iii) During such time as the Common Stock is not listed on an
established stock exchange or on the NASDAQ National Market System but is quoted
by NASDAQ, the fair market value per share shall be the average of the closing
dealer "bid" and "ask" prices for the Common Stock, as quoted by NASDAQ for the
applicable day or, if no "bid" and "ask" prices are quoted for that day, the
fair market value shall be determined by reference to such prices on the next
preceding day on which such prices were quoted.
(iv) During such time as the Common Stock is not listed on an
established stock exchange or quoted by NASDAQ, the fair market value per share
shall be the average of the lowest "bid" and highest "ask" quotations of the
Common Stock on the applicable date, as reported by one or more brokerage firms
which then make a market in the Common Stock or, in the absence of either a
"bid" or "ask" quotation, the quotation (or average of the quotations, if
several) reported on the applicable date, whether "bid" or "ask".
(v) In the event the Common Stock is not traded on an
established stock exchange or quoted by NASDAQ and no "bid" and "ask" prices are
available or if, in the determination of the Dividend Reinvestment Committee,
the value determined pursuant to subparagraph (iv) above does not accurately
reflect the fair market value of the Common Stock, the fair market value of the
Common Stock shall be as determined in good faith by the Dividend Reinvestment
Committee.
(g) "Investment Dates" shall mean the date a dividend is actually paid
by the Company.
(h) "Participant" shall mean a holder of Common Stock of the Company
who has elected to participate in the Plan by delivering an executed Participant
Card to the Plan Agent.
(i) "Participant Card" shall mean the card or other document designated
by the Plan Agent as the required evidence of a shareholder's election to
participate in the Plan.
(j) "Payroll Deduction Authorization Form" shall mean the form or other
document designated by the Plan Agent as the required evidence of an Employee's
election to make voluntary cash contributions through an automatic payroll
deduction mechanism.
(k) "Plan Agent" shall mean the Company, and shall also mean any other
entity to which the Company has delegated all or any part of its
responsibilities hereunder, with the exception of purchasing Plan Shares
pursuant to the Plan.
(l) "Plan Shares" shall mean shares of Common Stock that have been
purchased by a Participant under the Plan and which are held by the Plan Agent
in a custodial account.
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(m) "Purchasing Agent" shall mean the entity designated by the Plan
Agent to purchase Plan Shares for the Participants.
(n) "Record Date" shall mean the date on which a person must be
registered as a shareholder on the stock books of the Company in order to
receive a dividend.
3. ADMINISTRATION
The Plan shall be administered by the Company, however, the purchase of Plan
Shares will be delegated to an unaffiliated third party (the "Purchasing
Agent"). The initial Purchasing Agent shall be Scott & Stringfellow, Inc. All
Plan Shares will be registered in the name of the Plan Agent (or its nominee) as
agent for the Participants. The Plan Shares will be credited to the accounts of
the respective Participants as their interest may appear.
4. PARTICIPATION
Subject to the provisions of Sections 4, 5, and 17 herein, all holders of record
of the Common Stock of the Company are eligible to participate in the Plan. A
beneficial owner whose shares are registered in a name other than his own must
become a shareholder of record by having all or a part of such shares
transferred into his own name or arrange for the holder of record of such shares
to enroll in the Plan by submitting a Participant Card to the Plan Agent in
order to participate in the Plan.
The Company reserves the right not to offer participation in the Plan to those
holders of record who reside in jurisdictions which require registration of the
Plan with the securities commission of that jurisdiction.
5. ENROLLMENT
A shareholder of record may enroll in the Plan at any time, unless (a) the Plan
Agent or the Purchasing Agent has reason to believe that such enrollment is not,
at such time, permitted under the laws of the jurisdiction in which such
shareholder resides or under the laws of the United States, or (b) the Plan is
suspended or terminated as hereinafter provided, by completing and signing a
Participant Card and returning it to the Plan Agent. If a Participant Card
requesting reinvestment of dividends is received by the Plan Agent on or before
the Record Date established for a particular dividend, reinvestment will
commence with that dividend. If a Participant Card is received from a
shareholder after the Record Date established for a particular dividend, the
reinvestment of dividends will begin on the Investment Date following the next
Record Date if the shareholder is still a holder of record. A shareholder who
elects to enroll in the Plan may participate with respect to some, but not all
shares of Common Stock owned of record by that shareholder. Once a shareholder
has enrolled in the Plan, his participation continues with respect to his
participating shares until terminated by such shareholder or by the Company
pursuant to the terms of the Plan.
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6. VOLUNTARY CASH CONTRIBUTIONS
Each Participant may make voluntary cash contributions to the Plan of not less
than $200 nor more than $3,500 during any single dividend period. Participants
need not invest the same amounts during each dividend period. Participants are
under no obligation to make any cash contributions.
A voluntary cash contribution shall be made by forwarding a check or money
order, payable to the Plan Agent, with a completed Participant Card when
enrolling, or thereafter, accompanied by the transmittal form for mailing
voluntary cash contributions that will be included with each statement of
account furnished to Participants pursuant to Section 11. Employees may make
voluntary cash contributions by completing a Payroll Deduction Authorization
Form and returning it to the Plan Agent. The Purchasing Agent will apply each
voluntary cash contribution received from a Participant before a Record Date to
the purchase of Common Stock for the account of that Participant on the next
Investment Date. A voluntary cash contribution will not be deemed to have been
made by a Participant or received by the Purchasing Agent until the funds
contributed are actually collected.
Interest will not be paid on voluntary cash contributions. Voluntary cash
contributions will be returned to a Participant upon written request to the Plan
Agent, provided that the request is received not later than 48 hours prior to
the next scheduled Record Date.
7. PURCHASES
On each Investment Date, the Company will pay to the Purchasing Agent the total
amount of dividends payable on each Participant's shares of Common Stock
enrolled in the Plan (including Plan Shares) and, except as otherwise directed
by the Company, the Purchasing Agent shall use that amount, in addition to the
Participant's voluntary cash contributions, if any, to purchase Common Stock in
the open market for the account of the Participant.
Purchases will be made as soon as possible after the applicable Investment Date,
but not more than 30 days after such date. The purchase price to a Participant
of Common Stock purchased in the open market will be the cost (excluding
brokerage commissions) to the Purchasing Agent of such purchases. No Common
Stock will be allocated to a Participant's account until the date on which the
Purchasing Agent has purchased sufficient shares of Common Stock to cover
purchases for all Participants in the Plan. If purchases occur at different
prices, the purchase price per share of Common Stock to all Participants will be
based upon the average of the prices of all shares of Common Stock purchased.
Each Participant's account will be credited with the number of whole and
fractional shares (calculated to four (4) decimal places) equal to the amount to
be invested divided by the applicable purchase price.
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8. TEMPORARY CURTAILMENT OF PURCHASES OR SALES
Temporary curtailment or suspension of purchases or sales of shares may be made
at any time when such purchases or sales would, in the judgment of the Plan
Agent, contravene or be restricted by applicable regulations, interpretations or
orders of the Securities and Exchange Commission, or any other governmental
commission, agency or instrumentality, of any court or securities exchange or of
the National Association of Securities Dealers, Inc. The Plan Agent shall not be
accountable or otherwise liable for failure to make purchases or sales at such
times.
9. DIVIDENDS
As record holder of the Plan Shares held in Participants' Accounts under the
Plan, the Plan Agent will receive dividends on all Plan Shares held on each
dividend Record Date, will credit such dividends to Participants' accounts on
the basis of whole or fractional shares held in each account and will
automatically reinvest these dividends in the Common Stock of the Company.
10. COSTS
Participants will be charged the actual cost (excluding brokerage commissions,
which shall be paid by the Company) of all Common Stock purchased in the open
market. All costs of administration of the Plan will be borne by the Company;
however, a reasonable service charge may be assessed at the time of a
Participant's withdrawal from the Plan or at any time a share certificate is
requested by a Participant.
11. REPORTS TO PARTICIPANTS
As soon as practicable after completion of each investment on behalf of a
Participant, the Plan Agent will mail to such Participant a statement of account
showing (i) the amount of the dividend and voluntary cash contribution, if any,
applied toward such investment, (ii) the taxes withheld, if any, (iii) the net
amount invested, (iv) the number of shares purchased, (v) the average cost per
share, (vi) the total shares accumulated under the Plan, computed to four
decimal places, (vii) the cost basis of whole and fractional shares purchased
and (viii) the date of purchase. Each Participant will receive annually Internal
Revenue Service Form 1099, or any successor form, reporting dividend income
received.
12. VOTING OF SHARES
For each meeting of shareholders, the Plan Agent will forward a proxy to each
Participant, and will vote the whole Plan Shares in the Participant's account in
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accordance with the instructions received from the Participant. Fractional
shares will not be voted. The Plan Shares of a Participant who does not return a
proxy will not be voted.
13. CERTIFICATES FOR SHARES
All Plan Shares will be registered in the name of the Plan Agent or its nominee,
as agent for the Participants. Certificates for Plan Shares will not be issued
to Participants unless requested in writing. Certificates for any number of
whole Plan Shares will be issued to a Participant within 15 days of a written
request to the Plan Agent signed by the Participant. A reasonable fee may be
charged for each certificate requested. Any remaining whole or fractional Plan
Shares will continue to be held by the Plan Agent as the agent for the
Participant. Certificates for fractional shares will not be issued under any
circumstances.
14. TERMINATION OF ACCOUNT AND WITHDRAWALS
A Participant may terminate his account not less than 15 days prior to any
Investment Date by giving written notice of termination to the Plan Agent. Any
notice received less than 15 days prior to an Investment Date shall not be
effective until dividends and other accumulated funds, if any, have been
invested and credited to his account. The Plan Agent may terminate any account
by written notice to the Participant.
Within a reasonable time after termination, the Plan Agent will deliver to the
Participant (i) a certificate for all whole Plan Shares held under the Plan,
(ii) a check for any uninvested dividends and voluntary cash contributions, and
(iii) a check in lieu of the issuance of a fractional share equal to the
fractional Plan Share multiplied by the fair market value per share of the
Common Stock on the date of termination. The Participant shall have no right to
draw checks or drafts against his account or to give instructions to the Plan
Agent with respect to any Plan Shares or cash held in the Participant's account
except as expressly provided in the Plan. The Participant may be charged a
reasonable fee for issuance of the certificate.
As an alternative, upon termination of participation in the Plan, a Participant
may request in writing that any number of whole shares credited to the
Participant's account be sold by the Plan Agent. The Plan Agent shall have the
right to require that the Participant's signature on such request be guaranteed
by an eligible guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an approved signature guaranty
medallion program). When a request to sell whole shares for a Participant's
account has been received, such shares will be sold by the Plan Agent, and the
Participant will receive a check for the proceeds of the sale, less any
brokerage fees and commissions, the applicable withdrawal fee and any transfer
taxes. Sales may be made on any securities exchange on which the shares are
traded or listed for trading, in the over-the-counter market or in negotiated
transactions and on such terms as to price, delivery and otherwise as the Plan
Agent may, in its sole and absolute discretion, determine. Any such sale shall
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be made within five business days following the receipt of the Participant's
written request to sell such shares, unless sales are curtailed or suspended in
accordance with Section 8.
Such request can apply only to authorization for sale and not as to the price,
terms or timing of such sale.
15. DISPOSITION OF SHARES
After receipt of notice that a Participant has disposed of all shares of Common
Stock registered in his name, the Plan Agent will request instructions from the
Participant as to the disposition he wishes to be made of shares in his Dividend
Reinvestment Account. If the Plan Agent is unable to obtain instructions within
30 days after the mailing of such request, it may terminate the account and have
a certificate issued and delivered for all full shares in the plan together with
cash for any fractional interest in a share at the current fair market value, or
it may, at its discretion, continue to reinvest the dividends until otherwise
instructed.
16. STOCK DIVIDENDS; STOCK SPLITS; RIGHTS OFFERINGS
Any stock dividends or split shares distributed by the Company with respect to
the Plan Shares of a Participant will be added to his account with the Plan
Agent as additional Plan Shares. Stock dividends or split shares distributed
with respect to shares of Common Stock registered in a Participant's name will
be mailed directly to the Participant in the same manner as to shareholders who
do not participate in the Plan.
In the event of a rights offering by the Company, the Plan Agent may either sell
all rights received with respect to Plan Shares held of record by the Plan Agent
as custodian, or, in its discretion, may distribute rights to Participants. If
the Plan Agent sells all rights received with respect to Plan Shares, the Plan
Agent will invest the proceeds of such sales in additional shares of Common
Stock, which will be retained by the Plan Agent as custodian and credited
proportionately to the accounts of the Participants. Participants who wish to
exercise rights with respect to Plan Shares must request the Plan Agent to
forward a share certificate to the Participant as provided in Section 13 of the
Plan. Such request must be made prior to the Record Date for exercising such
rights. Rights on shares of Common Stock registered in the name of a Participant
will be mailed directly to the Participant.
17. AMENDMENT OR DISCONTINUANCE OF THE PLAN
The Company may amend, supplement, suspend, modify or terminate the Plan at any
time without the approval of the Participants. Thirty (30) days' notice of any
suspension or material amendment shall be sent to all Participants, who shall in
all events have the right to withdraw from the Plan.
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18. INTERPRETATION OF THE PLAN
Any question of interpretation arising under the Plan will be determined by the
Board of Directors of the Company pursuant to applicable federal and state law
and the rules and regulations of all regulatory authorities, and such
determination shall be final and binding on all Participants.
19. NOTICES
All communications with or notices to the Participants may be given by letter
addressed to the Participant at the Participant's last address of record with
the Company. The Participant agrees to give prompt written notice to the Company
of any change of address.
All communications with or notices required to be given to the Plan Agent should
be addressed to:
IF MAILED:
American National Bankshares Inc.
P. O. Box 191
Danville, Virginia 24543-0191
Attention: President and Chief Executive Officer
IF DELIVERED:
American National Bankshares Inc.
628 Main Street
Danville, Virginia 24541
Attention: President and Chief Executive Officer
Additional Participant Cards may be requested and inquiries made about the Plan
by writing to the mailing address shown above or by calling the Plan Agent at
(804) 792-5111.
In the event of any change in or substitution of the Plan Agent, a notice of the
new Plan Agent's address and telephone number shall be sent to all participants
and this Section 19 shall be amended accordingly.
20. DUTIES AND RESPONSIBILITIES
Neither the Company, the Plan Agent nor its nominees shall have any
responsibility beyond the exercise of ordinary care for any action taken or
omitted pursuant to the Plan, nor shall they have any duties, responsibilities
or liabilities except such as are expressly set forth herein. Neither the
Company nor the Plan Agent shall be liable for any act done in good faith, or
for any good faith omission to act, including, without limitation, any claims of
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liability (a) with respect to the time or prices at which Common Stock is
purchased or sold for a Participant's account, or any inability to purchase or
sell Common Stock, for any reason, (b) for any fluctuation in the market value
after purchase or sale of Common Stock, or (c) arising out of failure to
terminate the Participant's account upon the Participant's death prior to
receipt of notice in writing of his or her death.
21. GOVERNING LAW
This Plan is governed by the laws of the Commonwealth of Virginia.
22. NO TERMINATION BY OPERATION OF LAW
The delivery by a Participant of a signed Participant Card to the Plan Agent
shall constitute an irrevocable appointment of the Plan Agent as such
Participant's agent, which appointment can be terminated by terminating such
Participant's account in the manner provided in Section 14. The authority
conferred by the Participant Card shall not be terminated by operation of law,
whether by the death or incapacity of the Participant, the termination of any
trust, the dissolution of any corporation or the occurrence of any other event.
23. GENDER AND NUMBER
Except when otherwise indicated by the context, the masculine gender shall also
include the feminine gender, and the definition of any term herein in the
singular shall also include the plural.
24. EFFECTIVE DATE
The effective date of the plan is as of August 20, 1997.
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