As filed with the Securities and Exchange Commission on April 25,
1997
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of
1934)
(Amendment No. 1)
AMERICAN NATIONAL BANKSHARES INC.
(Name of Issuer)
AMERICAN NATIONAL BANKSHARES INC.
(Name of Person(s) Filing Statement)
Common Stock, $1.00 Par Value Per Share
(Title of Class of Securities)
027745108
(CUSIP Number of Class of Securities)
Charles H. Majors
President and Chief Executive Officer
AMERICAN NATIONAL BANKSHARES INC.
P. O. Box 191
628 Main Street
Danville, Virginia 24543-0191
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
Copies to:
Kenneth J. Alcott, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
April 9, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of filing fee
$6,750,000 $1,350
*Calculated solely for the purpose of determining the filing fee,
based upon the purchase of 250,000 shares at $27.00 per share.
X Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the offsetting
fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the
date of its filing.
Amount Previously Paid:N/A Filing Party:N/A
Form or Registration No.:N/A Date Filed:N/A
<PAGE>
This Issuer Tender Offer Statement on Schedule 13E-4, dated
as of April 9, 1997, relating to the offer by American National
Bankshares Inc. (the "Company") to purchase 250,000 shares (or
such lesser number of shares as are properly tendered) of its
common stock, par value $1.00 per share (the "Shares"), at prices
not in excess of $27.00 nor less than $25.00 net per Share in
cash upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated April 9, 1997, and in the related
Letter of Transmittal, which together constitute the "Offer", is
hereby amended to incorporate the information included in the
exhibits referred to below.
Item 9. Material to be Filed as Exhibits.
(a)(8) Form of The Carson Medlin Company analyst's report
relating to the Company.
(9) Form of Letter to Shareholders of the Company
transmitting The Carson Medlin Company analyst's
report.
SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
April 25, 1997 AMERICAN NATIONAL BANKSHARES INC.
By: /s/ Charles H. Majors
Name:Charles H. Majors
Title:President and Chief
Executive Officer
<PAGE>
EXHIBIT INDEX
Exhibit No.
(a)(8) Form of The Carson Medlin Company analyst's report
relating to the Company.
(9) Form of Letter to Shareholders transmitting The
Carson Medlin Company analyst's report.
Exhibit (a)(8)
COMMUNITY BANK BULLETIN THE CARSON
MEDLIN COMPANY
AMERICAN NATIONAL BANKSHARES INC.
Danville, Virginia
OTC Bulletin Board: AMNB March 12, 1997
Current Price
(3/11/97) $24.75 52 Week Price Range $23.25-28.88
1996 EPS $ 1.54 Price/Earnings - 1996 16.1X
1996 EPS $ 1.82 Price/Earnings - 1996 13.6X
(operating) (operating)
Book Value (12/31/96)$15.92 Price/Book 155%
Annual Dividend $ 0.72 Dividend Yield 2.9%
Shares Outstanding 3,279,798 Market Capitalization $81.2 million
CORPORATE OVERVIEW
American National Bankshares Inc. is the holding company for
American National Bank, a $440 million asset, eleven office
institution headquartered in Danville, Virginia. Since August of
1995, the Company has successfully completed two branch
acquisitions and acquired the $85 million Mutual Savings Bank in
Danville. To leverage off Mutual's strength in residential real
estate lending, in late 1996 the Company created Mutual Mortgage
of the Piedmont, Inc., a mortgage banking subsidiary. With a
marketable stock, over $52 million in stockholders' equity, and
an experienced market driven management, the Company is well
positioned to continue to opportunistically fill in and expand
the bank's franchise.
RECENT FINANCIAL PERFORMANCE
For the year ended December 31, 1996, the Company reported
earnings from operations (before extraordinary items of
$5,935,000, 15% higher than the $5,156,000 in 1995. Earnings per
share from operations increased 14% from $1.60 in 1995 to $1.82
in 1996. Excluding nonrecurring items, the Company's return on
assets was 1.46% and the return on equity was 11.9% for 1996.
After extraordinary items in 1996, including merger-related
expenses for the Mutual Savings acquisition and the one-time
assessment for recapitalization of the SAIF Deposit Insurance
Fund, the Company earned $5,032,000 or $1.54 per share.
The strength of the Company's earnings has been masked to an
extent by the noncash expense required to amortize the core
deposit intangibles, which resulted from the branch acquisitions
and reflects the premium paid to acquire the deposits. While the
value of the franchise should actually increase with time and
with good management, accounting rules require the amortization
of intangible assets, which reduces reported earnings. At year
end, the Company had $4.1 million (net) in core deposit
intangibles, which were being amortized over ten years. This
expense is a drag on reported earnings, but has, in our opinion,
little or no impact on the true economic profits of the Company.
Amortization expense for 1996 was $318,000. The Company's EPS,
ROA and ROE (from operations) would have been $1.91, 1.54% and
12.6%, respectively without the amortization expense rather than
$1.82, 1.46% and 11.9%.
HIGHLIGHTS
- - 1996 operating earnings up 15.1% to a record $5.9 million
- - Acquisition of Yanceyville, NC branch makes AMNB a
multi-state bank
- - Mortgage banking subsidiary, Mutual Mortgage of the
Piedmont, Inc., begins operations
- - Total assets up 74% in two years to $440 million
- - At 155% of book and 13.6X operating earnings, AMNB sells
below the current community bank average
Shares traded by:
J.C. Bradford & Co.
Scott & Stringfellow, Inc.
Wheat First Butcher Singer
Baird, Patrick & Co., Inc.
Monroe Securities, Inc.
Ryan, Beck & Co.
<TABLE>
American National Bankshares Inc. Table 1
Long Term Financial Performance*
<CAPTION>
($000's except per Year Ending December 31
share data) 1996 1995 1995 1993 1992
<S> <C> <C> <C> <C> <C>
Total Assets $440,158 $388,479 $337,355 $327,908 $321,966
Loans, net 233,509 212,684 188,034 177,130 170,756
Deposits 361,983 327,342 282,791 283,322 279,936
Repurchase
Agreement
funding 15,059 9,572 6,105 0 0
Stockholders'
Equity 52,218 48,912 45,045 42,815 39,706
Net Income 5,032 5,016 4,509 4,565 4,547
Net Income,
adjusted (a) 5,935 5,156 4,509 4,565 4,547
Earnings per
share $1.54 $1.56 $1.40 $1.42 $1.41
Earnings per
share,
adjusted (a) $1.82 $1.60 $1.40 $1.42 $1.41
Dividends per
share $0.69 $0.56 $0.75 $0.47 $0.66
Book Value
per share $15.92 $15.22 $14.02 $13.32 $12.36
ROAA 1.24% 1.43% 1.37% 1.41% 1.45%
ROAA, Adjusted
(a) 1.46% 1.47% 1.37% 1.41% 1.45%
ROAE 10.1% 10.6% 10.1% 11.2% 11.8%
ROAE,
Adjusted (a) 11.9% 10.9% 10.1% 11.2% 11.8%
Net interest
margin 4.15% 4.40% 4.23% 4.10% 4.00%
Equity/Assets 11.86% 12.59% 13.35% 13.06% 12.33%
Nonperforming
Assets Ratio (b) 0.22% 0.22% 0.16% 0.50% 0.66%
(a) Net of one time merger related expenses in the first quarter
and SAIF assessment in third quarter 1996
(b) Loans 90 days or more past due + nonaccrual Loans +
OREO/Loans + OREO
* Restated for merger with Mutual Savings Bank on a pooling
basis in 1996
</TABLE>
Since the Yanceyville branch was acquired late in 1996,
amortization expense, which is not tax deductible, will be higher
in 1997 and future years than it was in 1996, an estimated
$460,000 per year. Largely as a result of increased expense for
intangible amortization, we are projecting only a modest increase
in per share earnings from operations for 1997, $1.90 per share.
Excluding the amortization expense, we estimate per share
earnings would be roughly 8% higher than reported earnings for
1997 or $2.05 per share.
The Company's net interest margin declined in 1996 to 4.15% from
4.40% in 1995, principally due to increased reliance on, and
increased interest expense for, time deposits and repurchase
agreements. Noninterest income increased by $656,000 or 32% in
1996 over 1995. The increase was due to a higher level of trust
income due to the closing of several large estates, new trust
business and an increase in service charges. Asset quality at
American National continues to be excellent. Nonperforming
assets at year end were a low 0.22% of total loans. Net
chargeoffs were also a low .17% of average net loans. Despite
continued favorable loan loss experience, the Company increased
the provision for loan losses in 1996 to $673,000 from $484,000
in 1995. The loan loss reserve increased to $3,070,000 or 1.30%
of loans at year end 1996 from $2,757,000 or 1.28% of loans at
year end 1995.
ACQUISITIONS
In August of 1995, the Company completed the acquisition of a
former Crestar branch in Gretna, Virginia, added $36 million in
deposits and $2 million in loans. The acquisition of Mutual
Savings of Danville added two offices in Danville and an office
in Collinsville. With nearly $16 million in capital at the time
of the March 1996 acquisition and an equity to asset ratio of
nearly 19%, Mutual also contributed considerable financial muscle
to the combined organization. The second branch acquisition
completed in late October of 1996 was for the former branch
office of First South Bank, $22 million in deposits and $5
million in loans, in Yanceyville, North Carolina (roughly ten
miles south of Danville), making the Company one of the few
Virginia banks with a North Carolina office and multi-state
operations.
LONG-TERM PERFORMANCE
The Company began 1995 with six offices, five ATMs and a little
over $250 million in total assets. In two years management has
built the institution to $440 million, 11 offices and seven ATMs.
There are plans for two more ATMs in early 1997. Total assets
have increased in the two years by 74%. In addition to expanding
the franchise, management has pursued complementary business
ventures. With the December 1996 opening of Mutual Mortgage of
the Piedmont, Inc., the Company has moved formally into
mortgage banking. This reflects the Company's strategy of
building on the core competencies of the institution, taking
advantage of low risk expansion opportunities while remaining
vigilant on costs and maintaining focus. Because of the market's
tendency to focus on reported earnings, we think that very
little, if any, of the value management has created in the last
two years has been reflected in the stock price.
STOCK PRICE PERFORMANCE
AMNB first appeared on NASDAQ's electronic OTC Bulletin Board in
late 1995. At the recent price of $24.75 per share, the stock
is trading at 155% of book value, 13.6X 1996 operating earnings,
and 13.0X estimated 1997 earnings. Community banks in the
Southeast were recently trading at an average 185% of book and
14.9X earnings. There are currently about 1,500 registered AMNB
shareholders. Compared to other community banks AMNB's stock is
relatively liquid. In 1996 186,000 or 5.7% of the Company's
total shares changed hands. Officers and directors own
approximately 8% of the outstanding shares. There is currently
no institutional ownership.
This is not a prospectus nor a solicitation of orders.
Information presented herein, while obtained from sources
believed to be reliable, is not guaranteed. The Carson Medlin
Company ("CMC"), its principals or employees may from time to
time have a position in the securities mentioned herein or may
perform investment banking or other services for any of the
companies mentioned. American National Bankshares Inc. has paid
CMC twelve thousand five hundred dollars for past services and
has agreed to compensate CMC eight thousand seven hundred and
fifty dollars for its current services; there are currently no
agreements to provide any future services. Any information
contained herein of a nonfactual nature is the opinion of CMC and
is subject to change without notice. The Carson Medlin Company,
1000 North Ashley Drive, Suite 517, Tampa, FL 33602.
Exhibit (a)(9)
[American National Bankshares Inc. Letterhead]
April 25, 1997
Dear Shareholder:
Consistent with previous practice, I am forwarding to you a
Community Bank Bulletin regarding American National Bankshares
Inc., dated March 12, 1997, prepared by The Carson-Medlin
Company. The Company engaged Carson-Medlin in 1996 to prepare
quarterly analysts reports on the Company. This is the third of
these reports. The first two were dated August 23, 1996 and
December 6, 1996 and were previously made available to you by
mail.
The enclosed Bulletin is provided to our shareholders, and
is made publicly available, for general information purposes
only. The Bulletin does not constitute a statement by or the
opinion of the Company or its officers or directors, and in no
way constitutes a recommendation to tender, or to not tender,
shares of the Company's stock in connection with the currently
pending self-tender offer, which was commenced by the Company on
April 9, 1997.
Sincerely,
/s/ Charles H. Majors
Charles H. Majors
President and
Chief Executive Officer
CHM/chc
Enclosures
