As filed with the Securities and Exchange Commission on May 13,
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. 2)
AMERICAN NATIONAL BANKSHARES INC.
(Name of Issuer)
AMERICAN NATIONAL BANKSHARES INC.
(Name of Person(s) Filing Statement)
Common Stock, $1.00 Par Value Per Share
(Title of Class of Securities)
027745108
(CUSIP Number of Class of Securities)
Charles H. Majors
President and Chief Executive Officer
AMERICAN NATIONAL BANKSHARES INC.
P. O. Box 191
628 Main Street
Danville, Virginia 24543-0191
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
Copies to:
Kenneth J. Alcott, Esq.
Hunton & Williams
Riverfront Plaza, East Tower
951 East Byrd Street
Richmond, Virginia 23219
April 9, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
Transaction Valuation* Amount of filing fee
$6,750,000 $1,350
*Calculated solely for the purpose of determining the filing fee,
based upon the purchase of 250,000 shares at $27.00 per share.
X Check box if any part of the fee is offset as provided by
Rule 0-11(a)(2) and identify the filing with which the
offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
Amount Previously Paid: $1,350
Filing Party: American National Bankshares Inc.
Form or Registration No.: Schedule 13E-4
Date Filed: April 9, 1997
<PAGE>
The Issuer Tender Offer Statement on Schedule 13E-4, dated as of
April 9, 1997, as amended by Amendment No. 1, dated April 25,
1997, 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 exhibit referred to
below.
Item 9. Material to be Filed as Exhibits.
(a)(10) Text of Press Release Issued by the Company, dated May 9,
1997.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
May 13, 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)(10) Text of Press Release Issued by the
Company, dated May 9, 1997.
Exhibit (a)(10)
[AMERICAN NATIONAL BANKSHARES INC., LETTERHEAD]
FOR IMMEDIATE RELEASE
May 9, 1997
Contact: Charles Ellis
(804) 773-2260 - Day
American National Bankshares Inc. Announces Preliminary Results
of Self Tender Offer
Danville, Va., May 9 - American National Bankshares Inc.
(OTC Bulletin Board:AMNB) announces the preliminary results of
its self tender offer, which expired Thursday, May 8, 1997 at
5:00 p.m. New York City time.
The preliminary count by American National Bank and Trust
Company indicates 230,486 shares were tendered and not withdrawn
at or below $27 per share. Therefore, the company expects to
purchase at $27 per share all such shares tendered and not
withdrawn.
The determination of the actual number of shares to be
purchased is subject to final confirmation and the proper
delivery of all shares tendered and not withdrawn, including
shares tendered pursuant to the guaranteed delivery procedure.
The shares expected to be purchased represent approximately
7.03% of the 3,279,798 shares of common stock outstanding
immediately prior to the commencement of the offer. After
purchasing the shares, the company will have approximately
3,049,312 shares of common stock outstanding.
American National Bankshares Inc. is the holding company of
American National Bank and Trust Company, an eleven-office bank
headquartered in Danville, Virginia.
