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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 24, 1997
ALABAMA NATIONAL BANCORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-25160 63-1114426
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1927 First Avenue North
Birmingham, Alabama 35203
(Address of principal executive offices)
Registrant's telephone number, including area code (205) 583-3600
Not Applicable
(Former name of former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On July 24, 1997, Alabama National BanCorporation, a Delaware
corporation ("ANB"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with First American Bancorp, an Alabama corporation ("FAB"). The
Merger Agreement provides, among other things, that FAB will be merged with and
into ANB, with ANB being the surviving corporation (the "Merger").
Pursuant to the Merger Agreement, holders of FAB common stock and
holders of options to purchase shares of FAB common stock will receive, in the
aggregate, 2,200,000 shares (or options to purchase shares) of ANB common
stock. The effective exchange ratio will be 0.7199 shares of ANB common stock
for each share of FAB common stock. Consummation of the Merger is subject to
the satisfaction of certain conditions, including approval and adoption of the
Merger Agreement by the shareholders of both ANB and FAB, approval of the
appropriate regulatory agencies, and a satisfactory due diligence review. The
Merger is expected to close by year-end and will be accounted for as a pooling
of interests.
The press release announcing the above described merger is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit 99.1 Press release issued on July 25, 1997.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: July 29, 1997
ALABAMA NATIONAL BANCORPORATION
By: /s/ Victor E. Nichol, Jr.
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Victor E. Nichol, Jr.
President and Chief Operating Officer
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE: BIRMINGHAM, AL AND DECATUR, AL -- JULY 25, 1997 --
Alabama National BanCorporation (Nasdaq/NM: ALAB), headquartered in
Birmingham, Alabama, and First American Bancorp, headquartered in Decatur,
Alabama, today jointly reported the signing of a definitive agreement providing
for the merger of the two companies. Alabama National will be the resulting
company, with First American Bank and the other subsidiaries of First American
continuing to operate under their existing corporate names.
John H. Holcomb, III, Chairman of the Board and Chief Executive Officer of
Alabama National, and Dan M. David, Chairman, President and Chief Executive
Officer of First American, jointly announced the merger.
"We are extremely fortunate to have reached this agreement," stated Holcomb.
"We have long admired First American and its leadership, and believe we are
gaining a superb merger partner with a strong presence in its markets. The
merger will firmly establish Alabama National's presence in the northern
Alabama market."
"As we join with Alabama National, our two organizations will complement and
support each other and give the combined company the ability to provide the
highest level of service and added convenience to our customers," stated David.
"Alabama National's community banking strategy and its focus on customer
service led us to the conclusion that it is the best possible partner for our
customers, shareholders and employees."
Alabama National, the sixth largest bank holding company based in Alabama,
reported total assets at June 30, 1997 of approximately $928 million. It
currently operates 32 locations through seven bank subsidiaries. The lead bank
subsidiary for Alabama National is National Bank of Commerce of Birmingham,
with other subsidiaries including Citizens Bank of Talladega, First National
Bank of Ashland, Bank of Dadeville, Alabama Exchange Bank in Tuskegee, Gulf
Bank in Gulf Shores, and First Bank of Baldwin County. The Alabama National
banks provide full banking services to individuals and businesses that prefer
local bank decision-making and personalized service. Brokerage services are
provided to customers through NBC's wholly-owned subsidiary, NBC Securities,
Inc.
First American is the holding company for First American Bank, Corporate
Billing, Inc., and First Allegiance Mortgage, Inc., all based in Decatur,
Alabama. It serves its customer base through 7 offices located in Decatur,
Athens, Madison and Ardmore, Alabama.
As of March 31, 1997 First American reported total assets of
approximately $230 million. The resulting company is expected to have assets in
excess of $1.1 billion.
First American stockholders and option holders will receive 2,200,000 shares or
options to purchase shares of Alabama National common stock in the aggregate.
The effective exchange ratio will be 0.7199 Alabama National share for each
First American share.
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In connection with the merger, three existing First American directors will be
appointed to Alabama National's board. In addition, David will be elected to
serve as Alabama National's Vice-Chairman and will remain Chairman of First
American Bank.
The merger of Alabama National and First American is subject to regulatory and
stockholder approval of both companies, a satisfactory due diligence review and
certain other conditions of closing. It is expected that the transaction will
close by year-end and it will be accounted for as a pooling of interests.
CONTACT: Alabama National BanCorporation, Birmingham
John H. Holcomb, III - Chairman and Chief Executive
Officer (205) 583-3600
First American Bancorp
Dan M. David - Chairman, President and Chief
Executive Officer (205) 340-7000
