ALABAMA NATIONAL BANCORPORATION
SC 13G/A, 2000-02-03
STATE COMMERCIAL BANKS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                          ==========================

                                 SCHEDULE 13G
                                (Rule 13d-102)

                INFORMATION TO BE INCLUDED IN STATEMENTS FILED
                   PURSUANT TO RULES 13d-1(b), (c), AND (d)
            AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b)

                             (Amendment No. 5)/1/

                        Alabama National BanCorporation
                               (Name of Issuer)

                                 Common Stock
                        (Title of Class of Securities)

                                   010317105
                                (CUSIP Number)


                               December 31, 1999
 -------------------------------------------------------------------------------
            (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

      [_]    Rule 13d-1(b)

      [_]    Rule 13-d-1(c)

      [x]    Rule 13-d-1(d)


- ----------------
/1/  The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosure provided in a prior cover page.

     The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>

CUSIP NO. 010317105

1.   NAME OF REPORTING PERSON
     SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     G. Ruffner Page, Jr. (Individually; as sole trustee for the Anna McWane
     Trust and the J.R. McWane, Jr. Trust; as Custodian for the minor children
     of Mr. Page; and as custodian for the minor children of C. Phillip McWane)

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [_]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     353,067

6.   SHARED VOTING POWER

     -0-

7.   SOLE DISPOSITIVE POWER

     353,067

8.   SHARED DISPOSITIVE POWER

     -0-

9.   AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON

     353,067

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.2%

12.  TYPE OF REPORTING PERSON*

     IN

                                       2
<PAGE>

CUSIP NO. 010317105

1.   NAME OF REPORTING PERSON
     SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     C. Phillip McWane

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     1,061,986

6.   SHARED VOTING POWER

     10,000

7.   SOLE DISPOSITIVE POWER

     1,061,986

8.   SHARED DISPOSITIVE POWER

     10,000

9.   AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON

     1,071,986

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     9.7%

12.  TYPE OF REPORTING PERSON*

     IN

                                       3
<PAGE>

CUSIP NO. 010317105

1.   NAME OF REPORTING PERSON
     SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Betty T. McMahon

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     96,830

6.   SHARED VOTING POWER

     300,000

7.   SOLE DISPOSITIVE POWER

     96,830

8.   SHARED DISPOSITIVE POWER

     300,000

9.   AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON

     396,830

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     3.6%

12.  TYPE OF REPORTING PERSON*

     IN

                                       4
<PAGE>

CUSIP NO. 010317105

1.   NAME OF REPORTING PERSON
     SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     John J. McMahon, Jr.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     18,170

6.   SHARED VOTING POWER

     300,000

7.   SOLE DISPOSITIVE POWER

     18,170

8.   SHARED DISPOSITIVE POWER

     300,000

9.   AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON

     318,170

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     2.9%

12.  TYPE OF REPORTING PERSON*

     IN

                                       5
<PAGE>

CUSIP NO. 010317105

1.   NAME OF REPORTING PERSON
     SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     John H. Holcomb, III

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     92,173

6.   SHARED VOTING POWER

     -0-

7.   SOLE DISPOSITIVE POWER

     78,585

8.   SHARED DISPOSITIVE POWER

     -0-

9.   AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON

     92,173

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0.8%

12.  TYPE OF REPORTING PERSON*

     IN

                                       6
<PAGE>

CUSIP NO. 010317105

1.   NAME OF REPORTING PERSON
     SS. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON

     Victor E. Nichol, Jr.

2.   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

     (a)  [x]
     (b)  [ ]

3.   SEC USE ONLY

4.   CITIZENSHIP OR PLACE OF ORGANIZATION

     U.S.A.

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH

5.   SOLE VOTING POWER

     99,116

6.   SHARED VOTING POWER

     -0-

7.   SOLE DISPOSITIVE POWER

     99,116

8.   SHARED DISPOSITIVE POWER

     -0-

9.   AGGREGATE AMOUNT OF BENEFICIALLY OWNED BY EACH REPORTING PERSON

     99,116

10.  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

11.  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

     0.9%

12.  TYPE OF REPORTING PERSON*

     IN

                                       7
<PAGE>

                               ANB SCHEDULE 13G
                               ----------------


Item 1.

     (a)  Name of Issuer.

          Alabama National BanCorporation

     (b)  Address of Issuer's Principal Executive Offices.

          1927 First Avenue North
          Birmingham, Alabama 35203

Item 2.

     (a)  Name of Person Filing.

          Incorporated by reference to Item 1 of cover pages.

     (b)  Address of Principal Business Office, or if None, Residence.

          G. Ruffner Page, Jr.
          30 Fairway Drive
          Birmingham, AL  35213

          C. Phillip McWane
          2900 Highway 280, Suite 300
          Birmingham, AL  35223

          Betty T. McMahon
          2140 Warwick Drive
          Birmingham, AL  35209

          John J. McMahon, Jr.
          2140 Warwick Drive
          Birmingham, AL 35209

          John H. Holcomb, III
          1927 First Avenue North
          Birmingham, AL  35203

          Victor E. Nichol, Jr.
          1927 First Avenue North
          Birmingham, AL  35203

     (c)  Citizenship

                                       8
<PAGE>

          Incorporated by Reference from Item 4 of the Cover Pages.

     (d)  Title of Class of Securities
          Incorporated by Reference from Cover Page.

     (e)  CUSIP Number
          Incorporated by Reference from Cover Page.

Item 3.

     Not Applicable.

Item 4.

     (a)  Amount Beneficially Owned
          Incorporated by Reference from Item 9 of Cover Pages.

     (b)  Percent of Class
          Incorporated by Reference from Item 11 of Cover Pages.

     (c)  Number of Shares as to Which Such Person has:

          (i)   Sole Power to Vote or Direct the Vote.

                Incorporated by Reference from Item 5 of Cover Pages.

          (ii)  Shared Power to Vote or to Direct the Vote.

                Incorporated by Reference from Item 6 of Cover Pages.

          (iii) Sole Power to Dispose or to Direct the Disposition of

                Incorporated by Reference from Item 7 of Cover Pages.

          (iv)  Shared Power to Dispose or to Direct the Disposition of

                Incorporated by Reference from Item 8 of Cover Pages.

Item 5.

     Ownership of Five Percent (5%) or Less of a Class.

          Not Applicable.

Item 6.

     Ownership of More than Five Percent (5%) on Behalf of Another Person.

                                       9
<PAGE>

          With respect to the beneficial ownership reported for G. Ruffner Page,
          Jr., 88,775 shares (0.8%) are held in trust for the benefit of J. R.
          McWane, Jr., and 187,995 shares (1.7%) are held in trust for the
          benefit of Anna McWane.  The Trusts have the right to receive the
          dividends from, and the proceeds from the sale of Alabama National
          BanCorporation Common Stock held by such Trusts.  In addition, Mr.
          Page acts as custodian for Mr. Page's three minor children with
          respect to 1,500 shares (0%), and acts as custodian with respect to
          the three minor children of Phillip McWane for 14,928 shares (0.1%).

          With respect to the beneficial ownership reported for C. Phillip
          McWane, 10,000 shares (0.1%) are held in a family limited partnership
          pursuant to which Mr. McWane and his spouse have the right to receive
          dividends from, and the proceeds from the sale of, Alabama National
          BanCorporation Common Stock upon dissolution of said partnership.
          Also, 164,542 shares (1.5%) are held by the estate of James R. McWane,
          of which C. Phillip McWane is the executor.

          With respect to the beneficial ownership reported for Betty T. McMahon
          and John J. McMahon, Jr., 300,000 shares (2.7%) are held in a family
          partnership pursuant to which each of them and their three adult
          children and the spouses of two of those children have the right to
          receive dividends from, and the proceeds from the sale of, Alabama
          National BanCorporation Common Stock upon dissolution of said
          partnership.

          With respect to the beneficial ownership reported for John H. Holcomb,
          III, Mr. Holcomb holds proxies with respect to 13,088 shares (0.1%).
          The grantors of said proxies have the right to receive the dividends
          from, and the proceeds from the sale of Alabama National
          BanCorporation Common Stock subject to such proxies.

          With respect to the beneficial ownership reported for John J. McMahon,
          Jr., 15,000 shares (0.1%) are held in trusts which have the right to
          receive the dividends from, and the proceeds from the sale of Alabama
          National BanCorporation Common Stock held by such trusts.

Item 7.

     Identification and Classification of the Subsidiary which Acquired the
Security being Reported on by the Parent Holding Company.

          Not Applicable.

Item 8.

     Identification and Classification of Members of the Group.

          The members of the group filing this Schedule 13G are identified by
          reference to the cover pages.

                                       10
<PAGE>

Item 9.

     Notice of Dissolution of Group.

          Not Applicable.

Item 10.

     Certification.

          Not Applicable.

                                       11
<PAGE>

                                   SIGNATURE
                                   ---------


     After reasonable 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.


                                        January 26, 2000
                                        ------------------------
                                                  Date


                                        /s/ G. Ruffner Page, Jr.
                                        ------------------------
                                            G. Ruffner Page, Jr.

                                       12
<PAGE>

                                   SIGNATURE
                                   ---------


     After reasonable 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.


                                        January 26, 2000
                                        ------------------------
                                                  Date


                                        /s/ C. Phillip McWane
                                        ------------------------
                                            C. Phillip McWane

                                       13
<PAGE>

                                   SIGNATURE
                                   ---------


     After reasonable 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.


                                        January 26, 2000
                                        ------------------------
                                                  Date


                                        /s/ Betty T. McMahon
                                        ------------------------
                                            Betty T. McMahon

                                       14
<PAGE>

                                   SIGNATURE
                                   ---------


     After reasonable 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.


                                        January 26, 2000
                                        ------------------------
                                                  Date


                                        /s/ John J. McMahon, Jr.
                                        ------------------------
                                            John J. McMahon, Jr.

                                       15
<PAGE>

                                   SIGNATURE
                                   ---------


     After reasonable 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.


                                        January 26, 2000
                                        ------------------------
                                                  Date


                                        /s/ John H. Holcomb, III
                                        ------------------------
                                            John H. Holcomb, III

                                       16
<PAGE>

                                   SIGNATURE
                                   ---------


     After reasonable 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.


                                        January 26, 2000
                                        -------------------------
                                                  Date


                                        /s/ Victor E. Nichol, Jr.
                                        -------------------------
                                            Victor E. Nichol, Jr.

                                       17


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