-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QpTyuNElH2td138eBvxrDLLNGh9n4/mHOjD1/TEre1KwjzIjjq7iUpkWgPkT2wC7 yrR4DLSmkX5X5zNZWxlYtw== 0000950133-98-000739.txt : 19980312 0000950133-98-000739.hdr.sgml : 19980312 ACCESSION NUMBER: 0000950133-98-000739 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980311 SROS: NONE GROUP MEMBERS: BARBARA W. BEYMER GROUP MEMBERS: DEBORAH P. WRIGHT GROUP MEMBERS: JEANNE D. HUBBARD GROUP MEMBERS: REYNOLDS MARSHALL T ET AL GROUP MEMBERS: ROBERT H. BEYMER GROUP MEMBERS: ROBERT L. SHELL GROUP MEMBERS: SHIRLEY A. REYNOLDS GROUP MEMBERS: THOMAS W. WRIGHT SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ABIGAIL ADAMS NATIONAL BANCORP INC CENTRAL INDEX KEY: 0000356809 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521508198 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-34270 FILM NUMBER: 98563343 BUSINESS ADDRESS: STREET 1: 1627 K ST NW CITY: WASHINGTON STATE: DC ZIP: 20006 BUSINESS PHONE: 2024664090 MAIL ADDRESS: STREET 1: 1627 K ST NW CITY: WASHINGTON STATE: DC ZIP: 20006 FORMER COMPANY: FORMER CONFORMED NAME: FIRST WNB CORP DATE OF NAME CHANGE: 19860702 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REYNOLDS MARSHALL T ET AL CENTRAL INDEX KEY: 0000944688 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: HUDDLESTON BOLEN BEATTY PORTER & COPEN STREET 2: PO BOX 2185 611 THIRD AVE CITY: HUNTINGTON STATE: WV ZIP: 25722 BUSINESS PHONE: 3046918398 MAIL ADDRESS: STREET 1: HUDDLESTON BOLEN BEATTY PORTER & COPEN STREET 2: PO BOX 2185 611 THIRD AVE CITY: HUNTINGTON STATE: WV ZIP: 25722 SC 13D/A 1 AMENDMENT NO. 4 TO SCHEDULE 13D RE: AANB 1 S.E.C. Filing ABIGAIL ADAMS NATIONAL BANCORP, INC. SC 13D March 11, 1998 Filed: March 11, 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) Abigail Adams National Bancorp, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 003390101 (CUSIP Number) Michael R. Klein, Esq. Wilmer, Cutler & Pickering 2445 M Street, N.W. Washington, D.C. 20037 (202) 663-6000 (Name, Address and Telephone Number of Person Authorized to receive Notices and Communications) March 11, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b) (3) or (4), check the following box. / / Check the following box if a fee is being paid with the statement. / / 2 Reporting Persons Marshall T. Reynolds, Shirley A. Reynolds, Robert L. Shell, Jr., Robert H. Beymer, Barbara W. Beymer, Thomas W. Wright, Deborah P. Wright and Jeanne D. Hubbard file this Amendment No. 4 to initial Schedule 13D filed on May 1, 1995, as amended by (a) Amendment No. 1 to Schedule 13D filed July 24, 1995; (b) Amendment No. 2 to Schedule 13D filed March 6, 1996; (c) Amendment No. 3 to Schedule 13D filed on December 30, 1997; (d) Schedule 14D-1 filed by Marshall T. Reynolds on August 16, 1995; and (e) Amendment No. 1 to Schedule 14D-1 filed by Marshall T. Reynolds on September 15, 1995. CUSIP. No. None 2 3 SCHEDULE 13D 1. Name of Reporting Person: Marshall T. Reynolds Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of Shares Beneficially Owned by each Reporting Person With 7. Sole Voting Power: 0 8. Shared Voting Power: 225,526 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 225,526 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 225,526 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / / 13. Percent of Class Represented by Amount in Row 11: 13.7% 14. Type of Reporting Person: IN CUSIP. No. None 3 4 SCHEDULE 13D 1. Name of Reporting Person: Shirley A. Reynolds Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place or Organization: West Virginia Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 120,030 8. Shared Voting Power: 225,526 9. Sole Dispositive Power: 120,030 10. Shared Dispositive Power: 225,526 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 345,556 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / / 13. Percent of Class Represented by Amount in Row 11: 20.9% 14. Type of Reporting Person: IN CUSIP. No. None 4 5 SCHEDULE 13D 1. Name of Reporting Person: Robert H. Beymer Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF/OO 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 0 8. Shared Voting Power: 0 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: -0- 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / / 13. Percent of Class Represented by Amount in Row 11: 0% 14. Type of Reporting Person: IN CUSIP. No. None 5 6 SCHEDULE 13D 1. Name of Reporting Person: Barbara W. Beymer Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF/OO 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 39,000 8. Shared Voting Power: 0 9. Sole Dispositive Power: 39,000 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 39,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / / 13. Percent of Class Represented by Amount in Row 11: 2.4% 14. Type of Reporting Person: IN CUSIP. No. None 6 7 SCHEDULE 13D 1. Name of Reporting Person: Robert L. Shell, Jr Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: Florida Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 46,046 8. Shared Voting Power: 20,000 9. Sole Dispositive Power: 46,046 10. Shared Dispositive Power: 20,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 66,046 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / / 13. Percent of Class Represented by Amount in Row 11: 4.0% 14. Type of Reporting Person: IN CUSIP. No. None 7 8 SCHEDULE 13D 1. Name of Reporting Person: Thomas W. Wright Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: Kentucky Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 0 8. Shared Voting Power: 21,000 9. Sole Dispositive Power: 0 10. Shared Dispositive Power: 21,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 21,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / / 13. Percent of Class Represented by Amount in Row 11: 1.3% 14. Type of Reporting Person: IN CUSIP. No. None 8 9 SCHEDULE 13D 1. Name of Reporting Person: Deborah P. Wright Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: Kentucky Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 60,000 8. Shared Voting Power: 21,000 9. Sole Dispositive Power: 60,000 10. Shared Dispositive Power: 21,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 81,000 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / / 13. Percent of Class Represented by Amount in Row 11: 4.9% 14. Type of Reporting Person: IN CUSIP. No. None 9 10 SCHEDULE 13D 1. Name of Reporting Person: Jeanne D. Hubbard Social Security Number: ###-##-#### 2. Check the Appropriate Box if a Member of a Group: (a) / / (b) / / 3. SEC Use Only 4. Source of Funds: BK/PF 5. Check Box if Disclosure of Legal proceedings is Required Pursuant to Items 2(d) or 2(e). / / 6. Citizenship or Place of Organization: West Virginia Number of Shares Beneficially Owned by Each Reporting Person With 7. Sole Voting Power: 4,546 8. Shared Voting Power: 0 9. Sole Dispositive Power: 4,546 10. Shared Dispositive Power: 0 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 4,546 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares. / / 13. Percent of Class Represented by Amount in Row 11: .03% 14. Type of Reporting Person: IN 10 11 This Amendment No. 4 to the Schedule 13D filed by Reporting Persons on May 1, 1995 is filed with regard to the common stock, par value $0.01 per share, of Abigail Adams National Bancorp, Inc. ('Bancorp Common Stock'). The address of the principal executive offices of Abigail Adams National Bancorp, Inc. ('Bancorp' or the 'Company') is 1627 K Street, N.W., Washington, DC 20006. Item 4 of the Schedule 13D filed by Reporting Persons on May 1, 1995, as amended by (a) Amendment No. 1 to Schedule 13D filed July 24, 1995; (b) Amendment No. 2 to Schedule 13D filed March 6, 1996; (c) Amendment No. 3 to Schedule 13D filed December 30, 1997; (d) Schedule 14D-1 filed by Marshall T. Reynolds on August 16, 1995; and (e) Amendment No. 1 to Schedule 14D-1 filed by Marshall T. Reynolds on September 15, 1995, is amended by the addition of the following information: Item 4. Purpose of the Investment The following information is being provided by Reporting Persons Shirley A. Reynolds, Marshall T. Reynolds, Robert L. Shell, Jr. and Jeanne D. Hubbard (together, the "Participants"), but not by the other four Reporting Persons, who are not personally involved in the matters discussed below. In Amendment No. 3 to this Schedule 13D filed on December 30, 1997, certain of the Reporting Persons reported that they might propose changes in the composition of the Board of Directors (the "Board") of the Company, in response to conflicts with the Company's management, when that action became timely. On March 11, 1998 the Participants, three of whom (Mr. Reynolds, Mr. Shell and Ms. Hubbard) are members of the Board, filed with the Securities and Exchange Commission a Preliminary Consent Solicitation Statement and related form of Consent (such actions, collectively, the "Consent Solicitation"), seeking to remove four current members of the Board and elect four new nominees to serve in their place until the next regular annual meeting of the shareholders, which has not yet been set. The four current members of the Board whom the Participants propose to replace are Barbara Davis Blum, Shireen L. Dodson, Susan Hager, and Clarence L. James, Jr. (these individuals being referred to herein as the "Incumbents"). The nominees to replace them (the "Nominees") are George Cook, Bonita A. Wilson, Marianne Steiner and Joseph L. Williams. The reasons the Participants are soliciting consents to effect these changes include the following: The Participants believe that the directors proposed to be removed are not serving the Company well. They believe that the Incumbents have: tolerated inadequate performance by management; reacted counterproductively to the Company's shareholders' decision to oppose the merger management supported with Ballston National Bancorp ("Ballston"); and wasted and, unless removed will continue to waste, significant amounts of the Company's time, money and energies in litigation against the Participants and others rather than on increasing the value of the business. 11 12 The Participants believe that if the Nominees are elected to replace the Incumbents, they will join those of the Participants who are themselves directors (Ms. Hubbard and Messrs. Reynolds and Shell) in securing better management, honoring the decision of holders to move on after two thirds of the Company's shares voted against approval of the merger with Ballston, and supporting efforts to grow the business of the Company both internally and through acquisitions that are economically accretive wherever located and on attractive terms. The Participants also hope that the reconstituted Board of the Company will terminate the litigation that the present Board (excluding Ms. Hubbard and Messrs. Reynolds and Shell) initiated against the Participants and others. The litigation in question was initially filed after the Incumbents postponed the shareholder meeting, seeking a court order precluding the Reporting Persons and many other unnamed Company shareholders from being able to vote their shares on the proposed merger with Ballston. As grounds it was alleged that the Reporting Persons and many other Company shareholders were together engaged in an undisclosed scheme to oppose the Ballston merger, allegedly in order to pursue other acquisition targets outside the D.C. metropolitan area and to seize control of the Company. The Court denied this extraordinary relief, and after two additional delays, the Company's management finally permitted the shareholders to vote at a meeting. At the Company's shareholder meeting over two-thirds of the shares voted against the Ballston merger. Thereafter, the litigation was amended to reflect the facts of the case, add claims against the stock brokerage firm of Ferris Baker Watts, Inc. and additional federal statutory claims. The Participants will, if this slate of Nominees is elected to replace the Incumbents, seek board action that will dismiss that litigation and reimburse the Participants for their expenses in that litigation (estimated at $125,000 to date) and the Consent Solicitation. In addition they will seek to terminate the employment of the current President of the Company as part of a restructuring and restaffing of senior management and to develop plans to improve the operations and increase the size and number of banks owned by the Company. The Participants have not, however, elicited any agreements or commitments regarding those issues from the Nominees. The Participants may be viewed as having a conflict of interest inasmuch as this could ultimately result in dismissal of the litigation against them and reimbursement of their expenses. However, the Participants believe the Proposal is also in the best interests of the Company and its other shareholders. Mr. Reynolds has agreed to indemnify each of the Nominees from any liability or expenses they might incur by reason of their candidacy relating to the pending litigation. Neither he nor the other Participants have any other agreement or understanding with any of the Nominees. The following is a summary of the Proposal, with greater detail being provided in the Preliminary Consent Solicitation Statement and related form of Consent filed with the Securities and Exchange Commission on March 11, 1998: 12 13 1. Removal of the following as directors of Abigail Adams National Bancorp, Inc.: Barbara Davis Blum, Shireen L. Dodson, Susan Hager and Clarence L. James, Jr. 2. Election of the following to replace the aforementioned directors of Abigail Adams National Bancorp, Inc.: George Cook, Marianne Steiner, Bonita A. Wilson and Joseph L. Williams. THE DISCLOSURES SET FORTH IN THIS SCHEDULE 13D ARE NOT INTENDED AS, AND THEREFORE SHOULD NOT BE DEEMED, A SOLICITATION OF CONSENTS IN FAVOR OF THE PARTICIPANTS' PROPOSAL PURSUANT TO THE PARTICIPANTS' PRELIMINARY CONSENT SOLICITATION STATEMENT ON FILE WITH THE SECURITIES AND EXCHANGE COMMISSION. Other than as summarized above, the Reporting Persons have no plans or proposals, or any agreement or understanding with others, regarding any of the items (a) - (j) enumerated in Item 4 of the form Schedule 13D. 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. This statement is filed on behalf of each and all of the persons signatory below. Dated: March 11, 1998 /s/ Marshall T. Reynolds - ----------------------------- MARSHALL T. REYNOLDS, signing in his own capacity, and signing by virtue of Power of Attorney for all of the persons listed below: ROBERT L. SHELL, JR. BARBARA W. BEYMER DEBORAH P. WRIGHT SHIRLEY A. REYNOLDS ROBERT H. BEYMER THOMAS W. WRIGHT JEANNE D. HUBBARD 13 -----END PRIVACY-ENHANCED MESSAGE-----