-----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, Laus8wL6PtNRpx82DZchFvJlom3up1UlzJIIyUnM+6Qz3FkpIirunWgReTpHO52F jQXhdpvD+WXJTjfqWYGU3g== 0001193125-05-129366.txt : 20050622 0001193125-05-129366.hdr.sgml : 20050622 20050622170709 ACCESSION NUMBER: 0001193125-05-129366 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050617 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050622 DATE AS OF CHANGE: 20050622 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALABAMA NATIONAL BANCORPORATION CENTRAL INDEX KEY: 0000926966 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 631114426 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25160 FILM NUMBER: 05910711 BUSINESS ADDRESS: STREET 1: 1927 FIRST AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35209 BUSINESS PHONE: 2055833600 MAIL ADDRESS: STREET 1: 1927 FIRST AVENUE NORTH STREET 2: 1927 FIRST AVENUE NORTH CITY: BIRMINGHAM STATE: AL ZIP: 35209 8-K 1 d8k.htm FORM 8-K Form 8-k

UNITED STATES

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): June 17, 2005

 


 

ALABAMA NATIONAL BANCORPORATION

(Exact Name of Registrant as Specified in its Charter)

 


 

Delaware   0-25160   63-1114426
(State of Incorporation)   (Commission File Number)   (IRS Employer
Identification Number)

 

1927 First Avenue North, Birmingham, Alabama 35205

(Address of principal executive offices, including zip code)

 

(205) 583-3600

(Registrant’s telephone number, including area code)

 


 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

 



Item 5.04. Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.

 

On June 17, 2005, Alabama National BanCorporation (the “Company”) provided a notice (the “Initial Notice”) to its directors and executive officers informing them of a temporary suspension of trading (the “Blackout Period”) under the Alabama National BanCorporation Employee Capital Accumulation Plan (the “Plan”), a 401(k) plan sponsored by the Company. On June 21, 2005, the Company learned from the Plan’s service providers that the Blackout Period associated with the transition had been revised to begin and end on different dates than those included in the Initial Notice. Accordingly, a revised notice (the “Current Notice”) was provided to directors and executive officers on June 22, 2005 informing them of the change in the Blackout Period. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the Current Notice.

 

The reason for the Blackout Period is to transition, on or about August 1, 2005, the investment and recordkeeping services associated with the Plan to Fidelity Investments and the trustee services associated with the Plan to Fidelity Management Trust Company. This transition will temporarily prevent participants in the Plan from engaging in transactions in the Company’s common stock in their individual accounts under the Plan.

 

While the Initial Notice indicated that the Blackout Period would being on July 31, 2005 and end on August 19, 2005, the Current Notice indicates that the Blackout Period will begin on July 25, 2005 and end on August 31, 2005. The Company provided both the Initial Notice and the Current Notice to its directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. The Company received the notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, in connection with the Initial Notice on June 17, 2005, and in connection with the Current Notice on June 21, 2005.

 

Inquiries concerning the Blackout Period should be directed to Kimberly Moore, Senior Vice President of the Company and Plan Administrator of the Plan, by telephone at (205) 583-3738 or by mail at Alabama National BanCorporation, 1927 First Avenue North, Birmingham, Alabama 35205.

 

Item 9.01. Financial Statements and Exhibits.

 

(c) Exhibits.

 

Exhibit Number

 

Exhibit


99.1   Current Notice of Blackout Period to Directors and Executive Officers of Alabama National BanCorporation, dated June 22, 2005

 

 


SIGNATURES

 

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 hereunto duly authorized.

 

Alabama National Bancorporation

By:

 

/s/ John R. Bragg


   

John R. Bragg

   

Executive Vice President

 

Dated: June 22, 2005


INDEX TO EXHIBITS

 

Exhibit Number

 

Exhibit


99.1   Current Notice of Blackout Period to Directors and Executive Officers of Alabama National BanCorporation, dated June 22, 2005
EX-99.1 2 dex991.htm NOTICE OF BLACKOUT PERIOD TO DIRECTORS AND EXECUTIVE OFFICERS Notice of Blackout Period to Directors and Executive Officers

EXHIBIT 99.1

 

MEMORANDUM

 

TO:      Directors and Executive Officers of Alabama National BanCorporation
FROM:      Kimberly Moore
DATE:      June 22, 2005
RE:      Notice of Change in the Blackout Period with Respect to Trading of Common Stock of Alabama National BanCorporation

 

As has been communicated to you previously, the Alabama National BanCorporation Employee Capital Accumulation Plan (the “Plan”) will be changing the provider of investment and recordkeeping services from Federated to Fidelity Investments. The Plan trustee also will be changing from First American Bank to Fidelity Management Trust Company. As a result of these changes, a blackout period will be imposed on participants’ transactions in the Plan. The trading prohibition is imposed because, during the blackout period, participants in the Plan are prevented from engaging in certain transactions with respect to the Plan (e.g., directing or diversifying investments, including Alabama National common stock, in their individual accounts and obtaining distributions from the Plan) in order to allow for the transfer and reinvestment of the Plan’s assets.

 

Since participants cannot engage in transactions with respect to their Plan accounts during the blackout period (including any transactions related to Alabama National common stock holdings), the securities laws also prohibit you, as an insider, from purchasing, selling, or otherwise acquiring or transferring certain equity securities of Alabama National during the blackout period. We have recently learned that the blackout period associated with the transition will begin on July 25, 2005 and is expected to end on August 31, 2005 (rather than from July 31, 2005 through August 19, 2005 as we previously communicated to you). Please disregard the prior notice concerning the blackout period. This prohibition applies only to equity securities of Alabama National that you have acquired in connection with your service or employment as a director or executive officer. It is important to note that any securities you sell or otherwise transfer will automatically be treated as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and other disclosure and reporting requirements.

 

Select transactions are exempt from this prohibition, including, but not limited to, purchases or sales of Alabama National securities pursuant to dividend reinvestment plans and certain automatic non-discretionary transactions within employee benefit plans (e.g., the quarterly deferral of directors fees in the Alabama National BanCorporation Plan for the Deferral of Compensation for Directors Who Are Not Employees of the Company).

 

The foregoing restrictions and limitations are in addition to those under Alabama National’s insider trading policy.

 

This notice is provided to you pursuant to the requirements of Rule 104 of Regulation BTR promulgated under the Securities Exchange Act of 1934 and Section 306(a) of the Sarbanes-Oxley Act of 2002.

 

If you have any questions concerning either this notice or the change in the blackout period, please contact Kimberly Moore, Senior Vice President and Plan Administrator, by telephone at (205) 583-3738, by email at kmoore@access-bank.com, or by mail at Alabama National BanCorporation, 1927 First Avenue North, Birmingham, Alabama 35203.

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