-----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, TqvjFAqca8Wh6d14HRBeBrxRdIoMopKnqa59sCcPI+jmJBX6N9m5vs6ZEOJc8izp SBsV+qlfdkTt2aZ1MbCBDQ== 0001247524-08-000082.txt : 20080226 0001247524-08-000082.hdr.sgml : 20080226 20080226162440 ACCESSION NUMBER: 0001247524-08-000082 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20080222 FILED AS OF DATE: 20080226 DATE AS OF CHANGE: 20080226 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAGE G RUFFNER JR CENTRAL INDEX KEY: 0001199872 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-25160 FILM NUMBER: 08643205 BUSINESS ADDRESS: STREET 1: 2900 HIGHWAY 280 STREET 2: STE 300 CITY: BIRMINGHAM STATE: AL ZIP: 35223 BUSINESS PHONE: 2054143100 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2008-02-22 1 0000926966 ALABAMA NATIONAL BANCORPORATION ALAB 0001199872 PAGE G RUFFNER JR P.O. BOX 43327 BIRMINGHAM AL 35243 1 0 0 0 Common Stock 2008-02-22 4 D 0 67089 D 0 D Common Stock 2008-02-22 4 D 0 417768 D 0 I By William McWane Trust for the benefit of Phillip McWane, of which insider serves as trustee Common Stock 2008-02-22 4 D 0 174070 D 0 I By William McWane Trust for the benefit of Anna McWane, of which insider serves as trustee Common Stock 2008-02-22 4 D 0 1500 D 0 I Held by insider as custodian for minor children Common Stock 2008-02-22 4 D 0 15000 D 0 I Held in three trusts for benefit of Phillip McWane's children, of which insider serves as trustee Common Stock 2008-02-22 4 D 0 8000 D 0 I By insider's spouse Phantom Stock Units 2008-02-22 4 D 0 9635.92 80.00 D Common Stock 9635.92 0 D Disposed of pursuant to a merger agreement by and among the issuer, RBC Centura Banks, Inc. and Royal Bank of Canada, or RBC. Shares of the issuer's common stock were exchanged, based on each stockholder's election, for either (i) RBC common shares worth U.S. $80.00, as described below, or (ii) U.S. $80.00 in cash, subject to certain proration procedures designed to ensure that the aggregate consideration to be paid by RBC to all of the issuer's stockholders was, as nearly as practicable, 50% cash and 50% RBC common shares. Subject to these proration requirements, those stockholders of the issuer electing to receive RBC common shares received, for each share of the issuer's common stock, a number of RBC common shares equal to U.S. $80.00 divided by the volume-weighted average market price of RBC common shares on the New York Stock Exchange over the five-trading-day period ending on the last full trading day immediately before the closing date of the merger. The phantom stock units were accrued under the Alabama National BanCorporation Plan for the Deferral of Compensation for Directors Who Are Not Employees of the Company. Pursuant to the terms of the plan, each unit was to be converted to common stock on a 1-for-1 basis at the end of the deferral period. Pursuant to the merger agreement, each phantom stock unit was converted into cash equal to the number of stock equivalents in the deferral account multiplied by U.S. $80.00. William E. Matthews V, by power of attorney 2008-02-26 -----END PRIVACY-ENHANCED MESSAGE-----