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): September 26, 1995
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of registrant as specified in its charter)
Virginia 0-12820 54-1284688
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
628 Main Street, Danville, Virginia 24541
(Address, including zip code, of principal executive office)
(804) 792-5111
(Registrant's telephone number, including area code)
Item 5.Other Events.
On September 26, 1995, American National Bankshares
Inc. ("ANB") and Mutual Savings Bank, F.S.B. ("Mutual")
entered into an Agreement and Plan of Reorganization (the
"Agreement") pursuant to which Mutual will be acquired by ANB.
The Boards of Directors of ANB and Mutual approved the
Agreement and the transactions contemplated thereby at
separate meetings held on September 19 and 26, 1995,
respectively.
In accordance with the terms of the Agreement, ANB
will acquire Mutual pursuant to a merger (the "Merger") of
Mutual with and into American National Bank and Trust Company
("American National"), a wholly owned subsidiary of ANB, with
American National as the surviving entity resulting from the
Merger. The Merger will be effected pursuant to the terms of
a Plan of Merger, dated as of September 26, 1995, by and
between American National and Mutual (the "Plan of Merger").
Upon consummation of the Merger, each share of the
$1.00 par value common stock of Mutual ("Mutual Common Stock")
(excluding shares held by Mutual or any subsidiary of Mutual
or by ANB or any subsidiary of ANB, which shares shall be
canceled as provided in Section 3.3 of the Agreement, in each
case other than in a fiduciary capacity or in satisfaction of
debts previously contracted) issued and outstanding at the
effective time of the Merger (as described in the Agreement,
the "Effective Time") shall be converted into and exchanged
for .705 of a share (the "Exchange Ratio") of the $1.00 par
value common stock of ANB ("ANB Common Stock").
In addition, at the Effective Time, all rights with
respect to Mutual Common Stock, pursuant to stock options
granted by Mutual under the existing stock plans of Mutual
("Mutual Options"), which are outstanding at the Effective
Time, whether or not exercisable, shall be assumed by ANB and
shall become options to purchase shares of ANB Common Stock on
a basis that reflects the Exchange Ratio.
In lieu of receiving ANB Common Stock, the Agreement
provides that any holder of shares of Mutual Common Stock who
perfects such holder's dissenters' rights of appraisal in
accordance with and as contemplated by 12 C.F.R. 552.14
shall be entitled to receive the value of such shares in cash
as determined pursuant to such provision of law.
The Merger is intended to constitute a tax-free
transaction under the Internal Revenue Code of 1986, as
amended, and be accounted for as a pooling of interests.
Under the terms of the Agreement, ANB shall organize
as a subsidiary of ANB or American National, as soon as
reasonably practicable after the Effective Time and subject to
receipt of all necessary consents from regulatory authorities,
a mortgage banking subsidiary to be named "Mutual Mortgage
Company."
In addition, the Agreement contemplates that ANB shall
cause two (2) members of Mutual's Board of Directors, which
members shall be nominated by Mutual and approved by ANB and
willing so to serve (subject to any applicable legal
restrictions) and shall include Mr. H. Dan Davis, the current
President and Chief Executive Officer of Mutual, to be elected
or appointed as directors of ANB and American National at the
first meetings of the Boards of Directors of ANB and American
National held after the Effective Time. The Agreement further
provides that, at the first annual meeting of shareholders of
ANB after the Effective Time, ANB shall take all corporate
action necessary to, and shall, renominate such two (2) Former
Mutual Directors for election as directors of ANB and shall
recommend that the ANB shareholders vote for the election of
such individuals as directors. The Agreement also
contemplates that ANB shall appoint Mr. H. Dan Davis as (i)
Executive Vice President of ANB and Senior Vice President of
American National at the Effective Time and (ii) President and
Chief Executive Officer of Mutual Mortgage Company at the time
of its organization.
Consummation of the Merger is subject to various
conditions, including: (i) receipt of the approval by the
shareholders of Mutual of appropriate matters relating to the
Agreement, the Plan of Merger, and the Merger required to be
approved under applicable law; (ii) receipt of the approval by
the shareholders of ANB of an amendment to ANB's Articles of
Incorporation increasing the number of authorized shares of
ANB Common Stock to permit the completion of the transactions
contemplated by the Agreement ("Articles of Incorporation
Amendment"); (iii) receipt of certain regulatory approvals
from the Office of the Comptroller of the Currency and other
applicable regulatory authorities; (iv) receipt of an opinion
of counsel as to the tax-free nature of certain aspects of the
Merger; (v) receipt by Mutual of an opinion from its financial
advisor that the Exchange Ratio is fair to the shareholders of
Mutual, from a financial point of view; (vi) receipt by ANB of
an opinion from its financial advisor that the Exchange Ratio
is fair to the shareholders of ANB, from a financial point of
view; (vii) receipt by ANB of a letter from Arthur Andersen
LLP to the effect that the Merger will qualify for pooling-of-
interests accounting treatment; and (viii) satisfaction of
certain other conditions.
The Agreement, the Plan of Merger, and the Merger will
be submitted for approval at a meeting of the shareholders of
Mutual. The Articles of Incorporation Amendment and related
matters will be submitted for approval at a meeting of the
shareholders of ANB. Prior to either shareholders meeting,
ANB will file a registration statement with the Securities and
Exchange Commission registering under the Securities Act of
1933, as amended, the shares of ANB Common Stock to be issued
in exchange for the outstanding shares of Mutual Common Stock.
Such shares of stock of ANB will be offered to the Mutual
shareholders pursuant to a prospectus that will also serve as
a joint proxy statement for the separate meetings of the
shareholders of Mutual and ANB, respectively.
For additional information regarding the Agreement and
the Plan of Merger, please refer to the copies of those
documents which are incorporated herein by reference and
included as Exhibits to this Current Report on Form 8-K. The
foregoing discussion is qualified in its entirety by reference
to such documents.
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.
AMERICAN NATIONAL BANKSHARES INC.
(Registrant)
By /s/ Charles H. Majors
Charles H. Majors
President and Chief Executive Officer
Date: September 27, 1995
INDEX TO EXHIBITS
Sequential
Exhibit Page No.
2.1 Agreement and Plan of Reorganization, dated as of
September 26, 1995, by and between American National
Bankshares Inc. and Mutual Savings Bank, F.S.B. .
2.2 Plan of Merger, dated as of September 26, 1995,
by and between American National Bank and Trust Company
and Mutual Savings Bank, F.S.B.
99.1 Text of joint press release, dated September 26, 1995,
issued by American National Bankshares Inc. and
Mutual Savings Bank, F.S.B.