SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 Commission file number 0-12820
AMERICAN NATIONAL BANKSHARES INC.
(Exact name of registrant as specified in its charter)
VIRGINIA 54-1284688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
628 Main Street
Danville, Virginia 24541
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 804-792-5111
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class
None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
Title of each class
Common Stock ($1.00 Par Value)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes X No
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Class Outstanding at March 25, 1996
Common Stock ($1.00 Par Value) 3,279,798 Shares
State the aggregate market value of the voting stock held by non-affiliates
of the registrant
Aggregate market value of voting Based upon the price of the most
stock held by non-affiliates recent sale known to management as of
$78,085,647 March 25, 1996
DOCUMENTS INCORPORATED BY REFERENCE
(1) Annual Report to Shareholders for year ended December 31, 1995 is
incorporated herein by reference in response to Items 6, 7, 8, 13 and
14.
(2) Notice of Annual Meeting of Shareholders and Proxy Statement dated
March 29, 1996 is incorporated herein by reference in response to
Items 1, 10, 12 and 13.
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PART I
ITEM 1 - BUSINESS
American National Bankshares Inc. (the Corporation) is a one-bank holding
company which was organized under the laws of the State of Virginia in 1984. On
September 1, 1984, the Corporation acquired all of the outstanding capital stock
of American National Bank and Trust Company (the Bank), a National Banking
Association chartered in 1909 under the laws of the United States. The Bank is
the only subsidiary of the Corporation. At March 25, 1996 the Corporation
employed 146 persons.
American National Bank and Trust Company
The Bank has been operating as a commercial bank in Danville, Virginia
since its organization in 1909. On March 14, 1996, the Corporation completed
the acquisition of Mutual Savings Bank, F.S.B. (Mutual) and Mutual was merged
with and into American National Bank and Trust Company. In this transaction the
Corporation exchanged 879,798 common shares, at an exchange ratio of .705 of a
share of the Corporation's common stock, for each of Mutual's 1,248,100 common
shares.
The operations of the Bank are conducted at eight offices located
throughout Danville, one office in Gretna, Virginia and one office at
Collinsville, Virginia. The Bank offers all services normally offered by a
full-service commercial bank, including commercial and individual demand and
time deposit accounts, commercial and individual loans, trust services and
automated teller machines.
Competition
The Bank's primary service area is generally defined as the City of
Danville, Pittsylvania County and a portion of Henry County. Vigorous
competition exists in this service area. The Bank competes not only with other
commercial banks but also with diversified financial institutions such as a
savings bank, money market and mutual funds, and mortgage and finance companies.
As of March 25, 1996, there were approximately 16 banks operating in this
service area. American National Bank and Trust Company is the largest bank
operating solely in this service area. No new banks or savings and loan
associations have been chartered in the Danville area in the past five years.
Supervision and Regulation
The Corporation is a bank holding company within the meaning of the Bank
Holding Company Act of 1956 (the Act) and is registered as such with the Board
of Governors of the Federal Reserve System (the Federal Reserve Board). As a
bank holding company, the Corporation is required to file with the Federal
Reserve Board an annual report and such other information as may be required.
The Federal Reserve Board may also make examinations of the Corporation.
The operations of the Bank are subject to federal statutes and to
regulations of the Comptroller of the Currency, the Federal Reserve Board and
the Federal Deposit Insurance Corporation, which insures the Bank's deposits.
The primary supervisory authority over the Bank is the Comptroller of the
Currency, which regularly examines such areas as reserves, loans, investments,
management practices and other aspects of the Bank's operations. These
examinations are designed primarily for the protection of the Bank's depositors.
In addition to these regular examinations, the Bank must furnish the Comptroller
periodic reports containing a full and accurate statement of its affairs.
As a national bank, the Bank is a member of the Federal Reserve System and
is affected by general fiscal and monetary policies of the Federal Reserve
Board. The techniques used by the Federal Reserve Board include setting the
reserve requirements of member banks and establishing the discount rate on
member bank borrowings.
Government Monetary Policies and Economic Controls
The policies of the Federal Reserve Board have a direct effect on the
amount of bank loans and deposits and the interest rates charged and paid
thereon. While current economic conditions, the policies of the Federal Reserve
Board (and other regulatory authorities) designed to deal with these conditions
and the impact of such conditions and policies upon the future business and
earnings of the Bank cannot accurately be predicted, they can materially affect
the revenues and income of commercial banks.
Foreign Operations
The Corporation does not engage in any foreign operations.
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Executive Officers
For information concerning the Executive Officers of the Corporation see
EXECUTIVE OFFICERS, pages 8 through 11, of the Notice of Annual Meeting and
Proxy Statement.
ITEM 2 - PROPERTIES
The principal executive offices of the Corporation as well as the principal
executive offices of the Bank are located at 628 Main Street, Danville,
Virginia. As of March 25, 1996 the Bank maintained seven full service branches
located within the City of Danville at 1013 South Main Street, 1081 Riverside
Drive, 239 Nor-Dan Drive, 1407 South Boston Road, 2016 West Main Street, 600
West Main Street and 103 Tower Drive. A full service branch is located at 109
Main Street, Gretna, Virginia and another full service branch is located at 625
Virginia Avenue, Collinsville, Virginia. The Bank owns and operates six
Automated Teller Machines (ATMs). Four ATMs are located on branch office
properties. One ATM is located at Piedmont Mall, Piedmont Drive in Danville and
one ATM is located at the Express Mart, Inc., U. S. Route 29, Tightsqueeze,
Virginia. All property is owned by the Bank with the exception of 2016 West
Main Street, Danville, the ATM location at Piedmont Mall and the ATM location at
the Express Mart, Inc. Both the land and building at 2016 West Main Street are
leased and the space occupied at Piedmont Mall and the space occupied at the
Express Mart, Inc. are leased. The Bank also owns a parking lot for its
employees fronting on Ridge Street in close proximity to the main office. The
Bank recently purchased approximately 2.5 acres of land on Piedmont Drive in
Danville, opposite of Piedmont Mall for future expansion of its retail banking
operations. There are no mortgages or liens against any property of the Bank
or the Corporation.
ITEM 3 - LEGAL PROCEEDINGS
There are no legal actions or proceedings pending to which the Corporation
is a party.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
PART II
ITEM 5 - MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED SECURITY HOLDER
MATTERS
The Corporation's common stock is not traded on any stock exchange but is
listed on the OTC (Over The Counter) Bulletin Board. At March 25, 1996 the
Corporation had 1,652 shareholders. The tables below present the high and low
sales' prices known to management for the Corporation's common stock and semi-
annual dividends declared for the past two years. Market value and dividends
are shown per share and are based on 2,400,000 shares outstanding for 1994 and
1995.
First Second Third Fourth
Market Value Quarter Quarter Quarter Quarter
1995 Common Stock $26.00 - 30.50 $27.00 - 30.50 $27.00 - 30.50 $28.00 - 31.00
1994 Common Stock $29.00 - 29.50 $29.00 - 30.50 $30.50 - 30.50 $30.50 - 30.50
Per Share First Second Third Fourth
Dividends Declared Quarter Quarter Quarter Quarter Total
1995 Common Stock $ - $ .27 $ - $ .29 $ .56
1994 Common Stock $ - $ .25 $ - $ .50 $ .75
ITEM 6 - SELECTED FINANCIAL DATA
The information contained on page 4 of the 1995 Annual Report is
incorporated herein by reference.
ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth under the above caption on pages 6 through 19 of
the 1995 Annual Report is herein incorporated by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The following consolidated financial statements of the registrant and
Report of Independent Public Accountants set forth on pages 20 through 30 of the
1995 Annual Report are incorporated herein by reference:
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Report of Independent Public Accountants
Consolidated Statements of Income - Years ended December 31, 1995, 1994
and 1993
Consolidated Balance Sheets - As of December 31, 1995 and 1994
Consolidated Statements of Changes in Shareholders' Investment - Years
ended December 31, 1995, 1994 and 1993
Consolidated Statements of Cash Flows - Years ended December 31, 1995, 1994
and 1993
Notes to Consolidated Financial Statements
ITEM 9 - DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not Applicable.
PART III
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
For information with respect to the Directors and Executive Officers of the
Registrant see pages 6 through 11 of the attached Notice of Annual Meeting and
Proxy Statement, which is herein incorporated by reference.
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(a) The information set forth under the caption INFORMATION AS TO VOTING
SECURITIES on page 4 of the Notice of Annual Meeting and Proxy
Statement is herein incorporated by reference.
(b) Security ownership by management as outlined on pages 6 and 7 of
the notice of Annual Meeting and Proxy Statement under the
captions NOMINEES and DIRECTORS CONTINUING IN OFFICE is herein
incorporated by reference.
(c) There are no arrangements known to the registrant, the
operation of which may at a subsequent date result in
control of the registrant.
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption INDEBTEDNESS OF AND
TRANSACTIONS WITH MANAGEMENT on page 11 of the attached Notice of Annual Meeting
and Proxy Statement and the information set forth under the caption RELATED
PARTY TRANSACTIONS on page 29 of the 1995 Annual Report is herein incorporated
by reference.
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of Documents filed as part of this Report:
(1) Financial Statements
All financial statements of the registrant as set forth under Item
8 of this Report on Form 10-K.
(2) Financial Statement Schedules
All schedules are omitted since the required information is either
not applicable, not deemed material or is shown in the respective
financial statements or in the notes thereto of the attached 1994
Annual Report.
(3) Exhibits
An Exhibit Index is set forth on page 6 of this report.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the fourth quarter of 1995.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
March 26, 1996 AMERICAN NATIONAL BANKSHARES INC.
By: /s/ David Hyler
Senior Vice President, Secretary &
Treasurer
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Pursuant to the requirements of the Securities and Exchange Act of 1934,
this Report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated on March 26, 1996.
/s/ Charles H. Majors President and
Chief Executive
Officer
/s/ Richard G. Barkhouser Director
/s/ B. Carrington Bidgood Director
/s/ Fred A. Blair Director
/s/ H. Dan Davis Director
/s/ E. Budge Kent, Jr. Director
/s/ Fred B. Leggett, Jr. Director
/s/ Landon R. Wyatt, Jr. Director
/s/ David Hyler Senior Vice President
Secretary & Treasurer
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EXHIBIT INDEX
Page Number or
Incorporation
Exhibit by Reference to
1 Articles of Incorporation and By-Laws Exhibit III on Form S-14
Registration Statement
filed April 4, 1985
2 Notice of Annual Meeting and Proxy Statement EX-28
3 1995 Annual Report to Shareholders EX-13
4 Financial Data Schedule EX-27
4 a. Agreement between American National Bank and Exhibit 4a. on Form 10-K
Trust Company and James A. Motley dated filed March 28, 1994
August 26, 1982, as amended August 11, 1987
b. Agreement between American National Bank and Exhibit 4b. on Form 10-K
Trust Company and Charles H. Majors dated filed March 28, 1994
February 22, 1993
c. Agreement between American National Bank and Exhibit 4c. on Form 10-K
Trust Company and E. Budge Kent, Jr. dated filed March 28, 1994
August 31, 1982, as amended August 11, 1987
d. Agreement between American National Bank and Exhibit 4d. on Form 10-K
Trust Company and David Hyler dated filed March 28, 1994
August 31, 1982, as amended August 11, 1987
e. Agreement between American National Bank and Exhibit 4e. on Form 10-K
Trust Company and Gilmer D. Jefferson dated filed March 28, 1994
August 25, 1982, as amended August 11, 1987
f. Agreement between American National Bank and Exhibit 4f. on Form 10-K
Trust Company and Carl T. Yeatts dated filed March 28, 1994
August 26, 1982, as amended August 11, 1987
5. Agreement and Plan of Reorganization, dated as Exhibit 2.1 on Form 8-K
of September 26, 1995, by and between American filed September 27, 1995
National Bankshares Inc. and Mutual Savings
Bank, F.S.B.
6. Plan of Merger, dated as of September 26, 1995, Exhibit 2.2 on Form 8-K
by and between American National Bank and filed September 27, 1995
Trust Company and Mutual Savings Bank, F.S.B.
7. Text of joint press release, dated September Exhibit 99.1 on Form 8-K
26, 1995, issued by American National filed September 27, 1995
Bankshares Inc. and Mutual Savings Bank, F.S.B.
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