UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 29, 2005
ABIGAIL ADAMS NATIONAL BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-10971 52-1508198
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1130 Connecticut Avenue, Washington, DC 20036
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (202) 772-3600
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Not Applicable
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(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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 (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets
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On July 29, 2005, Abigail Adams National Bancorp, Inc. (NASDAQ:AANB) completed
its acquisition of Consolidated Bank & Trust Company as contemplated by the
Agreement and Plan of Merger by and between Abigail Adams National Bancorp, Inc.
and Consolidated Bank & Trust Company, dated February 10, 2005 (the
"Agreement'). Under the terms of the Agreement, each share of Consolidated Bank
& Trust Company common stock converted into the right to receive 0.534 shares of
Abigail Adams National Bancorp, Inc. common stock. The aggregate merger
consideration was approximately 139,100 shares of Abigail Adams National
Bancorp, Inc. common stock. The transaction was valued at approximately $ 2.5
million.
This current report on Form 8-K/A is being filed to amend the initial report on
Form 8-K filed with the Securities and Exchange Commission by Abigail Adams
National Bancorp, Inc. on August 2, 2005 for purposes of including the financial
statements and pro forma financial information required by Item 9.01 (a) and (b)
of Form 8-K.
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of businesses acquired.
(i) The Audited Statements of Financial Condition, Statements of
Operations, Statements of Shareholders' Equity and Statements of Cash
Flows for the years ended December 31, 2004 and 2003 of Consolidated
Bank & Trust Company are incorporated herein by reference by Exhibit
99.1.
(ii) The Unaudited Statements of Financial Condition, Statement of
Operations, Statements of Shareholders' Equity and Statements of Cash
Flows for the period ended June 30, 2005 of Consolidated Bank & Trust
Company are attached hereto as Exhibit 99.2.
(b) Pro forma financial information.
(i) The Unaudited Pro Forma Condensed Consolidated Financial Statements at
and for the period ended June 30, 2005 are attached hereto as Exhibit
99.3.
(c) Exhibits.
The following Exhibits are attached as part of this report:
99.1 Audited Financial Statements of Consolidated Bank & Trust Company
(incorporated by reference to Exhibit 99.1 to Abigail Adams
National Bancorp, Inc.'s Current Report on Form 8-K/A filed with
the Securities and Exchange Commission on April 18, 2005
(Commission File No. 000- 10971)
99.2 Unaudited Financial Statements of Consolidated Bank & Trust
Company for the period ended June 30, 2005.
99.3 Unaudited Pro Forma Condensed Consolidated Financial Statements
at and for the period ended June 30, 2005.
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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.
ABIGAIL ADAMS NATIONAL BANCORP, INC.
DATE: October 11, 2005 By: /s/ Karen Troutman
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Karen Troutman
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Audited Financial Statements of Consolidated Bank & Trust Company
(incorporated by reference to Exhibit 99.1 to Abigail Adams
National Bancorp, Inc.'s Current Report on Form 8-K/A filed with
the Securities and Exchange Commission on April 18, 2005
(Commission File No. 000- 10971)
99.2 Unaudited Financial Statements of Consolidated Bank & Trust
Company for the period ended June 30, 2005.
99.3 Unaudited Pro Forma Condensed Consolidated Financial Statements
at and for the period ended June 30, 2005.