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): February 8, 2007
American Bank Incorporated
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-31246 01-0593266
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
4029 West Tilghman Street, Allentown, Pennsylvania 18104
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (610) 366-1800
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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)
[X] 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 8.01 Other Events
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On February 8, 2007, American Bank Incorporated (the "Company") announced
plans to deregister the Company's common stock under the Securities Exchange Act
of 1934, as amended, and therefore end the Company's obligation to file reports
with the Securities and Exchange Commission (the "SEC"). The plan will be
accomplished through a merger transaction with an interim corporation to be
established by the Company, together with a share reclassification. As a result
of the merger of the to-be-formed interim corporation into the Company and the
share reclassification, the following would occur: shareholders of record owning
100 or fewer common shares of the Company will receive $9.10 in cash for each
share held; shareholders of record owning more than 100 but fewer than 1,000
common shares of the Company will have the option of choosing between $9.10 in
cash per share and receipt of shares of a proposed new class of preferred stock
of the Company called "Series A Preferred Stock" on a share for share basis; and
shareholders of record owning 1,000 or more common shares of the Company will
retain their common shares without change. As part of the merger, the Company
will limit the amount of cash payable in the transaction to an amount no less
than $1,650,000, which would enable all record shareholders owning less than
1,000 shares as of February 8, 2007 to receive $9.10 in cash. At the time of
election, if there are more shareholders electing cash than is available,
priority will be given to shareholders who were holders of record and owned less
that 1,000 shares as of February 8, 2007.
The Company expects to present the proposal for approval by shareholders at
the Company's annual meeting of shareholders currently expected to be held in
June 2007.
A copy of the Company's press release making the announcement is attached
hereto as Exhibit 99.1, and is incorporated herein by reference.
Exhibit No. Description
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99.1 Press release dated February 8, 2007
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 BANK INCORPORATED
DATE: February 12, 2007 By: /s/ Mark W. Jaindl
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Mark W. Jaindl
President and Chief Executive Officer
EXHIBIT INDEX
The following exhibits are filed as part of this report:
Exhibit No. Description
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99.1 Press release dated February 8, 2007