UNITED
STATES
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): October 1, 2008
ABIGAIL ADAMS NATIONAL
BANCORP, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-10971
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52
-1508198
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(State
or Other Jurisdiction)
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(Commission
File No.)
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(I.R.S.
Employer
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of
Incorporation)
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Identification
No.)
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1130 Connecticut
Avenue, Washington, DC
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20036
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code:
(202)
772-3600
Not
Applicable
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry Into a Material
Definitive Agreement
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On
October 1, 2008, the Company’s wholly owned subsidiary, The Adams National Bank
(the “Bank”), entered into a written agreement with its primary regulator, The
Office of the Comptroller of the Currency (the “OCC”). Under the
terms of the written agreement, the Bank has agreed to take certain actions
relating to the Bank’s lending operations and capital
compliance. Specifically, the OCC is requiring the Bank to take the
following actions:
a) conduct
a review of senior management to ensure that these individuals can perform the
duties required under the Bank’s policies and procedures and the requirements of
the written agreement, and where necessary, the Bank must provide a written
program to address the training of the Bank’s senior officers;
b) achieve
certain regulatory capital levels, which are greater than the regulatory
requirements to be “well capitalized” under bank regulatory requirements by
October 31, 2008. In particular, the Bank must achieve a: 12% total
risk-based capital to total risk-weighted assets ratio; 11% Tier 1 capital to
risk-weighted assets ratio; and 9% Tier 1 capital to adjusted total assets
ratio;
c) develop
and implement a three-year capital program;
d) make
additions to the allowances for loan and lease losses and adopt and implement
written policies and procedures for establishing and maintaining the allowance
in a manner consistent with the written agreement;
e) adopt
and implement an asset diversification program consistent with OCC guidelines
and to perform an analysis of the Bank’s concentrations of credit;
f) take
all necessary actions to protect the Bank’s interest in criticized assets, adopt
and implement a program to eliminate regulatory criticism of these assets,
engage in an ongoing review of the Bank’s criticized assets and develop and
implement procedures for the effective monitoring of the loan
portfolio;
g) hire
an independent appraiser to provide a written or updated appraisal of certain
assets;
h) develop
and implement a program to improve the management of the loan portfolio and to
provide the Board with monthly written reports on credit quality;
i) employ
a loan review consultant acceptable to the OCC to perform a quarterly quality
review of the Bank’s assets;
j) revise
the Bank’s lending policy in accordance with OCC requirements; and
k) maintain
acceptable liquidity levels.
The written agreement includes time
frames to implement the foregoing and on-going compliance requirements for the
Bank, including requirements to report to the OCC. The written
agreement also requires the Bank to establish a committee of the Board of
Directors which will be responsible for overseeing compliance with the written
agreement.
The Bank has taken steps to comply with
the requirements of the written agreement and expects that it will address all
areas of concern within the time frames required.
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Item 5.02
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Departure of Directors or
Principal Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers
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On June 30, 2008, Marianne Steiner
resigned as a director of Abigail Adams National Bancorp, Inc. and The Adams
National Bank. At the time of her resignation, Ms. Steiner served as
the Chairwoman of The Adams National Bank Directors’ Loan Committee. A copy of
Ms. Steiner’s letter of resignation is included as an Exhibit to the Form
8-K.
In June 2008, Bonita A. Wilson resigned
as a director of Abigail Adams National Bancorp, Inc. At the time of
her resignation, Ms. Wilson served on the Company’s Compensation
Committee. A copy of Ms. Wilson’s letter of resignation is included
as an Exhibit to the Form 8-K.
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Item
9.01
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Financial Statements
and Exhibits
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(a)
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Financial
Statements of businesses acquired. Not
Applicable.
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(b)
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Pro
forma financial information. Not Applicable.
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(c)
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Shell
Company Transactions. Not Applicable.
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(d)
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Exhibits.
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99.1
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Letter
of Resignation of Marianne Steiner.
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99.2
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Letter
of Resignation of Bonita A. Wilson.
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99.3
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Agreement
By and Between The Adams National Bank and The Comptroller of the
Currency.
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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.
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ABIGAIL
ADAMS NATIONAL BANCORP, INC.
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DATE:
October 2, 2008
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By:
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/s/ Karen
Troutman
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Karen
Troutman
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Chief
Financial Officer
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