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AANB > SEC Filings for AANB > Form 8-K on 2-Jan-2009All Recent SEC Filings

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Form 8-K for ABIGAIL ADAMS NATIONAL BANCORP INC


2-Jan-2009

Entry into a Material Definitive Agreement


Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2008, Abigail Adams National Bancorp, Inc. ("AANB"), the holding company of The Adams National Bank, a national bank and Consolidated Bank and Trust Company, a Virginia bank, and Premier Financial Bancorp, Inc. ("Premier") entered into an Agreement of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, and subject to the terms and conditions set forth therein, AANB will merge with and into Premier, with Premier being the surviving corporation of such merger. Under the terms of the Merger Agreement, stockholders of AANB will receive as consideration for each share of AANB common stock, 0.4461 shares of Premier common stock. Each outstanding AANB stock option will be converted into an option to purchase 0.4461 shares of Premier Common Stock.

Subject to regulatory and AANB stockholder approvals, the transaction is expected to close in the second quarter of 2009.

A copy of the Merger Agreement is filed as Exhibit 2 to this Report. A copy of the press release relating to the merger is filed as Exhibit 99 to this Report. The foregoing description is qualified in its entirety by reference to the full text of such exhibits.

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