Item 5.04.
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Temporary Suspension of Trading Under Registrants Employee Benefit Plans.
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On December 28, 2007, Alabama National BanCorporation (ANB) sent a notice to its directors and executive officers informing them that a blackout period with respect to the Alabama National
BanCorporation Employee Capital Accumulation Plan (the Plan), a 401(k) plan sponsored by ANB, will begin as of 4:00 p.m., Eastern Time, on January 28, 2008, and end the calendar week of February 18, 2008, during which time
they will be subject to blackout restrictions with respect to transactions in ANB common stock and related equity securities. This blackout period is being implemented in connection with the anticipated merger (the Merger) of ANB with
and into RBC Centura Banks, Inc. (RBC Centura), a wholly-owned subsidiary of Royal Bank of Canada (RBC). To administer the exchange of shares of ANB common stock held by the Plan for cash, RBC common shares, or a combination
of both, in connection with the Merger, access to ANB common stock held in participant accounts under the Plan must be suspended for the blackout period, during which time participants in the Plan will be unable to engage in any transaction
involving ANB common stock held in their Plan accounts, including investment direction and diversification, distribution and loan transactions.
On December 27, 2007, ANB received notice of the blackout period pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974. On December 28, 2007, ANB sent a notice to participants in the Plan regarding the
upcoming suspension of trading of ANB common stock held in Plan accounts during the blackout period.
A copy of the blackout notice to
ANBs directors and executive officers, which includes the information specified in
Rule 104(b) of Regulation BTR, is attached hereto as Exhibit 99.1 and is incorporated herein by reference. During the blackout period and for a period of
two years after the ending date of the blackout period, security holders or other interested persons may obtain, without charge, information about the actual beginning and ending dates of the blackout period by contacting Kimberly Moore at 1927
First Avenue North, Birmingham, Alabama 35203, or at (205) 583-3738, to whom all inquiries regarding the blackout period should be directed.
Where
You Can Find Additional Information About The Merger
The proposed Merger is being submitted to ANBs stockholders for
consideration at a special meeting to be held on January 24, 2008. In connection with the proposed Merger, RBC has filed with the Securities and Exchange Commission (the SEC) a registration statement on Form F-4 (File
No. 333-147789) (as amended, the Registration Statement) to register the RBC common shares to be issued to ANB stockholders in the proposed Merger and that includes a definitive proxy statement of ANB dated December 14, 2007
(the Proxy Statement/Prospectus) that also constitutes a prospectus of RBC. RBC and ANB have also filed, and intend to continue to file, additional relevant materials with the SEC. ANB and RBC filed the Proxy Statement/Prospectus with
the SEC on December 17, 2007 and ANB began mailing the Proxy Statement/Prospectus to its stockholders on or about December 18, 2007. These documents contain important information about the Merger. ANB stockholders are urged to read these
documents carefully.
You may obtain copies of all documents filed with the SEC regarding the Merger, free of charge, at the SECs
website (www.sec.gov). You may also obtain documents filed by RBC with the SEC free of charge from RBCs website (www.rbc.com) under the heading News and InformationInvestor Relations and then under the heading
Regulatory Filings and then under the heading Link to EDGAR Information and Filings. You may also obtain documents filed by ANB with the SEC free of charge, from ANBs website (www.alabamanational.com) under the heading
Financial Reports and then under the item SEC Filings.
Participants in The Merger
RBC, RBC Centura, ANB and their respective directors, executive officers and certain other members of management and employees may be deemed to be
participants soliciting proxies from ANB stockholders in favor of the Merger. Information about RBCs executive officers and directors is available in RBCs management proxy circular filed with the SEC as an exhibit to its Form 6-K on
February 9, 2007. Information about ANBs executive officers and directors is available in Alabama Nationals definitive proxy statement and Form 8-K filed with the SEC on April 12 and June 22, 2007, respectively. Additional
information regarding the interests of persons who may, under the rules of the SEC, be considered participants in the solicitation of ANB stockholders in connection with the proposed Merger is available in the definitive Proxy Statement/Prospectus
for the proposed Merger and other relevant documents filed with the SEC.
Cautionary Statement Regarding Forward-Looking Information
This document may contain forward-looking statements within the meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. ANB cautions readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking statements. Such
forward-looking statements include, but are not limited to, statements about the anticipated schedule for the merger between ANB and RBC Centura, and other statements that are not historical facts. Such forward-looking statements are necessarily
estimates reflecting ANBs best judgment based upon current information and involve a number of risks and uncertainties, and various factors could cause results to differ materially from those contemplated by such forward-looking statements.
The following factor, among others, could cause actual results to differ from those set forth in forward-looking statements: ANBs
ability to consummate the proposed merger with RBC Centura on the proposed terms and schedule, including the ability to obtain regulatory approval and approval of ANBs stockholders. Additional factors that may affect future results are
contained in ANBs and RBCs filings with the SEC, which are available at the SECs web site, http://www.sec.gov, including without limitation the risk factors set forth in the definitive proxy statement/prospectus filed by ANB and
RBC with the SEC on December 17, 2007, ANBs Annual Report on Form 10-K for the year ended December 31, 2006, and ANBs Quarterly Report for the period ended September 30, 2007. ANB disclaims any obligation to update and
revise statements contained in these materials based on new information or otherwise.