Last November, organizers of American Southwest Corp. of Midwest City
proposed the acquisition of 100 percent of the sh ares of National
Bancshares Inc. of Oklahoma City, plus 100 percent of the voting
shares of Mercantile Bank in Moore.
If that transaction had been completed, American Southwest would
have owned National Bancshares, which owns 80 percent of American
National Bancshares Inc., which owns 100 percent American National
Bank of Midwest City. This amounts to a two-tier holding company.
However, those acquisition plans were called off, according to
Andrew J. Haswell Jr., advisory director for American Southwest and
chairman of National Bancshares.
That change was a contributing factor to the Chapter 11 bankruptcy
petitions filed Monday in U.S. Bankruptcy Court by National
Bancshares and American National Bancshares.
Another factor was a proposed American Southwest public offering,
which was not completed.
The decision was reached over a period of about three months,
National Bancshares and American National Bancshares have a common
board of directors, with Haswell as chairman.
Last November, American Southwest filed a registration statement
with the U.S. Securities Exchange Commission for a public offering
and announced it would sell up to 1 million shares at $8.50 per
In addition, the organizers filed a request for approval as a new
bank holding company with the Federal Reserve Bank in Kansas City.
American Southwest said at the time it would pay the group of
stockholders which owns Mercantile Bank $3.5 million for their
The American Southwest company is now basically a shell, and the
deal to purchase the banks was never consummated, Haswell said
The proposed public offering by American Southwest was dropped
because of such factors as market conditions, ability to find
purchasers for the stock, and financial conditions of the makeup of
the banks and their structures, Haswell said.
"It was mostly the market for a publicly-owned multibank holding
company," he said. "The securities business changes from day to day.
It gradually became unfeasible."
Archer L. Brock, president and chief executive officer of
Mercantile Bank, said American Southwest failed to exercise its
option to purchase the bank, which expired Dec. 31.
"Under the circumstances, I think everything worked out just
fine," he said. "I'm not disappointed."
Asked if he would pursue a multibank arrangement in the future,
"We look at every deal as it comes up. We're bankers primarily,
but at the same time we're good listeners."
Brock was listed as a director of American Southwest at the time
of the November announcement, along with Haswell, Charles Morrison,
chairman of the executive committee at American National Bank; Don
F. Duffield, president and chief executive officer of American
National Bank; and F. Dale Crabtree, one of the larger shareholders
in National Bancshares.
Haswell said the transaction would have been "wonderful" if it had
"It would have reduced the holding company debt, cashed out the
preferred stock of the top company, and injected working capital into
(American National) Bank," he said. "It just didn't get done."
The two holding companies for the Midwest City bank financed the
legal fees, printing bills and accounting bills paid in preparation
for the public offering, Haswell said. …