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): September 20, 1999
AMERICASBANK CORP.
(Exact name of registrant as specified in its charter)
Maryland 000-22925 52-1948980
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer Identification No.)
of incorporation)
3621 East Lombard Street
Baltimore, Maryland 21224
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (410) 825-5580
(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS.
On September 2, 1999, the Board of Governors of the Federal Reserve System
(the "Federal Reserve") approved the Registrant's application to own all of the
capital stock of AmericasBank (the "Bank"), the Registrant's wholly owned
subsidiary, upon the conversion of the Bank from a federal stock savings bank to
a Maryland commercial bank, and to become a bank holding company under the Bank
Holding Company Act of 1956, as amended (the "Holding Company Act"). On
September 2, 1999, the Federal Reserve also approved the Bank's application to
become a member bank upon its conversion from a federal stock savings bank to a
Maryland commercial bank
On September 15, 1999, the Commissioner of Financial Regulation of the
State of Maryland (the "Bank Commissioner") approved, effective as of 9:00 a.m.
September 20, 1999, the conversion of the Bank from a federal stock savings bank
to a Maryland commercial bank. The Commissioner also approved the Bank's opening
of an office in Towson, Maryland, with that office becoming the Bank's
headquarters, and the Bank's office at 3621 East Lombard Street, Baltimore,
Maryland 21224 becoming a branch office.
As a result of the foregoing approvals, effective as of September 20,
1999, the Registrant became a bank holding company under the Holding Company Act
and the Bank commenced operations as a Maryland commercial bank with its
headquarters located at 500 York Road, Towson, Maryland 21204 and a branch
office located at 3621 East Lombard Street, Baltimore, Maryland 21224.
As a result of the conversion, William A. Fogle, Jr. and Norman H. Katz
resigned as directors of the Registrant and the Bank and Baldev Singh resigned
as a director of the Registrant, pending approval from the Federal Reserve of
their service as directors. The Registrant and the Bank intend to re-appoint
these persons as directors once regulatory approvals are received.
On September 16, 1999, the Bank issued a press release regarding the
conversion of the Bank and the foregoing approvals. The text of the press
release is set forth in Exhibit 99.1 attached hereto and is incorporated in this
report as if fully set forth herein. The press release contains certain
forward-looking statements based on current expectations, and which entail
various risks and uncertainties that could cause actual results to differ
materially from those expressed in such forward-looking statements. Such risks
and uncertainties include the Registrant's limited operating history and history
of losses; risks related to commercial, construction and consumer lending; risks
related to new management; impact of interest rate volatility on deposits;
interest rate, lending and other risks associated with the loans acquired from
Rushmore; risk of loan losses; risk of branch expansion strategy; ability to
develop and market new banking products; impact of government regulation on
operating results; risks of competitive market; impact of monetary policy and
other economic factors on operating results; uncertainty as to effects of
proposed federal legislation; developments in technology; and Year 2000 issues.
The Registrant's actual results could differ materially from those discussed
herein. Additional risk are discussed in the Registrant's periodic filings with
the Securities and Exchange Commission, including those risks identified in the
Company's annual report on Form 10-KSB for the year ended December 31, 1998 and
its quarterly reports on Form 10-QSB for the quarters ended March 31, 1999
and June 30, 1999, which discussion is incorporated in this press release by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits:
99.1 Press Release dated September 16, 1999.
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.
AMERICASBANK CORP.
Date: September 24, 1999 By: /s/ J. Clarence Jameson, III
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J. Clarence Jameson, III,
Chief Executive Officer and President