SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. _____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
AMERICASBANK CORP.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
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(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(4) Date Filed: _________________________________________________________
AMERICASBANK CORP.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD THURSDAY, MAY 25, 2000, AT 3:00 P.M.
AT
Holiday Inn
North Ballroom
1100 Cromwell Bridge Road
Towson, MD 21286
The Annual Meeting of Stockholders of AmericasBank Corp., a Maryland
corporation (the "Company"), will be held on May 25, 2000, at 3:00 p.m., local
time, at the Holiday Inn, North Ballroom, 1100 Cromwell Bridge Road, Towson,
Maryland 21286 to consider and vote upon:
1. The election of four directors to serve until the Annual Meeting of
Stockholders to be held in 2003 and until their successors are duly elected
and qualified.
2. Ratification of the selection of Keller Bruner & Company, LLP, to
serve as the Company's independent auditors for the 2000 fiscal year.
3 Any other matters that may properly come before the meeting or any
adjournment thereof.
Only stockholders of record at the close of business on April 30, 2000 will
be entitled to notice of and to vote at the meeting or any adjournment thereof.
Accompanying this notice is a proxy statement and proxy form. Whether or not
you plan to attend the meeting, please indicate your choices on the matters to
be voted upon, date and sign the enclosed proxy and return it in the enclosed
postage-paid return envelope. You may revoke your proxy at any time prior to or
at the meeting by written notice to the Company, by executing a proxy bearing a
later date, or by attending the meeting and voting in person.
The Board of Directors recommends a vote FOR the election of the nominees
named in the proxy statement and FOR Proposal Two.
You are cordially invited to attend the meeting in person.
By Order of the Board of Directors,
Shawki N. Malek
Secretary
May 1, 2000
AMERICASBANK CORP.
PROXY STATEMENT
Annual Meeting of Stockholders to be held on
Thursday, May 25, 2000 at 3:00 P.M.
SOLICITATION AND REVOCATION OF PROXIES
The enclosed proxy is solicited by the Board of Directors of AmericasBank
Corp. (the "Company") for use at the Annual Meeting of Stockholders (the
"Meeting") to be held on May 25, 2000, at 3:00 p.m., local time. The Meeting
will be held at the Holiday Inn, North Ballroom, 1100 Cromwell Bridge Road,
Towson, Maryland 21286. The proxy is revocable at any time prior to or at the
Meeting by written notice to the Company, by executing a proxy bearing a later
date, or by attending the Meeting and voting in person. In addition to
solicitation by mail, proxies may be solicited by officers and directors of the
Company personally or by telephone. Such persons will not be specifically
compensated for soliciting such proxies. The cost of soliciting proxies will be
borne by the Company and may include reasonable out-of-pocket expenses in
forwarding proxy materials to beneficial owners. Brokers and other persons will
be reimbursed for their reasonable expenses in forwarding proxy materials to
customers who are beneficial owners of the common stock of the Company
registered in the name of nominees. This proxy material is being sent to the
Company's stockholders on or about May 1, 2000.
OUTSTANDING SHARES AND VOTING RIGHTS
Stockholders of record at the close of business on April 30, 2000 are
entitled to notice of and to vote at the Meeting. As of the close of business on
that date, there were outstanding and entitled to vote 496,000 shares of common
stock, $0.01 par value per share ("Common Stock"), each of which is entitled to
one vote.
The presence, in person or by proxy, of stockholders entitled to cast a
majority of all votes entitled to be cast at the Meeting shall constitute a
quorum. The affirmative vote of at least a plurality of all shares voted at the
Meeting is sufficient for the approval of each of the nominees named in the
Proxy Statement. The affirmative vote of at least a majority of all shares
voted at the Meeting is sufficient for the approval of Proposal Two. An
abstention or broker non-vote is included for purposes of determining the
presence or absence of a quorum for the transaction of business but is not
included in calculating votes cast with respect to the Proposals. The Company
designates an individual to serve as the Inspector of Elections for purposes of
tallying shares voted. The Inspector of Elections will be present at the
Meeting.
The Board of Directors recommends a vote FOR the election of each of the
nominees named in the Proxy Statement and FOR the approval of Proposal Two.
All proxies will be voted as directed by the stockholder on the proxy form.
A proxy, if executed and not revoked, will be voted in the following manner
(unless it contains instructions to the contrary, in which event it will be
voted in accordance with such instructions):
. FOR the nominees for directors named below.
. FOR ratification of the selection of Keller Bruner & Company, LLP as the
Company's independent auditors for the 2000 fiscal year.
. Proxies will be voted in the discretion of the holder on such other
business as may properly come before the Meeting or any adjournments
thereof.
IT IS ANTICIPATED THAT THE COMPANY'S DIRECTORS AND OFFICERS WILL VOTE THEIR
SHARES OF COMMON STOCK IN FAVOR OF THE NOMINEES FOR ELECTION TO THE BOARD OF
DIRECTORS LISTED HEREIN AND FOR THE RATIFICATION OF KELLER, BRUNER & COMPANY,
LLP AS THE COMPANY'S INDEPENDENT AUDITORS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The table below sets forth information as of March 30, 2000, relating to the
beneficial ownership of the Common Stock by (i) each person or group believed by
management to own beneficially more than five percent (5%) of the outstanding
Common Stock; (ii) each of the Company's directors and director nominees; and
(iii) all directors and executive officers of the Company as a group. As of
March 30, 2000, there were 496,000 shares of Common Stock issued and
outstanding. Unless otherwise noted below, the Company believes that each
person named in the table has the sole voting and sole investment power with
respect to each of the shares reported as beneficially owned by such person.
Beneficial Percent of
Name & Address Ownership of Shares(1) Class Owned(1)
- -------------- ---------------------- --------------
Marc J. Atas 14,762(2) 2.93%
10 North Calvert Street
Suite 744
Baltimore, MD 21202
Garbis Baklayan 30,776(3) 6.02%
300 Chapelwood Lane
Lutherville, MD 21093
Nicholas J. Belitsos, M.D. 33,808(4) 6.58%
St. Joseph Prof. Building
7401 Osler Drive, Suite 102
Towson, MD 21204
2
Beneficial Percent of
Name & Address Ownership of Shares(1) Class Owned(1)
- -------------- ---------------------- --------------
Thomas M. Brandt, Jr. 12,640(5) 2.52%
11806 Linden Chapel Road
Clarksville, MD 21029
Cynthia B. Conklin 10,340(6) 2.06%
230 E. Montgomery Street
Baltimore, MD 21230
William A. Fogle, Jr. 6,428(7) 1.28%
RR1 Box 192
Glen Rock, PA 17327
Constantine Frank 23,294(8) 4.59%
14721 Manor Road
Phoenix, MD 21131
Charles F. Imhoff, Jr. 9,354(9) 1.87%
810 Gleneagles Court
Suite 202
Baltimore, Maryland 21286
J. Clarence Jameson, III 136,336(10) 24.64%
515 E. Joppa Road
Towson, MD 21286
Kemp Jayadeva 22,920(11) 4.51%
3713 Michelle Way
Baltimore, MD 21208
Norman H. Katz 7,284(12) 1.46%
3420 Lynne Haven Drive
Baltimore, MD 21244
Shawki N. Malek, M.D. 35,908(13) 6.98%
120 Sister Pierre Drive
Suite 408
Towson, MD 21204
Mark D. Noar, M.D. 23,200(14) 4.57%
603 Hastings Road
Towson, MD 21286
Larry D. Ohler 22,108(15) 4.35%
9570 Berger Road
Columbia, MD 21046
3
Kenneth D. Pezzulla 17,220(16) 3.38%
401 Washington Ave.
Suite 301
Towson, MD 21204-4804
Neena Rao, M.D. 25,124(17) 4.94%
29 Treadwell Court
Lutherville, MD 21093
Ramon F. Roig, Jr., M.D. 30,380(18) 5.93%
15 Aigburth Road
Towson, MD 21204
Michael Stern 9,528(19) 1.90%
Rehabilitation Services, Inc.
1866-B Reisterstown Road
Woodholme Square
Baltimore, MD 21208
Lee W. Warner 25,140(20) 4.94%
9515 Deereco Road, Suite 601
Timonium, MD 21093
Carl A. J. Wright 29,308(21) 5.74%
120 E. Baltimore Street
22nd Floor
Baltimore, MD 21202
Officers and Directors as a 538,093(22) 68.12%
Group (22 people)
(1) Includes shares of Common Stock subject to options or warrants held by the
named individual that are exercisable as of, or within 60 days of, March
30, 2000. Such shares are deemed outstanding for the purpose of computing
the percentage ownership of the person holding the options or warrants, but
are not deemed outstanding for the purpose of computing the percentage
ownership of any other person.
4
(2) Includes warrants to purchase 7,291 shares and options to purchase 180
shares. The shares of Common Stock and the warrants are held for the
benefit of Mr. Atas' SEP IRA, as to which Mr. Atas has sole voting and
investment power.
(3) Includes warrants to purchase 15,218 shares and options to purchase 340
shares. 10,000 of the shares of Common Stock and 10,000 of the warrants are
held for the benefit of Mr. Baklayan's IRA, as to which Mr. Baklayan has
sole voting and investment power.
(4) Includes warrants to purchase 16,184 shares and options to purchase 1,440
shares. 5,000 of the shares of Common Stock and 5,000 of the warrants are
held for the benefit of the Nicholas J. Belitsos, M.D. Profit Sharing
Trust, as to which Dr. Belitsos is the sole trustee; 2,100 shares of the
Common Stock and 2,100 of the warrants are held by dependent children;
1,000 shares of the Common Stock and 1,000 of the warrants are held jointly
with Dr. Belitsos' wife, as to which Dr. Belitsos shares voting and
investment power; and 1,000 of the shares of Common Stock and 1,000 of the
warrants are held by Dr. Belitsos' wife. Dr. Belitsos disclaims beneficial
ownership as to the shares of Common Stock and warrants held by his wife.
(5) Includes warrants to purchase 6,250 shares and options to purchase 140
shares. The shares of Common Stock and the warrants are held for the
benefit of Mr. Brandt's IRA, as to which Mr. Brandt has sole voting and
investment power.
(6) Includes warrants to purchase 5,050 shares and options to purchase 240
shares. 5,000 of the shares of Common Stock and 5,000 of the warrants are
held for the benefit of the Cynthia B. Conklin Profit Sharing Plan, as to
which Ms. Conklin is the sole trustee.
(7) Includes warrants to purchase 1,984 shares and options to purchase 2,460
shares. 200 of the shares of Common Stock and 200 of the warrants are held
for the benefit of Mr. Fogle's IRA, as to which Mr. Fogle has sole voting
and investment power.
(8) Includes warrants to purchase 11,417 shares and options to purchase 460
shares. 10,367 shares of the Common Stock and 10,367 of the warrants are
held jointly with Mr. Frank's wife, as to which Mr. Frank shares voting and
investment power; and 1,000 shares of the Common Stock and 1,000 of the
warrants are held for the benefit of Mr. Frank's IRA, as to which Mr. Frank
has sole voting and investment power.
(9) Includes warrants to purchase 4,567 shares and options to purchase 220
shares. 4,167 of the shares of Common Stock and 4,167 of the warrants are
held jointly with Mr. Imhoff's wife, as to which Mr. Imhoff shares voting
and investment power; and 400 of the shares of Common Stock and 400 of the
warrants are held as joint tenants with adult children, as to which Mr.
Imhoff shares voting and investment power.
(10) Includes warrants to purchase 61,608 shares and options to purchase 13,120
shares. 32,346 of the shares of Common Stock and 32,346 of the warrants are
held jointly with Mr. Jameson's wife, as to which Mr. Jameson shares voting
and investment power; 18,700 of the shares of Common Stock and 18,700 of
the warrants are held for the benefit of Mr. Jameson's IRA, as to which Mr.
Jameson has sole voting and investment power; and 4,850 of the shares of
Common Stock and 4,850 of the warrants are held by Mr. Jameson's wife's
IRA. Mr. Jameson disclaims beneficial ownership as to the shares of Common
Stock and warrants held by his wife's IRA.
5
(11) Includes warrants to purchase 10,500 shares and options to purchase 1,920
shares. 2,450 of the shares of Common Stock and 2,450 of the warrants are
held jointly with Mr. Jayadeva's wife, Shobha Jayadeva, M.D., as to which
Mr. Jayadeva shares voting and investment power; 2,500 of the shares of
Common Stock and 2,500 of the warrants are held by dependent children; 500
of the shares of Common Stock and 500 of the warrants are held by Nivi
Corporation; and 5,000 of the shares of Common Stock and 5,000 of the
warrants are held for the benefit of the Shobha Jayadeva Pension Plan, as
to which Shobha Jayadeva, M.D., is the sole trustee. Mr. Jayadeva,
directly or indirectly, controls the voting and investment power of Nivi
Corporation. Mr. Jayadeva disclaims beneficial ownership as to the shares
of Common Stock and warrants held for the benefit of his wife's pension
plan.
(12) Includes warrants to purchase 2,842 shares and options to purchase 1,600
shares. 2,000 of the shares of Common Stock and 2,000 of the warrants are
held for the benefit of Mr. Katz's wife's IRA, as to which Mrs. Katz has
sole voting and investment power. Mr. Katz disclaims beneficial ownership
as to the shares of Common Stock and warrants held for the benefit of his
wife's IRA.
(13) Includes warrants to purchase 17,134 shares and options to purchase 1,640
shares. 16,584 of the shares of Common Stock and 16,584 of the warrants are
held for the benefit of the Shawki N. Malek KEOGH Plan, as to which Dr.
Malek is the trustee, and 500 of the shares of Common Stock and 500 of the
warrants are held by dependent children. The 16,584 shares of Common Stock
and 16,584 warrants held for the benefit of the Shawki N. Malek KEOGH Plan
include 15,084 shares of Common Stock and 15,084 warrants held for the
benefit of Dr. Malek and 1,500 shares of Common Stock and 1,500 warrants
held for the benefit of Dr. Malek's wife. Dr. Malek disclaims beneficial
ownership as to the shares of Common Stock and warrants held in the KEOGH
Plan for the benefit of his wife.
(14) Includes warrants to purchase 11,260 shares and options to purchase 680
shares. 9,950 of the shares of Common Stock and 9,950 of the warrants are
held jointly with Dr. Noar's wife, as to which Dr. Noar shares voting and
investment power; and 1,260 of the shares of Common Stock and 1,260 of the
warrants are held by dependent children.
(15) Includes warrants to purchase 10,334 shares and options to purchase 1,440
shares. 2,642 of the shares of Common Stock and 2,642 of the warrants are
held by PLEDGE, a general partnership, and 2,642 of the shares of Common
Stock and 2,642 of the warrants are held by Columbia Leasing Corporation.
Mr. Ohler, directly or indirectly, controls the voting and investment power
of PLEDGE and Columbia Leasing Corporation.
(16) Includes warrants to purchase 3,050 shares and options to purchase 11,120
shares. 3,000 of the shares of Common Stock and 3,000 of the warrants are
held for the benefit of Mr. Pezzulla's IRA, as to which Mr. Pezzulla has
sole voting and investment power.
(17) Includes warrants to purchase 12,502 shares and options to purchase 120
shares. 4,168 of the shares of Common Stock and 4,168 of the warrants are
held by dependent children.
6
(18) Includes warrants to purchase 14,500 shares and options to purchase 1,380
shares. 3,000 of the shares of Common Stock and 3,000 of the warrants are
held for the benefit of Dr. Roig's IRA, as to which Dr. Roig has sole
voting and investment power; 8,500 of the shares of Common Stock and 8,500
of the warrants are held for the benefit of the Raymond F. Roig, Jr., M.D.
Profit Sharing Trust, as to which Dr. Roig is the sole trustee; and 2,000
of the shares of Common Stock and 2,000 of the warrants are held for the
benefit of Dr. Roig's wife's IRA, as to which Mrs. Roig has sole voting and
investment power. Dr. Roig disclaims beneficial ownership as to the share
of Common Stock and warrants held for the benefit of his wife's IRA.
(19) Includes warrants to purchase 4,549 shares and options to purchase 160
shares. 4,499 shares of the Common Stock and 4,499 of the warrants are held
for the benefit of the RTW Rehabilitation Services, Inc. 401K Profit
Sharing Plan & Trust, of which Mr. Stern and his wife are the trustees.
(20) Includes warrants to purchase 12,500 shares and options to purchase 140
shares. The shares of Common Stock and the warrants are held jointly with
Mr. Warner's wife, as to which Mr. Warner shares voting and investment
power.
(21) Includes warrants to purchase 14,584 shares and options to purchase 140
shares.
(22) Includes warrants to purchase 243,858 shares and options to purchase 50,107
shares.
PROPOSAL ONE
ELECTION OF DIRECTORS
The By-Laws of the Company provide that the number of directors shall be nine
or such other number as may be designated from time to time by resolution of the
Board of Directors. The number of directors of the Company currently is set at
23. At the 1998 Annual Meeting of Stockholders of the Company, the directors
were divided into three classes, with each class containing approximately one-
third of the total number of directors, so that, after a phase-in period, each
director will serve for a term ending on the date of the third annual meeting of
stockholders following the annual meeting at which such director was elected.
The term of office of one of the three classes of directors expires each year.
Pursuant to the By-Laws of the Company, newly created directorships resulting
from any increase in the number of directors or any vacancies in the Board of
Directors are filled by a majority vote of the remaining directors, and the
directors so chosen hold office for a term expiring at the next annual meeting
at which successors are elected and qualified.
During 1999, Leonard Frenkil, Melanie R. Sabelhaus and Baldev Singh resigned
as directors of the Company. The directorships held by these persons were not
filled during 1999 and will not be filled at the Meeting. Also, the Board of
Directors has not nominated anyone to fill the vacancy to be created by the
termination, as of the date of the Meeting, of the term of office of director
Cynthia Conklin. Ms. Conklin requested that she not be renominated as a
director of the Company. These four directorships will remain vacant until
filled by the Board of Directors or until the Board of Directors reduces the
number of directors.
7
At the Meeting, four directors will be elected to hold office for a three
year term until the 2003 Annual Meeting of Stockholders and until the election
and qualification of their successors.
All of the nominees are now directors of the Company. The directors whose
terms have not expired will continue to serve as directors until the expiration
of their respective terms. It is not contemplated that any of the nominees will
become unavailable to serve, but if that should occur before the Meeting,
proxies that do not withhold authority to vote for the nominees listed below
will be voted for another nominee, or nominees, selected by the Board of
Directors. The Board of Directors of the Company recommends that stockholders
vote FOR the election of all nominees.
Vote Required
The affirmative vote of at least a plurality of the shares represented at the
Meeting in person or by proxy is required for the election of the directors.
Nominees for Election as Directors
Name Age Term to Expire Director Since
- ---- ----- -------------- --------------
Garbis Baklayan 52 2003 1998
Nicholas J. Belitsos, M.D. 49 2003 1998
Ramon F. Roig, Jr., M.D. 65 2003 1998
Lee W. Warner 45 2003 1998
Biographical information concerning these nominees is set forth below.
GARBIS BAKLAYAN is a director of the Company. Mr. Baklayan is President and
Chief Executive Officer of Gary's Sportswear and Athletic Shoes, a shoe and
sportswear company, and has served in that capacity since 1978
NICHOLAS J. BELITSOS, M.D. is a director of the Company. Dr. Belitsos currently
practices internal medicine and gastroenterology in Baltimore, Maryland and is
President of Nicholas J. Belitsos, M.D., P.A. He has served in that capacity
for the past twelve years.
RAMON F. ROIG, JR., M.D. is a director of the Company and its wholly owned
subsidiary, AmericasBank (the "Bank"). Dr. Roig currently practices internal
medicine and gastroenterology in Baltimore, Maryland and is President of Ramon
F. Roig, M.D., P.A. He has served in that capacity since 1974.
8
LEE W. WARNER is a director of the Company. Mr. Warner is the Chairman and
Chief Executive Officer of The L. Warner Companies, Inc., an investment advisory
firm, and he has served in that capacity since December 1992.
Continuing Directors
The directors of the Company whose terms have not expired, their ages, the
years in which their terms expire and the year in which they became directors
are as follows:
Name Age Term to Expire Director Since
- ---- ----- -------------- --------------
Mark J. Atas 45 2002 1999
Thomas M. Brandt, Jr. 48 2002 1999
William A. Fogle, Jr. 63 2001 1996
Constantine Frank 44 2002 1998
Charles F. Imhoff, Jr. 55 2002 1999
J. Clarence Jameson, III 68 2001 1996
Kemp Jayadeva 49 2001 1996
Norman H. Katz 72 2001 1996
Shawki N. Malek, M.D. 55 2001 1998
Mark D. Noar, M.D. 45 2002 1998
Larry D. Ohler 60 2001 1996
Kenneth D. Pezzulla 69 2001 1996
Neena Rao, M.D. 49 2001 1999
Michael Stern 48 2002 1998
Carl A. J. Wright 44 2002 1999
Biographical information concerning these nominees is set forth below.
MARK J. ATAS is a director of the Company. Mr. Atas is an attorney in solo
practice in the Baltimore metropolitan area and has been a solo practitioner for
over 19 years.
THOMAS M. BRANDT, JR. is a director of the Company. Since April 1997, Mr.
Brandt has been a Senior Vice President and the Chief Financial Officer of
Telecommunication Systems, Inc., a software systems integration company. From
May 1996 to March 1997, Mr. Brandt was a Senior Vice President and the Chief
Financial Officer of DIGEX, Inc., an internet service provider. From August
1993 to May 1996, Mr. Brandt was a director of Price Waterhouse, LLP, a public
accounting and consulting firm.
WILLIAM A. FOGLE, JR. is Vice Chairman of the Board of Directors of the Company
and the Bank. Mr. Fogle currently is Vice President of York County Property
Management Company, a real estate construction, management and development
company in York County, Pennsylvania, and has served in that capacity since
January 1997. Since January
9
1997, Mr. Fogle also has been a licensed realtor with Century 21 Country Home, a
real estate sales company. He was an Assistant Vice President of Marketing and
Sales of BCI Contractors, Inc., a construction company, from February 1995 to
December 31, 1996. Mr. Fogle was Secretary of the Maryland Department of
Licensing and Regulation from 1987 to February 1995.
CONSTANTINE FRANK is a director of the Company. Since 1972, Mr. Frank has been
employed by Precision Vending, Inc. (f/k/a/ Nick Frank Vending, Inc.), a vending
company servicing customers in the Baltimore area. Mr. Frank has been President
of Precision Vending, Inc. since July 1, 1997.
CHARLES F. IMHOFF, JR. is a director of the Company. Mr. Imhoff is the President
of Charles F. Imhoff, P.A., a certified public accounting firm, and has served
in that capacity since 1978.
J. CLARENCE JAMESON, III is a director of the Company. Mr. Jameson currently is
the President and a principal of Jameson and Associates, P.A., a public
accounting firm, and has served in that capacity for over 16 years. From June
1996 to January 1, 2000, Mr. Jameson was President and Chairman of the Board of
the Company, and from December 1997 to January 1, 2000, Mr. Jameson was Vice
President and Chairman of the Board of Directors of the Bank. From February
1994 to June 1995, Mr. Jameson was Chairman of the Board of Directors of
Maryland Bank Corp., the savings and loan holding company of MarylandsBank, FSB.
Mr. Jameson also was a director of MarylandsBank, FSB from February 1994 to June
1995. Mr. Jameson also was an organizer of the Bank of Maryland and its holding
company, Bank Maryland Corp., and he served as Chairman of the Board of
Directors of both entities from 1985 to 1990.
KEMP JAYADEVA is a director of the Company and the Bank. Mr. Jayadeva currently
is the President and sole stockholder of Allied Physician Services, Inc., a
computer services firm, and has served in that capacity for over 13 years.
NORMAN H. KATZ is a director of the Company and the Bank. Mr. Katz is an
attorney in solo practice in the Baltimore metropolitan area and has been a sole
practitioner for over 17 years. Mr. Katz was the assistant director of the
Division of Parole and Probation for the State of Maryland from 1955 to 1978.
SHAWKI N. MALEK, M.D. is the Secretary of the Company and the Bank and is a
director of the Company and the Bank. Dr. Malek became the Secretary of the
Company and the Bank in February 2000. Dr. Malek is in private practice
specializing in adult and pediatric gastroenterology with offices in Towson,
Maryland and has served in that capacity since 1982.
MARK D. NOAR, M.D., is a director of the Company and the Bank. Dr. Noar
currently is a gastroenterologist in Baltimore, Maryland and is a principal of
Endoscopic Microsurgery Associates, P.A., which is a medical practice in
Baltimore, Maryland. He has served in that
10
capacity for over 10 years. Dr. Noar also is the Medical Director and a
principal of The Endoscopy Center, Inc., which operates an ambulatory surgery
center. He has served in that capacity for over eight years.
LARRY D. OHLER is the Treasurer of the Company and the Bank and a director of
the Company and the Bank. From June 1985 to February 1999, Mr. Ohler was the
Chief Financial Officer of PATS, Inc., an aircraft equipment manufacturer. Mr.
Ohler has been retired since February 1999.
KENNETH D. PEZZULLA is the President of the Company and is the Chairman of the
Board of Directors of the Company and the Bank. Mr. Pezzulla, a director of the
Company since June 1996 and a director of the Bank since December 1997, became
Chairman of the Company and the Bank on January 1, 2000, and became President of
the Company in February 2000. From June 1996 to February 2000, Mr. Pezzulla was
the Secretary of the Company, and from December 1997 to February 2000, Mr.
Pezzulla was the Secretary of the Bank. Mr. Pezzulla currently is a member of
Pezzulla and Pezzulla, LLC, a Towson law firm, and has served in that capacity
since 1995. Mr. Pezzulla had a solo legal practice from 1975 to 1995. Mr.
Pezzulla was a director of Rushmore Trust & Savings, FSB, from 1989 to October
1997, and was a director of its predecessor, LaCorona Building and Loan
Association, from 1963 to 1989. Mr. Pezzulla was President of LaCorona Building
and Loan Association from 1985 to 1988.
NEENA RAO, M.D. is a director of the Company. Dr. Rao is in private practice
specializing in cardiology with offices in Towson and Randallstown, Maryland,
and has served in that capacity since 1987.
MICHAEL STERN is a director of the Company. Mr. Stern currently is the
President of RTW Rehabilitation Services, Inc., a company, which provides case
management and vocational services to injured workers. He has served in that
capacity since 1980. RTW Rehabilitation Services, Inc. provides services in
Maryland, North Carolina, Virginia, Washington, D.C. and West Virginia. Mr.
Stern also is a Vice President of Family Vending, Inc., a vending company, Cash
All Checks Inc. of Maryland and Cash All Checks of P.A. Inc., which are check
cashing companies, and L'Enfant Card and Gift Inc., a gift shop.
CARL A. J. WRIGHT is a director of the Company. Since January 1998, Mr. Wright
has been the Regional Vice President of Interim Financial Solutions, an
executive search and interim staffing firm. Prior to January 1998, Mr. Wright
was President of A.J. Burton Group, Inc., an executive search and interim
staffing firm, and he served in that capacity beginning in 1990. In January
1998, A.J. Burton Group, Inc. was purchased by Interim Services, Inc., the
parent company of Interim Financial Solutions, Inc.
11
BOARD MEETINGS AND COMMITTEES
During 1999, the Board of Directors met 13 times, the Capital Committee met
four times, the Compensation Committee met three times, the Audit Committee met
once and the Nominating Committee met five times.
Except as indicated below, each director attended seventy-five percent or
more of all meetings of the Board of Directors and committees of the Board on
which he or she served. Directors Garbis Baklayan, Constantine Frank and
Michael Stern did not attend seventy-five percent or more of all meetings of the
Board of Directors held during the time that such persons were members of the
Board.
The Audit Committee of the Board of Directors consists of Larry D. Ohler
(Chair), Kemp Jayadeva and Kenneth D. Pezzulla. The Audit Committee selects the
independent public accountants, reviews the financial statements with such
accountants, discusses with the accountants and management the results of the
audit and oversees internal accounting procedures and controls. The Audit
Committee also reviews, considers and makes recommendations regarding proposed
related party transactions, if any.
The Capital Committee of the Board of Directors consisted of J. Clarence
Jameson, III (Chair), Nicholas J. Belitsos, William A. Fogle, Jr., Kemp
Jayadeva, Norman H. Katz, Shawki N. Malek, M.D., Kenneth D. Pezzulla and Ramon
F. Roig, Jr. In April 1999, the Board of Directors disbanded the Capital
Committee after the termination of the Company's second public offering. The
Capital Committee made recommendations to the Board of Directors regarding
levels and means of capitalization of the Company and the Bank.
The Compensation Committee of the Board of Directors consists of Thomas M.
Brandt, Jr. (Chair), Kemp Jayadeva, Norman H. Katz, Larry D. Ohler and Ramon F.
Roig, Jr., M.D. The Compensation Committee reviews and determines salaries and
other benefits for executive and senior management of the Company and its
subsidiaries, reviews and determines employees to whom stock options are to be
granted and the terms of such grants, and reviews the selection of officers who
participate in incentive and other compensation plans and arrangements.
The Nominating Committee of the Board of Directors consists of Kemp Jayadeva
(Chair), Marc J. Atas, J. Clarence Jameson, III, Kenneth D. Pezzulla and William
A. Fogle, Jr. The Nominating Committee selects qualified persons as nominees
for election by the stockholders to the Company's Board of Directors. The
Nominating Committee's recommendations are submitted to the Board of Directors
at regularly scheduled meetings. The Nominating Committee will not consider
nominees recommended by stockholders.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company's directors and executive officers, and persons who beneficially
own more than 10% of the Company's Common Stock, are required to file with the
Securities
12
and Exchange Commission initial reports of ownership and reports of changes in
ownership of any securities of the Company to the Company's knowledge, based
solely on the Company's review of copies of such reports furnished to the
Company and written representations that no other reports were required, each of
the following persons who, during the fiscal year ended December 31, 1999, was a
director, officer or beneficial owner of more than 10% of the Company's Common
Stock (a "reporting person"), failed to file on a timely basis the following
required reports:
Directors Garbis Baklayan, Thomas M. Brandt, Jr., Neena Rao, M.D., Ramon F.
Roig, Jr., M.D., Larry D. Ohler and Michael Stern, former director Melanie R.
Sabelhaus and Senior Executive Vice President Richard J. Hunt, Jr., each failed
to file on a timely basis one report on Form 4, each describing one transaction.
Directors Shawki N. Malek, M.D., Larry D. Ohler and Carl A. J. Wright each
amended one report on Form 4, each correcting one transaction.
Directors Shawki N. Malek, M.D. and Neena Rao, M.D. each amended one report
on Form 3.
The Company is not aware of any known failure by a reporting person to file a
required form.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The following sets forth information with respect to the executive officers
and significant employees of the Company and the Bank who do not serve on the
Board of Directors of the Company:
Name Age Position
- ---- ----- --------
Patricia D'Alessandro 54 Executive Vice President of the Company and the Bank and a
Director of the Bank
Richard J. Hunt, Jr. 36 President of the Bank and Senior Executive Vice President of the
Company, and a Director of the Bank
Douglas W. DeVaughn 42 Senior Vice President of the Bank and Senior Credit Officer of
the Bank
Steven T. Hudson 35 Chief Financial Officer of the Company and the Bank
Biographical information concerning Mr. Hunt, Ms. D'Alessandro, Mr. DeVaughn
and Mr. Hudson is set forth below.
13
PATRICIA D'ALESSANDRO is the Executive Vice President of the Company and the
Bank, and is a director of the Bank. From December 1997 to December 1998, Ms.
D'Alessandro was the President of the Bank. Until December 1, 1997, Ms.
D'Alessandro was a Vice President of Rushmore Trust and Savings, FSB
("Rushmore"), and had served in that capacity for over six years. As a Vice
President of Rushmore, Ms. D'Alessandro was responsible for loan originations,
loan servicing, delinquencies and collections for both of Rushmore's branch
offices. Ms. D'Alessandro was employed from 1962 to 1974 and from 1984 to 1989
by Chesapeake Federal Savings and Loan Association, during which time Ms.
D'Alessandro served in a variety of capacities, including assistant secretary of
the association and manager of loan servicing.
RICHARD J. HUNT, JR., is the President and a director of the Bank, and the
Senior Executive Vice President of the Company. From October 1997 to September
1998, Mr. Hunt was Vice President/Private Banking for Chevy Chase Bank in Chevy
Chase, Maryland, and in that capacity was responsible for the development and
operation of the bank's private banking group. From September 1994 to October
1997, Mr. Hunt was Vice President/Corporate Lending and Vice President/Cash
Management for Citizens Savings Bank, FSB in Gaithersburg, Maryland. As Vice
President/Corporate Lending, Mr. Hunt was responsible for developing and
managing the bank's commercial (including small business) clients in Montgomery
County, Maryland. From January 1993 to September 1994, Mr. Hunt was Assistant
Vice President/Not-For-Profit Lending for Riggs National Bank in Washington,
D.C., and in that capacity was responsible for developing and implementing the
bank's plan to penetrate the not-for-profit lending market in Montgomery County,
Maryland. From May 1989 to January 1993, Mr. Hunt served in a variety of
capacities for The First National Bank of Maryland in Rockville, Maryland,
including commercial banking officer, corporate credit analyst and commercial
branch manager.
DOUGLAS W. DEVAUGHN is the Senior Vice President of the Bank and the Senior
Credit Officer of the Bank. From May 1998 to March 1999, Mr. DeVaughn was Vice
President/Account Officer for Chevy Chase Bank in Chevy Chase, Maryland, and in
that capacity was responsible for developing and managing relationships with
high income, high net worth clients. From April 1994 to May 1998, Mr. DeVaughn
was Assistant Vice President/Relationship Manager for NationsBank (now known as
Bank of America) in Baltimore, Maryland, and in that capacity was responsible
for managing relationships with high income, high net worth clients. From April
1986 to April 1994, Mr. DeVaughn served in a variety of capacities for
NationsBank. From August 1980 to April 1986, Mr. DeVaughn served in a variety of
capacities for Central National Bank in Silver Spring, Maryland.
STEVEN T. HUDSON is the Chief Financial Officer of the Company and the Bank.
From August 1997 to August 1999, Mr. Hudson was Assistant Vice
President/Assistant Controller of The Columbia Bank in Columbia, Maryland, and
in that capacity was responsible for, among other things, the day to day
operations of the bank's accounting staff, the preparation of various financial
statements and the preparation of various bank regulatory reports. From April
1995 to May 1997, Mr. Hudson was Assistant Controller of SE Corporation of
Michigan, a gas station holding company, and in that capacity was
14
responsible for, among other things, the day to day operations of the accounting
staff and the preparation of financial statements and budgets.
EXECUTIVE COMPENSATION
Executive Compensation
Summary Compensation Table. The following table sets forth the compensation
--------------------------
paid for the last three fiscal years to J. Clarence Jameson, III, who served as
the Chief Executive Officer of the Company and the Bank during the fiscal year
ended December 31, 1999. No executive officer or employee of the Company or the
Bank received compensation in excess of $100,000 during the last three fiscal
years. Other than the grant of options, all compensation disclosed below was
paid by the Bank.
Long Term Compensation
Annual Compensation Awards
------------------- ---------------------------
Restricted Securities
Other Annual Stock Underlying All Other
Name and Year Salary Bonus Compensation Award(s) Options Compensation
Principal
Position
- ------------------------------------------------------------------------------------------------------------
J. Clarence 1997 -- -- -- -- -- $35,000(2)
Jameson, III, 1998 -- -- -- -- 8,960(3) --
Chairman of the 1999 -- -- -- -- 1,640(3) --
Board of the
Company and the
Bank, President
of the Company,
Vice President
of the Bank(1)
(1) Effective January 1, 2000, Mr. Jameson resigned as Chairman of the Board of
the Company and the Bank, as President of the Company and as Vice President
of the Bank. Currently, Mr. Jameson is a director of the Company.
(2) In consideration of services performed on behalf of the Company and the Bank
in preparing the necessary bank regulatory applications and negotiating the
terms of and performing the necessary investigations related to the Bank's
acquisition of certain of the assets and assumption of certain of the
liabilities of Rushmore Trust and Savings, FSB, upon the closing of the
Company's initial common stock offering and the Company's purchase of the
Bank's capital stock, Mr. Jameson was paid $25,000 by
15
the Bank. In addition, Jameson and Associates, P.A. was paid $12,500 by the
Bank for such services. Mr. Jameson is the President and a principal of
Jameson and Associates, P.A., a public accounting firm. In addition, Mr.
Jameson received $10,000 for additional services rendered to the Bank in
1997. The payment for the services performed as described in this footnote
are not recurrent.
(3) The exercise price of these options is $10.00 per share. The fair market
value of the Company's Common Stock on the date of grant of these options
was determined in good faith by the Board of Directors to be $10.00 per
share. Does not include options granted to Mr. Jameson in his capacity as a
director of the Company and the Bank as described under the caption
"Compensation of Directors."
Options Grants Table. The following table sets forth information on grants
--------------------
of stock options pursuant to the Company's stock option plan to Mr. Jameson
during 1999. The table does not include options granted to Mr. Jameson in his
capacity as a director of the Company and the Bank as described under the
caption "Compensation of Directors."
% of Total
Number of Options
Securities Granted to
Underlying Employees in Exercise Price
Name Options Fiscal Year Per Share Expiration Date
- ---- ------------ --------------- -------------- ---------------
J. Clarence 1,640(1) 10.88% $10.00 October 19, 2009
Jameson, III
(1) The options, which were granted as of October 20, 1999, did not become
exercisable until April 20, 2000.
Aggregate Options Table. The following table sets forth information on the
-----------------------
aggregate number of shares of Common Stock underlying unexercised options held
as of December 31, 1999 by Mr. Jameson and the aggregate dollar value of in-the-
money unexercised options held as of December 31, 1999 by Mr. Jameson. The
table does not include the aggregate number of options granted to Mr. Jameson in
his capacity as a director of the Company and the Bank as described under the
caption "Compensation of Directors."
16
Number of Securities Value of Unexercised
Underlying Unexercised Options in-the-Money Options
at FY-End at FY-End
------------------------------- --------------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
J. Clarence 8,960(1) 1,640(1) -- --
Jameson, III
(1) The exercise price of these options is $10.00 per share.
Compensation of Directors
Except for the grant of options to purchase shares of Common Stock as
described below, directors do not receive fees for their services, and are not
reimbursed for expenses incurred in connection with their service as directors.
It is expected that directors will not receive any monetary compensation until
such time as the Company becomes profitable.
Pursuant to the Company's stock option plan, each non-employee director of
the Company or any subsidiary of the Company is granted an option to purchase 20
shares of Common Stock as of the date of his or her attendance at a meeting of
the Board of Directors of the Company or a committee thereof, or a meeting of a
committee of the Board of Directors of a subsidiary of the Company. For
purposes of this option grant program, officers of the Company who do not
provide day to day services to the Company or the Bank are not considered to be
employees of the Company.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company and the Bank have engaged and expect to engage in the future in
transactions in the ordinary course of business with their directors and
officers and such persons' affiliates on substantially the same terms as those
prevailing at the time for comparable transactions with unrelated parties. Such
transactions are not expected to present any special unfavorable features to the
Company or the Bank. However, other than hypothecated loans, the Bank will not
make loans to its or the Company's officers, directors or their affiliates,
although, as of December 31, 1999, the Bank held loans with officers, directors
and/or their affiliates in an aggregate principal amount of approximately
$59,000. These loans were originated by Rushmore Trust & Savings, FSB and were
purchased by the Bank in December 1997 from Rushmore. An overdraft checking
account established by the Bank will not be considered a loan for these
purposes. To date, the Bank has not made any hypothecated loans to its or the
Company's directors or officers or affiliates of such persons.
17
PROPOSAL TWO
RATIFICATION OF APPOINTMENT
OF INDEPENDENT AUDITORS
On April 10, 2000, the Audit Committee of the Board of Directors, pursuant to
authority delegated to the committee by the Board of Directors, appointed the
firm Keller Bruner & Company, LLP, to audit the consolidated financial
statements of the Company for the year ending December 31, 2000. The Audit
Committee further directed that management submit the selection of the
independent auditors for ratification by the stockholders at the Meeting.
Representatives of Keller Bruner & Company, LLP are not expected to be present
at the Meeting.
If the stockholders fail to ratify the selection of the independent
auditors, the Audit Committee will reconsider whether or not to retain Keller
Bruner & Company, LLP. Even if the selection is ratified, the Audit Committee in
its discretion may direct the appointment of different independent auditors at
any time during the year if they determine that such a change would be in the
best interests of the Company and its stockholders.
The Company has been informed that neither Keller Bruner & Company, LLP nor
any of its members has any direct financial interest or any material indirect
financial interest in the Company and during the past three years has had no
connection therewith in the capacity of promoter, underwriter, voting trustee,
director, officer, or employee.
The Board of Directors of the Company recommends that stockholders vote "FOR"
the ratification of the appointment of Keller Bruner & Company, LLP as
independent auditors for the Company.
The firm of Arthur Andersen LLP served as independent auditors to the
Company for the fiscal year ending December 31, 1999. Effective as of April 10,
2000, the Audit Committee dismissed Arthur Andersen LLP as the Company's
independent auditors, and appointed Keller Bruner & Company, LLP. The Company,
during the two most recent fiscal years and any subsequent interim period prior
to the engagement of the new accounting firm, did not consult with the new
accounting firm with regard to any matters. The reports of Arthur Andersen LLP
on the Company's consolidated financial statements as of and for the years ended
December 31, 1999 and 1998 did not contain any adverse opinion or disclaimer of
opinion, and neither report was qualified or modified as to uncertainty, audit
scope or accounting principles. During the two most recent fiscal years and
through the date of this Proxy Statement, the Company has not had any
disagreements with Arthur Andersen LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Arthur Andersen LLP,
would have caused Arthur Andersen LLP to make reference thereto in their report
on the consolidated financial statements of the Company for such periods.
18
No representative from Arthur Andersen LLP is expected to be present at the
Meeting.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended for inclusion in the proxy material for
the Annual Meeting of Stockholders to be held in 2001 must be received in
writing by the Company, Attention Shawki N. Malek, Secretary, 500 York Road,
Towson, Maryland 21204, on or before January 1, 2001. The inclusion of any
proposal will be subject to applicable rules of the Securities and Exchange
Commission.
ANNUAL REPORT
The Company's Annual Report on Form 10-KSB for the year ended December 31,
1999 is enclosed herewith. Copies of the Company's Annual Report on Form 10-KSB
for the year ended December 31, 1999, as filed with the Securities and Exchange
Commission, are available to stockholders without charge upon a written request
directed to Shawki N. Malek, Secretary, AmericasBank Corp., 500 York Road,
Towson, MD, 21286.
OTHER MATTERS
The Board of Directors knows of no other business to be presented for action
at the Meeting, but if any other business should properly come before the
Meeting, it is intended that the proxies will be voted in accordance with the
best judgment of the persons acting thereunder in their discretion.
By Order of the Board of Directors,
Shawki N. Malek
Secretary
May 1, 2000
19
APPENDIX I
FORM OF PROXY
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
AMERICASBANK CORP.
ANNUAL MEETING OF STOCKHOLDERS
May 25, 2000
The undersigned stockholder of AmericasBank Corp. (the "Company") hereby
appoints Kenneth D. Pezzulla and Shawki N. Malek, and each of them acting
singly, with full power of substitution, the attorneys and proxies of the
undersigned and authorizes them to represent and vote on behalf of the
undersigned as designated all of the shares of Common Stock of the Company that
the undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Company to be held on May 25, 2000, and at any adjournment or postponement of
such meeting for the purposes identified below and with discretionary authority
as to any other matters that may properly come before the Annual Meeting,
including substitute nominees, if any of the named nominees for Director should
be unavailable to serve for election in accordance with and as described in the
Notice of Annual Meeting of Stockholders and Proxy Statement. This proxy when
properly executed will be voted in the manner directed herein by the undersigned
stockholder. If this proxy is returned without direction being given, this
proxy will be voted FOR Proposals 1 and 2. The undersigned acknowledges receipt
of the Notice of Annual Meeting of Stockholders and Proxy Statement.
1. Election of Directors
For Term to Expire 2003:
______ FOR all nominees listed below
______ WITHHOLD authority to vote for all nominees listed below
______ FOR, except vote withheld from the following nominees:
----------------------------------------------
NOMINEES: Garbis Baklayan, Nicholas J. Belitsos, M.D., Ramon F. Roig, Jr.,
M.D., and Lee W. Warner.
2. Ratification of appointment of Keller Bruner & Company, LLP as independent
auditors of the Company for the fiscal year ended December 31, 2000.
[_] For [_] Against [_] Abstain
Please sign name exactly as it appears on your stock certificate. If acting as
attorney, executor, trustee, guardian or in other representative capacity, sign
name and title. If held jointly, both parties must sign and date.
PLEASE COMPLETE, SIGN AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED, SELF-
ADDRESSED STAMPED ENVELOPE.
Signature(s): ________________________________ Date: ________________
Print Name(s): _______________________________ No. of Shares: _______