SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 1, 1997
----------------
AMERICASBANK CORP.
-----------------------------------------------------
(Exact name of registrant as specified in its charter)
Maryland 000-22925 52-1948980
- ------------------------- ------------------------ ----------------------
(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
3621 East Lombard Street
Baltimore, Maryland 21224
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 410-825-5580
------------
The Registrant hereby amends and restates Item 2, Acquisition or
Disposition of Assets, and Item 7, Financial Statements and Exhibits, of its
Current Report on Form 8-K dated December 15, 1997 in its entirety as set forth
herein.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
As of December 1, 1997, AmericasBank Corp. (the "Registrant") purchased
$2,150,000 of the capital stock of AmericasBank (the "Bank"), whereupon the Bank
became a wholly-owned subsidiary of the Registrant, and the Bank consummated the
transactions contemplated by the Branch Purchase and Assumption Agreement dated
May 31, 1996, as amended, and the Loan Purchase and Assumption Agreement dated
May 31, 1996, as amended (collectively, the "Agreements"), between the Bank and
Rushmore Trust & Savings, FSB ("Rushmore"). The Agreements provided for the
purchase by the Bank of certain assets and the assumption of certain deposit
liabilities primarily related to Rushmore's Baltimore, Maryland branch office
located at 3621 East Lombard Street, Baltimore, Maryland 21224 (the "Baltimore
Branch"). The transactions contemplated by the Agreements are referred to herein
as the "Acquisition." The Acquisition was initiated when Kenneth Pezzula, a
director of the Registrant, and an organizer of the Bank, as well as a director
of Rushmore, approached management of Rushmore to propose the sale of the
Baltimore Branch to a group desiring to establish a new community bank. As of
October 31, 1997, Mr. Pezzula resigned as a member of the Board of Directors of
Rushmore.
On August 7, 1997, the Registrant commenced an initial public offering
(the "Offering") of its common stock, $0.01 par value per share (the "Common
Stock"), pursuant to the Registrant's Registration Statement on Form SB-1 (No.
333-28881). Pursuant to the Registration Statement, the Registrant sought to
issue and sell a minimum of 240,000 and a maximum of 300,000 shares of the
Registrant's Common Stock at an offering price of $10.00 per share, primarily
for the purpose of raising the funds necessary to capitalize the Bank.
The Offering was terminated by the Registrant on November 30, 1997 because
the Registrant had sold the maximum number of shares available in the Offering
as of that date. The Registrant sold a total of 300,000 shares of Common Stock
in the Offering, and received gross Offering proceeds of $3,000,000. As stated
above, as of December 1, 1997, the Registrant purchased $2,150,000 of the
capital stock of the Bank, and the Bank became a wholly owned subsidiary of the
Registrant. The Bank obtained all necessary regulatory approvals to commence
banking operations as of December 1, 1997.
As stated above, the Acquisition closed as of December 1, 1997. At the
closing, the Bank assumed deposits booked at the Baltimore Branch totaling
approximately $7,680,000. The Bank acquired all of Rushmore's loans, including
accrued interest and charges thereon, originated at the Baltimore Branch (the
"Baltimore Branch Loans"), and certain of Rushmore's loans, including accrued
interest and charges thereon, originated at Rushmore's Montgomery County,
Maryland branch office (the "Montgomery County Loans"). At closing, the
Baltimore Branch Loans and the Montgomery County Loans totaled approximately
$6,504,000. In addition, at closing, the Bank acquired certain assets related to
the operation of the Baltimore Branch (the "Baltimore Branch Assets"), which
assets will be used by the Bank in its operations. The Baltimore Branch Assets
included the Baltimore Branch's real property, building and improvements and all
of the Baltimore Branch's fixtures, furnishings, equipment,
2
furniture and other tangible personal property. The purchase price for the
Baltimore Branch Assets totaled approximately $80,000. At closing, the Bank also
paid Rushmore $50,000 for its agreement not to compete with the Bank, and a
deposit premium of 3.5% of the Baltimore Branch Deposits (plus accrued interest)
less $105,000, which totaled approximately $164,000. Finally, at closing, the
Bank was given a credit for $120,000 in deposits that it had paid Rushmore
through November 30, 1997.
As a result of the transactions described above, the Bank received
approximately $1,002,000 in cash from Rushmore as consideration for the net
deposit liabilities assumed, less deposit premium.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
The following financial statements of the Baltimore Branch of
Rushmore are filed with this report:
Audited Statement of Net Assets as of December 31, 1996. Previously filed with the
Commission with the
Registrant's Registration
Statement on Form SB-1, as
amended, filed on June 10,
1997 (SEC File No. 333-
28881), and incorporated
herein by reference.
Audited Statements of Certain Revenues and Certain Expenses
and of Cash Flows for the years ended
December 31, 1995 and December 31, 1996. Previously filed with the
Commission with the
Registrant's Registration
Statement on Form SB-1, as
amended, filed on June 10,
1997 (SEC File No. 333-
28881), and incorporated
herein by reference.
Unaudited Statement of Net Assets as of September 30, 1997. Page F-1 of this report.
Unaudited Statements of Certain Revenues and Certain
Expenses and of Cash Flows for the Nine Months Ended
September 30, 1997 and September 30, 1996. Page F-2 of this report.
The information contained in the Unaudited Statement of Net Assets as
of September 30, 1997 and the Unaudited Statements of Certain Revenues and
Certain Expenses and of Cash Flows for
3
the Nine Months Ended September 30, 1997 and September 30, 1996 was provided to
the Registrant by Rushmore.
(b) Pro Forma Financial Information.
The following unaudited pro forma consolidated financial statements
are filed with this report:
Unaudited Pro Forma Consolidated Balance Sheet
as of September 30, 1997 and Explanatory Notes. Page F-5 of this report.
Unaudited Pro Forma Consolidated Statement of
Operations for the Year Ended December 31, 1996
and Explanatory Notes. Page F-8 of this report.
Unaudited Pro Forma Consolidated Statement of
Operations for the Nine Months Ended September 30,
1997 and Explanatory Notes. Page F-10 of this report.
The unaudited pro forma financial information and explanatory notes have
been derived from the historical financial statements of the Registrant,
adjusted to give effect to the Acquisition and the Offering. The Unaudited Pro
Forma Consolidated Balance Sheet assumes that such transactions occurred on
September 30, 1997, as adjusted to give effect to the assets acquired and
liabilities assumed upon consummation of the Acquisition. The Unaudited Pro
Forma Consolidated Statements of Operations assume that such transactions
occurred at the beginning of the periods presented.
THE UNAUDITED PRO FORMA FINANCIAL INFORMATION IS SHOWN FOR ILLUSTRATIVE
PURPOSES ONLY AND IS NOT NECESSARILY INDICATIVE OF THE FINANCIAL POSITION OR
RESULTS OF OPERATION THAT WOULD HAVE OCCURRED HAD THE TRANSACTIONS REFLECTED
THEREIN OCCURRED AS OF THE DATE OR FOR THE PERIODS PRESENTED, NOR IS IT
INDICATIVE OF THE FINANCIAL POSITION OR RESULTS OF OPERATION OF FUTURE PERIODS.
4
(c) Exhibits.
Exhibit Number Description Method of Filing
23 Consent of Arthur Anderson LLP. Attached hereto.
99 Audited Statement of Net Assets as of Previously filed with the
December 31, 1996 and Audited Commission with the
Statements of Certain Revenues and Registrant's Registration
Certain Expenses and of Cash Flows for Statement on Form SB-1, as
the years ended December 31, 1995 and amended, filed on June 10, 1997
December 31, 1996. (SEC File No. 333-28881), and
incorporated herein by reference.
5
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: February 13, 1998 By: /s/ J. Clarence Jameson, III
---------------------------------
J. Clarence Jameson, III,
President and Chairman of the
Board of Directors
6
The Baltimore Branch of Rushmore Trust and Savings, FSB
Statement of Net Assets
as of September 30, 1997
(Unaudited)
ASSETS
Loans receivable $5,388,000
Accrued interest receivable 51,000
Due from Rushmore 2,408,000
Property and equipment, net 11,000
----------
Total assets $7,858,000
==========
LIABILITIES
Deposits $7,858,000
----------
NET ASSETS $ --
==========
The accompanying notes are an integral part of this statement.
F-1
The Baltimore Branch of Rushmore Trust and Savings, FSB
Statement of Certain Revenues and Certain Expenses
for the nine months ended September 30, 1997 and 1996
(Unaudited)
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
INTEREST INCOME ON LOANS $419,000 $496,000
INTEREST EXPENSE ON DEPOSITS 273,000 261,000
-------- --------
Net interest income 146,000 235,000
PROVISION FOR LOAN LOSS RESERVE -- --
-------- --------
Net interest income after provision for loan losses 146,000 235,000
-------- --------
LATE CHARGES AND OTHER FEES 14,000 20,000
-------- --------
EXPENSES CHARGED TO THE BALTIMORE BRANCH
Salaries and benefits 84,000 79,000
Collection and foreclosure -- 13,000
Electric and telephone 8,000 6,000
Depreciation 3,000 5,000
Deposit insurance premium 4,000 18,000
-------- --------
Total expenses charged to the Baltimore Branch 99,000 121,000
-------- --------
EXCESS OF CERTAIN REVENUES OVER CERTAIN
EXPENSES CHARGED TO THE BALTIMORE BRANCH 61,000 134,000
TRANSFER TO RUSHMORE 61,000 134,000
-------- --------
Net of certain revenues over certain expenses $ -- $ --
======== ========
The accompanying notes are an integral part of this statement.
F-2
The Baltimore Branch of Rushmore Trust and Savings, FSB
Statement of Cash Flows
for the nine months ended September 30, 1997 and 1996
(Unaudited)
Nine Months Ended September 30,
-------------------------------
1997 1996
---- ----
Net cash used in operating activities $ (58,000) (60,000)
Net cash provided by investing activities 390,000 1,098,000
Net cash used in financing activities (332,000) (1,038,000)
----------- -----------
INCREASE IN CASH $ -- $ --
=========== ===========
The accompanying notes are an integral part of this statement.
F-3
The Baltimore Branch of Rushmore Trust and Savings, FSB
Notes to Unaudited Financial Statements
September 30, 1997
(Unaudited)
1. Basis of Presentation
The accompanying interim financial statements include certain assets,
liabilities and operating activities of the Baltimore Branch of Rushmore
Trust and Savings, FSB (the "Baltimore Branch"), and have been prepared by
the Baltimore Branch without audit. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been omitted.
Certain assets, liabilities, revenues and expenses not accounted for at the
Baltimore Branch level have been excluded.
The operating activity for the nine months ended September 30, 1997 are not
necessarily indicative of results to be expected for the full year. There
interim financial statements should be read in conjunction with the audited
financial statements and notes thereto included in AmericasBank Corp.'s
registration statement, as amended, on Form SB-1, filed with the Securities
and Exchange Commission on June 10, 1997 (File No. 333-28881).
F-4
AmericasBank Corp.
Pro Forma Consolidated Balance Sheet (Unaudited)
As of September 30, 1997
Baltimore
No. of Branch/ Pro Forma Company,
Company Shares Sold Acquisition Adjustments as adjusted
------- ----------- ----------- ----------- -----------
Assets
Cash and Investments $ 354,000 $ 2,341,000(a) $ -- $1,002,000(e) $ 3,697,000
Loans Receivable, net -- -- 5,388,000 1,116,000(e) 6,504,000
Accrued Interest Receivable 1,000 -- 51,000 7,000(e) 59,000
Premises and Equipment -- -- 11,000 69,000(e) 80,000
Organization Costs 135,000 -- -- -- 135,000
Intangible Assets 41,000 -- -- 214,000(e) 255,000
Non Refundable Deposit-- 80,000 -- -- (80,000)(e) --
Purchase of Deposits, Loans
and Branch Facility
Deferred Offering Costs 150,000 -- -- -- --
Due from Rushmore -- -- 2,408,000 (2,408,000)(f) --
----------- ----------- ----------- ----------- -----------
Total Assets $ 761,000 $ 2,191,000 $ 7,858,000 ($80,000) $10,730,000
=========== =========== =========== =========== ===========
Liabilities and Stockholders' Equity
Deposits $ -- $ -- $ 7,858,000 $ (178,000)(e) $ 7,680,000
Accrued Liabilities 252,000 -- -- 98,000(e) 200,000
Advances from Lenders 509,000 -- -- -- --
----------- ----------- ----------- ----------- -----------
Total Liabilities 761,000 (659,000) 7,858,000 (80,000) 7,880,000
----------- ----------- ----------- ----------- -----------
Stockholders' Equity
Common Stock -- 3,000(d) -- -- 3,000
Preferred Stock -- -- -- -- --
Additional Paid-in Capital -- 2,847,000(d) -- -- 2,847,000
Retained Earnings -- -- -- -- --
----------- ----------- ----------- ----------- -----------
Total Stockholders' Equity -- 2,850,000 -- -- 2,850,000
----------- ----------- ----------- ----------- -----------
Total Liabilities and $ 761,000 $ 2,191,000 $ 7,858,000 ($80,000) $10,730,000
Stockholders' Equity =========== =========== =========== =========== ===========
F-5
Notes to Pro Forma Consolidated Balance Sheet at September 30, 1997
(a) Reflects the net cash received from the Offering
Proceeds (300,000 shares @ $10.00 per share) $3,000,000
Payment for deferred Offering costs (150,000)
Payment for advances from Lenders (509,000)
-----------
$2,341,000
===========
(b) Reflects the charge off of the deferred Offering costs incurred against the
Offering proceeds.
(c) Reflects the repayment of the advances from the Lenders.
(d) Reflects the stockholder's equity as a result of the Offering, net of
Offering costs.
Proceeds from Offering $3,000,000
Less: Offering costs (150,000)
----------
Net proceeds from Offering 2,850,000
Less: Par Value of Common Stock (3,000)
----------
Additional Paid In Capital $2,847,000
==========
(e) Reflects the effect of adjustments required to adjust the Baltimore
Branch's September 30, 1997 Statement of Net Assets to the balances
required or assumed from the Acquisition, which was consummated as of
December 1, 1997.
1) Cash acquired in the Acquisition $1,002,000
==========
2) Loans acquired in the Acquisition (including $6,504,000
loans acquired from Rushmore's Montgomery
County, Maryland branch office)
Branch loans as of September 30, 1997 5,388,000
----------
Pro forma adjustment $1,116,000
==========
3) Accrued interest acquired in the Acquisition $58,000
(including accrued interest from the loans
acquired from Rushmore's Montgomery
County, Maryland branch office)
Branch accrued interest as of September 30, 1997 51,000
-------
Pro forma adjustment $ 7,000
=======
4) Premises and equipment acquired in the
Acquisition $80,000
Branch net book value of premises and
equipment as of September 30, 1997 11,000
-------
Pro forma adjustment $69,000
=======
F-6
5) Intangible assets purchased in the Acquisition
Premium on deposits $164,000
Agreement not to compete 50,000
--------
Pro forma adjustment $214,000
========
6) Offset of deposit of $80,000 that had been paid
to Rushmore as of September 30, 1997
7) Deposits assumed in the Acquisition $7,680,000
Branch deposits as of September 30, 1997 7,858,000
----------
Pro forma adjustment $ (178,000)
==========
8) Liabilities to be assumed in the Acquisition $ 98,000
==========
(f) Reflects the elimination of the Due From Rushmore of $2,408,000 that will
not be acquired.
F-7
AmericasBank Corp.
Pro Forma Consolidated Statement of Operations(Unaudited)
For the Year Ended
December 31, 1996
Company
If in Operation Baltimore Pro Forma Company,
Company for the Entire Year Branch Adjustments as adjusted
------- ------------------- --------- ----------- -----------
Interest Income
Interest on loans $ -- $ -- $ 643,000 $ 95,000(b) $ 738,000
Interest on Investments 2,000 -- -- -- 2,000(f)
--------- --------- --------- --------- ---------
Total interest income 2,000 -- 643,000 95,000 740,000
Interest expense deposits -- -- 352,000 -- 352,000
--------- --------- --------- --------- ---------
Net interest income 2,000 -- 291,000 95,000 388,000
Provision for loan losses -- -- -- -- --
Late charges and other fees -- -- 29,000 -- 29,000
--------- --------- --------- --------- ---------
2,000 -- 320,000 95,000 417,000
--------- --------- --------- --------- ---------
Salaries and benefits -- -- 106,000 26,000(c) 132,000
Collection and foreclosure -- -- 25,000 -- 25,000
Occupancy -- -- 8,000 4,000(c) 12,000
Depreciation and amortization -- 5,000(a) 6,000 81,000(d) 92,000
Deposit insurance premiums -- -- 23,000 -- 23,000
Other expense -- -- -- 349,000(c) 349,000
--------- --------- --------- --------- ---------
Total expenses charged to Bank -- 5,000 168,000 460,000 633,000
--------- --------- --------- --------- ---------
Income before income taxes 2,000 -- 152,000 (365,000) (216,000)
Income tax provision -- -- -- -- --
Transfer to Rushmore -- -- (152,000) 152,000(e) --
--------- --------- --------- --------- ---------
Net Income (Loss) $ 2,000 ($ 5,000) $ -- ($213,000) ($216,000)
========= ========= ========= ========= =========
F-8
Notes to Pro Forma Consolidated Income Statement for the Year Ended
December 31, 1996
(a) Reflects one year's amortization of the Company's organizational costs of
$25,000 being amortized over five years.
(b) Reflects the interest income earned on the additional loans acquired that
were originated at Rushmore's Montgomery County, Maryland branch office.
(c) Reflects the estimated additional salary and benefits, occupancy and other
costs that the Baltimore Branch would have incurred, if it were operating
on a stand alone basis.
(d) Reflects estimated additional depreciation and amortization expense which
would be incurred while operating between January 1, 1996 and December 31,
1996 as follows:
Depreciation
Real Estate -- $50,000 over 15 years $ 3,000
Furnishings -- $30,000 over 5 years 6,000
Amortization
Organization Costs -- $110,000 over 5 years 22,000
Premium on loans -- $50,000 over 15 years 3,000
Premium on deposits -- $181,000 over 5 years 36,000
Covenant not to compete -- $50,000 over 3 years 17,000
-------
Total Estimated 87,000
Less: Depreciation expense recognized in the (6,000)
Baltimore Branch income statement (6,000)
-------
Pro Forma Adjustment $81,000
=======
(e) Reflects the elimination of the transfer to Rushmore.
(f) Does not include interest that would have been earned on cash available for
investing.
F-9
AmericasBank Corp.
Pro Forma Consolidated Statement of Operations (Unaudited)
For the Nine Months Ended
September 30, 1997
-----------------
Company
If in Operation
for the 1st three Baltimore Pro Forma Company,
Company Qtrs. 1997 Branch Adjustments as adjusted
------- ---------- ----------- ----------- -----------
Interest Income
Interest on loans $ -- $ -- $ 419,000 $ 71,000(b) $ 490,000
Interest on Investments 17,000 -- -- -- 17,000(f)
--------- --------- --------- --------- ---------
Total interest income 17,000 -- 419,000 71,000 507,000
Interest expense deposits -- -- 273,000 -- 273,000
--------- --------- --------- --------- ---------
Net interest income 17,000 -- 146,000 71,000 234,000
Provision for loan losses -- -- -- -- --
Late charges and other fees -- -- 14,000 -- 14,000
--------- --------- --------- --------- ---------
17,000 -- 160,000 71,000 248,000
--------- --------- --------- --------- ---------
Salaries and benefits -- -- 84,000 21,000(c) 105,000
Occupancy -- -- 8,000 3,000(c) 11,000
Depreciation and amortization -- 4,000(a) 3,000 62,000(d) 69,000
Deposit insurance premiums -- -- 4,000 -- 4,000
Other expense 19,000 -- -- 261,000(c) 280,000
--------- --------- --------- --------- ---------
Total expenses charged to Bank 19,000 4,000 99,000 347,000 469,000
--------- --------- --------- --------- ---------
Income before income taxes (2,000) (4,000) 61,000 (276,000) (221,000)
Income tax provision -- -- -- -- --
Transfer to Rushmore -- -- (61,000) 61,000(e) --
--------- --------- --------- --------- ---------
Net Income (Loss) $ (2,000) $ (4,000) $ -- (215,000) $(221,000)
========= ========= ========= ========= =========
F-10
Notes to Pro Forma Consolidated Income Statement for the
Nine Months Ended September 30, 1997
(a) Reflects nine months amortization of the Company's organizational costs of
$25,000 being amortized over five years.
(b) Reflects the interest income earned on the additional loans acquired that
were originated at Rushmore's Montgomery County, Maryland branch office.
(c) Reflects the estimated additional salary and benefits, occupancy and other
costs that the Baltimore Branch would have incurred, if it were operating
on a stand alone basis.
(d) Reflects estimated additional depreciation and amortization expense which
would be incurred while operating between January 1, 1997 and September 30,
1997 as follows:
Depreciation
Real Estate -- $50,000 over 15 years $ 3,000
Furnishings -- $30,000 over 5 years 5,000
Amortization
Organization Costs -- $110,000 over 5 years 17,000
Premium on loans -- $50,000 over 15 years 2,000
Premium on deposits -- $164,000 over 5 years 25,000
Covenant not to compete -- $50,000 over 3 years 13,000
-------
Total Estimated 65,000
Less: Depreciation expense recognized in the (3,000)
-------
Baltimore Branch income statement
Pro Forma Adjustment $62,000
(e) Reflects the elimination of the transfer to Rushmore.
(f) Does not include interest that would have been earned on cash available for
investing.
F-11