U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act
of 1934.
For the quarterly period ended June 30, 1998.
[_] Transition report under Section 13 or 15(d) of the Exchange Act
of 1934.
For the transition period from to .
------------ ------------
Commission file number 000-22925
AMERICASBANK CORP.
(Exact Name of Small Business Issuer as Specified in Its Charter)
Maryland 52-1948980
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
3621 East Lombard Street, Baltimore, Maryland 21224
---------------------------------------------------
(Address of Principal Executive Offices)
(410) 342-8303
--------------
(Issuer's Telephone Number, Including Area Code)
---------------------------------------------------------------
(Former Name, Former Address and Former Fiscal Year, if Changed
Since Last Report)
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
----- -----
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: As of July 31, 1998, there
were 300,000 shares of Issuer's $.01 par value common stock outstanding.
Transitional Small Business Disclosure Format (check one):
Yes X No
----- -----
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 1998 AND DECEMBER 31, 1997
June 30, December 31,
1998 1997
------------ ------------
(unaudited)
Assets
Cash and cash equivalents:
On-hand and due from banks $ 93,000 $ 155,000
Interest-bearing accounts 15,000 31,000
Federal funds sold 2,945,000 3,151,000
Investment securities, available for sale 531,000 569,000
Loans receivable, net 6,562,000 6,251,000
Investment in Federal Home Loan Bank stock, at cost 54,000 54,000
Accrued interest receivable 61,000 51,000
Property and equipment, net 744,000 746,000
Organizational costs, net 118,000 133,000
Other assets, net 262,000 279,000
----------- -----------
Total assets $11,385,000 $11,420,000
=========== ===========
Liabilities and Stockholders' Equity
Deposits:
Noninterest-bearing $ 396,000 $ 952,000
Interest-bearing 7,996,000 7,444,000
Mortgage escrow deposits 202,000 119,000
Accrued interest on deposits - 32,000
Accounts payable and accrued expenses 72,000 62,000
---------- ----------
Total liabilities $8,666,000 $8,609,000
---------- ----------
Stockholders' Equity:
Preferred stock, par value $0.01 per share,
5,000,000 shares authorized, 0 shares issued
and outstanding
Common stock, par value $0.01 per share,
5,000,000 shares authorized, 300,000 shares
issued and outstanding 3,000 3,000
Additional paid-in capital 2,847,000 2,847,000
Accumulated deficit (131,000) (39,000)
------------ -----------
Total stockholders' equity 2,719,000 2,811,000
------------ -----------
Total liabilities and stockholders' equity $11,385,000 $11,420,000
============ ===========
The accompanying notes are an integral part of this consolidated balance sheet.
2
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATION
(UNAUDITED)
Six Months Ended June 30, Three Months Ended June 30,
------------------------- ---------------------------
1998 1997 1998 1997
---- ---- ---- ----
Interest Income:
Interest income on loans $ 311,000 $ - $ 160,000 $ -
Interest income on investment securities 84,000 11,000 45,000 9,000
--------- -------- --------- --------
Total interest income 395,000 11,000 205,000 9,000
Interest expense on deposits 180,000 - 93,000 -
--------- ------- --------- -------
Net interest income 215,000 11,000 112,000 9,000
Provision for loan losses 18,000 - 8,000 -
--------- ------- --------- -------
Net interest income after provision for
loan losses 197,000 11,000 104,000 9,000
--------- -------- --------- --------
Fees and service charges 7,000 - 5,000 -
--------- ------- --------- -------
Other operating expenses:
Salaries and benefits 62,000 - 30,000 -
Depreciation and amortization 71,000 - 37,000 -
Occupancy expense 10,000 - 4,000 -
Data processing 28,000 - 12,000 -
Professional fees 69,000 5,000 50,000 5,000
Office supplies 10,000 - 5,000 -
Other operating expenses 46,000 - 23,000 -
--------- ------- --------- -------
Total other operating expenses 296,000 5,000 161,000 5,000
--------- ------- --------- -------
(Loss) income before provision for
income taxes (92,000) 6,000 (52,000) 4,000
Provision for Income Taxes - - - -
--------- ------- --------- -------
Net (loss) income $ (92,000) $ 6,000 $ (52,000) $ 4,000
========= ======= ========= =======
Loss Per Common Share - Basic and Diluted $ (.31) $ - $ (.17) $ -
========= ======= ========= =======
Weighted Average Shares Outstanding 300,000 - 300,000 -
========= ======= ========= =======
The accompanying notes are an integral part of these consolidated statements.
3
AMERICASBANK CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended June 30,
1998 1997
---- ----
Cash Flows from Operating Activities:
Net (loss) income $ (92,000) $ 6,000
Adjustments to reconcile net (loss) income
to net cash provided by operating activities-
Provision for loan losses 18,000 -
Depreciation and amortization 71,000 -
Increase in accrued interest receivable (10,000) (1,000)
Increase in other assets (16,000) -
Decrease in accrued interest on deposits (32,000) -
Increase in accounts payable and accrued expenses 10,000 5,000
----------- ---------
Net cash provided by (used in) operating
activities (51,000) 10,000
----------- ---------
Cash Flows from Investing Activities:
Sales of investment securities 38,000 -
Loan principal disbursements (1,143,000) -
Principal repayments on loans receivable 814,000 -
Purchase of property and equipment (21,000) -
Cash paid for organizational costs - (9,000)
----------- ---------
Net cash used in investing activities (312,000) (9,000)
----------- ---------
Cash Flows from Financing Activities:
Decrease in savings deposits (4,000) -
Increase in mortgage escrow deposits 83,000 -
Stock offering costs - (8,000)
Advances from related parties - 193,000
----------- ---------
Net cash (used in) provided from financing
activities 79,000 185,000
----------- ---------
(Decrease) Increase In Cash and Cash Equivalents (284,000) 186,000
Cash and Cash Equivalents, beginning of period 3,337,000 298,000
----------- ---------
Cash and Cash Equivalents, end of period $ 3,053,000 $ 484,000
=========== =========
The accompanying notes are an integral part of these consolidated statements.
4
AMERICASBANK CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(1) Organization and Business
AmericasBank Corp. (the Company) was incorporated under the laws of the State of
Maryland on June 4, 1996 primarily to hold all the outstanding shares of capital
stock of a federal stock savings bank.
Effective November 30, 1997, the Company completed an initial public offering
(the Offering) in which it sold 300,000 shares of common stock for $10 per
share, less offering costs. On December 1, 1997, the Company acquired certain
assets and assumed certain deposit liabilities primarily related to the
Baltimore Branch of Rushmore Trust and Savings, FSB. Concurrent with the
acquisition, the branch commenced banking operations under the name AmericasBank
(the Bank) as a wholly-owned subsidiary of the Company. The Bank is a member of
the Federal Home Loan Bank System, and its deposits are insured by the Federal
Deposit Insurance Corporation.
As the Bank is a start-up operation, there can be no assurance that the Bank can
attract sufficient depositors or issue sufficient quality loans to operate at a
profit. The Bank is subject to other risks and uncertainties, including interest
rate risk. The interest rate risk related to interest rates is significant to
the Bank as its deposits have relatively short maturities, while the loans have
much longer maturities at fixed rates. Without a significant change in the
Bank's investment, deposit or loan portfolio, an increase in interest rates
could have a significant negative effect on the Bank's net interest income and
results of operations.
(2) Basis of Presentation
The financial statements included herein have been prepared by the Company,
without audit, pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations. However, the Company believes that the disclosures are adequate to
make the information presented not misleading. These condensed financial
statements should be read in conjunction with the financial statements and notes
thereto for the year ended December 31, 1997, included in the Company's Annual
Report on Form 10-KSB.
The unaudited condensed financial statements included herein reflect all
adjustments (which include only normal, recurring adjustments) which are, in
the opinion of management, necessary to state fairly the results for the six
months ended June 30, 1998 and 1997. The results of the interim periods are not
necessarily indicative of the results expected for the full fiscal year.
(3) Stock Options
On June 1, 1998, the Company adopted a stock option plan for the
granting of stock options to employees and nonemployee directors. The
5
options are vested immediately and may be exercised six months after the grant
date. In the event of termination without cause, the stock options expire in
three months from the date of termination. Options granted to directors expire
on the first anniversary of the effective date of termination as a director. All
options expire on the 10th anniversary of the grant date.
As of June 30, 1998, 29,840 stock options have been issued at an option price of
$10.00 per share, which approximates management's estimate of the fair value of
the Company's common stock on the date of grant. No options have been exercised
as of June 30, 1998.
(4) Subsequent Event
On August 13, 1998, the Company filed a Registration Statement on Form SB-1 with
the Securities and Exchange Commission in connection with the offering by the
Company of a minimum of 125,000 units and a maximum of 312,500 units, each unit
consisting of one share of common stock and one common stock purchase warrant,
at a price of $12.00 per unit.
6
Item 2. Plan of Operation
General
AmericasBank Corp. (the "Company") was incorporated under the laws of the
State of Maryland on June 4, 1996, primarily to own all of the outstanding
shares of capital stock of a federal stock savings bank to be named AmericasBank
(the "Bank"). On April 15, 1997, the Office of Thrift Supervision (the "OTS")
granted the Company the necessary approvals to acquire the capital stock of the
Bank and to become a savings and loan holding company of the Bank. The Company
acquired all of the Bank's capital stock and the Bank opened on December 1,
1997. The Bank currently has one branch in Baltimore, Maryland.
Effective as of December 1, 1997, the Bank also purchased certain assets
and assumed certain deposit liabilities primarily related to the Baltimore,
Maryland branch office of Rushmore Trust and Savings, FSB ("Rushmore"), located
at 3621 East Lombard Street, Baltimore, Maryland 21224 (the "Baltimore Branch").
The Company currently is classified as a non-diversified unitary savings
and loan holding company and, as such, the Company may engage in certain
non-banking activities that the OTS has deemed to be closely related to banking.
Although the Company has no present intention of engaging in any activity other
than owning all of the outstanding shares of capital stock of the Bank and the
outstanding shares of capital stock of AmericasBank Holdings Corporation, a
subsidiary formed to hold certain real property, if circumstances should lead
the Company's management to determine that it would be beneficial for the
Company to engage in other business activities, management of the Company would
have the flexibility to do so, subject to applicable regulatory requirements.
If the Conversion is consummated (see "Business Conducted by the Bank,"
below), the Company will become a bank holding company under the Bank Holding
Company Act of 1956, as amended, and generally would be limited to banking and
banking related activities.
As the Bank commenced operations as of December 1, 1997, the fiscal
quarter ended June 30, 1998 was only the second full fiscal quarter for which
the Bank was in operation. Prior to December 1, 1997, the Company and the Bank
were engaged in the activities necessary to organize the Bank and the Company.
7
Business Conducted and to be Conducted by the Bank
The Bank is a community-oriented financial institution. Its business has
been to attract retail deposits and to seek to invest those deposits, together
with funds generated from operations and borrowings, in one-to four-family
mortgage loans. Over 80% of the loans acquired from Rushmore were one-to-four
family mortgage loans. To a lesser extent, the Bank has sought to invest in home
equity and second trust loans, multi-family loans, commercial real estate loans,
commercial business loans, construction and lot loans (primarily for one- to
four-family home construction for the borrower) and consumer loans. The Bank's
deposit base is comprised of traditional deposit products including checking
accounts, insured investment accounts, statement savings accounts, passbook
deposit accounts, money market accounts, certificates of deposit and individual
retirement accounts.
The Bank offers direct deposit of payroll and social security checks and
automatic drafts for various accounts to its customers. Although it did not do
so as of June 30, 1998, the Bank intends to offer its customers cash management
services, safe deposit boxes and travelers checks, and intends to become
associated with a network of automated teller machines that may be used by
customers of the Bank throughout Maryland and other regions.
Management has determined that as a result of recent consolidations of
financial institutions, the Bank's current and potential market areas are not
being adequately served by existing financial institutions and that there is an
increasing local demand for commercial real estate, commercial business,
construction and consumer loans offered by a truly community-oriented financial
institution. As a result, the Bank will seek to convert from a federal stock
savings bank to a Maryland commercial bank (the "Conversion"), and management
will seek to refocus the Bank's lending strategy. Pursuant to this strategy,
while continuing to pursue its existing business of seeking to originate
mortgage loans for the purpose of financing and refinancing one-to-four family
residential properties, the Bank intends to expand gradually its commercial real
estate, commercial business, construction and consumer lending.
The Conversion will require the approval of the Commissioner of Financial
Regulation of the State of Maryland (the "Commissioner"). Management believes
that to obtain the Commissioner's approval, the Company must, among other
things, raise additional capital. Management also believes that the Bank must
recruit a person with substantial experience in commercial banking to serve as
President of the Bank in order to implement the refocused lending strategy and
to enhance the Bank's management in connection with the Conversion.
8
There can be no assurance that the Company will be able to raise the necessary
additional capital, that the necessary regulatory approvals will be obtained,
that management will be able to hire a new President or that the new President
will be able to successfully implement the refocused lending strategy. See
"Capital Resources," below.
Strategy
The Bank intends to pursue a strategy of long term growth by competing for
loans and deposits in its market area, establishing a new branch office in
Towson, Maryland and by opening additional branches, either through internal
growth or through acquisitions of existing financial institutions or branches
thereof.
On December 31, 1997, the Company's wholly owned subsidiary, AmericasBank
Holdings Corporation, purchased from NationsBank, N.A. ("NationsBank"), a
building located at 500 York Road, Towson, Maryland 21286 (the "Towson
Property"). Until July 1997, the Towson Property had served as a branch of
NationsBank. Subject to, among other things, regulatory approval, the Company
intends to utilize the Towson Property as a branch of the Bank. Management
believes that to obtain regulatory approval to open the Towson branch, the
Company must, among other things, raise additional capital. There can be no
assurance that the Company will be able to raise the necessary additional
capital or that the necessary regulatory approvals will be obtained.
See "Capital Resources," below.
The Bank's ability to expand internally by establishing new branch offices
will be dependent on the ability to identify advantageous locations for such
branches and to fund the development of new branches. The ability to grow
through selective acquisitions of other financial institutions or branches of
such institutions will be dependent on successfully identifying, acquiring and
integrating such institutions or branches. Furthermore, the success of the
branch expansion strategy will be dependent upon the Bank's access to capital,
its ability to attract and train or retain qualified employees and its ability
to obtain regulatory approvals. The branch expansion strategy anticipates losses
from branch operations until such time as branch deposits and the volume of
other banking business reach the levels necessary to support profitable branch
operations. At this time, other than the plan to open a Towson branch, the
Company and the Bank have no specific plans regarding new branch offices or
acquisitions of existing financial institutions or branches thereof.
There can be no assurance that the Bank will be able to generate internal
growth or identify attractive acquisition candidates, acquire such candidates on
favorable terms, or successfully integrate any
9
acquired institutions or branches into its operations. In addition, the Bank's
inability to implement the branch expansion strategy could negatively impact the
Bank's long term ability to successfully compete in the marketplace.
The Company's executive offices and the Bank's current banking office are
located at 3621 East Lombard Street, Baltimore, Maryland 21224. Upon opening a
Towson branch, the Company's and the Bank's executive offices will move to the
Towson Property. Management anticipates that the Bank will draw most of its
customer deposits and conduct most of its lending transactions from within the
area surrounding its branch offices, as well as from within the Baltimore
metropolitan area.
Capital Resources
On August 7, 1997, the Company commenced an initial public offering (the
"Offering") of a maximum of 300,000 shares of its common stock, $0.01 par value
per share (the "Common Stock"), pursuant to the Company's Registration Statement
on Form SB-1 (No. 333-28881), primarily for the purpose of raising the funds
necessary to capitalize the Bank. The Offering was terminated by the Company on
November 30, 1997 when the Company sold the maximum number of shares available
in the Offering. The Company received gross Offering proceeds of $3,000,000, and
incurred Offering expenses of $150,000, resulting in net Offering proceeds of
$2,850,000. Effective as of December 1, 1997, the Company purchased $2,150,000
of the capital stock of the Bank, and the Bank became a wholly owned subsidiary
of the Company.
Management believes that the Company must raise approximately $1,100,000
of additional capital in connection with the opening of a Towson Branch.
Management also believes that the Company must raise approximately $3,300,000
(inclusive of the $1,100,000) of additional capital in connection with the
Conversion. Furthermore, if an opportunity to open other branches arises,
whether through internal growth or through an acquisition, and it is determined
that additional funds are required to finance the transaction, the Company will
seek to raise additional funds. Any equity or debt financings, if available at
all, may be on terms which are not favorable to the Company or the Bank and, in
the case of equity financings, could result in dilution to the Company's
stockholders. If adequate capital is not available, the Bank may be required to
curtail significantly its expected operations and its expansion strategy.
The Bank currently maintains a liquidity ratio and a level of
capitalization in excess of the minimum standards required by the Bank's primary
regulator, the OTS.
10
As of March 24, 1998, the Company's Common Stock became eligible to be
quoted on the OTC Bulletin Board and reported in the "pink sheets" under the
symbol AMBB.
Summary of Financial Condition and Results of Operations
The Bank commenced operations as of December 1, 1997, and its activities
have primarily consisted of accepting deposits, making loans and servicing the
deposits and loans acquired from Rushmore.
At June 30, 1998, the Company had total assets of approximately
$11,385,000, total loans of approximately $6,562,000 and total deposits of
approximately $8,392,000. From December 31, 1997 to June 30, 1998, the Company's
loans increased from approximately $6,251,000 to $6,562,000, and its deposits
decreased from approximately $8,396,000 to $8,392,000. The Company experienced a
loss of approximately $92,000 for the six months ended June 30, 1998.
Net interest income for the second quarter of 1998 was approximately
$104,000, an increase of approximately $11,000 from the first quarter of 1998.
Net interest income for the six months ended June 30, 1998 was $197,000. Net
interest income, which is the difference between the interest expense incurred
in connection with the Company and the Bank's interest-bearing liabilities, such
as interest on deposit accounts, and the interest income received from
interest-earning assets, such as loans and investment securities, is the most
significant component of the Company's earnings. Volatility in interest rates
could cause the Bank to pay increased interest rates to obtain deposits and, if
the Bank is not able to increase the interest rate on its loans and the rate of
return on its investment portfolio, net interest income will suffer.
In April 1998, the Accounting Standards Executive Committee of the
American Institute of Certified Public Accountants issued Statement of Position
98-5 (the "SOP") regarding financial reporting on the costs of start-up
activities. Under the SOP, organizational costs are considered start-up costs
and, commencing with fiscal years beginning after December 15, 1998, entities
are required to expense such costs as they are incurred. As a result of the SOP,
the Company will be required to write off its unamortized organizational costs
during the first quarter of 1999, as a cumulative change in an accounting
principal. It is anticipated that an aggregate of approximately $115,000 will be
written off by the Company and the Bank during the first quarter of 1999, which
will negatively affect the Company's consolidated results of operations for that
period.
11
Year 2000 Compliance
The much publicized Year 2000 Issue is the result of computer programs
being written using two digits rather than four to define an applicable year.
Computer programs with date-sensitive software may recognize a date using "00"
as the year 1900 rather than the year 2000. With respect to software used for
bank operations, mistakes of this nature could cause disruptions of operations,
including, among other things, the temporary inability to process transactions
or engage in similar normal business activities. In addition, the Year 2000
Issue increases transaction risk with third parties, including customers.
The Bank contracts with an outside firm to provide data processing
services. The Bank's contract with this firm is schedule to expire on December
1, 2000. The data processing firm has advised the Bank in writing that it
intends for its software to be Year 2000 compliant by December 31, 1998;
therefore, the data processing firm's software would not be impacted by any
date-sensitive calculations related to the Year 2000 Issue. The Bank does not
anticipate incurring any extra costs from the data processing firm in connection
with the Year 2000 Issue. The data processing firm provides the Bank with
periodic updates on its progress with regard to the Year 2000 Issue. The Bank
does not believe that its business will be materially impacted by the Year 2000
Issue, assuming that the data processing firm fulfills its representation to the
Bank that its software will be Year 2000 compliant by December 31, 1998.
However, there can be no assurance that the Bank's data processing system will
be Year 2000 compliant, and such failure may have a material adverse affect on
the Company's earnings, cash flows and overall financial condition.
In addition, in accordance with OTS requirements, the Bank has appointed a
Year 2000 Committee and has adopted a written plan detailing the procedures to
be followed by management to identify and solve potential problems and to
monitor the progress made by the Bank and the data processing firm to avoid Year
2000 problems. The OTS recently evaluated the Bank's Year 2000 plan and, of the
two ratings available - "needs improvement" and "satisfactory," gave the Bank a
"satisfactory" rating.
IN ADDITION TO THE HISTORICAL INFORMATION CONTAINED IN PART I OF THIS
QUARTERLY REPORT ON FORM 10-QSB, THE DISCUSSION IN PART I OF THIS QUARTERLY
REPORT ON FORM 10-QSB CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS SUCH AS
STATEMENTS OF THE COMPANY'S PLANS, OBJECTIVES, EXPECTATIONS AND INTENTIONS THAT
INVOLVE RISKS AND UNCERTAINTIES. THESE RISKS AND UNCERTAINTIES INCLUDE, AMONG
OTHERS, THE COMPANY'S LACK OF OPERATING HISTORY AND HISTORY OF LOSSES; ABILITY
TO OPEN A
12
TOWSON BRANCH; DELAY OR DENIAL OF CONVERSION; 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; DEPENDENCE ON OFFICERS OF BANK AND KEY PERSONNEL;
IMPACT OF GOVERNMENT REGULATION ON OPERATING RESULTS; RISKS OF COMPETITIVE
MARKET; IMPACT OF MONETARY POLICY AND OTHER ECONOMIC FACTORS ON OPERATING
RESULTS; DIVIDEND RESTRICTIONS; UNCERTAINTY AS TO EFFECTS OF PROPOSED FEDERAL
LEGISLATION; DEVELOPMENTS IN TECHNOLOGY; YEAR 2000 ISSUES; CONTROL BY
MANAGEMENT; AND WRITE-OFF OF CAPITALIZED AMOUNTS. THE COMPANY'S ACTUAL RESULTS
COULD DIFFER MATERIALLY FROM THOSE DISCUSSED HEREIN.
13
PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Securities Holders.
On May 28, 1998, AmericasBank Corp. (the "Company") held its Annual
Meeting of Stockholders. At the meeting, the following persons were elected to
the Board of Directors to hold office until the annual meeting held in the year
indicated opposite each of such director's name, and until his or her successor
has been elected and qualified. The votes cast and withheld for each such
director was as follows:
Name Term to Expire For Withheld
- ---- -------------- --- --------
Garbis Baklayan 2000 208,003 250
Nicholas J. Belitsos, M.D. 2000 208,003 250
King V. Cheek 2001 208,003 250
Cynthia B. Conklin 2000 208,003 250
William A. Fogle, Jr. 2001 208,003 250
Constantine Frank 1999 208,003 250
Leonard Frenkil 1999 208,003 250
J. Clarence Jameson, III 2001 208,003 250
Kemp Jayadeva 2001 208,003 250
Norman H. Katz 2001 208,003 250
Shawki N. Malek, M.D. 2001 208,003 250
Michael Mekalian 1999 208,003 250
Mark D. Noar, M.D. 1999 208,003 250
Larry D. Ohler 2001 208,003 250
Kenneth D. Pezzulla 2001 208,003 250
George E. Rayme, Jr. 1999 208,003 250
Ramon F. Roig, Jr., M.D. 2000 208,003 250
Russell A. Rourke 2000 208,003 250
Melanie R. Sabelhaus 2000 208,003 250
Baldev Singh 2000 208,003 250
Michael Stern 1999 208,003 250
14
In addition, the Company's stockholders approved the following proposals:
Ratification of the appointment of Arthur Andersen LLP as independent
auditors of the Company for the fiscal year ended December 31, 1998, as
follows:
FOR - 207,003 AGAINST - 0 ABSTAIN - 0 BROKER N0N-VOTES - 0
Approval of the Company's Stock Option Plan, as follows:
FOR - 182,803 AGAINST -12,000 ABSTAIN - 0 BROKER N0N-VOTES - 0
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
The following exhibits are being filed herewith:
EXHIBIT 3 Amended and Restated Bylaws
EXHIBIT 10 AmericasBank Corp. Stock Option Plan
EXHIBIT 27 Financial Data Schedules
(b) Reports on Form 8-K.
None.
15
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, as amended, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
AMERICASBANK CORP.
Date: August 14, 1998 By: /s/ J. Clarence Jameson, III
-------------------------------
J. Clarence Jameson, III,
President and Chairman of the
Board of Directors
(Principal Executive Officer)
Date: August 14, 1998 By: /s/ Larry D. Ohler
-------------------------------
Larry D. Ohler, Treasurer
(Principal Financial and
Accounting Officer)
16