SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. _______)
AmericasBank Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
No CUSIP Number
(CUSIP Number)
Frank C. Bonaventure, Jr., Esquire
Ober, Kaler, Grimes & Shriver
120 E. Baltimore Street
Baltimore, Maryland 21202, (410) 347-7305
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 1, 1997
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box |_|.
(continued on following pages)
(Page 1 of 5 Pages)
<PAGE>
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CUSIP No.: No CUSIP Number 13D Page 2 of 5 Pages
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Clarence Jameson, III
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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NUMBER 7 SOLE VOTING POWER
OF 10,050
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED 10,000
BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 10,050
PERSON
WITH 10 SHARED DISPOSITIVE POWER
10,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,050
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.1%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to shares of common stock, par value $.01 per
share (the "Shares"), of AmericasBank Corp. (the "Issuer"), 515 East Joppa Road,
Towson, Maryland 21286.
Item 2. Identity and Background.
(a) The name of the Reporting Person is J. Clarence Jameson, III (the
"Reporting Person").
(b) The Reporting Person's business address is 515 East Joppa Road,
Towson, Maryland 21286.
(c) The Reporting Person is Chairman of the Board and President of the
Issuer, and is the Chairman of the Board and Vice President of AmericasBank (in
organization), which is the entity that will become the Issuer's subsidiary
("AmericasBank"). The Reporting Person also is President and a principal of
Jameson & Associates, P.A., a public accounting firm, located at 515 East Joppa
Road, Towson, Maryland 21286.
(d) No.
(e) No.
(f) The Reporting Person is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
On October 1, 1997, in connection with the Issuer's initial public
offering of common stock, the Reporting Person acquired 10,000 Shares through
his individual retirement account, 50 Shares in his own name and 10,000 Shares
held with his wife as tenants by the entireties. The foregoing purchases were
made for an aggregate purchase price of $200,500. All of the foregoing purchases
were made in cash with personal funds.
Item 4. Purpose of Transaction.
The Shares reported on herein were acquired by the Reporting Person for
the purpose of investing in the Issuer.
The Reporting Person has no plans or proposals which relate to or would
result in any of the following:
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of
its subsidiaries;
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(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or management of
the Issuer, including any plans or proposals to change the
number or term of directors or to fill any existing vacancies
on the board;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Notwithstanding the foregoing, the Reporting Person may from time to
time acquire beneficial ownership of additional Shares or dispose of any Shares
beneficially owned by him. In addition, as a member of the Board of Directors of
the Issuer, and in his capacity as Chairman of the Board and President, the
Reporting Person will participate from time to time in the consideration of
possible actions or transactions involving the Issuer, some of which may, in
whole or in part, relate to or result in one or more of the actions enumerated
above. In particular, the Reporting Person has been involved in the negotiation,
and approval as a member of the Board of Directors of the Issuer, of the
transactions between AmericasBank and Rushmore Trust & Savings, FSB
("Rushmore"). Pursuant to these transactions, AmericasBank will acquired certain
assets and will assume certain deposit liabilities primarily related to
Rushmore's Baltimore, Maryland branch office. In addition, it is contemplated
that the Issuer's Board of Directors will expand the Board by approximately
thirteen persons, and will appoint certain persons to fill the newly created
positions. The Reporting Person will participate in that action as a member of
the Issuer's Board of Directors.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person is the beneficial owner of 20,050 Shares,
representing 7.1% of the class of securities covered by this statement.
(b) Of the 20,050 Shares beneficially owned by the Reporting Person,
the Reporting Person has: (1) sole voting and dispositive power with respect to
the 10,000 Shares he beneficially owns through his individual retirement account
and the 50 Shares he beneficially owns in his own name; and (2) shared voting
and dispositive power with his wife, Mary S. Jameson, with respect to the 10,000
shares owned by them as tenants by the entireties.
Mary S. Jameson resides at 709 Chapel Ridge Road, Timonium, Maryland
21093, and her principal
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occupation is as a homemaker. During the last five years, Mary S. Jameson has
not been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), nor has she been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Mary S. Jameson is a citizen of the United States of America.
(c) Effective as of October 1, 1997, the Reporting Person purchased
from the Issuer 20,050 Shares of the Issuer's common stock in the Issuer's
initial public offering. The Issuer's initial public offering was not
underwritten, and the purchase was made directly from the Issuer. The purchase
price per Share in the initial public offering was $10.00.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
None.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: November 11, 1997.
/s/ J. Clarence Jameson, III
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J. Clarence Jameson, III
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