SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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)
June 18, 1998
(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 ss. ss. 240.13d-1(e), 240.13d-1(f) or 240.13d- 1(g), check
the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss. 240.13d-7(b) for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
- --------------------------------
CUSIP No. No CUSIP Number
- --------------------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
J. Clarence Jameson, III
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
16,050
NUMBER OF
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 17,400
EACH
REPORTING ----------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 16,050
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
17,400
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,450**
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.15%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
**Does not include 4,850 shares owned by Reporting Person's wife, as to
which the Reporting Person disclaims beneficial ownership.
<PAGE>
This Amendment No. 1 to Schedule 13D (this "Amendment") amends and
supplements the Schedule 13D filed by J. Clarence Jameson, III, by furnishing
the information set forth below. Unless set forth below, all previous Items are
unchanged.
Item 1. Security and Issuer.
Item 1 is hereby amended in its entirety as follows:
This statement relates to shares of common stock, par value $.01 per
share (the "Shares"), of AmericasBank Corp. (the "Issuer"), 3621 East Lombard
Street, Baltimore, Maryland 21224.
Item 2. Identity and Background.
Item 2(c) is hereby amended in its entirety as follows:
(c) The Reporting Person is Chairman of the Board and President of the
Issuer; is the Chairman of the Board and Vice President of the Issuer's wholly
owned subsidiary, AmericasBank, a federal stock savings bank; and is the
President of the Issuer's wholly owned subsidiary, AmericasBank Holdings
Corporation, a Maryland corporation. 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.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is hereby amended and restated as follows:
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.
On November 30, 1997, in connection with the Issuer's initial public
offering, the Reporting Person's wife, Mary S. Jameson, acquired 2,250 Shares in
her own name for an aggregate purchase price of $22,500. The purchase was made
in cash with personal funds. The Reporting Person disclaims beneficial ownership
as to the Shares owned by his wife.
On July 2, 1998, the Reporting Person purchased from Black Star Masonry
Products, Inc. ("Black Star"), 6,000 Shares for $60,000 through his individual
retirement account. The purchase was made in cash with personal funds.
On August 27, 1998, the Reporting Person, with his wife as tenants by
the entireties, purchased 7,400 Shares from Black Star for $74,000. The purchase
was made in cash with personal funds.
On August 27, 1998, the Reporting Person's wife purchased 2,600 Shares
from Black Star for $26,000 through her individual retirement account. The
purchase was made in cash with personal funds. The Reporting Person disclaims
beneficial ownership as to the Shares owned by his wife.
4
<PAGE>
In addition, on August 27, 1998, the Reporting Person paid Black Star
an additional $32,000 in cash with personal funds in connection with the
purchase of Shares from Black Star.
Item 4. Purpose of Transaction.
Item 4(a) and 4(d) are hereby amended in their entirety to the extent
described in Item 6 of this statement.
Item 5. Interest in Securities of the Issuer.
Item 5(a) and 5(c) are hereby amended in their entirety, and Item 5(b)
is hereby amended and restated, as follows:
(a) The Reporting Person is the beneficial owner of 33,450 Shares,
representing 11.15% of the class of securities covered by this statement. In
addition, the Reporting Person's wife, Mary S. Jameson, is the beneficial owner
of 4,850 Shares, representing 1.62% of the class of securities covered by this
statement. The Reporting Person disclaims beneficial ownership as to the Shares
owned by his wife.
(b) Of the 33,450 Shares beneficially owned by the Reporting Person,
the Reporting Person has: (1) sole voting and dispositive power with respect to
the 16,000 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 17,400
shares owned by them as tenants by the entireties.
Mary S. Jameson resides at 709 Chapel Ridge Road, Timonium, Maryland
21093, and her principal 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) Pursuant to a Stock Purchase Agreement dated June 18, 1998, as
amended by a First Amendment to Stock Purchase Agreement dated July 30, 1998, by
and between the Reporting Person and Black Star (collectively, the "Stock
Purchase Agreement"), the Reporting Person and his wife purchased an aggregate
of 16,000 Shares from Black Star (the "Black Star Shares"). On July 2, 1998, the
Reporting Person purchased 6,000 of the Black Star Shares for $60,000 through
his individual retirement account. On August 27, the Reporting Person purchased
7,400 of the Black Star Shares with his wife as tenants by the entireties for
$74,000, and the Reporting Person's wife purchased 2,600 of the Black Star
Shares through her individual retirement account for $26,000. In addition, on
August 27, 1998, the Reporting Person paid Black Star an additional $32,000 in
cash with personal funds in connection with the purchase of the Black Star
Shares. The additional $32,000 will be allocated among the Shares purchased by
the Reporting Person through his individual retirement account and with his wife
as tenants by the entireties. Accordingly, the per Share price for the Shares
purchased by the Reporting Person through his individual retirement account and
with his wife as tenants by the entireties was $12.39, and the per Share price
for the Shares purchased by the Reporting Person's wife was $10.00.
5
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 is hereby amended in its entirety as follows:
As indicated in Item 5(c), pursuant to the Stock Purchase Agreement,
the Reporting Person purchased 6,000 Shares on July 2, 1998 and 7,400 Shares on
August 27, 1998, and the Reporting Person's wife purchased 2,600 Shares on
August 27, 1998. The Stock Purchase Agreement provided that the second purchase
would not be made until after the Reporting Person received approval for the
purchase from the Office of Thrift Supervision. That approval was obtained on
July 29, 1998.
The Stock Purchase Agreement also provided that on the date of filing
by the Issuer of a registration statement with the Securities and Exchange
Commission (the "Commission") in connection with a second public offering of the
Shares (the "Second Offering"), Black Star would be paid, as additional
consideration for the 16,000 Shares being purchased, the amount determined by
multiplying 16,000 by the difference between the offering price of the Shares in
the Second Offering and $10.00 (the "Additional Consideration").
The Issuer filed a registration statement with the Commission on August
13, 1998 in connection with the Second Offering. The offering price of the
Shares in the Second Offering was set at $12.00 per Share. Accordingly, on
August 27, 1998, Black Star was paid $32,000 as Additional Consideration.
Black Star is directly or indirectly owned and/or controlled by Michael
W. Mekalian and George E. Rayme, Jr. Mr. Mekalian and Mr. Rayme were, prior to
August 27, 1998, directors of the Issuer. Contemporaneous with the payments made
by the Reporting Person on August 27, 1998, Messrs. Mekalian and Rayme resigned
as directors of the Issuer.
Item 7. Material to be Filed as Exhibits.
Item 7 is hereby amended in its entirety as follows:
The following exhibits are filed herewith or incorporated by reference:
1. Stock Purchase Agreement dated June 18, 1998 by and between Black
Star Masonry Products, Inc. and J. Clarence Jameson, III.
2. First Amendment to Stock Purchase Agreement dated July 30, 1998 by
and among Black Star Masonry Products, Inc. and J. Clarence Jameson, III.
6
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: August 31, 1998
/s/ J. Clarence Jameson, III
______________________________
J. Clarence Jameson, III
7
EXHIBIT 1
STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, made this 18th day of June, 1998, by and
between BLACK STAR MASONRY PRODUCTS, INC., a body corporate of the State of
Maryland, whose address is P.O. Box 4473, Timonium, Maryland 21093 (hereinafter
referred to as "Seller"), and J. CLARENCE JAMESON, III, or his assigns, whose
address is 515 East Joppa Road, Towson, Maryland 21286 (hereinafter referred to
as ("Purchaser").
WITNESSETH:
WHEREAS, Seller is the holder of certain shares of the issued and
outstanding common stock ("Stock") of AMERICASBANK ("AMERICASBANK"), a body
corporate of the United States of America, having its principal office at 3621
East Lombard Street, Baltimore, Maryland 21224; the number of shares of issued
and outstanding Stock owned by the Seller is sixteen thousand (16,000) shares,
all of one Class, having a par value of One Cent ($.01) per share; the total
number of shares of all issued and outstanding Stock being three hundred
thousand (300,000) shares; and
WHEREAS, Purchaser desires to purchase from the Seller, and the Seller
desires to sell to Purchaser said sixteen thousand (16,000) shares of Stock
owned by Seller, upon the terms, covenants, and conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the foregoing and the mutual
agreements hereinafter set forth, Purchaser and Seller hereby agree as follows:
SECTION 1. Sale and Purchase of Stock. On the basis of the
representations and warranties herein contained, and for the consideration and
subject to the terms and conditions hereinafter set forth, Seller agrees to
sell, assign, and deliver to Purchaser, and Purchaser agrees to acquire and from
Seller all of the Stock owned by Seller.
SECTION 2. Closing. The Closing Dates as hereinafter set forth of the
transaction contemplated by this Agreement shall take place at the offices of
Pezzulla and Pezzulla, LLC, 401 Washington Avenue, Suite 301, Towson, Maryland
21204. The Initial Closing Date shall take place on or before Monday, June 30,
1998. The Second Closing Date shall take place upon approval of the sale and
purchase by the Office of Thrift Supervision. The Final Closing Date shall take
place upon approval of the Second Offering by the Securities and Exchange
Commission.
SECTION 3. Transfer of Stock; Payment of Purchase Price; Deliveries at
Closing Dates:
(a) At the Initial Closing Date, Seller shall deliver to Purchaser, a
Certificate for sixteen thousand (16,000) shares of the stock of AMERICASBANK,
constituting all of the issued and
<PAGE>
outstanding shares of Stock of AMERICASBANK owned by Seller. Such Certificate
shall be in negotiable form, duly endorsed for transfer or with executed stock
transfer powers attached. The Stock shall be held in escrow by the Attorney for
Purchaser pending approval of the sale and purchase by the Office of Thrift
Supervision, and the approval of the Second Offering by the Securities and
Exchange Commission.
(b) At the Initial Closing Date, Seller shall deliver Resignations of
George E. Rayme, Jr., as a Director of AMERICASBANK and AMERICASBANK CORP., and
Michael W. Mekalian, as a Director of AMERICASBANK CORP., both of said persons
being Principals of BLACK STAR MASONRY PRODUCTS, INC. Such Resignations shall
also be held in escrow as aforesaid.
(c) It is specifically understood and agreed that subsequent to the
Initial Closing Date, Seller shall no longer be entitled to any Warrants which
may be issued in the future, and shall not be entitled to any Voting Rights as a
Stockholder of either AMERICASBANK or AMERICASBANK CORP., to the end and intent
that such Warrants which may be issued in the future shall belong to Purchaser,
together with all Voting Rights attributed to ownership of the Stock.
(d) In consideration for the sale and transfer of the Stock, Purchaser
agrees to pay to Seller a minimum price of Ten Dollars ($10.00) per share or a
total sum of One Hundred Sixty Thousand Dollars and No/100 ($160,000.00) which
amount is to be paid in the following manner:
(i) Sixty Thousand Dollars ($60,000.00) at the time of
Initial Closing Date. Seller agrees that said payment shall be made directly to
First National Bank of Maryland to retire a loan due by Seller, which loan is
secured by the Stock.
(ii) The balance of One Hundred Thousand Dollars
($100,000.00) shall be paid to Seller at the Second Closing Date.
(iii) In addition to payment of the aforesaid minimum sum of
One Hundred Sixty Thousand Dollars and No/100 ($160,000.00), Purchaser shall
also pay the difference in price of the Stock as established in a future Second
Offering of Stock of AMERICASBANK. For illustration purposes only, should the
price of the Stock in the Second Offering be Twelve Dollars ($12.00) per share,
then, in such event, Purchaser shall pay Seller an additional sum of Thirty-Two
Thousand Dollars ($32,000.00), in this case being 16,000 shares x $2.00 per
share additional price above the price of Ten Dollars ($10.00) per share. Such
additional payment shall be made the Final Closing Date.
SECTION 4. Representations and Warranties by Seller. Seller
represents and warrants as follows:
(a) Seller has full power and authority to carry out the transactions
contemplated by this Agreement. Neither the execution nor delivery by Seller of
this Agreement nor the consummation of the transaction contemplated hereby will
result in a breach of the terms or conditions of or
2
<PAGE>
constitute a default under the Certificate of Incorporation, or By-Laws of
AMERICASBANK, or of any court order, mortgage, note, bond indenture, agreement,
license or other instrument or obligation to which the Seller is now a party.
(b) Seller is the owner free and clear of any judgment, lien, charge,
or encumbrance against the Stock.
SECTION 5. Conditions Precedent to Purchaser's Obligations. All
obligations of Purchaser under this Agreement are subject to the fulfillment
prior to or at the Initial Closing Date of each of the following conditions, all
or any part of which Purchaser may at his election waive, provided he does so in
writing.
(a) Seller's representations and warranties contained in this Agreement
or in any exhibit, certificate, or document delivered pursuant to the provisions
hereof or in connection with the transactions contemplated hereby shall be true
at and as of the Initial Closing Date as though such representations and
warranties were made at and as such time except with respect to such changes
which occur in the usual and ordinary course of business or as set forth in said
exhibits.
(b) Seller shall have performed and complied with all the agreements
and conditions required by this Agreement to be performed or complied with by
him prior to or at the Initial Closing Date.
(c) Seller shall have delivered to Purchaser a Certificate dated as of
the Initial Closing Date certifying to the fulfillment of the conditions set
forth herein.
(d) Approval issued by the Office of Thrift Supervision for the
purchase of the Stock by the Purchaser, or his assigns.
SECTION 6. Conditions Precedent to Seller's Obligations. All
obligations of Seller under this Agreement are subject to the fulfillment, prior
to or at the Initial Closing Date of each of the following conditions, all or
any part of which Seller may at its election waive, provided it does so in
writing.
(a) Purchaser's representations and warranties contained in this
Agreement or in any exhibit, certificate, or document delivered pursuant to the
provisions hereof or in connection with the transactions contemplated hereby
shall be true at and as of the Initial Closing Date as though such
representations and warranties were made at and as such time.
(b) Purchaser shall have performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with by him
prior to or at the Closing Date.
(c) Purchaser shall have delivered to Seller a Certificate dated as of
the Initial Closing Date certifying to the fulfillment of the conditions set
forth herein.
3
<PAGE>
SECTION 7. Captions. The marginal captions of this Agreement of Sale
are for convenience and reference only and in no way define or limit the intent,
rights, or obligations of the parties hereunder.
SECTION 8. Entire Agreement--Modification.
(a) This Agreement embodies and constitutes the entire understanding
between the parties with respect to the transaction contemplated herein; and all
prior or contemporaneous agreements, understandings, representations, and
statements, oral or written, are merged into this Stock Purchase Agreement.
(b) Neither this Agreement nor any provision hereof may be waived,
modified, amended, discharged, or terminated except by an instrument in writing
signed by the party against which the enforcement of such waiver, modification,
amendment, discharge, or termination is sought, and then only to the extent set
forth in such instrument.
SECTION 9. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the Laws of the State of Maryland.
SECTION 10. Headings. The descriptive headings contained herein are
for convenience only and shall not control or affect the meaning or construction
of any provision of this Agreement.
SECTION 11. Binding Effect. This Agreement shall be binding upon and
shall inure to the benefit of the parties hereto and their respective heirs,
successors, and permitted assigns.
SECTION 12. Counterparts. This Agreement may be executed in any
number of counterparts, and each such counterpart shall be deemed to be an
original, but all such counterparts together shall constitute but one Agreement.
SECTION 13. Interpretation. Whenever the context hereof shall so
require, the singular shall include the plural, the male gender shall include
the female gender and the neuter, and vice versa.
SECTION 14. Agency. It is specifically understood and agreed that
there are no commissions due anyone by either Seller or Purchaser in this
transaction.
SECTION 15. Time of Essence. Time shall be of the essence of this
Agreement.
SECTION 16. Survival Subsequent to Closing. The terms and conditions
of all Sections, where applicable, shall survive the Closing of the transaction
hereunder.
4
<PAGE>
IN WITNESS WHEREOF, the parties have executed this Agreement under
seal, with the intent of making this a sealed instrument, the day and year first
above written.
Attest: BLACK STAR MASONRY PRODUCTS,
INC.
___________________________ By: /s/ George E. Rayme, Jr. (SEAL)
______________________________
George E. Rayme, Jr.,
President
SELLER
Witness:
___________________________ /s/ J. Clarence Jameson, III (SEAL)
__________________________________
J. Clarence Jameson, III
PURCHASER
5
EXHIBIT 2
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT
This First Amendment to Stock Purchase Agreement (this "Amendment") is
made as of the 30th day of July, 1998, by and between Black Star Masonry
Products, Inc., a Maryland corporation ("Seller") and J. Clarence Jameson, III
("Purchaser").
WHEREAS, on June 18, 1998, Seller and Purchaser entered into a Stock
Purchase Agreement (the "Agreement") pursuant to which Purchaser or his assigns
agreed to purchase from Seller 16,000 shares (the "Stock") of the common stock,
$0.01 par value per share (the "Common Stock"), of AmericasBank Corp. (the
"Company"); and
WHEREAS, on July 2, 1998, Purchaser paid Seller $60,000 for the
purchase of 6,000 shares of the Stock; and
WHEREAS, the parties hereto desire to enter into this Amendment to
amend certain provisions of the Agreement and to make certain new agreements
related to or in connection with Purchaser's purchase of the Stock.
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. From and after the date of this Amendment, the Agreement shall be amended as
set forth herein and all other terms of the Agreement shall remain in full force
and effect as set forth therein. To the extent not inconsistent with the context
of the Agreement, whenever the word "Agreement" is used in the Agreement, such
word shall include this Amendment.
2. Section 2 of the Agreement is hereby amended by deleting the second, third
and fourth sentences of the Section and replacing such sentences with the
following:
"The initial closing date (the "Initial Closing Date") occurred on July
2, 1998. The second closing date (the "Second Closing Date") shall take
place upon the approval by the Office of Thrift Supervision (the "OTS")
of the sale and purchase of the 10,000 shares of Stock not purchased at
the Initial Closing Date (the "Remaining Stock"). The third closing
date (the "Third Closing Date") shall take place contemporaneous with
the filing by the Company of a registration statement with the
Securities and Exchange Commission for a second public offering (the
"Second Offering") of the Common Stock."
3. Section 3 of the Agreement is hereby amended by deleting the section in its
entirety and replacing such section with the following:
"3. Transfer of Stock; Payment of Purchase Price; Deliveries at
Closing Dates.
<PAGE>
(a) At the Initial Closing Date, Purchaser, through his individual
retirement account (the "IRA"), paid Seller $60,000 and Seller sold to the IRA
6,000 shares of the Stock. The $60,000 was paid by the IRA, at the direction of
Seller, directly to First National Bank of Maryland ("First National") to retire
a loan to First National due by Seller (the "Loan"), which Loan was secured by
the Stock. Seller represents and warrants to Purchaser that upon the IRA's
payment of the $60,000 to First National, all right, title and interest in and
to the 6,000 shares of Stock are owned by the IRA and Seller has no further
rights to such 6,000 shares of Stock, and that Seller sold the 6,000 shares of
Stock free and clear of any judgment, lien, charge or encumbrance against such
Stock.
(b) Seller shall cause its certificate representing the Stock to be
delivered to Pezzulla and Pezzulla, LLC, the attorney for Purchaser. The
certificate shall be endorsed in blank or accompanied by a stock power executed
in blank. Seller authorizes Purchaser's attorney to request the Company to issue
a new certificate to Purchaser for the 6,000 shares of Stock purchased at the
Initial Closing Date, and a new certificate issued in the name of Seller for the
Remaining Stock. On the Second Closing Date, Seller shall deliver its
certificate for the Remaining Stock to Purchaser endorsed in blank or
accompanied by a stock power executed in blank.
(c) On the Second Closing Date, Purchaser shall pay Seller $100,000 for
the Remaining Stock. Seller represents, warrants and covenants to Purchaser that
upon Purchaser's payment of the $100,000, all right, title and interest in and
to the Remaining Stock shall be owned by Purchaser and Seller shall have no
further rights to such Remaining Stock and that Seller shall sell the Remaining
Stock free and clear of any judgment, lien, charge or encumbrance against such
Stock.
(d) The parties expressly understand and agree that subsequent to the
Initial Closing Date, any dividends or other distributions made by the Company
with respect to the Common Stock, including, but not limited to, the warrant
dividend declared by the Board of Directors of the Company on July 23, 1998
which is to be paid on September 2, 1998 to the owners of record of the Common
Stock on September 1, 1998, shall, subject to Purchaser's satisfaction of his
payment obligations on the Second Closing Date, belong to Purchaser, and Seller
shall have no right or interest in any such dividends or distributions. In the
event any dividends or distributions are made by the Company after the Initial
Closing Date but prior to the Second Closing Date, on the Second Closing Date,
the Seller shall deliver such dividends or distributions to Purchaser, free and
clear of any judgment, lien, charge or encumbrance against such dividends or
distributions.
(e) Pending the Second Closing Date, all rights to the Remaining Stock,
including voting rights, shall remain with the Seller, subject to paragraph (d)
above.
(f) On the Second Closing Date, the Company will cause George E. Rayme,
Jr. and Michael W. Mekalian, who directly or indirectly own and/or control
Seller and who are directors of the Company, to deliver to the Company their
resignations as directors of the Company. Purchaser's obligation to pay Seller
the amount set forth in (c) above on the Second Closing Date is contingent upon
the Company's receipt of such resignations.
2
<PAGE>
(g) On the Third Closing Date, Purchaser shall pay Seller, as
additional consideration, the amount of money obtained by multiplying 16,000 by
the difference between $10.00 and the offering price of the Common Stock in the
Second Offering. For illustration purposes only, should the offering price of
the Common Stock in the Second Offering be $12.00 per share, then, in such
event, Purchaser shall pay Seller an additional $32,000 (16,000 x ($12.00 -
$10.00)). However, the amount due Seller on the Third Closing Date shall be
reduced by the amount paid by Purchaser and/or the IRA to First National for
interest incurred but not paid by Seller on the Loan. For accounting and other
record keeping purposes, the Purchaser and Seller shall allocate the amount paid
on the Third Closing Date amongst all of the shares of Stock on a pro-rata
basis.
(h) All references in the Agreement relating to the establishment of an
escrow for the Stock and/or any arrangements or understandings entered into by
the parties hereto with respect to the escrow of the Stock, shall be deemed void
and of no further force or effect."
4. All references in Sections 5 and 6 of the Agreement to "Initial Closing Date"
shall be read to include the words "and the Second Closing Date" immediately
after the words "Initial Closing Date."
5. Section 15 of the Agreement is deleted in its entirety.
IN WITNESS WHEREOF, the parties have executed this Amendment under
seal, with the intent of making this a sealed instrument, as of the date and
year first above written.
Witness/Attest: BLACK STAR MASONRY PRODUCTS,
INC.
By: /s/ George E. Rayme,
_____________________________ _______________________________
George E. Rayme, Jr., President
/s/ J. CLARENCE JAMESON, III
_____________________________ __________________________________
J. CLARENCE JAMESON, III
3
