AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 16, 1999.
REGISTRATION NO. 333-77593
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
Form SB-2A
PRE-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
________________________
UNITED AMERICAS BANKSHARES, INC.
(Name of Small Business Issuer in its Charter)
GEORGIA 6021 58-2399917
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification
incorporation or No.)
organization)
3789 Roswell Road, Atlanta, Georgia 30342 (404) 240-0101
(Address and telephone number of principal executive offices
and principal place of business)
________________________
Vincent D. Cater
United Americas Bankshares, Inc.
3789 Roswell Road
Atlanta, Georgia 30342
(404) 240-0101
(Name, address, and telephone number of agent for service)
COPIES TO:
F. Sheffield Hale, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, N.E., Suite 2800
Atlanta, Georgia 30309
(404) 815-6500
Approximate date of proposed sale to the public: as soon as
practicable after this Registration Statement has become effective.
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
_______________________________________________________
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<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================================
TITLE OF EACH PROPOSED MAXIMUM AGGREGATE
CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER UNIT<F1> PRICE <F1> REGISTRATION FEE <F2>
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<S> <C> <C> <C> <C>
common stock, no par value 1,200,000 Shares $10.00 $12,000,000 $3,336.00
============================================================================================================================
<FN>
<F1> Estimated solely for the purpose of calculating the registration
fee in accordance with Rule 457 under the Securities Act of 1933, as
amended.
<F2> Previously paid.
</FN>
</TABLE>
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF
1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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THE INFORMATION CONTAINED IN THIS PROSPECTUS IS NOT COMPLETE
AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE
REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL
THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JUNE 16, 1999
1,200,000 SHARES OF COMMON STOCK
$10.00 PER SHARE
UNITED AMERICAS BANKSHARES, INC.
A Proposed Bank Holding Company for
UNITED AMERICAS BANK, N.A. (IN ORGANIZATION)
________________________
United Americas Bankshares, Inc. is offering shares of our common
stock to organize United Americas Bank, N.A., a proposed national
bank. We will be the holding company and sole shareholder of United
Americas Bank after it is organized.
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<S> <C> <C> <S>
PUBLIC MARKET OR EXCHANGE: NONE Escrow agent: The Bankers Bank, Atlanta, Georgia
Per Share Total The escrow agent will hold the subscription
--------- ----- proceeds until:
Public Price $10.00 $12,000,000
Sales Fee $ .33 $ 400,000 * we receive subscriptions for at least 1,200,000
------ ----------- shares of common stock, and
Proceeds to Us $ 9.67 $11,600,000 * the state and federal regulator agencies approve our
application to become a bank holding company.
Minimum investment = 100 shares ($1,000)
</TABLE>
We plan to end the offering on _____________________, 1999, unless we decide
to end it sooner or extend it to _____________________________, 1999. If we
are unable to sell 1,200,000 shares of common stock, the escrow agent will
promptly return all subscription proceeds to investors, with interest.
AN INVESTMENT IN SHARES OF OUR COMMON STOCK INVOLVES SIGNIFICANT
RISK. WE URGE YOU TO READ CAREFULLY THE "RISK FACTORS" SECTION
BEGINNING ON PAGE 6, ALONG WITH THE REST OF THIS PROSPECTUS, BEFORE
YOU MAKE YOUR INVESTMENT DECISION.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This offering is not being underwritten and all sales are being made
exclusively on a best efforts basis.
ACTING AS SALES AGENT: GMA PARTNERS, INC.
The date of this prospectus is _________ __, 1999.
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FOR PENNSYLVANIA RESIDENTS:
EACH PERSON WHO ACCEPTS AN OFFER TO PURCHASE SECURITIES EXEMPTED FROM
REGISTRATION BY SECTION 203(D), DIRECTLY FROM THE ISSUER OR AN
AFFILIATE OF THE ISSUER, SHALL HAVE THE RIGHT TO WITHDRAW HIS
ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TO SELLER, UNDERWRITER (IF
ANY) OR ANY OTHER PERSON WITHIN 2 BUSINESS DAYS FROM THE DATE OF
RECEIPT BY THE ISSUER OF HIS WRITTEN BINDING CONTRACT OF PURCHASE OR,
IN THE CASE OF A TRANSACTION IN WHICH THERE IS NO BINDING CONTRACT OF
PURCHASE, WITHIN 2 BUSINESS DAYS AFTER HE MAKES THE INITIAL PAYMENT
FOR THE SECURITIES BEING OFFERED.
FOR ALABAMA RESIDENTS
THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE
ALABAMA SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESE
SECURITIES HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES COMMISSION.
THE COMMISSION DOES NOT RECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES,
NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE
PLACEMENT MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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SUMMARY INFORMATION
You should read carefully the entire prospectus before investing in the
common stock.
IN GENERAL
- ----------
United Americas Bankshares was incorporated to organize and serve as
the holding company for United Americas Bank, a proposed national bank,
which we anticipate will commence operations in the third quarter of 1999.
United Americas Bank has filed the necessary applications with the agencies
that will regulate it. The Comptroller of the Currency has granted
preliminary approval for United Americas Bank's charter. United Americas
Bank has also received preliminary approval to offer deposit accounts insured
by the FDIC.
At the time of its opening, United Americas Bank will be the only bank
in Georgia organized specifically to provide specialized customer service to
Hispanics and to the growing number of companies doing business in Latin
America. We anticipate that United Americas Bank will also provide standard
banking services to the general community. It will operate as a community
bank emphasizing prompt, personalized customer service to individuals and
businesses in Atlanta and portions of the surrounding Georgia counties.
MARKET OPPORTUNITY
- ------------------
We believe that Atlanta's expanding economy will support the
formation of United Americas Bank. United Americas Bank will focus
on three population segments which we believe are currently under-served in
the Atlanta market: the Hispanic community, the individuals and businesses
in the Atlanta area who prefer community-oriented banking, and the small
to medium-sized businesses engaging in international commerce. We believe
that opportunities exist for community banks to capture both existing and
new banking relationships because of bank consolidation in the Atlanta
market. This is particularly true with respect to middle-market
corporate customers who are especially sensitive to service issues.
In addition, there is a growing Hispanic community within the
expanding Atlanta market. We believe that the statistical information
detailed in this prospectus supports our belief that the Hispanic community
in the Atlanta area constitutes a growing financially viable market for our
products and services. Although more financial institutions are providing
services in Spanish, no bank has been established in the Atlanta market
specifically to serve the financial needs of the Hispanic community. We
believe that United Americas Bank will attract many of these individuals and
businesses through directed marketing in both Spanish and English as well as
products and services tailored to the needs of Hispanics. Our goal is to have
a higher concentration than our competitors of employees who are fluent in
both Spanish and English. Our bilingual approach should help to attract
more business from customers who have often not trusted or otherwise felt
uncomfortable with existing financial institutions.
We also believe that an attractive opportunity exists in the
Atlanta market to provide certain types of international banking
services to small and medium-sized businesses. We believe these
businesses are often inadequately served, due to the smaller size of
their transactions, by the large regional and super-regional banks.
Many community banks cannot adequately address these international
needs because they lack international business expertise and products.
We believe that United Americas Bank will be able to provide banking
services to many international businesses, especially those Hispanic
businesses that conduct some portion of their business in the
international market, particularly in Latin America.
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DIRECTORS AND OFFICERS
- ----------------------
Our Board of Directors consists of ten organizers, nine of whom will
also be the directors of United Americas Bank. All of the directors are
leaders in Atlanta's Hispanic business community and intend to utilize their
diverse backgrounds and extensive local business relationships to attract
customers from the Hispanic and international communities. In addition, we
have formed an Advisory Board that will be initially comprised of at least
twelve prominent Hispanics who have significant ties to Georgia. We expect
the Advisory Board to be a valuable source of business leads and support.
The directors and executive officers intend to purchase approximately 193,000
shares of common stock, representing an amount approximately equal to 16% of
the shares of stock to be outstanding after this offering. We anticipate that
the Advisory Board will purchase in the aggregate a percentage of the common
stock which could equal or exceed the amount purchased by our directors and
executive officers. The directors' financial interest in United Americas
Bankshares is intended to align their interests with those of the
shareholders. See "Management" (page 29).
Our management team includes individuals who have significant
experience in the banking industry and are members of the Hispanic and
international communities in the Southeast United States. Vincent D.
Cater will serve as President and Chief Executive Officer of United
Americas Bankshares and United Americas Bank. Mr. Cater has over 30
years of experience in domestic and Latin American banking. Jorge L.
Forment will serve as Chief Financial Officer of United Americas
Bankshares and United Americas Bank. Mr. Forment has 20 years of banking
experience. Both Mr. Cater and Mr. Forment are fluent in Spanish and English.
BUSINESS GOAL AND STRATEGIES
- ----------------------------
Our goal is to build and maximize shareholder value over the next
few years by aggressively marketing to the Hispanic and international
banking markets in Atlanta. One of our goals is to open two branch
facilities located near Hispanic economic centers within 120 days of
commencing operations. In the future we may also open additional branches
and will evaluate strategic acquisition opportunities on an ongoing
basis.
PRODUCTS AND SERVICES
- ---------------------
We plan to offer high quality, personalized products and services,
while providing our customers with the financial sophistication and array
of products typically offered by a larger bank. United Americas Bank's
lending services will include consumer loans to individuals, commercial
loans to small and medium-sized businesses and professional concerns, and
real estate related loans. United Americas Bank will offer a broad array
of competitively priced deposit services including demand deposits, regular
savings accounts, money market deposits, certificates of deposit, and
individual retirement accounts. To complement our lending and deposit
services, we will also provide cash management services, safe-deposit
boxes, travelers' checks, direct deposit, automatic drafts, and
courier services to commercial customers. We plan to provide
international banking services, including financing letters of credit,
documentary collections, foreign exchange, funds transfers, and trade
financing. We will offer specialized private banking services to
domestic and international individuals and corporations with business
operations in Atlanta. We intend to offer our services through a
variety of delivery systems including branch offices, automated teller
machines, telephone banking, and the Internet/World Wide Web.
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EXECUTIVE OFFICES
- -----------------
Our principal executive offices will be located at 3789 Roswell
Road, Atlanta, Georgia 30342. Our telephone number is (404) 240-0101.
THE OFFERING
- ------------
Common stock offered . . . . 1,200,000 shares of United Americas Bankshares
common stock
Common stock to be outstanding
after the offering . . . . . 1,200,000 shares
Offering price . . . . . . . $10.00 per share
Use of proceeds . . . . . . . To capitalize United Americas Bank, to pay
organizational, offering, and pre-opening
expenses, to purchase United Americas Bank's
main office, and to provide working capital
for United Americas Bank to be used for
business purposes, including making loans
and other investments. See "Use of
Proceeds" (page 10).
The number of shares of common stock offered does not include up
to 190,000 shares of common stock issuable upon the exercise of
warrants issued to the organizers or 50,000 shares of common stock
issuable pursuant to options that have been or may be granted under
our stock incentive plan to our employees. See "Executive
Compensation" (page 35). The number of shares of common stock offered
also does not include 20 shares of common stock issued to facilitate
our organization to be redeemed at their original total cost of
$200.00 simultaneous with the closing of this offering.
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RISK FACTORS
An investment in the common stock involves a significant degree
of risk. You should not invest in the common stock unless you can
afford to lose your entire investment. You should consider carefully
the following risk factors and other information in this prospectus
before deciding to invest in the common stock.
The following paragraphs describe material risks of an investment
in the common stock. You should also carefully read the cautionary
statement following the Risk Factors regarding the use of forward-
looking statements.
WE HAVE NO OPERATING HISTORY UPON WHICH YOU CAN ANALYZE OUR POTENTIAL
PROFITABILITY
- ---------------------------------------------------------------------
You will not have access to historical information that would be helpful
in deciding whether to invest in us because neither we nor United Americas
Bank has any operating history on which to base any estimate of our future
earning prospects. We were only recently formed, and United Americas Bank
will not receive final approval from the Office of the Comptroller of the
Currency to begin operations until after this offering is completed. We
also will not receive final approval from the FDIC to offer federally
insured deposits or the Board of Governors of the Federal Reserve System
and the Georgia Department of Banking and Finance to permit United Americas
Bank to be acquired by us until after this offering is completed.
YOU MAY NOT RECOVER ALL OR ANY PART OF YOUR INVESTMENT IF WE DO NOT
BECOME PROFITABLE
- --------------------------------------------------------------------
If we are ultimately unsuccessful, you may not recover all or any part of
your investment in the common stock. Our profitability will depend on United
Americas Bank's profitability, and we cannot assure that United Americas Bank
will ever operate profitably. Typically, most new banks incur substantial
start-up expenses, are not profitable in the first year of operation, and,
in some cases, are not profitable for several years. Additionally, many of
United Americas Bank's loans initially will be new loans to customers who
are new to United Americas Bank. Accordingly, it will take several years to
determine the borrowers' payment histories and, as a result, management will
not be able to evaluate reliably the quality of United Americas Bank's
loan portfolio until that time. See "Management's Discussion and Analysis of
Financial Condition and Plan of Operations" (page 15).
FAILURE TO SUCCESSFULLY IMPLEMENT OUR BUSINESS STRATEGIES MAY PREVENT US
FROM BEING PROFITABLE
- -------------------------------------------------------------------------
If we cannot successfully implement our business strategy, we will be
restricted in our ability to develop business and serve our customers, which
could prevent us from being profitable. Even if our strategies are
successfully implemented, they may not have the favorable impact on operations
that we anticipate. Our strategy includes hiring and retaining experienced,
qualified employees, many of whom are fluent in both Spanish and English, and
opening two branch offices within the first 120 days of operation. See
"Proposed Business of United Americas Bankshares and United Americas
Bank -- Business Strategy" (page 19).
DEPARTURES OF OUR KEY PERSONNEL OR DIRECTORS MAY HARM OUR ABILITY TO OPERATE
SUCCESSFULLY
- -----------------------------------------------------------------------------
If we lose the services of our Board of Directors or executive officers,
we may not be able to grow or operate profitably. One of our key business
strategies is to attract the business of the Hispanic community in the Atlanta
market. Our Directors' community involvement, Hispanic backgrounds and local
-6-
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business relationships are therefore important to our success. In addition our
success may depend largely on the continued service of our executive officers.
Vincent D. Cater has been instrumental in our organization and will be the key
management official in charge of daily business operations. We have entered
into an employment agreement with Mr. Cater, but cannot be assured of his
continued service. See "Management" (page 29).
IF WE DISSOLVE AND LIQUIDATE DUE TO OUR FAILURE TO SATISFY REGULATORY
CONDITIONS YOU MAY RECEIVE ONLY A PORTION, IF ANY, OF YOUR ORIGINAL INVESTMENT
- ------------------------------------------------------------------------------
If we dissolve and liquidate after the close of the offering, you will
receive only a portion, if any, or your original investment because we will
have used the proceeds of the offering to pay all expenses and capital costs
incurred. These expenses include the expenses of the offering, the
organizational and pre-opening expenses, and the claims of creditors. We will
distribute to you the net assets remaining after payment or provision for
payment of all claims against us. We may dissolve and liquidate if we do not
receive final approval for United Americas Bank to start its banking operations
within 18 months after the receipt of preliminary approval, or if we do not
satisfy other regulatory requirements. Although we have applied for all
regulatory approvals required to begin operations, we may not receive
final approvals in a timely manner, if at all. The closing of this
offering is not conditioned upon the receipt of final approvals to
begin business.
POTENTIAL DELAY IN COMMENCING OPERATIONS MAY INCREASE OUR ACCUMULATED DEFICIT
- -----------------------------------------------------------------------------
Any delay in the start of United Americas Bank's operations will increase
pre-opening expenses and postpone our realization of potential revenues. This
could cause our accumulated deficit to increase as a result of continuing
operating expenses, such as salaries and other administrative expenses,
coupled with our lack of revenue. Our target date to open United Americas
Bank is July 1, 1999. Although we expect to receive all regulatory approvals
and to begin business in the third quarter of 1999, we can give no assurance
as to when, if at all, these events will occur.
LOWER LENDING LIMITS THAN MANY OF OUR COMPETITORS MAY LIMIT OUR GROWTH POTENTIAL
- --------------------------------------------------------------------------------
Our lower lending limits may discourage potential borrowers who have
lending needs that exceed our limits, which could limit our ability to grow.
At least during its first years of operations, United Americas Bank's legally
mandated lending limits will be lower than many of our competitors because we
initially will have less capital than many of our competitors. We may try to
serve the needs of these borrowers by selling loan participations to other
institutions, but this strategy may not succeed. See "Proposed Business of
United Americas Bankshares and United Americas Bank -- Lending Policy"
(page 23).
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THE BANKING INDUSTRY IS HIGHLY COMPETITIVE AND WE MAY NOT BE ABLE TO
COMPETE SUCCESSFULLY
- -------------------------------------------------------------------
Our profitability will depend on our ability to compete successfully.
in the highly competitive banking business. United Americas Bank will
compete with numerous other lenders and deposit-takers, including other
commercial banks, thrift institutions, credit unions, finance companies,
check cashing companies, mutual funds, insurance companies, and brokers
and investment banking firms. We will compete primarily with other financial
institutions in the Atlanta market, but may also compete with Internet banks
and financial institutions located throughout the United States. Some of
these institutions are not subject to the same degree of regulation as we
will be and have greater resources than we will have. All of our competitors
actively solicit business from residents of Atlanta and many market and offer
services in Spanish. In addition, many are adding employees who are
fluent in both Spanish and English. See "Proposed Business of United
Americas Bankshares and United Americas Bank -- Competition" (page 25).
CHANGES IN INTEREST RATES MAY DECREASE OUR NET INTEREST INCOME
- --------------------------------------------------------------
An increase or decrease in interest rates could reduce United Americas
Bank's net interest income, capital, and liquidity. United Americas Bank's
operations depend substantially on its net interest income, which is the
difference between the interest income earned on its interest-earning assets
and the interest expense paid on its interest-bearing liabilities. Like most
depository institutions, United Americas Bank's earnings and net interest
income are affected by changes in market interest rates and other economic
factors beyond its control. Although we intend to take measures to
decrease interest rate risk, these measures may not be effective in
minimizing the exposure to interest rate risk. Also, credit policies
of monetary authorities, particularly the Federal Reserve, will affect
United Americas Bank's results of operations. See "Management's
Discussion and Analysis of Financial Condition and Plan of Operations
- -- Liquidity and Interest Rate Sensitivity" (page 15).
AN ADVERSE CHANGE IN ATLANTA'S ECONOMIC CONDITIONS COULD LEAD TO LOAN LOSSES
- ----------------------------------------------------------------------------
An adverse change in the local economy could make it more difficult for
borrowers to repay their loans, which could lead to loan losses for United
Americas Bank. Our success will depend on the general economic conditions in
Atlanta, which management cannot predict. The majority of United Americas
Bank's borrowers and depositors will be individuals and businesses located
and doing business in the Atlanta market. Factors that adversely affect
Atlanta could adversely affect United Americas Bank's financial performance.
See "Proposed Business of United Americas Bankshares and United Americas
Bank" (page 17).
OUR ABILITY TO PAY DIVIDENDS IS LIMITED
- ---------------------------------------
We will not be able to pay dividends until we recover any losses that
we may have incurred and we become profitable. We will initially have no
source of income other than dividends that we receive from United Americas
Bank. Our ability to pay dividends to you will therefore depend on United
Americas Bank's ability to pay dividends to us. Additionally, bank holding
companies and national banks are both subject to significant regulatory
restrictions on the payment of cash dividends. In light of these
restrictions and our need to retain and build capital, it will be the
policy of our Board of Directors to reinvest earnings for the period
of time necessary to help support our operations. Our future dividend policy
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will depend on our earnings, capital requirements, financial condition, and
other factors that our Board of Directors considers relevant. See "Dividends"
(page 14) and "Supervision and Regulation -- Payment of Dividends" (page 43).
ARBITRARILY DETERMINED PUBLIC OFFERING PRICE MAY BE HIGHER THAN THE
MARKET PRICE OF THE COMMON STOCK AFTER THE OFFERING
- -------------------------------------------------------------------
You may not be able to resell the common stock for the offering price
or for any other amount because the organizers arbitrarily determined the
offering price. We were only recently formed and we are in the process of
organizing United Americas Bank; therefore, we could not set the public
offering price with reference to historical measures of our financial
performance. The organizers did not retain an independent investment banking
firm to assist in determining the offering price. See "The Offering"
(page 12).
Please note that these securities are not bank accounts or deposits.
They also are not insured by the FDIC or any other state or federal agency.
IT IS UNLIKELY THAT AN ACTIVE TRADING MARKET WILL DEVELOP
- ---------------------------------------------------------
Your purchase of our common stock may not be a liquid investment because
no public trading market currently exists for our common stock and we do not
believe that one is likely to develop. You should consider carefully the
limited liquidity of your investment before purchasing any shares of our
common stock. We are not obligated, and we do not intend, to apply for
quotation of our common stock on the Nasdaq Stock Market or for listing of
our common stock on any national securities exchange. GMA Partners, Inc.
has not undertaken to, and will not, make a market in our common stock and
we are not aware of anyone who intends to make a market in our common stock.
Factors such as the limited size of the offering, the lack of earnings
history for United Americas Bank, the absence of a reasonable expectation
of dividends in the near future, and the fact that our common stock will not
be listed, mean that an active and liquid market for our common stock
probably will not develop in the foreseeable future. Even if a trading
market does develop, it may not continue and you may not be able to sell
your shares at or above the price at which these shares are being offered
to the public.
GOVERNMENT REGULATION MAY IMPAIR OUR PROFITABILITY AND RESTRICT OUR GROWTH
- --------------------------------------------------------------------------
State and federal banking laws and regulations could limit our ability to
achieve profitability and to grow. These changes may be retroactively applied.
Bank holding companies and banks are subject to extensive state and federal
government supervision and regulation. These and other restrictions limit
the manner in which we may conduct our business and obtain financing,
including United Americas Bank's ability to attract deposits, make loans,
and achieve satisfactory interest spreads. Many of these regulations are
intended to protect depositors, the public, and the FDIC, rather than
shareholders. In addition, the burden imposed by federal and state
regulations may place us at a competitive disadvantage compared to
competitors who are less regulated. Applicable laws, regulations,
interpretations, and enforcement policies have been subject to significant
changes in recent years, and may be subject to significant future changes.
Future legislation or government policy may place additional restrictions
on the banking industry and our operations. See "Supervision and
Regulation" (page 42).
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IF OUR DIRECTORS AND OFFICERS EXERCISE THEIR WARRANTS AND STOCK OPTIONS
YOUR PROPORTIONATE INTEREST WILL BE DILUTED AND WE MAY NOT BE ABLE TO
RAISE ADDITIONAL CAPITAL ON THE MOST FAVORABLE TERMS
- -----------------------------------------------------------------------
The organizers, officers, and employees may exercise warrants or
options to purchase common stock, which would result in the dilution
of your proportionate interest in us. The organizers, officers, and
employees will have the opportunity to profit from any rise in the market
value of the common stock or any increase in our net worth. As a part of
his employment agreement, Vincent D. Cater will be granted an option to
purchase 25,000 shares of common stock at an exercise price of $10.00 per
share. In addition, if the Comptroller of the Currency approves Jorge
L. Forment as our Chief Financial Officer, he will be granted a stock
option to purchase 10,000 shares of common stock at an exercise price
of $10.00 per share. Each of the grants will be made under our 1999
Stock Incentive Plan. After the grants to Mr. Cater and Mr. Forment,
there will be an additional 15,000 shares available for grant under
the plan. In addition, each organizer will be issued a warrant to
purchase the same number of shares of common stock as he purchases in
this offering. Warrants and stock options will not exceed 20% of the
initial offering. The warrants will vest in equal annual increments
of 20% over five years and will be exercisable at a price of $10.00
per share.
The exercise of the warrants or options also could adversely affect
the terms on which we can obtain additional capital. For instance, the
holders of the warrants or options could exercise the warrants or options
when we could obtain capital by offering additional securities on terms
more favorable to us than those provided for by the warrants or options.
See "Executive Compensation" (page 35).
IF OUR ARTICLES OF INCORPORATION DETER A CHANGE IN CONTROL, YOU MAY BE
DEPRIVED OF AN OPPORTUNITY TO SELL YOUR SHARES AT A PREMIUM OVER
MARKET PRICES
- ----------------------------------------------------------------------
Our Articles of Incorporation contain authorized stock that may
be issued in a manner that deters an attempt to change control of us,
even if such a change in control is in the best interest of the shareholders.
Provisions in the Articles of Incorporation allow our Board of
Directors to determine the terms of preferred stock that may be issued
by us without approval of the holders of common stock. Our Board of
Directors' ability to issue preferred stock without the consent of the
holders of common stock could enable the Board of Directors to prevent
changes in management and control of us. See "Certain Provisions of
the Articles of Incorporation and Bylaws" (page 40).
OUR COMPUTER SYSTEMS, OR THOSE OF OUR SERVICE PROVIDERS, SUPPLIERS, OR
CUSTOMERS, MAY NOT OPERATE PROPERLY ON YEAR 2000-SENSITIVE DATES
- ----------------------------------------------------------------------
The year 2000 problem, if not corrected, could disrupt our operations
and the operations of financial institutions. Banks are particularly
sensitive to these disruptions because they are heavily dependent on complex
computer systems for most phases of their operations. The year 2000 issue
common to most corporations concerns the inability of certain software and
databases to recognize the year 2000 and other year 2000-sensitive dates.
These disruptions could include events ranging from electrical or
water failure to computer systems failure, with any of these events
potentially resulting in a cessation of United Americas Bank's
activities until the problem is resolved.
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We and United Americas Bank will rely on software and hardware
developed by independent third parties to provide the information
systems used by us. As a result, we will depend on the efforts of
those vendors to ensure that their data processing systems accommodate
year 2000 information. Although we intend to require vendor
certification regarding year 2000 readiness before we purchase any
equipment, we cannot verify independently that the equipment will in
fact be year 2000 compliant. Additionally, year 2000 problems
experienced by others (including our customers, service providers,
vendors, customers' vendors, correspondent banks, government agencies,
and the financial services industry in general) over which United
Americas Bank has no control could adversely affect it. If, for
example, one of United Americas Bank's major borrowers is unable to
conduct its operations as a result of a year 2000 problem, that
borrower could be unable to maintain its cash flow and could therefore
default on its loan. Loan defaults would lead to loan losses for
United Americas Bank. Consequently, if we, United Americas Bank, or
any of our service providers, correspondents, vendors, or customers
experiences a disruption of business resulting from a year 2000
problem, then our financial condition, results of operations, and
liquidity could be materially adversely affected. See "Proposed
Business of United Americas Bankshares and United Americas Bank --
Information Systems and the Year 2000" (Page 26).
USE OF PROCEEDS
We estimate that our net proceeds of the offering will be $11,500,000
after deducting the maximum commissions payable to GMA Partners of
$400,000 and offering expenses of $100,000. We intend to contribute,
in exchange for all of its shares of capital stock, approximately
$11,000,000 of the proceeds to the capital of United Americas Bank to
support its growth and operation strategies.
United Americas Bank intends to use these proceeds for the
following purposes:
<TABLE>
<CAPTION>
Intended Use Amount Percent
------------ ------ -------
<S> <C> <C>
Purchase of main office from us $1,000,000 9.09
Furniture, fixtures, and equipment for United Americas Bank's main
office 350,000 3.18
Build or purchase two additional branches 260,000 2.36
Advertising 45,000 .41
Funds for loans to customers, investments, 9,650,000 87.73
----------- ------
Total $11,000,000 100.00%
=========== ======
</TABLE>
Until United Americas Bank applies the net proceeds of this
offering to the specific purposes described above, it plans to invest
the net proceeds in short-term, investment-grade securities,
certificates of deposit, or guaranteed obligations of the United
States government. The net proceeds allocated to support United Americas
Bank's lending activities will be used to make commercial and consumer
loans, as well as loans guaranteed by the Small Business Administration and
the EximBank, primarily to the members of the Hispanic community in the
Atlanta market and to small and medium-sized businesses who conduct some
portion of their business in the international market.
After capitalizing United Americas Bank, we will use the
remainder of the proceeds, in addition to the $1,000,000 purchase
price we receive from United Americas Bank to purchase the main office
from us, to pay off amounts outstanding under our line of credit with
The Bankers Bank and to maintain appropriate liquidity. We plan to use
any amounts not applied to retirement of the line of credit or liquidity
to pay operating expenses, provide additional capital to United Americas
Bank and for general corporate purposes.
-11-
<PAGE>
<PAGE>
The line of credit has an interest rate of 7.75% and a maturity date of
February 26, 2000. Of the $1,600,000 credit line, we used $1,000,000
to purchase United Americas Bank's main office on April 7, 1999 and
will use $370,000 to pay the following organizational and pre-opening
expenses:
Salaries and benefits (estimated through United Americas Bank's
target opening date in the third quarter
of 1999) $226,000
Legal and professional fees 78,000
Other pre-opening expenses 66,000
--------
$370,000
========
As of March 31, 1999, we have paid approximately $230,000 of the
$370,000 in organizational and pre-opening expenses.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
Some of the statements in this prospectus under the captions
"Summary," "Risk Factors," "Management's Discussion and Analysis of
Financial Condition and Plan of Operations," and "Proposed Business of
United Americas Bankshares and United Americas Bank" and elsewhere in
this prospectus are "forward-looking statements." Forward-looking
statements include, among other things, statements about the
competitiveness of the banking industry, potential regulatory
obligations, our strategies, statistics about the growth of the
Hispanic community, and other statements that are not historical
facts. When used in this prospectus, the words "anticipate,"
"believe," "estimate," and similar expressions generally identify
forward-looking statements. Because forward-looking statements
involve risks and uncertainties, there are important factors that
could cause actual results to differ materially from those expressed
or implied by the forward-looking statements. These factors include,
among other things:
* Risks associated with starting a new business;
* A potential delay in beginning operations;
* The risk of dissolution if regulatory conditions are not
satisfied;
* Our dependence on our directors and key personnel;
* The potential adverse effect of competition;
* Interest rate risks;
* The potential adverse effect of unpredictable economic
conditions;
* Potential limitations on growth resulting from low lending
limits;
* Risks associated with the year 2000; and
* Other factors discussed under "Risk Factors."
-12-
<PAGE>
<PAGE>
THE OFFERING
GENERAL
- -------
We are offering 1,200,000 shares of our common stock at a price of $10.00
per share, for a total price of $12,000,000. The minimum purchase for an
investor is 100 shares of common stock, unless we, in our sole discretion,
accept a subscription for a lesser number of shares. The maximum purchase
for any individual investor is 60,000 shares of common stock, unless we, in
our sole discretion, accept a subscription for a greater number of shares.
DETERMINATION OF OFFERING PRICE
- -------------------------------
Because we were only recently formed and we are in the process of
organizing United Americas Bank, we could not set the public offering price
with reference to historical measures of our financial performance. We
determined the offering price with reference to such factors as prevailing
market conditions and United Americas Bank's growth potential and cash flow
and earnings prospects.
ORGANIZER SUBSCRIPTIONS
- -----------------------
Our organizers intend to purchase a total of 190,000 shares of common
stock in this offering. This represents 15.8% of the shares to be sold in
this offering.
OFFERING PERIOD
- ---------------
The offering period for the shares will end when a minimum of
1,200,000 shares of common stock are sold or at 5:00 p.m. Atlanta,
Georgia time, on ______________, 1999, whichever occurs first. We may extend
this date at our discretion for additional periods not exceeding a total of
180 days from the expiration of the initial offering period (i.e., until
_________, 1999). We will promptly notify subscribers of any extension.
SALE OF COMMON STOCK
- --------------------
The common stock will be sold in two ways. First, some of the
common stock will be sold by certain of our executive officers, who
will not receive any commissions on those sales. We will, however,
reimburse our officers for reasonable expenses they incur in
connection with the offering. Any of our affiliates who purchase
shares in this offering have committed to purchase those shares for
investment purposes only. Second, some of the shares will be sold by
GMA Partners, Inc., who we have hired to act as sales agent for our
account. GMA Partners will offer and sell the common stock to
investors at the public offering price, but is not obligated to
underwrite or otherwise purchase any of the common stock. GMA
Partners will receive a base fee of $300,000 plus expenses for its
services as sales agent. The remainder of the fee for GMA Partners
will be determined as follows:
* If $12,000,000 is deposited into the escrow account by June 30,
1999 and the closing takes place, the fee will increase by $100,000.
* If $12,000,000 is deposited into the escrow account between June 30,
1999 and August 30, 1999 and the closing takes place, the
fee will increase by $50,000.
-13-
<PAGE>
<PAGE>
HOW TO SUBSCRIBE
- ----------------
We will offer shares of our common stock to the public who may
subscribe for blocks of whole shares consisting of at least 100
shares. If you wish to subscribe for shares of our common stock, you
must complete the following steps before the offer ends:
(1) Complete and sign the subscription agreement, which is
attached to this prospectus as Exhibit A, to subscribe for at least
100 shares of common stock;
(2) Make full payment of the entire purchase price for the
shares subscribed in United States currency by check, bank draft, or
money order payable to "The Bankers Bank, Atlanta, as Escrow Agent for
United Americas Bankshares, Inc."; and
(3) Deliver the subscription agreement, together with the
payment described above, to United Americas Bankshares, Inc.,
3789 Roswell Road, Atlanta, Georgia 30342.
ESCROW
- ------
A subscription is not binding until we accept it. We reserve the
right to accept or reject subscriptions, in whole or in part, or to
cancel this offering. All subscription payments we receive will be
deposited in an interest-bearing escrow account at The Bankers Bank
and will be released to us after we have accepted subscriptions for
1,200,000 shares and the Board of Governors of the Federal Reserve
System and the Georgia Department of Banking and Finance have approved
United Americas Bankshares' application to become a bank holding
company. If subscriptions for 1,200,000 shares are not received or
such regulatory approvals are not granted before the offering ends,
all the subscription funds, plus interest, will be returned to
investors.
CAPITALIZATION
The following table shows our capitalization as of March 31, 1999
and our pro forma consolidated capitalization, as adjusted to give
effect to the receipt of the net proceeds from the sale of 1,200,000
shares of common stock in the offering.
Upon our incorporation, Salvador Diaz-Verson and Alex Suarez
purchased ten shares each of common stock at the price of $10.00 per
share. We will redeem these shares for $200.00 upon the issuance of
shares in this offering. The number of shares shown as outstanding
after giving effect to the offering, and the book value of those
shares, does not include shares of common stock issuable upon the
exercise of warrants or pursuant to options that have been or may be
granted under our stock incentive plan or otherwise. For additional
information regarding the number and terms of these warrants and
options, see "Executive Compensation -- Organizers' Warrants" (page 36)
and "-- Stock Incentive Plan" (page 37).
-14-
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Actual As Adjusted
------ -----------
<S> <C> <C>
Short-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . $320,000 $0
Shareholders' Equity
--------------------
Preferred stock, no par value; 1,500,000 shares authorized; no shares
issued and outstanding . . . . . . . . . . . . . . . . . . . . . . . 0 0
Common stock, no par value; 5,000,000 shares authorized; 20 shares
issued and outstanding (1,200,000 shares issued ($10.00 each) and
outstanding as adjusted) <F1> . . . . . . . . . . . . . . . . . . . 200 11,500,000
Stock subscription receivable . . . . . . . . . . . . . . . . . . . . (200) 0
Accumulated deficit<F2><F3> . . . . . . . . . . . . . . . . . . . . . (230,291) (370,000)
--------- -----------
Total shareholders' equity . . . . . . . . . . . . . . . . . . . . . $(230,291) $11,130,000
========= ===========
Book value per share<F4>. . . . . . . . . . . . . . . . . . . . . . . N/A $ 9.28
<FN>
<F1> The expenses of the offering will be charged against this
account. We estimate that the offering expenses will be $500,000,
which includes legal, accounting, and printing expenses and
registration fees.
<F2> The "Actual" accumulated deficit reflects pre-opening expenses
incurred through March 31, 1999, consisting primarily of salaries
and employee benefits and professional and licensing fees.
<F3> The "As Adjusted" accumulated deficit results from estimated
organizational and pre-opening expenses of $370,000 incurred
through United Americas Bank's target opening date in the third
quarter of 1999. Actual organizational and pre-opening expenses
may be higher and may therefore increase the deficit accumulated
during the pre-opening stage and further reduce shareholders'
equity.
<F4> After giving effect to the receipt of the net proceeds from this
offering, there is an immediate dilution in the book value per
share of $.72, resulting from recognition of pre-opening expenses
and charging the offering expenses against additional paid-in
capital.
</FN>
</TABLE>
DIVIDENDS
We will initially have no source of income other than dividends
that United Americas Bank pays to us. Our ability to pay dividends to
our shareholders will therefore depend on United Americas Bank's
ability to pay dividends to us. Bank holding companies and banks are
both subject to significant regulatory restrictions on the payment of
cash dividends. In light of these restrictions and our need to retain
and build capital, we plan to reinvest earnings for the period of time
necessary to support successful operations. As a result, we do not
plan to pay dividends until we become profitable and recover any
losses incurred. Additionally, our future dividend policy will depend
on the earnings, capital requirements, financial condition of United
Americas Bankshares and United Americas Bank and on other factors that
our Board of Directors considers relevant.
Additionally, regulatory authorities may determine, under certain
circumstances relating to the financial condition of United Americas
Bank or United Americas Bankshares, that the payment of dividends
would be an unsafe or unsound practice and prohibit dividend payment.
See "Supervision and Regulation -- Payment of Dividends" (page 43).
-15-
<PAGE>
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND PLAN OF OPERATIONS
Our financial statements and related notes, which are included in
this prospectus, provide additional information relating to the
following discussion of our financial condition. See "Index to
Financial Statements" (page F-1).
We were organized on May 14, 1998 to serve as a holding company
for a proposed national bank. Since we were organized, our focus has
been on seeking, interviewing, and selecting our directors and
officers, applying for a national bank charter, applying for FDIC
deposit insurance, applying to become a bank holding company, and
raising equity capital through this offering.
Our operations from May 14, 1998 through the close of the
offering have been and will continue to be funded through a credit
line we secured through The Bankers Bank. The total amount available
on the line of credit is $1,600,000. As of March 31, 1999, the total
amount of the credit line outstanding was $320,000. This loan, which
has been guaranteed by the organizers, bears interest at 7.75% and is
due on February 26, 2000.
From May 14, 1998 to March 31, 1999, the net loss amounted to $230,291.
The estimated net loss from May 14, 1998 through the third quarter of 1999,
the anticipated opening date of United Americas Bank, is $370,000, which is
attributable to the following estimated noninterest expenses:
<TABLE>
<CAPTION>
<S> <C>
Salaries and benefits (estimated through United Americas Bank's target
opening date in the third quarter of 1999) $226,000
Legal and professional fees 78,000
Other pre-opening expenses 66,000
--------
$370,000
========
</TABLE>
On April 7, 1999, we purchased approximately .65 acres of land
with a 6,100 square foot building for $1,000,000. The property is
located at 3789 Roswell Road, Atlanta, Georgia 30342 and will be the
site for the main office of United Americas Bank. We funded this
purchase, and will fund improvements to the existing structures on the
property, primarily through the credit line described above. The
amount outstanding on the line of credit as of April 7, 1999 was $1,266,431.
LIQUIDITY AND INTEREST RATE SENSITIVITY
- ---------------------------------------
Because we have been in the organizational stage, there are no
results to present at this time. Nevertheless, once United Americas
Bank begins operations, net interest income, our primary source of
earnings, will fluctuate with significant interest rate movements. To
lessen the impact of these margin swings, we intend to structure the
balance sheet so that repricing opportunities exist for both assets
and liabilities in roughly equal amounts at approximately the same
time intervals. Imbalance in these repricing opportunities at any
point in time constitutes interest rate sensitivity.
Interest rate sensitivity refers to the responsiveness of
interest-earning and interest-bearing assets and liabilities to
changes in market interest rates. The rate sensitive position, or
-16-
<PAGE>
<PAGE>
gap, is the difference in the volume of rate-sensitive assets and
liabilities at a given time interval. The general objective of gap
management is to manage actively rate sensitive assets and liabilities
to reduce the impact of interest rate fluctuations on the net interest
margin. We will generally attempt to maintain a balance between rate
sensitive assets and liabilities as the exposure period is lengthened
to minimize United Americas Bank's overall interest rate risks.
We will evaluate regularly the balance sheet's asset mix in terms
of several variables: yield, credit quality, appropriate funding
sources, and liquidity. To manage effectively the balance sheet's
liability mix, we plan to focus on establishing and expanding our
deposit base and converting assets to cash as necessary.
As United Americas Bank continues to grow, we will regularly
structure our rate sensitivity position in an effort to hedge against
rapidly rising or falling interest rates. United Americas Bank's
Asset and Liability Management Committee will meet on a quarterly
basis to develop a strategy for the upcoming period. The committee's
strategy will include anticipating future interest rate movements.
Liquidity represents the ability to provide steady sources of
funds for loan commitments and investment activities as well as to
maintain sufficient funds to cover deposit withdrawals and payment of
debt and operating obligations. We can obtain these funds by
converting assets to cash or by attracting new depositors. United Americas
Bank's ability to maintain and increase deposits will serve as our primary
source of liquidity.
We know of no trends, demands, commitments, events, or uncertainties that
should result in or are reasonably likely to result in United Americas Bank's
liquidity increasing or decreasing in any material way in the foreseeable
future, other than this offering.
CAPITAL ADEQUACY
- ----------------
There are now two primary measures of capital adequacy for banks and bank
holding companies: (1) risk-based capital guidelines and (2) the leverage ratio.
The risk-based capital guidelines measure the amount of a bank's
required capital in relation to the degree of risk perceived in its
assets and its off-balance sheet items. Under the risk-based capital
guidelines, capital is divided into two "tiers." Tier 1 capital
consists of common shareholders' equity, noncumulative and cumulative
(bank holding companies only) perpetual preferred stock, and minority
interests. Goodwill is subtracted from the total. Tier 2 capital
consists of the allowance for loan losses, hybrid capital instruments,
term subordinated debt, and intermediate term preferred stock. Banks
are required to maintain a minimum risk-based capital ratio of 8%,
with at least 4% consisting of Tier 1 capital.
The second measure of capital adequacy relates to the leverage
ratio. The Office of the Comptroller of the Currency has established
a 3% minimum leverage ratio requirement. The leverage ratio is
computed by dividing Tier 1 capital into total assets. In the case of
United Americas Bank, as a newly chartered bank, and other banks that
have not received the highest regulatory rating by their primary
regulator, the minimum leverage ratio should be 3% plus an additional
cushion of at least 1% to 2%, depending upon risk profiles and other
factors.
In addition, the Federal Reserve, the Office of the Comptroller
of the Currency, and the FDIC have established a rule that adds a
measure of interest rate risk to the determination of supervisory
capital adequacy. In connection with this rule, the agencies have
also proposed a measurement process to measure interest rate risk.
Under this proposal, banks would report all items on the balance
sheet, as well as off-balance sheet items, according to maturity,
-17-
<PAGE>
<PAGE>
repricing dates, and cash flow characteristics. The bank would then
multiply its reporting position by duration-based risk factors and
weight its position according to rate sensitivity. The appropriate
supervisory agency would assess capital adequacy using this net risk
weighted position. The objective of this complex proposal is to
determine the bank's sensitivity to various rising and falling
interest rate scenarios.
We believe that the net proceeds of this offering will satisfy
our cash requirements for an indefinite period following the opening
of United Americas Bank. Accordingly, we do not anticipate that it
will be necessary to raise additional funds to operate United Americas
Bankshares or United Americas Bank over the next five years. Should
United Americas Bank experience more rapid growth or higher loan
losses than anticipated in its start-up period, additional capital
might be required. For additional information about planned
expenditures, see "Use of Proceeds" (page 10). For additional
information about our plan of operations, see "Proposed Business of
United Americas Bankshares and United Americas Bank" (page 17).
PROPOSED BUSINESS OF UNITED AMERICAS BANKSHARES
AND UNITED AMERICAS BANK
BACKGROUND
- ----------
United Americas Bankshares. We were incorporated as a Georgia
--------------------------
corporation on May 14, 1998 to serve as a bank holding company for
United Americas Bank. We plan to use $11,000,000 of the proceeds of
this offering to capitalize United Americas Bank. In return, United
Americas Bank will issue all of its common stock to us, and we will be
United Americas Bank's sole shareholder. Initially, United Americas
Bank will be our sole operating subsidiary. We have applied to the
Federal Reserve and the Georgia Department of Banking and Finance for
prior approval to become a bank holding company. If these agencies
grant the necessary approvals, we will become a bank holding company
within the meaning of the Bank Holding Company Act of 1956, as
currently in effect, and the Georgia Bank Holding Company Act upon our
purchase of United Americas Bank's common stock. See "Supervision and
Regulation -- General" (page 42).
We have been organized to make it easier for United Americas Bank
to serve our future customers. The holding company structure will
provide flexibility for expansion of our banking business through the
possible acquisition of other financial institutions and the provision
of additional capital and banking-related services. A holding company
structure will make it easier for us to raise capital for United
Americas Bank because we will be able to borrow money secured by our
stock. The proceeds of debt incurred by us can be invested in United
Americas Bank as Tier 1 capital.
United Americas Bank. We filed applications on behalf of United
--------------------
Americas Bank with the Office of the Comptroller of the Currency and
with the FDIC on October 16, 1998 for authority to organize as a
national bank with federally insured deposits. United Americas Bank
will not be authorized to conduct its banking business until it
obtains a charter from the Office of the Comptroller of the Currency.
The issuance of the charter will depend, among other things, upon
United Americas Bank's receipt of at least $11,000,000 in capital from
us and upon compliance with other standard conditions expected to be
imposed by the FDIC and the Office of the Comptroller of the Currency.
These conditions are generally designed to familiarize United Americas
Bank with certain operating requirements and to prepare us to begin
business operations. The Office of the Comptroller of the Currency
requires that a new national bank obtain a charter and open for
business within 18 months after receipt of preliminary approval from
-18-
<PAGE>
<PAGE>
the Office of the Comptroller of the Currency. On February 22, 1999,
United Americas Bank received preliminary approval of its application
from the Office of the Comptroller of the Currency. On March 29,
1999, United Americas Bank received preliminary approval from the FDIC
for Federal deposit insurance.
MARKET OPPORTUNITIES
- --------------------
The Atlanta Market. The Atlanta market represents a geographic
------------------
area that includes the City of Atlanta, and portions of the
surrounding Georgia counties of Cobb, DeKalb, Fulton, and Gwinnett.
The Atlanta market forms a part of the Atlanta metropolitan
statistical area. Atlanta is served by several major road systems,
including Interstates 20, 75, 85, and 285 and Georgia 400. Atlanta is
the key economic focal point of much of northern Georgia and is a
major commercial center of the southeastern United States. According
to U.S. Department of Commerce data for 1990 to 1997, the Atlanta
Metropolitan Statistical Area had the second fastest growth in wage
employment of MSA's with over one million wage employees. During this
time, wage employment increased 27% to 2.1 million in 1997 from 1.7
million in 1990.
We believe that the deposit growth potential for United Americas
Bank is strong. According to information derived from data compiled
by SNL Securities, Inc., the average annual growth rate of the deposit
base in the Atlanta metropolitan statistical area from June 1993 to
June 1997 was 11.79% and the deposits reported in the Atlanta market
as of June 30, 1997 totaled $45.2 billion. The metropolitan
statistical area included 871 branch offices of commercial banks and
55 branches of thrifts at June 30, 1997.
United Americas Bank intends to serve three related but distinct
segments of the Atlanta population: individuals and businesses in
Atlanta who prefer a community-oriented bank over a large regional or
super-regional bank; second, the Hispanic population; and third, the
rapidly growing small and medium-sized international business market
that we believe is currently under-served by large regional banks due
to the smaller size of their transactions. The Atlanta market is not
currently served by a bank organized specifically to serve the needs
of the Hispanic community.
Atlanta's Hispanic Population. Although sources differ on the
-----------------------------
rate of growth, even a more conservative estimate indicates growth for
the Hispanic community in Georgia at more than four times the rate of
growth for Georgia and ten times the rate of growth for the U.S.
generally. According to Georgia State University's Center for Applied
Research in Anthropology, Georgia's Hispanic population grew 182% from
168,529 in 1990 to 475,684 in 1997 and in Atlanta grew 123% to 240,952
in 1997 from 108,029 in 1990. Another estimate, based on Census
Bureau data and prepared by the Selig Center for Economic Growth at
the Terry College of Business of the University of Georgia projects
that Hispanic population growth in Georgia from 1990 through 1999 will
be approximately 95%, increasing to 215,265 in 1999 from 110,132 in
1990. Based on data from Strategic Research Corporation, the Atlanta
Hispanic population in 1998 was approximately 110,000, or
approximately 51% of the Selig Center's estimate for Georgia.
According to Selig Center data, total population growth for the same
period will be approximately 19% for Georgia and 9% for the United
States.
Hispanic consumers' buying power is growing at a faster rate than
the Hispanic population. We believe that the higher growth rate of
buying power indicates a strengthening of the economic position of the
Hispanic population as a whole. Hispanic consumers' buying power,
which is defined as the total personal income available, after taxes,
for spending on goods and services, is growing at three times the rate
-19-
<PAGE>
<PAGE>
of inflation.<F1> From 1990 to 1999, Georgia's Hispanic buying power is
approximately $3.7 billion. This growth would make Georgia the 5th
fastest growing state for Hispanic buying power. This growth would be
greater than the projected 72% growth in the buying power of Georgia's
population as a whole for the same period. The growth also would
exceed the projected 57% growth in the buying power of the population
of the United States for the same period and the projected 29%
increase in the Consumer Price Index for the United States. Georgia
is estimated to have the 17th largest Hispanic consumer market in the
country. According to Jeffrey M. Humphreys, Director of Economic
Forecasting at The Selig Center, the growth of Hispanic buying power
has been supported by better employment opportunities in the form of
Hispanics successfully starting and expanding their own businesses,
strong population growth, and a relatively young Hispanic population
with most adults in their early career stages. We believe these
figures represent a growing, financially viable market presence with
potential banking assets. Because of the loyalty generally
demonstrated by ethnic constituencies, we believe that if we can
channel a share of these financial resources to United Americas Bank
we can form the nucleus for a stable account base.
__________________________________
[FN]
<F1> Unless otherwise indicated, information pertaining to the
Hispanic income levels and buying power was estimated to grow 170% from
approximately $1.4 billion to obtained from the Selig Center for Economic
Growth at the Terry College of Business of the University of Georgia.
</FN>
Atlanta's International Latin American Business Environment. As
-----------------------------------------------------------
a single indicator of the trade with Latin America on the Georgia
economy, the U.S. Department of Commerce reported that merchandise
exports to Mexico from Georgia grew 112% from $324 million in 1993 to
$686 million in 1997. Total exports to Latin America in 1997 were
approximately $3 billion. The bulk of Georgia's exports to Latin
America are comprised of manufactured goods.
BUSINESS STRATEGY
- -----------------
Management Philosophy. United Americas Bank's philosophy will be
---------------------
to operate as a community bank emphasizing prompt, personalized
customer services to individuals and businesses that prefer community-
oriented banking and to focus on the under-served Hispanic and
international community in Atlanta. It is our hope that a major
portion of our shares will be owned by Hispanics, which we believe
will ensure that United Americas Bank will be fully responsive to the
Hispanic community and will aid in our success and growth.
Accordingly, we will implement the following growth and operating
strategies.
Growth Strategy. We plan to implement the following growth
---------------
strategies:
* HISPANIC-ORIENTED BANKING. We intend to position ourselves as
the bank of choice for Atlanta's Hispanic community by hiring
employees proficient in both English and Spanish and by
continually seeking officers and directors who are active in
the Hispanic community. We expect to provide products and
services which meet the particular needs of Hispanics.
* COMMUNITY-ORIENTED BANKING. We intend to position ourselves as a
community bank focused on providing high-quality, personalized
service. We hope to establish and grow our customer base by
attracting customers whose banking relationships have been
disrupted by the ongoing consolidation of the banking industry.
-20-
<PAGE>
<PAGE>
* MIDDLE-MARKET INTERNATIONAL BANKING. We intend to position
ourselves as an international bank focused on providing high-
quality, international service to the middle-market firms
which we believe are currently being under-served due to the
smaller size of their transactions.
* OPEN ADDITIONAL BRANCHES. We intend to expand our presence in
Atlanta by opening two new offices within the first 120 days
of operations. One branch is planned for the north
metropolitan Atlanta area, while the other is planned for the
Cobb County area. We also plan to add branches in other
strategic locations as appropriate. By adding these branches,
United Americas Bank will gain new channels through which we
can build our deposit base and solicit new customers.
* ATTRACT EMPLOYEES WITH ESTABLISHED CUSTOMER RELATIONSHIPS. We
will seek to hire employees who have, through their experience
in banking and position within the Atlanta, Hispanic, and
international communities, established significant customer
relationships. By hiring employees with established customer
relationships, we believe that United Americas Bank will be
able to grow more rapidly than we would if we were to hire
employees who would require time to develop a customer base.
Operating Strategy. We will employ the following operating
------------------
strategies to achieve the level of community responsiveness and first-
class service that management believes will be necessary to attract
customers and to develop United Americas Bank's image as a local,
community-oriented bank with a Hispanic and international focus:
* QUALITY EMPLOYEES. We will strive to hire a highly-trained and
seasoned staff that can respond to individual customer needs.
In addition, we will attempt to hire staff that is proficient
in both Spanish and English to better serve the Hispanic and
international communities. We are committed to hiring experienced and
qualified staff, although this may result in higher personnel costs
than typically experienced by similar financial institutions.
* EXPERIENCED SENIOR MANAGEMENT. United Americas Bank's senior
management possesses extensive experience in the banking
industry as well as substantial business and banking contacts
in Atlanta. Senior management is composed of businessmen with
active involvement in the international and Hispanic communities. We
expect that the directors will bring substantial business and banking
contacts to United Americas Bank as a result of their experience and
involvement. See "Management" (page 29).
* OFFER FEE-GENERATING PRODUCTS AND SERVICES. We will structure
United Americas Bank's range of services, pricing strategies,
interest rates paid and charged, and hours of operation to
attract target customers and increase market share. United
Americas Bank will strive to offer small businesses, professionals,
entrepreneurs, and consumers the best loan services available, while
charging aggressively for such services and using technology and
engaging third-party service providers to perform certain functions at
a lower cost to increase fee income.
* COMMUNITY INVOLVEMENT. All of our officers and directors are
active in the Atlanta, international, and Hispanic
communities, and their continued active community involvement
will provide an opportunity to promote United Americas Bank
and its products and services.
-21-
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<PAGE>
* LOCATION. United Americas Bank's main office location is near a
high concentration of commercial businesses and residential
areas, including a high concentration of Hispanic businesses
and residential areas. We believe our accessibility to theses
areas will increase our ability to attract Hispanic customers.
* INDIVIDUAL CUSTOMER FOCUS. United Americas Bank will focus on
providing individualized service and attention to our target
customers, which include community-oriented individuals and
businesses, Hispanic individuals, and small to medium-sized
businesses with international transactions. As a result of
retaining employees, officers, and directors who are
proficient in both Spanish and English, United Americas Bank
also will be able to serve the needs of Hispanic customers who
are not able to adequately utilize, or are uncomfortable with,
the current financial institutions in Atlanta.
* MARKETING AND ADVERTISING. United Americas Bank will utilize
media services such as local newspapers, radio advertisements
during peak driving times, direct mail campaigns, and
television to promote its products and services. In addition,
our directors, advisors, and officers have developed contacts
with numerous businesses and individuals in the Atlanta
market.
PRODUCTS AND SERVICES
- ---------------------
Consumer and Commercial Banking Services. United Americas Bank
----------------------------------------
will offer a full range of deposit services that are traditionally
available at most banks and thrift institutions, including checking
accounts, NOW accounts, savings accounts, and other time deposits of
various types, ranging from daily money market accounts to longer-term
certificates of deposit. The transaction accounts and time
certificates will be tailored to the principal market areas at rates
competitive to those offered in the area. In addition, retirement
accounts such as Individual Retirement Accounts will be available.
United Americas Bank will solicit these accounts from individuals,
businesses, associations, and governmental authorities.
United Americas Bank will offer a full range of short- to medium-
term commercial and consumer loans, including both secured and
unsecured loans for working capital (including inventory and
receivables), business expansion (including acquisition of real estate
and improvements), and purchase of equipment and machinery. We anticipate
that approximately 70% of United Americas Bank's loans will have floating
interest rates, and approximately 30% will have fixed interest rates. See
"Liquidity and Interest Rate Sensitivity" (page 15).
United Americas Bank anticipates that commercial loans will comprise
approximately 50% of its total loans by the end of its first year of operation.
It also anticipates that the average interest rates on its commercial loans
will be approximately 10% annually. Making loans to businesses to fund
working capital is a traditional function of commercial banks. Such loans
are expected to be repaid out of the current earnings of the commercial
entity, and the ability of the borrower to service its debt is dependent
upon the success of the commercial enterprise. It will be United Americas
Bank's policy to secure these loans with collateral in most cases. Many of
United Americas Bank's commercial loans will be secured by real estate
collateral because such collateral is superior to other types of collateral
available to small businesses. Loans secured by commercial real estate,
however, particularly if collateral dependent, are subject to certain inherent
risks. Commercial real estate may be substantially liquid, and commercial
real estate values are difficult to ascertain and subject to wide fluctuation,
depending upon economic conditions.
-22-
<PAGE>
<PAGE>
United Americas Bank will offer government guaranteed loans under the
Small Business Administration and The Export Import Bank loan programs.
Working capital loans will be provided to exporters under the working capital
guarantee program sponsored by the SBA and The Export Import Bank. This
program provides working capital to companies for the purpose of fulfilling
export orders. Additionally, United Americas Bank will participate in the
medium term export loan program, which allows exporters to finance goods and
equipment to foreign buyers for up to five years. Both programs are guaranteed
by The Export Import Bank. After origination of these loans, United Americas
Bank will sell the guaranteed portion of the loan (approximately 75%)
resulting in gains on the sale. In addition, United Americas Bank will
retain the servicing rights to these loans which will generate servicing
income on the portion sold. United Americas Bank anticipates that SBA
guaranteed loans and The Export Import Bank loans each will comprise
approximately 20% of its total loans, and that the loans will have an
average interest rate of 8.75% and 7.25%, respectively.
Consumer loans include secured and unsecured loans for financing
automobiles, home improvements, education, and personal investments. United
Americas Bank anticipates that consumer loans will comprise approximately
10% of its total loans and that the loans will have an average interest rate
of 10.5%. Consumer credit has the inherent risk of a downturn in the economy,
which may affect consumers' ability to pay as a result of job layoffs and
cutbacks in hours available to work. United Americas Bank also may offer
permanent mortgage loans through an alliance with a mortgage company.
In addition to deposit and loan services, United Americas Bank
will offer banking, cash management services, investment sweep
accounts, safe deposit boxes, travelers' checks, direct deposit of
payroll and social security checks, and automatic drafts for various
accounts. United Americas Bank will be a member of a network of
automated teller machines that may be used by customers in major
cities throughout Georgia, the United States, and in various cities
worldwide. United Americas Bank will also offer VISA and MasterCard
credit cards and merchant credit card processing to our customers
through third party vendors. United Americas Bank is reviewing
opportunities for offering Internet banking services and expects to
provide appropriate services through third party vendor relationships.
Additionally, United Americas Bank will offer to targeted
commercial customers a courier service that will pick up non-cash
deposits and minimal cash deposits of up to $200 from the customer's
place of business and deliver the deposits to United Americas Bank.
United Americas Bank will contract with a third party courier service
for bank related work.
International Banking Services. United Americas Bank will
------------------------------
provide international services to domestic businesses in the Atlanta
market. We will provide these businesses with convenient access to
personnel specially trained to provide international services. We
believe there is a demand for convenient access to international
services because the financial institutions currently offering
international services in the Atlanta area are typically located in
downtown office facilities or out-of-state offices and tend to focus
on large international transactions. Personnel in branch facilities
accessible to smaller businesses generally are not trained to address
these specialized needs.
United Americas Bank's lending activities related to
international business will focus initially on two programs sponsored
by The Export-Import Bank of the United States. Working capital loans
will be provided to exporters under the working capital guarantee
program co-sponsored by the Small Business Administration and The
Export-Import Bank of the United States. This program provides
working capital to companies to allow them to fulfill export orders.
The second program, the medium-term export loan program, allows
-23-
<PAGE>
<PAGE>
exporters to finance goods and equipment to foreign buyers for up to
five years. Both programs are guaranteed by The Export-Import Bank of
the United States.
United Americas Bank's international banking services will also
include inbound and outbound international funds transfers, foreign
exchange, foreign collections, and import and export letters of
credit. United Americas Bank will also be actively involved in trade
finance such as the issuance of bankers acceptances. These drafts or
bills of exchange facilitate international trade and will be available
upon completion of a diligent credit review process.
Specialized Banking Services. United Americas Bank will offer
----------------------------
private banking services to both domestic and non-domestic individuals
and corporations establishing business operations in Atlanta.
Specialized private banking services will include bill paying,
statement and mail holding, currency exchange, international funds
transfers, and arranging personal lines of credit (including credit
card services) for qualified foreign nationals conducting business in
the United States.
United Americas Bank's private banking group will assist U.S.
domiciled executives with a variety of personal banking services
designed to support international business objectives. These services
will include introductions to correspondent financial services and to
general business contacts maintained by us in international trade
markets.
United Americas Bank will provide international banking services
to foreign businesses operating in Atlanta and to their executives and
employees. United Americas Bank will seek to have personnel with the
requisite language and cultural skills suited to serve foreign
nationals who are often unfamiliar with United States' banking
practices. The international banking experience of the proposed
management of United Americas Bank, along with the contacts of the
proposed directors of United Americas Bank in the international and
domestic business communities, will enhance United Americas Bank's
ability to compete and cater to the unique needs of this segment of
the market.
Lending Policy. United Americas Bank will have an initial legal
--------------
lending limit of $1,650,000. The lending strategy of United Americas
Bank will be to make loans primarily to persons who reside, work or
own property in the Atlanta market. Unsecured loans normally will be
made only to persons who maintain depository relationships with United
Americas Bank. Secured loans will be made to persons who are well
established and have net worth, collateral and cash flow to support
the loan.
United Americas Bank will provide each lending officer with
written guidelines for lending activities. Lending authority will be
delegated by the Board of Directors of United Americas Bank to loan
officers, each of whom will be limited in the amount of secured and
unsecured loans which they can make to a single borrower or related
group of borrowers. All loans in excess of an amount to be
established by the Board of Directors will require the approval of the
loan committee of the Board of Directors.
The inter-agency guidelines adopted by federal bank regulators,
including the Comptroller of the Currency, mandate that financial
institutions establish real estate lending policies and establishing
certain minimum real estate loan-to-value standards. United Americas
Bank will adopt these federal standards as its minimum standards.
These standards require maximum loan-to-value ratios for various types
of real estate loans as set forth below, although United Americas Bank
may make exceptions to the maximum guidelines, which exceptions must
be accounted for and tracked:
-24-
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<PAGE>
<TABLE>
<CAPTION>
Loan-to-Value Limit
Loan category (percent)
------------- ---------
<S> <C>
Raw land 65
Land development 75
Construction:
Commercial, multifamily<F1> and other nonresidential 80
1- to 4-family residential 85
Improved Property 85
Owner-occupied 1- to 4-family and home equity <F2>
___________________
<FN>
<F1> Multifamily construction includes condominiums and cooperatives.
<F2> A loan-to-value limit has not been established for permanent
mortgage or home equity loans on owner-occupied, 1- to 4-
family residential property. However, for any such loan with
a loan-to-value ratio that equals or exceeds 90 percent at
origination, appropriate credit enhancement in the form of
either mortgage insurance or readily marketable collateral is
required.
</FN>
</TABLE>
Loan Review and Non-Performing Assets. On at least an annual
-------------------------------------
basis, all significant relationships and a random sampling of other
loans will be reviewed by the Loan Committee of the Board of Directors
of United Americas Bank. Past due loans will be reviewed at least
weekly by lending officers and by the senior credit officer, and the
Board of Directors will review a summary report monthly.
Asset/Liability Management. A committee composed of officers and
--------------------------
directors of United Americas Bank will be charged with managing United
Americas Bank's assets and liabilities. The committee will attempt to
manage asset growth, liquidity and capital in order to optimize income
and reduce interest rate risk. The committee will direct United
Americas Bank's overall acquisition and allocation of funds. At
quarterly meetings, the committee will review and discuss the monthly
asset and liability funds budget in relation to the actual flow of
funds, as well as peer group comparisons; the ratio of the amount of
rate-sensitive assets to the amount of rate-sensitive liabilities; the
ratio of the allowance for loan losses to outstanding and non-
performing loans; and other variables, such as expected loan demand,
investment opportunities, core deposit growth within specified
categories, regulatory changes, monetary policy adjustments and the
overall state of the economy.
Investment Policy. United Americas Bank's investment policy will
-----------------
be to optimize income, consistent with liquidity, asset quality and
regulatory constraints. The policy will be reviewed from time to time
by the Board of Directors of United Americas Bank. Individual
transactions, portfolio composition and performance will be reviewed
and approved monthly by the Board of Directors or a committee thereof.
The President of United Americas Bank will implement the policy and
will report to the full Board of Directors of United Americas Bank on
a monthly basis information concerning sales, purchases, resultant
gains or losses, average maturity, federal taxable equivalent yields
and appreciation or depreciation by investment categories.
Correspondent Banking. Correspondent banking involves the
---------------------
provision of services by one bank to another bank which cannot provide
that service for itself from an economic or practical standpoint.
United Americas Bank will be required to purchase correspondent
services offered by larger banks, including check collections,
services relating to the purchase of Federal Funds, security
safekeeping, investment services, coin and currency supplies, overline
-25-
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<PAGE>
and liquidity loan participations and sales of loans to or
participations with correspondent banks.
United Americas Bank will sell loan participations to
correspondent banks with respect to loans which exceed United Americas
Bank's lending limit. As compensation for services provided by a
correspondent, United Americas Bank may maintain certain balances with
such correspondents in non-interest bearing accounts.
COMPETITION
- -----------
The banking business is highly competitive. United Americas Bank
will compete as a financial intermediary with numerous other lenders
and deposit-takers, including other commercial banks, thrift
institutions, credit unions, finance companies, mutual funds,
insurance companies, and brokerage companies and investment banking
firms. According to information derived from data compiled by SNL
Securities, Inc., the Atlanta metropolitan statistical area as of
June 30, 1997 included 871 branch offices of commercial banks and 55
branches of thrifts. United Americas Bank will compete primarily with
other financial institutions in Atlanta, but may also compete with
Internet banks and financial institutions located throughout the
United States for products such as large certificates of deposit. All
of United Americas Bank's competitors actively solicit business from
residents of Atlanta and many are increasingly offering services in
Spanish and adding Spanish-speaking employees. Some of these
institutions are not subject to the same degree of regulation as we
will be and have greater resources than we will have available. Our
profitability will depend on our ability to compete successfully.
Some of United Americas Bank's competitors have substantially greater
resources and lending limits than United Americas Bank and provide
other services, such as extensive and established branch networks and
trust services, that United Americas Bank does not expect to provide
initially. As a result of these competitive factors, United Americas
Bank may have to pay higher rates of interest to attract depositors or
extend credit with lower interest rates to attract borrowers.
United Americas Bank will differentiate itself by providing
personalized, first-class service to individuals and businesses in the
Atlanta market. The Atlanta market is not currently served by a bank
organized specifically to serve the needs of the Hispanic community.
Furthermore, United Americas Bank will employ a staff of directors,
managers, and employees fluent in both English and Spanish to serve
the significant portion of the Hispanic population that is unfamiliar
or uncomfortable with using traditional banking facilities. In
addition, we intend to have a higher concentration than our
competitors of employees who are fluent in both Spanish and English.
We believe that through education and marketing programs sponsored by
United Americas Bank, a cross-section of the Hispanic community will
become more inclined to utilize the services of United Americas Bank.
Finally, United Americas Bank will focus on providing international
services to small to medium-sized businesses which we believe are
currently under-served by the large regional banks.
BANK SITE AND FACILITIES; PROPOSED BRANCHES
- -------------------------------------------
We selected United Americas Bank's primary office and branch
sites to reach a large segment of the Atlanta population, including a
large number of Hispanics. United Americas Bank's primary office is
located at 3789 Roswell Road in Fulton County, approximately 3.8 miles
south of I-285. The site is near the Consulate General of Mexico.
The primary office was previously used as a bank building and is
approximately 6,100 square feet and includes a drive-up window. We own
the real property and improvements that house our primary office. The
property is encumbered by a mortgage securing a credit line from The Bankers
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<PAGE>
Bank, which was used to fund the purchase of the real property. This loan
will be repaid with the proceeds from this offering. See "Use of Proceeds"
(page 10).
United Americas Bank plans to open its first branch on Buford
Highway between Northeast Plaza and I-285 approximately 30 days after
the opening of United Americas Bank's primary office. Although an
exact site has not been identified, there are a large number of
potential sites in that area. We selected this location because of
its proximity to the large number of Hispanics that live in the
surrounding areas.
United Americas Bank plans to open its second branch within
approximately 120 days after operations at United Americas Bank's
primary office commence, and will probably locate it in Cobb County in
the South Cobb Drive and Windy Hill Road area. Again, there are
multiple sites available in that area near the Hispanic commercial
center of Cobb County and with easy access from I-285 on a major
thoroughfare. Both branch sites will be on leased pads or out-parcel
sites and will be housed in modular units. The anticipated cost of
the modular units is approximately $130,000 each.
These sites do not cover the growing Hispanic population in
Roswell and Alpharetta, the expanding middle class populations in
suburban Cobb and Gwinnett Counties, or the small, highly concentrated
pocket of Hispanics in Southeast Atlanta south of I-20 and east of I-
85. We believe these areas are potential sites for future expansion
of United Americas Bank. Any additional bank branches, including the
first two referenced above, will require the approval of the Office of
the Comptroller of the Currency. No applications for additional
branch locations have been filed.
INFORMATION SYSTEMS AND THE YEAR 2000
- -------------------------------------
The Year 2000 Problem. The year 2000 issue confronting us,
---------------------
United Americas Bank, and our suppliers, customers, customers'
suppliers, and competitors centers on the inability of computer
systems to recognize the year 2000 and other year 2000-sensitive
dates. Many existing computer programs and systems originally were
programmed with six-digit dates that provided only two digits to
identify the calendar year in the date field. As the year 2000
approaches, these programs and computers will recognize "00" as the
year 1900 rather than the year 2000. Like most financial service
providers, United Americas Bank's operations may be affected
significantly by the year 2000 issue because we depend on computer-
generated financial information. Software, hardware, and equipment,
both within and outside of our direct control, and third parties with
whom we electronically or operationally interface are likely to be
affected. These third parties include customers and third party
vendors providing data processing, information systems management,
computer system maintenance, and credit bureau information. If
computer systems are not able to identify the year 2000, many computer
applications could fail or create incorrect results. Consequently,
many calculations that rely on date-related information, such as
interest, payment or due dates, and other operating functions, could
generate significantly misstated results, and we could lose our
ability to process transactions, prepare statements, or engage in
similar business activities. In addition, under certain
circumstances, failure to address adequately the year 2000 issue could
adversely affect the viability of United Americas Bank's suppliers and
creditors and the creditworthiness of our borrowers. If not
adequately addressed, the year 2000 issue could ultimately have a
significant adverse impact on our products, services, and competitive
condition and, in turn, our financial condition and results of
operations.
Regulatory Oversight. Financial institution regulators recently
--------------------
have increased their focus on year 2000 compliance issues and have
provided guidance concerning the responsibilities of senior management
and directors. The Federal Financial Institutions Examination Council
has issued several interagency statements on Year 2000 Project
Management Awareness. These statements require financial institutions
to, among other things, examine the year 2000 implications of their
reliance on vendors and with respect to data exchange and the
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<PAGE>
potential impact of the year 2000 issue on their customers, suppliers,
and borrowers. These statements also require each federally regulated
financial institution to survey its exposure, measure its risk, and
prepare a plan to address the year 2000 issue. In addition, the
federal banking regulators have issued safety and soundness guidelines
to be followed by insured depository institutions to ensure resolution
of any year 2000 problems. The federal banking agencies have asserted
that year 2000 testing and certification is a key safety and soundness
issue in conjunction with regulatory examinations. Consequently, an
institution's failure to address appropriately the year 2000 issue
could result in supervisory action, including the reduction of the
institution's supervisory ratings, the denial of applications for
approval of mergers or acquisitions, or the imposition of civil money
penalties.
Because we are still pending regulatory approval regarding our
status as a bank holding company and United Americas Bank has not yet
commenced operations, federal banking regulators are focusing on our
year 2000 readiness as part of the regulatory approval process. Once
United Americas Bankshares and United Americas Bank have obtained the
necessary regulatory approvals, the federal banking regulators will
continue to monitor our status on year 2000 issues as described above.
Our Readiness. Because we are a start-up entity and United
-------------
Americas Bank has not yet commenced business, we do not have existing
systems or equipment requiring year 2000 testing and remediation.
Rather, we plan to purchase all of our office equipment, hardware, and
software and obtain outsourcing service commitments only from vendors
and service providers that can certify that their products and
services are year 2000 compliant. We plan to purchase applications
software, microcomputers, teller equipment, and a network file server
only from vendors that can provide year 2000 compliance certificates
with respect to those products. We plan to obtain our data processing
services, automatic teller machine applications, voice response
system, Internet banking services, document imaging solutions, and
bond accounting systems from third party service providers that can
certify that the products and services they provide will be year 2000
compliant. We believe that we will be able to obtain these products
and services from vendors and service providers that can supply the
necessary certification. If we are unable to do so, however, we will
either forego acquiring the product or service until we receive the
required certification or, if the product or service is essential to
our operations, arrange for independent testing and verification of
year 2000 compliance.
As we acquire equipment and systems and commence operations, we
will test our year 2000 readiness on an ongoing basis. Although we do
not anticipate encountering difficulties in this area, we will require
our vendors and service providers to upgrade or replace any equipment
that proves to be non-compliant. If we do not receive the necessary
upgrades or equipment, we will obtain new equipment or engage a new
service provider with demonstrated year 2000 compliance.
Although our internal systems, equipment, and operations require
significant oversight with respect to year 2000 issues, our customers'
year 2000 readiness could also have a significant effect on our
operations. For example, if a customer with an outstanding loan from
United Americas Bank is unable to maintain its cash flow as a result
of disruption caused by its own or its customers' year 2000 problems,
the customer could default in the repayment of the loan, which would
lead to increased loan losses for United Americas Bank. Although we
plan to consider this possibility when we establish the loan loss
reserve for United Americas Bank, the potential losses could exceed
our estimate and ultimately cause a net loss to United Americas Bank
and United Americas Bankshares. To address this concern, we will
communicate with customers on an ongoing basis regarding our year 2000
readiness and attempt to identify at the earliest opportunity those
customers that are likely to encounter year 2000 problems. We plan to
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<PAGE>
work with these customers to ensure, to the greatest extent possible,
that their year 2000 compliance issues do not disrupt our operations.
Resources Allocated. To ensure that senior members of management
-------------------
continue to monitor our year 2000 readiness on a consistent basis, our
Board of Directors plans to establish a Year 2000 Committee. The
members of the committee will establish guidelines for the acquisition
of new equipment and services that will be year 2000 compliant;
communicate with potential borrowers, vendors, and service providers
regarding year 2000 issues; and monitor our progress in this area.
Members of the committee will also attend conferences and information
sharing sessions to gain additional insight into the year 2000 issue
and potential strategies for addressing it. The committee's work will
continue until the year 2000 and, in the event a year 2000 problem
occurs, thereafter until the problem is resolved. The committee will
be comprised of senior management and will report to the Audit
Committee of the Board of Directors.
Because our year 2000 compliance program will principally involve
acquiring systems, equipment, and outsourced services that are year
2000 compliant, we do not expect that United Americas Bankshares or
United Americas Bank will incur material year 2000 compliance or
remediation costs. Rather, these costs will be included in the
initial cost of obtaining the equipment or services that we need to
begin operations. As a result, we have not established a separate
budget for year 2000 compliance expenses. The Year 2000 Committee
will, however, monitor our needs in this area and will establish a
budget for year 2000 expenses if it believes that our year 2000 costs
will be material.
Contingency Plans. The worst anticipated year 2000 malfunction
-----------------
that United Americas Bank will face is temporary loss of power and
other utilities and interruption of services from key vendors. In
that case, our preliminary contingency plan will be to attempt to
restore utilities and insure adequate records are available manually
to minimize disruption and inconvenience to our customers. We believe
that United Americas Bank would be able to continue to operate in that
manner without significant loss. We believe, however, that our
computer software and hardware systems will be substantially year 2000
compliant.
EMPLOYEES
- ---------
When we begin operations, United Americas Bank will have
approximately 12 full-time employees and 1 part-time employee. We do
not expect that we will have any employees who are not also employees
of United Americas Bank.
Vincent D. Cater will be the President and Chief Executive
Officer of United Americas Bankshares and United Americas Bank. Mr.
Cater has over 30 years of domestic and international banking
experience, including extensive experience in the areas of
international trade finance and operations. He was responsible for
South American relationships at Citizens and Southern National Bank,
Atlanta, and for a time was located in Costa Rica as General Manager
of Banco Centroamericano de Divisas, a subsidiary bank. In 1983, Mr.
Cater joined First American Bank of Georgia, N.A. as Executive Vice
President and Manager of International Banking. During his tenure, he
established an Edge Act subsidiary in Miami and later served as the
Edge Act subsidiary's President. In 1993, Mr. Cater organized and was
the President and CEO of AmTrade International Bank, which specialized
in international trade finance and correspondent banking.
Jorge L. Forment will serve as the Chief Financial Officer of
United Americas Bankshares and United Americas Bank. Mr. Forment
recently joined us from Milton National Bank in Roswell, Georgia,
where he served as Senior Vice President and Chief Financial Officer
between May 1998 and April 1999. Prior to joining Milton National
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<PAGE>
Bank, Mr. Forment worked with Etowah Bank in Canton, Georgia, where he
served as Senior Vice President and Chief Financial Officer. Mr.
Forment was employed with Etowah Bank for nine years. Prior to
working with Etowah Bank, Mr. Forment served as a Vice President of
Bank Consultants, Inc. in Atlanta, Georgia, where he was responsible
for preparing de novo community bank charter applications. Mr.
Forment also served as a Loan Review Officer with First National Bank,
Panama City, Florida from 1984 until 1988, and as an Associate
National Bank Examiner with the Comptroller of the Currency from 1979
until 1984. See "Management" (page 29).
MANAGEMENT
PROPOSED EXECUTIVE OFFICERS AND DIRECTORS OF UNITED AMERICAS
BANKSHARES AND UNITED AMERICAS BANK
- ------------------------------------------------------------
The following table describes, for the initial executive officers and
members of the Board of Directors of United Americas Bankshares (1) names
and ages at February 28, 1999, (2) position(s) with United Americas Bankshares
and United Americas Bank, (3) the number of shares of common stock they intend
to purchase in the offering, (4) the percentage of outstanding shares such
number will represent, and (5) the number of shares subject to warrants, and
options as to Mr. Cater and Mr. Forment, that they will receive when they
purchase common stock in this offering. The directors and executive officers
have indicated that they intend to purchase a total of 193,000 shares as
listed below. With the exception of Mr. Taboada, each officer and director
of United Americas Bankshares will serve in the same capacity with United
Americas Bank once it has been organized. Mr. Taboada is a director of United
Americas Bankshares only, and will not serve as a director of United Americas
Bank.
<TABLE>
<CAPTION>
Position(s) Held Number of Amount of Subject to
with United Shares to Shares to be Percentage of Warrants
Name and Address Americas be Purchased (in Outstanding and
(Age) Bankshares Purchased Dollars) Shares Options
- ---------------- ------------------------- --------- --------------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Salvador Diaz-Verson Chairman of the Board of 100,000 $1,000,000 8.3 100,000
(47) Directors
Alex E. Suarez Vice Chairman of the Board of 10,000 100,000 .83 10,000
(39) Directors
Vincent D. Cater President, Chief Executive 10,000 100,000 .83 35,000<F1>
(55) Officer, and Director
Jorge L. Forment Chief Financial Officer and 3,000 30,000 .25 10,000<F2>
(41) Senior Vice President
Luis A. Caceres Director 10,000 100,000 .83 10,000
(37)
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<PAGE>
Position(s) Held Number of Amount of Subject to
with United Shares to Shares to be Percentage of Warrants
Name and Address Americas be Purchased (in Outstanding and
(Age) Bankshares Purchased Dollars) Shares Options
- ---------------- ------------------------- --------- --------------- -------------- ----------
Rene M. Diaz Director 10,000 100,000 .83 10,000
(37)
Reinaldo Pascual Secretary and Director 10,000 100,000 .83 10,000
(35)
Filiberto Prieto Director 10,000 100,000 .83 10,000
(44)
Norberto Sanchez Director 10,000 100,000 .83 10,000
(41)
Ignacio Luis Taboada Director 10,000 100,000 .83 10,000
(40)
Sam Zamarripa Director 10,000 100,000 .83 10,000
(46) ------- ---------- ----- -------
Total: 193,000 $1,930,000 16.02 225,000
_______________________________ ======= ========== ===== =======
<FN>
<F1> Includes an option to purchase 25,000 shares to be issued to
Mr. Cater.
<F3> Includes an option to purchase 10,000 shares to be issued to
Mr. Forment.
</FN>
</TABLE>
Alex Suarez and Salvador Diaz-Verson have been our directors
since May 14, 1998 and are proposed directors of United Americas Bank.
Each other person listed above has been one of our directors since May
14, 1998 and is a proposed director of United Americas Bank, except
for Ignacio Taboada. Our directors serve one year terms, unless the
director resigns, is removed from office, or dies. United Americas
Bankshares' officers are appointed by the Board of Directors and hold
office at the will of the Board. See "Certain Provisions of the
Articles of Incorporation and Bylaws" (page 40).
Each proposed director of United Americas Bank will serve until
United Americas Bank's first shareholders meeting, which will be held
shortly after United Americas Bank receives its charter. We, as the
sole shareholder of United Americas Bank, will nominate each proposed
director to serve as director of United Americas Bank at that meeting.
After the first shareholders meeting, directors of United Americas
Bank will serve for a term of one year and will be elected by our
shareholders at United Americas Bank's annual meeting of shareholders.
United Americas Bank's officers will be appointed by its Board of
Directors and will hold office at the will of the Board.
SALVADOR DIAZ-VERSON, JR. Mr. Diaz-Verson has been selected to
serve as our Chairman of the Board. Since 1991, Mr. Diaz-Verson has
served as Chairman and President of Diaz-Verson Capital Investments, Inc.,
a registered investment adviser. Mr. Diaz-Verson served as President and a
member of the Board of Directors of American Family Corporation (commonly
known as AFLAC), a publicly- held insurance holding company, from 1979 to
1991. He is currently a Director of the Board of Clemente Capital Inc.,
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<PAGE>
<PAGE>
Regions Bank, Columbus and Directo, Inc. He is a Trustee of Clark Atlanta
University and the Boys and Girls Club of America. In 1992, he received a
six-year presidential appointment to the Christopher Columbus Fellowship
Foundation. Mr. Diaz-Verson was on the Board of Synovus Financial
Corporation from 1985 to 1996 and Total Systems Services Inc. from
1983 to 1996. Mr. Diaz-Verson is also the current Chairman of
Atlanta's Hispanic Chamber of Commerce and is on the Board of
Directors of Directo, Inc., a cash card and related services company
with a focus on the Hispanic market.
ALEX E. SUAREZ. Mr. Suarez has been selected to serve as our
Vice Chairman of the Board. Mr. Suarez has been in the financial
services industry for over 14 years. In June of 1992, he joined BT Alex
Brown Incorporated, a wholly-owned subsidiary of Bankers Trust. He is
presently an institutional broker and Vice President covering banks and
portfolio manager in Latin America. He began his banking career in
1983 with First American Bank of Georgia, N.A. as a senior credit
analyst. While at First American, Mr. Suarez became the manager of
the letter of credit issuance department in the International Banking
Division. Prior to departing First American, Mr. Suarez co-founded
its Executive Banking Division. In January 1987 he became the third
Vice President of the former Buckhead Bank (which subsequently merged
with The Chattahoochee Bank, Bank South, and NationsBank), where he
engaged in private banking and corporate lending to small businesses
and served in various other capacities. From February 1992, until joining
BT Alex Brown, Mr. Suarez was President of the Ayoub Group, a merchant
banking firm, formed with Sam Ayoub, the former CFO of The Coca-Cola
Company. The Ayoub Group engaged in trade finance and venture capital
investments for small firms.
VINCENT D. CATER. Mr. Cater has been selected to serve as our
President and Chief Executive Officer. His banking experience spans
30 years in domestic and international banking. From February 1997 until
he joined the organizer group of United Americas Bank in June 1998, he
provided consulting services to clients engaging in business in Eastern
Europe, Latin America, and the United States. In 1993, Mr. Cater organized
AmTrade International Bank and held the titles of President and CEO until
December 31, 1996. With offices in Miami and Atlanta, AmTrade International
Bank specialized in international trade finance and correspondent banking.
Mr. Cater began his career in 1966 with Manufacturers Hanover Trust Company,
New York, where he completed the management training program and served as
Assistant Secretary in the Latin American division. He joined Citizens and
Southern National Bank, Atlanta, in 1970 and was responsible for South
American relationships. Mr. Cater was selected to relocate to Costa
Rica and serve as General Manager of Banco Centroamericano de Divisas,
in San Jose, a subsidiary bank. After four years, Mr. Cater returned
to Citizens & Southern Bank in Atlanta and held the title of Senior
Vice President responsible for all Latin American relationships with
total commitments in excess of $350 million. In 1983, Mr. Cater
joined the predecessor bank to First American Bank of Georgia, N.A. as
Executive Vice President and Manager of International Banking. During
his tenure, he established an Edge Act subsidiary in Miami and later
served as the Edge Act subsidiary's President.
JORGE L. FORMENT. Mr. Forment has been selected to serve as our
Chief Financial Officer. He has twenty years of banking experience.
Mr. Forment recently joined us from Milton National Bank in Roswell, Georgia,
where he served as Senior Vice President and Chief Financial Officer between
May 1998 and April 1999. Prior to joining Milton National Bank, Mr. Forment
worked with Etowah Bank in Canton, Georgia. Mr. Forment was employed with
Etowah Bank for nine years and served as Senior Vice President and Chief
Financial Officer from December 1994 until May 1998. Prior to working with
Etowah Bank, Mr. Forment served as a Vice President of Bank Consultants, Inc.
in Atlanta, Georgia where he was responsible for preparing de novo community
bank charter applications. Mr. Forment also served as a Loan Review Officer
with First National Bank, Panama City, Florida from 1984 until 1988, and as
an Associate National Bank Examiner with the Comptroller of the
Currency from 1979 until 1984.
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<PAGE>
<PAGE>
LUIS A. CACERES. Mr. Caceres is the founder of FBX Resources, a venture
capital firm specializing in railroad intermodal and air transportation.
He was President of Belca Foodservice, one of Atlanta's most successful
Hispanic-owned companies, until selling the Company and founding FBX Resources
in 1997. Prior to joining Belca Foodservice, Mr. Caceres was employed by
Arthur Andersen & Co. since 1984, where he specialized in the telecommunications
and transportation industries and earned his license as a Certified Public
Accountant. Until 1998, he served on the Board of Directors of UniPro
Foodservice, Inc. a cooperative of food service distributors where he was
co-Chair of the Finance Committee and member of the Executive Committee. He
also served on the Board of the Atlanta Hispanic Chamber of Commerce in
1996-1997. He was recognized in 1998 by the Atlanta Hispanic Chamber of
Commerce as one of the outstanding Hispanic entrepreneurs in the United States.
RENE M. DIAZ. Mr. Diaz has spent his entire career with Diaz
Foods, where he serves as President and Chief Executive Officer since 1980. He
has been recognized both locally and nationally as one of the
outstanding Hispanic entrepreneurs in the United States. Mr. Diaz is
currently active on many Boards of Directors, including Directo, Inc.,
the Alliance Theatre, Egleston/Scottish Rite Hospital, the Latin
American Association, the Carter Center, and Zoo Atlanta. He has also
served on the Boards of the Atlanta Arts Festival, UNICEF, the
American Cancer Society (DeKalb), and the Atlanta Hispanic Chamber of
Commerce. In 1996, he was the recipient of the National Adelante
Award and in 1995, he was recognized with the Georgia Business of the
Year Award. In 1998, he and his company were featured nationally on CNN.
REINALDO PASCUAL. Mr. Pascual is a Partner in the Atlanta law firm of
Kilpatrick Stockton LLP where he has practiced since 1993. Prior to joining
Kilpatrick Stockton, Mr. Pascual practiced law with another large Atlanta law
firm for five years. His areas of specialty are Securities, Investment
Companies/Advisers, Mergers and Acquisitions, and Latin American Transactions.
He has been instrumental in leading Kilpatrick Stockton's development and
expansion effort in Central and South America. He currently serves on the
Boards of Directors of the Atlanta Hispanic Chamber of Commerce and the
Panamanian Chamber of Commerce of the Southeast. Mr. Pascual was recognized by
Georgia Trend magazine in 1997 as one of the outstanding Georgians under 40.
FILIBERTO PRIETO. Mr. Prieto is the Chief Executive Officer of El Taco
Veloz, a chain of five fast food restaurants in Atlanta which he founded in
1991, and the owner and operator of Taco Prisa and La Kermes. He is also CEO
of WPLO, a prominent Spanish language radio station which serves the Hispanic
community in the greater Atlanta area. Currently a member of the Board of
Directors of the Atlanta Hispanic Chamber of Commerce, he was previously
nominated for the Small Business of the Year Award in 1995, and was named
Businessman of the Year in 1997. Also in 1997, he was nominated as
Entrepreneur of the Year by Ernst & Young. He also served as Vice President
of the newly-formed Mexican American Chamber of Commerce. Mr. Prieto is
active in community affairs and development and is recognized through WPLO
for his charitable and fundraising activities.
NORBERTO SANCHEZ. Mr. Sanchez is the Chairman and Chief
Executive Officer of the Norsan Group which he founded in 1987.
Headquartered in Atlanta, the Norsan Group encompasses several
businesses, including restaurants throughout the Southeast and
institutional food preparation and distribution. Prior to the
formation of the Norsan Group, Mr. Sanchez was employed as an engineer
and project manager with companies in Texas and Mexico. Mr. Sanchez
has been active in a number of civic and professional groups, including
having served as past Chairman of the Atlanta Hispanic Chamber of Commerce.
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<PAGE>
<PAGE>
IGNACIO LUIS TABOADA. Since 1993, Mr. Taboada has served both as
President of Phoenix Global Mortgage Corporation and as Executive Vice
President of Euramex Management, Inc., a real estate development and
finance company. Phoenix Global is the only Hispanic-owned mortgage
banking company in Georgia. Mr. Taboada is the sole Hispanic Commissioner on
the Fulton County Housing Authority. He has served on the Board of Directors
of the Latin American Association and is Honorary Consul of Spain in Atlanta.
SAM ZAMARRIPA. Mr. Zamarripa is Senior Vice President for
Community Development of the Metropolitan Atlanta Chamber of Commerce,
a position he has held since 1997. From 1993 to 1997, he was Vice President
of Marketing for Diaz-Verson Capital Investments, Inc. He currently serves
on the Boards of Directors of the Latin American Association, Leadership
Atlanta, and the Regional Leadership Foundation and on the Board of Visitors
of Clayton State University. Previously, he served on the Boards of The
Mexican Center, Metropolitan Atlanta Chamber of Commerce, and the
National Association of Securities Professionals. Among other honors
and appointments, he has served on the State Elections and Voter
Registration Commission and as United States Delegate to the Western
Hemisphere Trade Ministerial.
ADVISORY BOARD OF DIRECTORS
- ---------------------------
In addition to our Board of Directors, we have formed an Advisory
Board of Directors, which we expect will provide us a valuable source
of business leads and support. The Advisory Board initially will be
comprised of the following prominent Hispanics who reside in Georgia:
RUDY M. BESERRA. Mr. Beserra is Assistant Vice President and
Director of Corporate Latin Affairs of The Coca-Cola Company. He
began his career at The Coca-Cola Company in 1989 after having served
as Special Assistant to President Ronald Reagan on Latino and Small
Business Affairs. Mr. Beserra is an active board member of a number
of prominent Latino-focused organizations and has received widespread
recognition for his work in national Hispanic affairs.
MANUEL CHAVEZ. Mr. Chavez is Chief Executive Officer of Parking
Company of America, Inc. and Managing Partner of Chavez Properties,
one of the largest central business district landowners in the United
States. Mr. Chavez has directed the management, acquisition and
disposition of property through innovative equity financing with
institutional and private sectors.
THOMAS W. DORTCH, JR. Mr. Dortch is President and Chief
Executive Officer of TWD, Inc. He worked for U.S. Senator Sam Nunn
for sixteen years and in 1990 became the first African-American in the
nation to serve as State Director for the United States Senate. In
this capacity, he provided Senator Nunn with advice on legislation
impacting small businesses, minorities, and civil and human rights
issues. He is President of the 100 Black Men of America, Inc.
CARLOS M. FRANCO, M.D., FACP. Dr. Franco is a practicing
physician and partner with Georgia Cancer Specialists, P.C. and a
staff physician with several local hospitals. He has authored or co-
authored numerous publications in his field. He is a member of
several medical societies and serves as Vice-Chairman of the Latin
American Association of Atlanta.
VINCENT GALAN, M.D. Dr. Galan is President and partner of
Riverdale Anesthesia Associates, PC and co-director and attending
anesthesiologist of the Pain Center at Southern Regional Medical
-34-
<PAGE>
<PAGE>
Center. Dr. Galan is involved in numerous committees at Southern
Regional and is a member of various professional associations.
EDUARD DE GUARDIOLA. Mr. De Guardiola is President and Director of
Focus Group, a multi-dimensional real estate company. He has over twenty
years of experience in all facets of real estate management and development,
including residential and retail. Prior to his involvement in the private
sector, Mr. De Guardiola spent approximately five years as an attorney,
specializing in commercial real estate.
BILL PENA. Mr. Pena is the Regional President for Chile and
Argentina for The Home Depot. He has been with The Home Depot since
1994 and has been involved in all aspects of its international
initiatives. Prior to joining The Home Depot, Mr. Pena was the Senior
Vice President and General Merchandising Manager with Home Base, which
he helped found and grow beyond an initial public offering. Mr. Pena
also is the Chairman of the Board of Home Depot's joint venture with
Falabella, Chile's largest retailer, and is a member of the board of
the Council of the Americas.
MARITZA SOTO KEEN. Mrs. Keen has been the Executive Director of
the Latin American Association since 1984. Under her leadership, the
Latin American Association has grown into one of the most successful
and widely recognized non-profit social agencies in the United States.
Mrs. Keen has received numerous awards and honors in recognition of
her contributions to Atlanta and Georgia Hispanic community.
TEODORO MAUS. Mr. Maus has served as Consul General of Mexico in
Atlanta, Georgia since his appointment in 1995. He began his
diplomatic career in 1978 as the cultural attache of Mexico in New
York. In 1987, Mr. Maus was appointed to the permanent mission of
Mexico at the United Nations.
VICTOR RODRIGUEZ. Mr. Rodriguez is Managing Director of GMA
Partners, Inc., a merchant and investment banking firm located in
Atlanta, Georgia. He has over thirteen years experience in private
capital placement, merger and acquisition advisory services and
corporate finance. Mr. Rodriguez is currently a member of the Atlanta
Society of Financial Analysts.
RAMON A. SUAREZ, M.D. Dr. Suarez is Chairman of the Obstetrics
and Gynecology Division for Piedmont Clinic (Promina Health Care
System) and has been in private practice since 1983. Dr. Suarez is
actively involved with the Department of Obstetrics and Gynecology at
Emory University School of Medicine and in numerous professional organizations.
MARIO TRUJILLO. Mr. Trujillo is Executive Vice President and
Chief Financial Officer of Directo, Inc. Prior to that time, Mr.
Trujillo was senior tax manager and member of the international
banking and real estate teams at Arthur Andersen & Co. Mr. Trujillo
also held positions as Executive Vice President and Chief Financial
Officer of Ackerman & Co. and subsequently, partner, Chief Financial
Officer and head of asset management for Madison Capital Partners. He
has served as Chairman of the Latin American Association and remains
active in Hispanic affairs.
COMMITTEES OF THE BOARDS OF DIRECTORS
- -------------------------------------
Our Board of Directors will establish the committees described
below and may add additional committees as are necessary. The members
of each committee will be the same for United Americas Bank as they
are for us.
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<PAGE>
<PAGE>
Asset and Liability Management Committee. The Asset and
----------------------------------------
Liability Management Committee will provide guidance to United
Americas Bankshares and United Americas Bank in balancing the yields
and maturities in loans and investments to deposits. The committee
will be comprised of members of the Board of Directors and the
officers. The Chairman will be selected by the Board of Directors.
Audit and Compliance Committee. The Audit and Compliance
------------------------------
Committee will recommend to the Board of Directors the independent
public accountants to be selected to audit United Americas Bankshares'
and United Americas Bank's annual financial statements and will
approve any special assignments given to the independent public
accountants. The Audit and Compliance Committee also reviews the
planned scope of the annual audit, any changes in accounting
principles, and the effectiveness and efficiency of United Americas
Bankshares' and United Americas Bank's internal accounting staff.
Additionally, the Audit and Compliance Committee will provide
oversight to United Americas Bankshares' and United Americas Bank's
compliance with regulatory rules and regulations, including the
Community Reinvestment Act and Year 2000 issues. The committee will
be comprised of members of the Board of Directors. The Chairman will
be selected by the Board of Directors.
Compensation Committee. The Compensation Committee will establish
----------------------
remuneration levels for officers of United Americas Bankshares and United
Americas Bank, review management organization and development, review
significant employee benefit programs, and establish and administer executive
compensation programs, including the stock plan as described below. The
committee will be comprised of members of the Board of Directors. The
Chairman will be selected by the Board of Directors.
Year 2000 Committee. The Year 2000 Committee will establish
-------------------
guidelines for the acquisition of new equipment and services that will
be year 2000 compliant; communicate with potential borrowers, vendors,
and service providers regarding year 2000 issues; and monitor our
progress in this area. The Committee's work will continue until the
year 2000 and, in the event a year 2000 problem occurs, thereafter until the
problem is resolved. The committee will be chaired by Jorge Forment.
Executive Committee. The Executive Committee will have authority
-------------------
to exercise the powers of the Board of Directors in managing the
affairs and assets of United Americas Bankshares and United Americas
Bank between Board meetings, except for the powers exclusively
reserved to the Board of Directors of United Americas Bank or United
Americas Bankshares. The Executive Committee also will be responsible
for making recommendations to the Board of Directors regarding matters
relating to the management and expansion of United Americas Bank. The
Executive Committee will be comprised of members of the Board of
Directors. The Chairman will be selected by the Board of Directors.
Loan Committee. The Loan Committee will review any loan request
--------------
made by a potential borrower over a certain credit threshold for
compliance with United Americas Bank's lending policies and federal
and state rules and regulations governing extensions of credit and
decide whether to extend credit to the potential borrower. The
committee will be comprised of members of the Board of Directors. The
Chairman will be selected by the Board of Directors.
-36-
<PAGE>
<PAGE>
EXECUTIVE COMPENSATION
1998 COMPENSATION
- -----------------
The following table shows information for 1998 with regard to
compensation for services rendered in all capacities to us by Mr.
Cater, our Chief Executive Officer and President. No executive
officer earned more than $100,000 in salary and bonus in 1998.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE FOR 1998
Annual Compensation Long-Term Compensation
------------------------------------- --------------------------------------------------------------
Awards Payouts
-------------------------- ---------------------------------
Securities
Name and Other Annual Restricted Underlying All Other
Principal Compensation Stock Options/ LTIP Payouts Compensation ($)
Position Salary ($) Bonus ($) ($) Award(s) SARs (#) ($)
----------------------------------------------------------------------------------------------------------------------------
<S> <S> <C> <C> <C> <C> <C> <C>
Vincent D. 69,000 -0- 5,000 -0- -0- -0- -0-
Cater: President
and CEO
</TABLE>
EMPLOYMENT AGREEMENTS
- ---------------------
Effective May 20, 1998, we entered into an employment agreement
with Mr. Cater regarding his employment as our President and Chief
Executive Officer, which agreement was amended and restated on January 7,
1999. Under the terms of the employment agreement, Mr. Cater will
receive a salary of $135,000 per year. At the end of each year of
operation, he will be entitled to receive a cash bonus equal to 15% of
his annual salary, subject to our exceeding certain performance
targets which shall be determined annually by the Compensation
Committee. We will grant Mr. Cater an incentive stock option to
purchase 25,000 shares of common stock at an exercise price equal to
the fair market value of the shares of common stock on the date of
grant as determined by an independent consultant. Ten thousand of the
options will vest on the date of the opening of United Americas Bank
and an additional 5,000 shares will vest at the end of calendar year
thereafter for the next three years. We will also provide an
automobile allowance of $750.00 per month, country club membership
dues, and up to one other luncheon club membership, if deemed
appropriate by the Board of Directors, to Mr. Cater.
The initial term of Mr. Cater's employment commenced on June 1,
1998 and will continue until January 31, 2002. At the end of the
initial term of employment and at the end of each succeeding twelve-
month period, the agreement will be extended for a successive twelve-
month period unless either party provides notice of his or its intent
not to extend the agreement. If (1) Mr. Cater dies or (2) we abandon
our organizational efforts or certain other terms and conditions are
not met by April 30, 1999, neither we nor United Americas Bank will
have any further obligations under the agreement. Mr. Cater may be
terminated (1) by United Americas Bank and United Americas Bankshares
for good reason (as defined in the agreement); (2) at the election of
Mr. Cater if United Americas Bank or United Americas Bankshares
breaches any material provision of the agreement and the breach is not
cured within 30 days after written notice of the breach is given by
the Mr. Cater to us or if his powers, responsibilities, or duties are
materially diminished; or (3) upon Mr. Cater's death or disability.
If Mr. Cater terminates employment due to our breach or for good
reason, we will be required to pay the compensation and provide the
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<PAGE>
<PAGE>
benefits due under the agreement for a period of six months (or twelve
months if there is a change in control of us within the six-month
period). If Mr. Cater terminates his employment without cause, United
Americas Bankshares' obligations under the agreement will cease as of
the date of termination. If we terminate Mr. Cater's employment for
good reason, our obligations under the agreement will cease as of the
date of termination; provided, however, that if employment is
terminated as a result of death or disability, benefits will be
provided in accordance with the agreement. Mr. Cater will be
prohibited from competing with United Americas Bankshares or United
Americas Bank or soliciting our customers or employees within the
geographic area set forth in the agreement for a period of six months
from the date of termination.
DIRECTOR COMPENSATION
- ---------------------
The directors of United Americas Bankshares and United Americas
Bank will not be compensated separately for their services as
directors until net profits of United Americas Bankshares and United
Americas Bank exceed our net losses since inception on a cumulative
basis.
ORGANIZERS' WARRANTS
- --------------------
The organizers intend to purchase a total of 190,000 shares of
common stock in the offering at a price of $10.00 per share. This
represents approximately 16% of the shares that will be outstanding
after the offering.
In recognition of the efforts made and financial risks undertaken
by the organizers in organizing United Americas Bankshares and United
Americas Bank, we will issue to the organizers warrants to purchase
additional shares of common stock. We will issue to each organizer a
warrant to purchase one share of common stock for each share the
organizer purchases, up to a limit of 20% of the initial offering when
combined with total stock options. The organizers may purchase up to
190,000 shares through the exercise of these options and warrants.
The warrants will become exercisable in 20% annual increments
beginning on the one-year anniversary of the date of the closing of
the offering so long as the holder remains on our Board of Directors.
Exercisable warrants will remain exercisable for the 10 year period
following the date of the closing of the offering or for 90 days after
a warrant holder ceases to be a director, whichever is shorter. Each
warrant will be exercisable at a price of $10.00 per share subject to
adjustment for stock splits, recapitalizations, or other similar
events.
STOCK INCENTIVE PLAN
- --------------------
General. Our Stock Incentive Plan provides us with the
-------
flexibility to grant the stock incentives described in this section of
the prospectus to key employees, officers, and directors of United
Americas Bankshares and United Americas Bank for the purpose of giving
them a proprietary interest in, and to encourage them to remain in the
employ of, United Americas Bankshares or United Americas Bank. The
Board of Directors has reserved 50,000 shares of common stock, an
amount equal to 4% of the shares of common stock sold in this
offering, for issuance under the plan. The number of shares reserved
for issuance may change in the event of a stock split,
recapitalization, or similar event as described in the plan.
Administration. Our Compensation Committee, which is comprised
--------------
of at least 3 directors appointed by our Board of Directors, will
administer the plan. The Board of Directors will consider the
standards contained in both Section 162(m) of the Internal Revenue
Code of 1986, as currently in effect, and Rule 16(b)(3) under the
Securities Exchange Act of 1934, as currently in effect, when appointing
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<PAGE>
<PAGE>
members to the Compensation Committee. The Compensation
Committee or, as the case may be, the Board of Directors, will have
the authority to grant awards under the plan, to determine the terms
of each award, to interpret the provisions of the plan, and to make
all other determinations that it may deem necessary or advisable to
administer the plan.
Awards. The plan permits the Compensation Committee to make
------
awards of shares of common stock, awards of stock options and similar
securities related to the value of the common stock, and certain cash
awards to eligible persons. The Compensation Committee may grant
these awards on an individual basis or may design a program providing
for awards to a group of eligible persons. The plan permits the
committee to make awards of a variety of stock-based incentives,
including stock awards, stock options and other incentive compensation
based on the fair market value of the common stock. These incentives
are described more fully below.
The Compensation Committee determines, within the limits of the
plan, the number of shares of common stock subject to a stock
incentive and to whom any stock incentive is granted and the exercise
or settlement price and forfeiture or termination provisions of each
stock incentive. A holder of a stock incentive generally may not
transfer the stock incentive during his or her lifetime, but the
Compensation Committee may provide for limited transferability of non-
qualified stock options.
Options. The plan provides for incentive stock options and non-
-------
qualified stock options. The Compensation Committee will determine
whether an option is an incentive stock option or a non-qualified
stock option when it grants the option, and the option will be
evidenced by a stock incentive agreement describing the material terms
of the option.
The exercise price of an incentive stock option may not be less
than the fair market value of the common stock on the date of the
grant, or less than 110% of the fair market value if the participant
owns more than 10% of our outstanding common stock. When the
incentive stock option is exercised, we will be entitled to place a
legend on the certificates representing the shares of common stock
purchased upon exercise of the option to identify them as shares of
common stock purchased upon the exercise of an incentive stock option.
The exercise price of non-qualified stock options may be equal to,
less than, or more than the fair market value of the common stock on
the date that the option is awarded, based upon any reasonable measure
of fair market value. The Compensation Committee may permit the
exercise price to be paid in cash, by the delivery of previously owned
shares of common stock, or to be satisfied through a cashless exercise
executed through a sales agent or by having a number of shares of
common stock otherwise issuable at the time of exercise withheld.
The Compensation Committee will also determine the term of an
option. The term of an incentive stock option may not exceed 10 years
from the date of grant, but any incentive stock option granted to a
participant who owns more than 10% of the outstanding common stock
will not be exercisable after the expiration of 10 years after the
date the option is granted. The Compensation Committee may provide in
the stock incentive agreement for earlier termination of the option
upon the option holder's termination of employment, death, disability
or retirement. Incentive stock options are also subject to the
further restriction that the aggregate fair market value, determined
as of the date of the grant, of common stock as to which any incentive
stock option first becomes exercisable in any calendar year is limited
to $100,000 per recipient. If incentive stock options covering more
than $100,000 worth of common stock first become exercisable in any
one calendar year, the excess will be non-qualified options.
Stock Appreciation Rights. The Compensation Committee may grant
-------------------------
stock appreciation rights separately or in connection with another
stock incentive, and the committee may provide that the holder may
exercise them at any time or that they will be paid at a certain time
or times or upon the occurrence or non-occurrence of certain events.
-39-
<PAGE>
<PAGE>
Stock appreciation rights may be settled in shares of common stock or
in cash, according to terms established by the Compensation Committee
with respect to any particular award.
Stock Awards. The Compensation Committee may grant shares of
------------
common stock to a participant either with or without restrictions or
conditions.
Other Stock Incentives. The Compensation Committee may award (1)
----------------------
the right to receive in the future an amount in cash, which is equal
to the full or partial fair market value of a specified number of
shares of common stock as of a specified date, (2) rights to receive
shares of common stock when the recipient, United Americas Bankshares,
or United Americas Bank achieves certain performance standards, (3)
rights to receive shares of common stock instead of cash dividends,
and (4) similar rights. The committee determines the numbers or units
to be granted, any applicable conditions or restrictions, and whether
the incentive will be paid in the form of cash or common stock.
Termination of Stock Incentive. The terms of particular stock
------------------------------
incentives may provide that they terminate, among other reasons, upon
the holder's termination of employment or other status with United
Americas Bankshares or United Americas Bank, upon a specified date,
upon the holder's death or disability, or upon the occurrence of a
change in control of us. Stock incentives may grant exercise,
conversion, or settlement rights to a holder's estate or personal
representative if the holder dies or becomes disabled.
Certain Reorganizations. The plan provides for appropriate
-----------------------
adjustment, as determined by the Compensation Committee, in the number
and kind of shares subject to unexercised options in the event of any
change in the outstanding shares of common stock by reason of a stock
split, stock dividend, combination or reclassification of shares,
recapitalization, merger or similar event. In the event of certain
corporate reorganizations, the committee may, within the terms of the
plan and the applicable stock incentive agreement, substitute, cancel,
accelerate, cashed-out, or otherwise adjust the terms of a stock
incentive.
Amendment and Termination of the Plan. The Board of Directors
-------------------------------------
has the authority to amend or terminate the plan, subject to
shareholder approval for certain types of amendments. Generally, the
Board's action may not adversely affect the rights of a holder of an
outstanding stock incentive without the holder's consent.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
United Americas Bank may have banking and other business
transactions in the ordinary course of business with our directors and
officers and those of United Americas Bank, including members of their
families or corporations, partnerships, or other organizations in
which these directors and officers have a controlling interest. Currently, we
are aware of one related transaction. Reinaldo Pascual, an organizer and
proposed director of us and United Americas Bank, is an attorney with
Kilpatrick Stockton LLP, our counsel in connection with this offering.
If additional transactions occur, the transaction: (1) will be on
substantially the same terms (including price or interest rate and
collateral) as those prevailing at the time for comparable
transactions with unrelated parties, and any banking transactions will
not be expected to involve more than the normal risk of collectibility
or present other unfavorable features to United Americas Bank, (2)
will be on terms no less favorable than could be obtained from an
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unrelated third party, and (3) will be approved by a majority of the
directors, including a majority of the disinterested directors.
DESCRIPTION OF CAPITAL STOCK OF UNITED AMERICAS BANKSHARES
COMMON STOCK
- ------------
Our Articles of Incorporation authorize us to issue up to
5,000,000 shares of common stock, no par value, of which 1,200,000
shares will be issued pursuant to this offering. As of the date of
this prospectus, 50,000 shares of common stock, or approximately 4% of
the shares of common stock to be sold in the offering, were reserved
for issuance upon the exercise of stock options to be issued under the
1999 Stock Incentive Plan and 190,000 shares of common stock will be
reserved for issuance upon the exercise of the warrants to be issued
to the organizers. There are currently 20 shares of the common stock
issued. Messrs. Salvador Diaz-Verson and Alex Suarez each were issued
10 shares of common stock on May 14, 1998 in connection with our
organization. These shares will be redeemed by us upon completion of
the offering at their original aggregate price of $200.
All shares of common stock will be entitled to share equally in
dividends from legally available funds, when and if declared by the
Board of Directors. Upon our voluntary or involuntary liquidation or
dissolution, all shares of common stock will be entitled to share
equally in all of our assets that are available for distribution to
the shareholders. We do not anticipate that we will pay any cash
dividends on the common stock in the near future. Each holder of
common stock will be entitled to one vote for each share on all
matters submitted to the shareholders. Holders of common stock will
not have any right to acquire our authorized but unissued capital
stock whenever we issue new shares of capital stock. No cumulative
voting, redemption, sinking fund, or conversion rights or provisions
apply to the common stock. All shares of the common stock issued in
the offering will be fully paid and non-assessable.
PREFERRED STOCK
- ---------------
Our Articles of Incorporation also authorize our Board of
Directors to issue up to 1,500,000 shares of preferred stock, no par
value. The Board of Directors may determine the terms of the
preferred stock. Preferred stock may have voting, dividend,
conversion, exchange, redemption, and other rights, subject to
applicable law and determination by the Board of Directors. We have
not issued any preferred stock. We will not issue preferred stock to
the organizers except on the same terms as it is offered to all other
existing shareholders or to new shareholders. Although we have no
present plans to issue any preferred stock, ownership and control by
the holders of the common stock would be diluted if we were to issue
preferred stock that had voting rights.
The existence of preferred stock could impede a takeover of us
without the approval of our shareholders. This is because the Board
of Directors could issue shares of preferred stock to persons friendly
to current management, which could render more difficult or discourage
any attempt to gain control of us through a proxy contest, tender
offer, merger, or otherwise. In addition, the issuance of shares of
preferred stock with voting rights could adversely affect the rights
of the holders of common stock and, in certain circumstances,
issuances of preferred stock could decrease the market price of the
common stock.
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CERTAIN PROVISIONS OF THE ARTICLES OF INCORPORATION AND BYLAWS
DIRECTORS
- ---------
Terms for Board of Directors. Article III of our Bylaws provides
----------------------------
that our Board of Directors are elected annually and serve a term of one year
which expires at the annual meeting of shareholders following their election,
or at their earlier resignation, removal from office, or death.
Change in Number of Directors. Article III of our Bylaws
-----------------------------
provides that the number of directors may be increased or decreased by
amendment to the Bylaws adopted by the Board of Directors at a meeting
at which a quorum is present or by election by the shareholders of a
different number of directors when electing the entire board of directors.
To adopt the amendment, more directors must vote for it than against it.
Removal of Directors. Article III of our Bylaws provides that
--------------------
the shareholders may remove any director, with or without cause, by a
majority of the votes entitled to be cast for the election of directors.
INDEMNIFICATION
- ---------------
Our Bylaws contain certain indemnification provisions which
provide that our directors, officers, employees, or agents will be
indemnified against expenses that they actually and reasonably incur
if they are successful on the merits of a claim or proceeding. In
addition, the Bylaws provide that we will advance to our directors,
officers, employees, or agents reasonable expenses of any claim or
proceeding, so long as the director, officer, employee, or agent
furnishes us with (1) a written affirmation of his or her good faith
belief that he or she has met the applicable standard of conduct, and
(2) a written statement that he or she will repay any advances if it
is ultimately determined that he or she is not entitled to
indemnification.
When a case or dispute is settled or otherwise not ultimately
determined on its merits, the indemnification provisions provide that
we will indemnify insiders when they meet the applicable standard of
conduct. The applicable standard of conduct is met if the insider
acted in a manner he or she in good faith believed to be in or not
opposed to our best interest and, in the case of a criminal action or
proceeding, if the insider had no reasonable cause to believe his or
her conduct was unlawful. Our Board of Directors, shareholders, or
independent legal counsel determines whether the insider has met the
applicable standard of conduct in each specific case.
Our Bylaws also provide that the indemnification rights contained
in the Bylaws do not exclude other indemnification rights to which an
insider may be entitled under any bylaw, resolution, or agreement,
either specifically or in general terms approved by the affirmative
vote of the holders of a majority of the shares entitled to vote. We
can also provide for greater indemnification than is provided for in
the Bylaws if we choose to do so, subject to approval by our
shareholders. We may not, however, indemnify an insider for liability
arising out of circumstances that would cause the insider to remain
liable for his or her actions as described under "Limitation of
Liability" below.
We are not aware of any pending or threatened action, suit, or
proceeding involving any of our directors, officers, employees, or
agents for which indemnification from us may be sought.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as currently in effect, may be permitted to
our directors, officers, and controlling persons under the foregoing
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provisions, or otherwise, we have been advised that, in the opinion of
the Securities and Exchange Commission, this type of indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
liabilities other than our payment of expenses incurred or paid by one
of our directors, officers, or controlling persons in the successful
defense of any action, suit, or proceeding is asserted by a director,
officer, or controlling person in connection with the securities being
registered, we will, unless in the opinion of our counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether the indemnification by
it is against public policy as expressed in the Securities Act of
1933, as currently in effect, and will be governed by the final
adjudication of the issue.
Limitation of Liability
- -----------------------
Article VI of our Articles of Incorporation eliminates, with
certain exceptions, the potential personal liability of a director for
monetary damages to us and our shareholders for breach of a duty as a
director. There is no elimination of liability for (1) a breach of
duty involving appropriation of a business opportunity, (2) an act or
omission not in good faith or involving intentional misconduct or a
knowing violation of law, (3) a transaction from which the director
derives an improper material tangible personal benefit, or (4) any
payment of a dividend or approval of a stock repurchase that is
illegal under the Georgia Business Corporation Code. Article VI does
not eliminate or limit the right of us or our shareholders to seek
injunctive or other equitable relief not involving monetary damages.
The Georgia Business Corporation Code allows Georgia corporations
to include in their Articles of Incorporation a provision eliminating
or limiting the liability of directors, except in the circumstances
described above. As a result, and to encourage qualified individuals
to serve and remain as directors, we included Article VI in our
Articles of Incorporation. While we have not experienced any problems
in locating directors, we could experience difficulty in the future as
our business activities increase and diversify. We also adopted
Article VI to enhance our ability to secure liability insurance for
our directors at a reasonable cost. We intend to obtain liability
insurance covering actions taken by our directors in their capacities
as directors. We believe that Article VI will enable us to obtain
insurance on terms more favorable than if it were not included in the
Articles of Incorporation.
AMENDMENTS
- ----------
Any amendment of our Articles of Incorporation requires the
affirmative vote of a majority of the Board of Directors and, in most
instances, the holders of the outstanding shares of common stock. The
Board of Directors may amend the Bylaws unless the shareholders in
amending or repealing a particular Bylaw provide expressly that the
Board of Directors may not amend or repeal that Bylaw. A Bylaw
limiting the authority of the Board of Directors, establishing
staggered terms for directors, or setting a supermajority quorum or
voting requirement for the shareholders may only be adopted by the
shareholders and may not be adopted, amended, or repealed by the Board
of Directors, except as provided in Georgia Business Corporation Code
sections 14-2-1113 or 14-2-1133.
SHARES ELIGIBLE FOR FUTURE SALE
Upon completion of the offering, 1,200,000 shares of our common
stock will be issued and outstanding. These shares of common stock
will be freely tradable without restriction, except that our
"affiliates" must comply with the resale limitations of Rule 144 under
the Securities Act of 1933, as currently in effect. Rule 144 defines
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an "affiliate" of a company as a person who directly, or indirectly
through one or more intermediaries, controls, or is controlled by, or
is under common control with, the company. Affiliates of a company
generally include its directors, officers, and principal shareholders.
A total of 193,000 shares will be owned directly or indirectly by our
affiliates upon completion of the offering and will be eligible for
public sale pursuant to Rule 144.
Purchasers of common stock in this offering or on the open market
may resell those shares immediately, although our affiliates will be
subject to the volume and other limitations of Rule 144. In general,
under Rule 144, as currently in effect, affiliates will be entitled to
sell within any three month period a number of shares that does not
exceed the greater of one percent of the outstanding shares of common
stock of the average weekly trading volume during the four calendar
weeks preceding his or her sale. Sales under Rule 144 are also
subject to certain manner of sale provisions, a notice requirement,
and the availability of current public information about us.
Affiliates will not be subject to the volume restrictions and other
limitations under Rule 144 beginning 90 days after their status as an
affiliate terminates.
We intend to issue warrants to purchase up to a total of 190,000
shares of common stock representing an amount equal to 16% of the
common stock sold in the offering. We also intend to grant options to
purchase up to a total of 50,000 shares of common stock, representing
approximately 4% of the common stock sold in the offering, under our
1999 Stock Incentive Plan. We intend to register the shares issuable
upon exercise of warrants and options granted under the plan. Upon
registration, these shares will be eligible for resale in the public
market without restriction by persons who are not our affiliates, and
to the extent they are held by affiliates, under Rule 144 without a
holding period.
Prior to the offering, there has been no public market for the
common stock, and we cannot predict the effect, if any, that the sale
of shares or the availability of shares for sale will have on the
market price prevailing from time to time. Nevertheless, sales of
substantial amounts of common stock in the public market could
adversely affect prevailing market prices and our ability to raise
equity capital in the future.
SUPERVISION AND REGULATION
THE FOLLOWING DISCUSSION OF STATUTES AND REGULATIONS THAT APPLY
TO BANK HOLDING COMPANIES AND BANKS IS A SUMMARY THEREOF AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATUTES AND REGULATIONS.
GENERAL
- -------
We are in the process of becoming a registered bank holding
company subject to regulation by the Federal Reserve under the Bank
Holding Company Act of 1956, as currently in effect. We are required
to file financial information with the Federal Reserve periodically
and are subject to periodic examination by the Federal Reserve.
The Bank Holding Company Act requires every bank holding company
to obtain the Federal Reserve's prior approval before (1) it may
acquire direct or indirect ownership or control of more than 5% of the
voting shares of any bank that it does not already control; (2) it or
any of its non-bank subsidiaries may acquire all or substantially all
of the assets of a bank; and (3) it may merge or consolidate with any
other bank holding company. In addition, a bank holding company is
generally prohibited from engaging in, or acquiring, direct or
indirect control of the voting shares of any company engaged in non-
banking activities. This prohibition does not apply to activities
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found by the Federal Reserve, by order or regulation, to be so closely
related to banking or managing or controlling banks as to be a proper
incident thereto. Some of the activities that the Federal Reserve has
determined by regulation or order to be closely related to banking
are: making or servicing loans and certain types of leases;
performing certain data processing services; acting as fiduciary or
investment or financial advisor; providing brokerage services;
underwriting bank eligible securities; underwriting debt and equity
securities on a limited basis through separately capitalized
subsidiaries; and making investments in corporations or projects
designed primarily to promote community welfare.
We must also register with the Georgia Department of Banking and
Finance and file periodic information with the Georgia Department of
Banking and Finance. As part of this registration, the Georgia
Department of Banking and Finance requires information regarding our
financial condition, operations, management, and intercompany
relationships and the financial condition, operations, management, and
intercompany relationships of our subsidiary banks. The Georgia
Department of Banking and Finance may also require other information
that is necessary to insure that provisions of Georgia law and the
regulations and orders issued by the Georgia Department of Banking and
Finance have been complied with, and the Georgia Department of Banking
and Finance may examine us and our subsidiary banks.
We are an "affiliate" of United Americas Bank under the Federal
Reserve Act which imposes certain restrictions on (1) loans by United
Americas Bank to us, (2) United Americas Bank's investment in our
stock or securities, (3) United Americas Bank's taking the stock or
securities of an "affiliate" as collateral for loans by United
Americas Bank to a borrower and (4) United Americas Bank's purchase of
assets from us. Further, a bank holding company and its subsidiaries
are prohibited from engaging in certain tie-in arrangements in
connection with any extension of credit, lease or sale of property, or
furnishing of services.
United Americas Bank will be a national bank chartered under the
National Bank Act and will be subject to the supervision of, and is
regularly examined by, the Office of the Comptroller of the Currency.
The Office of the Comptroller of the Currency regulates or monitors
all areas of United Americas Bank's operations and activities,
including reserves, loans, mergers, issuance of securities, payments
of dividends, interest rates, and establishment of branches. Interest
and certain other charges collected or contracted for by United
Americas Bank are also subject to state usury laws or federal laws
concerning interest rates. A bank can be held liable for any loss
incurred by, or reasonably expected to be incurred by, the FDIC in
connection with the default of a commonly-controlled institution.
United Americas Bank will be insured by the FDIC. The major
functions of the FDIC with respect to insured banks include paying
depositors to the extent provided by law if an insured bank is closed
without adequate provisions having been made to pay claims of
depositors, acting as a receiver of state banks placed in receivership
when appointed receiver by state authorities, and preventing the
development or continuance of unsound and unsafe banking practices.
PAYMENT OF DIVIDENDS
- --------------------
We are a legal entity separate and distinct from United Americas
Bank. The principal source of our revenues will be dividends that
United Americas Bank pays to us as its sole shareholder. Statutory
and regulatory limitations apply to United Americas Bank's payment of
dividends to us, as well as to our payment of dividends to our
shareholders.
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As a national bank, United Americas Bank is required by federal
law to obtain the prior approval of the Office of the Comptroller of
the Currency for payments of dividends if the total of all dividends
declared by the Board of Directors in any year will exceed (1) the
total of United Americas Bank's net profits (as defined and
interpreted by regulation) for that year, plus (2) United Americas
Bank's retained net profits (as defined and interpreted by regulation)
of the preceding two years, less any required transfers to surplus.
The payment of dividends by United Americas Bankshares and United
Americas Bank may also be affected or limited by other factors, such
as the requirement to maintain adequate capital above regulatory
guidelines. In addition, if, in the opinion of the applicable
regulatory authority, a bank under its jurisdiction is engaged in or
is about to engage in an unsafe or unsound practice (which, depending
upon the financial condition of the bank, could include the payment of
dividends), the authority may require, after notice and hearing, that
the bank cease and desist from the unsafe or unsound practice. The
Federal Reserve and the Office of the Comptroller of the Currency have
issued policy statements that provide that bank holding companies and
insured banks should generally only pay dividends out of current
operating earnings. In addition to the formal statutes and
regulations, regulatory authorities consider the adequacy of a bank's
total capital in relation to its assets, deposits and such items.
Capital adequacy considerations could further limit the availability
of dividends to United Americas Bank.
MONETARY POLICY
- ---------------
The results of operations of United Americas Bank are affected by
credit policies of monetary authorities, particularly the Federal
Reserve. The instruments of monetary policy employed by the Federal
Reserve include open market operations in U.S. government securities,
changes in the discount rate on bank borrowings, and changes in
reserve requirements against bank deposits. In view of changing
conditions in the national economy and in the money markets, as well
as the effect of actions by monetary and fiscal authorities, including
the Federal Reserve, no prediction can be made as to possible future
changes in interest rates, deposit levels, loan demand, or the
business and earnings of United Americas Bank.
CAPITAL ADEQUACY
- ----------------
The Office of the Comptroller of the Currency and the Federal
Reserve have implemented risk-based rules for assessing bank and bank
holding company capital adequacy. These regulations establish minimum
capital standards in relation to assets and off-balance sheet
exposures as adjusted for credit risk. Banks and bank holding
companies are required to have (1) a minimum level of total capital
(as defined) to risk-weighted assets of 8%; (2) a minimum Tier 1
Capital (as defined) to risk-weighted assets of 4%; and (3) a minimum
shareholders' equity to risk-weighted assets of 4%. In addition, the
Federal Reserve and the Office of the Comptroller of the Currency have
established a minimum 3% leverage ratio of Tier 1 Capital to total
assets for the most highly-rated banks and bank holding companies.
"Tier 1 Capital" generally consists of common equity not including
unrecognized gains and losses on securities, minority interests in
equity accounts of consolidated subsidiaries and certain perpetual
preferred stock less certain intangibles. The Federal Reserve and the
Office of the Comptroller of the Currency will require a bank holding
company and a bank, respectively, to maintain a leverage ratio greater
than 3% if either is experiencing or anticipating significant growth
or is operating with less than well-diversified risks in the opinion
of the Federal Reserve or the Office of the Comptroller of the
Currency. The Federal Reserve and the Office of the Comptroller of
the Currency use the leverage ratio in tandem with the risk-based
ratio to assess the capital adequacy of banks and bank holding
companies. The capital adequacy standards also provide for the
consideration of interest rate risk in the overall determination of a
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bank's capital ratio, requiring banks with greater interest rate risk
to maintain greater capital for the risk.
In addition, the Bank is subject to the prompt corrective action
provisions that Congress enacted as a part of the Federal Deposit
Insurance Corporation Improvement Act of 1991. The "prompt corrective
action" provisions set forth five regulatory zones in which all banks
are placed largely based on their capital positions. Regulators are
permitted to take increasingly harsh action as a bank's financial
condition declines. Regulators are also empowered to place in
receivership or require the sale of a bank to another depository
institution when a bank's capital leverage ratio reaches 2%. Better
capitalized institutions are generally subject to less onerous
regulation and supervision than banks with lesser amounts of capital.
The Office of the Comptroller of the Currency and the Federal
Reserve have adopted regulations implementing the prompt corrective
action provisions of the Federal Deposit Insurance Corporation
Improvement Act of 1991, which place financial institutions in the
following five categories based upon capitalization ratios: (1) a
"well capitalized" institution has a total risk-based capital ratio of
at least 10%, a Tier 1 risk-based ratio of at least 6% and a leverage
ratio of at least 5%; (2) an "adequately capitalized" institution has
a total risk-based capital ratio of at least 8%, a Tier 1 risk-based
ratio of at least 4% and a leverage ratio of at least 4%; (3) an
"undercapitalized" institution has a total risk-based capital ratio of
under 8%, a Tier 1 risk-based ratio of under 4% or a leverage ratio of
under 4%; (4) a "significantly undercapitalized" institution has a
total risk-based capital ratio of under 6%, a Tier 1 risk-based ratio
of under 3% or a leverage ratio of under 3%; and (5) a "critically
undercapitalized" institution has a leverage ratio of 2% or less.
Institutions in any of the three undercapitalized categories would be
prohibited from declaring dividends or making capital distributions.
The Federal Reserve regulations also establish procedures for
"downgrading" an institution to a lower capital category based on
supervisory factors other than capital.
LEGAL MATTERS
Kilpatrick Stockton LLP, Atlanta, Georgia will pass upon the
validity of the shares of common stock offered by this prospectus.
Reinaldo Pascual, a partner in Kilpatrick Stockton, serves on our
Board of Directors and is expected to purchase 10,000 shares, and
receive warrants to purchase 10,000 shares at a price of $10.00 per
share, in connection with this offering.
EXPERTS
Our audited financial statements at March 31, 1999 and for the
period from May 14, 1998 through March 31, 1999, included in this
prospectus have been included in reliance on the report of
Porter Keadle Moore, LLP, Atlanta, Georgia, independent certified public
accountants, given on the authority of that firm as experts in
accounting and auditing.
REPORTS TO SHAREHOLDERS
Upon the effective date of the Registration Statement on Form SB-2
that registers the shares of common stock offered by this prospectus
with the Securities and Exchange Commission, we will be subject to the
reporting requirements of the Securities Exchange Act of 1934, as
currently in effect, which include requirements to file annual reports
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on Form 10-KSB and quarterly reports on Form 10-QSB with the
Securities and Exchange Commission. This reporting obligation will
exist for at least one year and will continue for successive fiscal
years, except that these reporting obligations may be suspended for
any subsequent fiscal year if, at the beginning of the year, the
common stock is held of record by less than 300 persons.
At any time that we are not a reporting company, we will furnish
our shareholders with annual reports containing audited financial
information for each fiscal year on or before the date of the annual
meeting of shareholders as required by Rule 80-6-1-.05 of the Georgia
Department of Banking and Finance. United Americas Bankshares' fiscal
year ends on December 31. Additionally, we will also furnish other
reports as it may determine to be appropriate or as otherwise may be
required by law.
ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission a
Registration Statement on Form SB-2 under the Securities Act or 1933,
as currently in effect, with respect to the shares of common stock
offered by this prospectus. This prospectus does not contain all of
the information contained in the Registration Statement. For further
information with respect to us and the common stock, we refer you to
the Registration Statement and the exhibits to it. The Registration
Statement may be examined and copied at the public reference
facilities maintained by the Securities and Exchange Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549 and at the regional offices of the Securities and Exchange
Commission located at Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511 and Seven World Trade Center, 13th
Floor, New York, New York 10048. Copies of the Registration Statement
are available at prescribed rates from the Public Reference Section of
the Securities and Exchange Commission, Room 1024, 450 Fifth Street,
N.W., Judiciary Plaza, Washington, DC 20549. The Securities and
Exchange Commission also maintains a Web site (http://www.sec.gov)
that contains registration statements, reports, proxy and information
statements and other information regarding registrants, such as United
Americas Bankshares, that file electronically with the Securities and
Exchange Commission.
We have filed or will file various applications with the FDIC,
the Federal Reserve, the Georgia Department of Banking and Finance,
and the Office of the Comptroller of the Currency. These applications
and the information they contain are not incorporated into this
prospectus. You should rely only on information contained in this
prospectus and in our related Registration Statement in making an
investment decision. To the extent that other available information
not presented in this prospectus, including information available from
us and information in public files and records maintained by the FDIC,
the Federal Reserve, the Georgia Department of Banking and Finance,
and the Office of the Comptroller of the Currency, is inconsistent
with information presented in this prospectus or provides additional
information, that information is superseded by the information
presented in this prospectus and should not be relied on. Projections
appearing in the applications are based on assumptions that we believe
are reasonable, but as to which we can make no assurances. We
specifically disaffirm those projections for purposes of this
prospectus and caution you against relying on them for purposes of
making an investment decision.
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INDEX TO FINANCIAL STATEMENTS
Report of Independent Certified Public Accountants F-2
Balance Sheet, March 31, 1999 F-3
Statement of Operations, Period from Inception (May 14, 1998)
to March 31, 1999 F-4
Statement of Changes in Stockholders' Equity (Deficit),
Period from Inception (May 14, 1998) to March 31, 1999 F-5
Statement of Cash Flows, Period from Inception (May 14, 1998)
to March 31, 1999 F-6
Notes to Financial Statements F-7
F-1
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
United Americas Bankshares, Inc.:
We have audited the accompanying balance sheet of United Americas
Bankshares, Inc. (a development stage corporation), as of March 31,
1999, and the related statements of operations, changes in
stockholders' equity (deficit) and cash flows for the period from
inception (May 14, 1998) to March 31, 1999. These financial statements
are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements based on our
audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of United
Americas Bankshares, Inc. as of March 31, 1999, and the results of its
operations and its cash flows for the period from inception (May 14,
1998) to March 31, 1999, in conformity with generally accepted
accounting principles.
The accompanying financial statements have been prepared assuming that
United Americas Bankshares, Inc. will continue as a going concern. As
discussed in note 1 to the financial statements, the Company is in the
organization stage and has not commenced operations. Also, as
discussed in note 3, the Company's future operations are dependent on
obtaining capital through an initial stock offering and obtaining the
necessary final regulatory approvals. These factors and the expense
associated with development of a new banking institution raise
substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to these matters are described
in note 3. The financial statements do not include any adjustments
relating to the recoverability of reported asset amounts or the amount
of liabilities that might result from the outcome of this uncertainty.
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
April 12, 1999
F-2
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UNITED AMERICAS BANKSHARES, INC.
(A Development Stage Corporation)
<TABLE>
<CAPTION>
Balance Sheet
March 31, 1999
Assets
<S> <C>
Cash $ 11,434
Office equipment 3,081
Deposits 75,194
---------
$ 89,709
=========
Liabilities and Stockholders' Equity (Deficit)
Note payable $ 320,000
Commitments
Stockholders' equity (deficit):
Preferred stock, no par value, 1,500,000 shares authorized,
no shares issued or outstanding -
Common stock, no par value; 5,000,000 shares
to be authorized, none issued and outstanding 200
Stock subscription receivable (200)
Deficit accumulated during the development stage (230,291)
---------
Total stockholders' equity (deficit) (230,291)
---------
$ 89,709
=========
</TABLE>
See accompanying notes to financial statements.
F-3
<PAGE>
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
(A Development Stage Corporation)
Statement of Operations
For the Period from Inception (May 14, 1998) to March 31, 1999
Operating expenses:
Compensation $ 122,132
Professional fees 54,296
Occupancy 7,890
Other, net 45,973
-------
Net loss $ 230,291
=======
See accompanying notes to financial statements.
F-4
<PAGE>
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
(A Development Stage Corporation)
Statement of Changes in Stockholders' Equity (Deficit)
For the Period from Inception (May 14, 1998) to March 31, 1999
<TABLE>
<CAPTION>
Deficit
Accumulated
Stock During the
Common Subscriptions Development
Stock Receivable Stage Total
--------- ------------- ------------ ------
<S> <C> <C> <C> <C>
Issuance of organizational shares $ 200 (200) - -
Net loss - - (230,291) (230,291)
--- ---- -------- --------
Balance, March 31, 1999 $ 200 (200) (230,291) (230,291)
=== ==== ======== ========
</TABLE>
See accompanying notes to financial statements.
F-5
<PAGE>
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
(A Development Stage Corporation)
Statement of Cash Flows
For the Period from Inception (May 14, 1998) to March 31, 1999
<TABLE>
<CAPTION>
<S> <C>
Cash flows from operating activities, consisting of
net loss $ (230,291)
--------
Cash flows from investing activities:
Purchase of office equipment (3,081)
Deposits (75,194)
--------
Cash used in investing activities (78,275)
--------
Cash flows from financing activities, consisting of
borrowings on note payable 320,000
--------
Net increase in cash and cash equivalents 11,434
Cash and cash equivalents at beginning of period -
--------
Cash and cash equivalents at end of period $ 11,434
========
Supplemental cash flow disclosure:
Cash paid for interest $ 5,695
Noncash financing activity:
Stock subscriptions receivable $ 200
</TABLE>
See accompanying notes to financial statements.
F-6
<PAGE>
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
(A Development Stage Corporation)
Notes to Financial Statements
(1) Organization
------------
United Americas Bankshares, Inc. (the "Company"), a proposed
holding company for United Americas Bank, N.A. (in organization)
(the "Bank"), was established for the purpose of filing a joint
application to charter the Bank with the Office of the Comptroller
of the Currency ("OCC") and the Federal Deposit Insurance
Corporation ("FDIC"). On February 22,1999, preliminary approval
from the OCC to charter the Bank was received. On March 29, 1999,
the FDIC granted its preliminary approval. Provided the necessary
capital is raised, it is expected that operations will commence in
the third quarter of 1999 in the proposed permanent facility.
Operations through March 31, 1999, relate totally to expenditures
on behalf of the organizers for incorporating and organizing the
Company and beginning banking operations. These activities have
been funded through a line of credit with a bank with a total
commitment at March 31, 1999 of $1,600,000. At March 31, 1999, the
line of credit bore interest at 7.75%, and the line will be
collateralized by a first mortgage on the land and buildings to be
acquired by the Company (see Note 3) and is personally guaranteed
by the organizers. This line of credit matures in February 2000.
The Company plans to raise $12,000,000 through an offering of
1,200,000 shares of its common stock. The organizers, directors
and officers expect to subscribe for a minimum of approximately
$1,900,000 (190,000 shares) of the Company's common stock.
Additionally, the organizers, directors and officers are expected
to receive an aggregate of 190,000 warrants to acquire 190,000
shares of the Company's stock at $10 per share. These warrants
will vest ratably over five years and expire after ten years.
(2) Significant Accounting Policies
-------------------------------
BASIS OF PRESENTATION
The accompanying financial statements have been presented in
conformity with generally accepted accounting principles ("GAAP")
for a development stage corporation. Preparing financial
statements in conformity with GAAP requires that management make
certain estimates that may effect the amounts recorded in the
financial statements, and actual results could differ from those
estimates.
OFFICE EQUIPMENT
Office equipment is carried at cost. Once the Company's banking
operations begin, this equipment will be depreciated using the
straight-line basis over its estimated useful lives. Repairs and
maintenance costs are expensed as incurred.
PRE-OPENING EXPENSES
All pre-opening expenses are expensed as incurred.
F-7
<PAGE>
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
(A Development Stage Corporation)
Notes to Financial Statements (continued)
(2) SIGNIFICANT ACCOUNTING POLICIES, CONTINUED
-------------------------------
INCOME TAXES
The Company accounts for deferred income taxes using the liability
approach, and when this approach results in a net deferred tax
asset, management evaluates the likelihood of being able to
realize that asset. When management determines that some or all of
the net deferred tax asset is not realizable, a valuation
allowance is recorded for that amount. At March 31, 1999, the
Company's only significant deferred tax attribute was its net
operating loss since inception, and this deferred tax asset has
been fully reserved.
(3) LIQUIDITY AND GOING CONCERN CONSIDERATIONS
------------------------------------------
Management believes the current available borrowing on the
Company's line of credit is adequate to fund the anticipated costs
to be incurred by the Company during its development stage, but
the funding of banking operations is dependent on obtaining final
regulatory approval and the successful completion of the stock
offering.
As stated above, to provide permanent funding for its operation,
the Company plans to sale 1,200,000 shares of its common stock at
$10 per share in an initial public offering. Costs related to the
organization and registration of the Company's common stock will
be paid from the gross proceeds of the offering. Should sufficient
subscriptions for the offering not be obtained, amounts paid by
subscribers with their subscriptions will be returned and the
offer withdrawn.
(4) COMMITMENTS
-----------
Effective August 31, 1998, the Company entered into an agreement
to acquire for $1,000,000 the land and building that will be the
site for the Company's first permanent banking facility. This
purchase closed on April 7, 1999. The agreement required earnest
money and other deposits of approximately $75,000. The Company
expects to incur costs of approximately $200,000 in improvements
to the facility, and the purchase price and cost of improvements
will be funded by the $1,600,000 line of credit discussed above.
Additionally, the Company has entered into employment arrangements
with the individuals who will serve as its President and its Chief
Financial Officer. The agreements would provide for initial annual
salaries for these two individuals of $225,000 in the aggregate
and entitles them to the receipt of certain options and warrants
upon the occurrence of certain future events.
F-8
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
<S> <C>
Summary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Cautionary Statement About Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . 12
The Offering . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Capitalization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Management's Discussion and Analysis of Financial Condition and Plan of Operations . . . . . . . . 16
Proposed Business of United Americas Bankshares and United Americas Bank . . . . . . . . . . . . . 18
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Description of Capital Stock of United Americas Bankshares . . . . . . . . . . . . . . . . . . . . 41
Certain Provisions of the Articles of Incorporation and Bylaws . . . . . . . . . . . . . . . . . . 42
Shares Eligible for Future Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
Supervision and Regulation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Experts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Reports to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Index to Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-1
</TABLE>
UNTIL ___________________, 1999 (40 DAYS AFTER THE DATE OF THIS
PROSPECTUS), ALL SALES AGENTS THAT BUY, SELL, OR TRADE THE COMMON
STOCK, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE SALES AGENTS'
OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND
WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS.
1,200,000 SHARES
UNITED AMERICAS BANKSHARES, INC.
A PROPOSED BANK HOLDING COMPANY
FOR
UNITED AMERICAS BANK, N.A.
(IN ORGANIZATION)
COMMON STOCK
PROSPECTUS
____________________, 1999
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Consistent with the applicable provisions of the laws of Georgia,
the Registrant's Bylaws provide that the Registrant shall have the
power to indemnify its directors, officers, employees and agents
against expenses (including attorneys' fees) and liabilities arising
from actual or threatened actions, suits or proceedings, whether or
not settled, to which they become subject by reason of having served
in the role if the director, officer, employee or agent acted in good
faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the Registrant and, with respect to a
criminal action or proceeding, had no reasonable cause to believe his
or her conduct was unlawful. Advances against expenses shall be made
so long as the person seeking indemnification agrees to refund the
advances if it is ultimately determined that he or she is not entitled
to indemnification. A determination of whether indemnification of a
director, officer, employee or agent is proper because he or she met
the applicable standard of conduct shall be made (1) by the Board of
Directors of the Registrant, (2) in certain circumstances, by
independent legal counsel in a written opinion or (3) by the
affirmative vote of a majority of the shares entitled to vote.
In addition, Article VII of the Registrant's Bylaws, subject to
certain exceptions, eliminates the potential personal liability of a
director for monetary damages to the Registrant and to the
shareholders of the Registrant for breach of a duty as a director.
There is no elimination of liability for (1) a breach of duty
involving appropriation of a business opportunity of the Registrant,
(2) an act or omission involving intentional misconduct or a knowing
violation of law, (3) a transaction from which the director derives an
improper material tangible personal benefit or (4) as to any payment
of a dividend or approval of a stock repurchase that is illegal under
the Georgia Business Corporation Code. The Bylaws do not eliminate or
limit the right of the Registrant or its shareholders to seek
injunctive or other equitable relief not involving monetary damages.
Finally, Article VI of the Articles of Incorporation provide that
directors shall not be held personally liable to us or our
shareholders for monetary damages for breach of his or her duty of
care or other duty to the extent permitted by the Georgia Business
Corporation Code.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Estimated expenses of the sale of the Registrant's common stock,
$0.00 par value, are as follows:
<TABLE>
<CAPTION>
<S> <C>
Securities and Exchange Commission Registration Fee . . . . . . . . . . . . . $3,336
National Association of Securities Sales agents, Inc. Filing Fee* . . . . . . _____
Blue Sky Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . . . . . _____
Legal Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . . . . . . . _____
Accounting Fees and Expenses* . . . . . . . . . . . . . . . . . . . . . . . . _____
Printing and Engraving Expenses* . . . . . . . . . . . . . . . . . . . . . . . _____
Mail and Distribution* . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____
Sales Agent Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . _____
Miscellaneous* . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____
</TABLE>
________________________________
*To be furnished by amendment.
II-1
<PAGE>
<PAGE>
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
On May 14, 1998, the Registrant issued to Mr. Salvador Diaz-
Verson and Mr. Alex Suarez, in a private placement, 10 shares each of
the Registrant's common stock, no par value per share, for an
aggregate price of $100.00 per person in connection with our
organization. The sales were exempt from registration under the
Securities Act pursuant to Section 4(2) of the Act because it was a
transaction by an issuer that did not involve a public offering.
ITEM 27. EXHIBITS.
Exhibit
Number Description
- ------- -----------
3(i)* Restated Articles of Incorporation
3(ii)* Amended and Restated Bylaws
4(i)* See Exhibits 3(i) and 3(ii) for provisions of the
Articles of Incorporation and Bylaws defining rights of
holders of the common stock
4(ii) Form of common stock Certificate of United Americas
Bankshares, Inc.
5 Legal Opinion of Kilpatrick Stockton LLP
10(i)* Purchase Agreement for main office property dated
August 31, 1998
10(ii)* Employment Agreement dated May 20, 1998, as amended and
restated on January 7, 1999, among United Americas
Bank, N.A. (In Organization), United Americas
Bankshares, Inc., and Vincent D. Cater
10(iii)* Promissory Note dated February 26, 1999 from United
Americas Bankshares, Inc. to The Bankers Bank.
10(iv)* Form of United Americas Bankshares, Inc. Organizers'
Warrant Agreement
10(v)* United Americas Bankshares, Inc. 1999 Stock Incentive
Plan
10(vi)* Escrow Agreement dated as of April 19, 1999 between
United Americas Bankshares, Inc. and The Bankers Bank
10(vii)* Sales Agent Agreement dated April 1, 1999 between
United Americas Bankshares, Inc. and GMA Partners, Inc.
23(i) Consent of Porter Keadle Moore, LLP
23(ii) Consent of Kilpatrick Stockton LLP (contained in
Exhibit 5)
24* Power of Attorney (Reference is made to page II-4)
27.1* Financial Data Schedule (for SEC use only)
II-2
<PAGE>
<PAGE>
99.1* Subscription Agreement
*Previously filed.
ITEM 28. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Registrant pursuant to foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission this type of
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer,
or controlling person of the Registrant in the successful defense of
any action, suit, or proceeding) is asserted by a director, officer,
or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether the
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of the
issue.
The Registrant hereby undertakes as follows:
(1) For determining any liability under the Securities Act, to
treat the information omitted from the form of prospectus filed as
part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant under Rule
424(b)(1), or (4) or 497(h) under the Securities Act as part of this
Registration Statement as of the time the Commission declared it
effective.
(2) For determining any liability under the Securities Act, to
treat each post-effective amendment that contains a form of prospectus
as a new registration statement for the securities offered in the
Registration Statement, and that offering of the securities at that
time as the initial bona fide offering of those securities.
II-3
<PAGE>
SIGNATURES
In accordance with the requirements of the Securities Act of
1933, as amended the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on
Form SB-2 and authorized this Registration Statement to be signed on
its behalf by the undersigned in the city of Atlanta, State of
Georgia, as of June 14, 1999.
UNITED AMERICAS BANKSHARES, INC.
By: /s/ Vincent D. Cater
Vincent D. Cater
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints jointly and
severally, Vincent D. Cater and Salvador Diaz-Verson, and each of
them, their respective attorney-in-fact, each with the power of
substitution, for him or her in any and all capacities, to sign any
and all amendments to this Registration Statement (including post-
effective amendments) and any Registration Statement filed pursuant to
Rule 462(b) of the Securities Act of 1933, as amended, and to file the
same, with exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that each of said attorneys-in-fact, or
their respective substitute or substitutes, may do or cause to be done
by virtue hereof.
In accordance with the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by the
following persons in the capacities and as of the dates stated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- -----
<S> <S> <C>
/s/ Vincent D. Cater President and Chief Executive Officer June 14, 1999
Vincent D. Cater
* Chairman June 14, 1999
- --------------------------
Salvador Diaz-Verson
* Vice Chairman June 14, 1999
- --------------------------
Alex Suarez
* Director June 14, 1999
- --------------------------
Norberto Sanchez
* Director June 14, 1999
- --------------------------
Rene M. Diaz
[Signatures are continued on the next page.]
II-4
<PAGE>
<PAGE>
Signature Title Date
--------- ----- ----
* Director June 14, 1999
- --------------------------
Reinaldo Pascual
* Director June 14, 1999
- --------------------------
Ignacio Luis Taboada
* Director June 14, 1999
- --------------------------
Sam Zamarripa
* Director June 14, 1999
- --------------------------
Luis A. Caceres
* Director June 14, 1999
- ---------------------------
Filiberto Prieto
* By Vincent D. Cater as attorney in fact
/s/ Vincent D. Cater
VINCENT D. CATER
</TABLE>
II-5
<PAGE>
Exhibit Index
Exhibit
Number Description
- ------- -----------
4(ii) Form of common stock Certificate of United Americas
Bankshares, Inc.
5 Legal Opinion of Kilpatrick Stockton LLP
23(i) Consent of Porter Keadle Moore, LLP
23(ii) Consent of Kilpatrick Stockton LLP (contained in
Exhibit 5)
NUMBER
UAB___ COMMON STOCK
NO PAR VALUE
UNITED AMERICAS BANKSHARES, INC. SHARES
_______
INCORPORATED UNDER THE LAWS OF THE STATE OF GEORGIA
SEE REVERSE FOR
CERTAIN
DEFINITIONS
CUSIP 908335 10 1
THIS CERTIFIES THAT
SPECIMEN
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF
UNITED AMERICAS BANKSHARES, INC.
transferable on the books of the Corporation by the holder of
record hereof in person or by his duly authorized attorney or
legal representative upon surrender of this Certificate
properly endorsed. This certificate is not valid unless
countersigned and registered by the by the Transfer Agent and
Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
UNITED AMERICAS BANKSHARES, INC.
CORPORATE
SEAL
1998
GEORGIA
/s/ Reinaldo Pascual /s/ Vincent D. Cater
SECRETARY PRESIDENT AND CHIEF EXECUTIVE OFFICER
COUNTERSIGNED AND REGISTERED
RELIANCE TRUST COMPANY
(ATLANTA, GA)
By:_____________________________________ TRANSFER AGENT
AND REGISTRAR
<PAGE>
<PAGE>
UNITED AMERICAS BANKSHARES, INC.
The shares represented by this certificate are subject to all the
provisions of the charter and by-laws of the Corporation as from time to
time amended (copies of which are on file at the corporate headquarters of
the Corporation), to all of which the holder by acceptance hereof assents.
The Corporation will furnish to any shareholder, upon request and
without charge, a full statement of the designation, relative rights,
preferences and limitations of the shares of each class authorized to be
issued. Any request for such statements may be made to the secretary of
the Corporation at its registered office.
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in
full according to applicable laws or regulations:
<TABLE>
<S> <S>
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties UNIF GIFT MIN ACT -- ______________ Custodian ______________
JT TEN -- as joint tenants with right of (Cust) (Minor)
survivorship and not as tenants under Uniform Gifts to Minors
in common Act ____________________________________
(State)
Additional abbreviations may also be used though not in the above list.
</TABLE>
For value received, __________________________________ hereby sell,
assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
______________________________________
| |
| |
|_____________________________________|
_________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE
OF ASSIGNEE)
_________________________________________________________________________
_________________________________________________________________________
___________________________________________________________________Shares
represented by the within Certificate, and do hereby irrevocably
constitute and appoint
_________________________________________________________________Attorney
to transfer the said stock on the books of the within-named
Corporation with full power of substitution in the premises.
Dated ______________________________________
_____________________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THIS
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED: ______________________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
MEDALLION PROGRAM), PURSUANT TO S.E.C.
RULE 17Ad-15.
_____________________________ ____________________________________________
AMERICAN BANK NOTE COMPANY PRODUCTION COORDINATOR: MARY TARTAGLIA:
680 BLAIR MILL ROAD 215-830-2154 PROOF OF JUNE 10, 1999
HORSHAM, PA 19044 UNITED AMERICAS
(215) 657-3480 H 62196bk
_______________________________ ___________________________________________
SALES: A. HOBBS: OPERATOR HJ
404-525-1455
_______________________________ ___________________________________________
/NET/BANKNOTE/HOME 15
UNITEDAMER62196/ NEW
________________________________ ___________________________________________
Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
Web site: www.kilstock.com
June 16, 1999
E-mail: [email protected]
Direct Dial: 404.815.6302
United Americas Bankshares, Inc.
3789 Roswell Road
Atlanta, Georgia 30342
Re: United Americas Bankshares, Inc.
Registration Statement on Form SB-2
Gentlemen:
At your request, we have examined the Registration Statement on
Form SB-2 filed by United Americas Bankshares, Inc. (the "Company"), a
Georgia corporation, with the Securities and Exchange Commission under
the Securities Act of 1933, as amended with respect to the registration
under the Securities Act of 1933, as amended, of 1,200,000 shares of
common stock, no par value, of the Company (the "Common Stock"), to be
sold to the public.
As your counsel, and in connection with the preparation of the
Registration Statement, we have examined the originals or copies of such
documents, corporate records, certificates of public officials, officers
of the Company and other instruments related to the authorization and
issuance of the Common Stock as we deemed relevant or necessary for the
opinions expressed herein. Based upon the foregoing, it is our opinion
that the shares of Common Stock to be issued and sold by the Company to
the public will be, upon issuance, sale and delivery in the manner and
under the terms and conditions described in the Registration Statement,
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and further consent to the use of our name in the
"Legal Matters" section of the Registration Statement, including the
Prospectus constituting a part thereof, and any amendments thereto.
Very truly yours,
KILPATRICK STOCKTON LLP
By: /s/ F. Sheffield Hale
----------------------------------
F. Sheffield Hale
Partner
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated April 12, 1999, accompanying the
financial statements of United Americas Bankshares, Inc. contained in
the Registration Statement and Prospectus. We consent to the use of
the aforementioned report in the Registration Statement and
Prospectus, and to the use of our name as it appears under the caption
"Experts."
/s/ PORTER KEADLE MOORE, LLP
Atlanta, Georgia
June 14, 1999
