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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 14D-1
TENDER OFFER STATEMENT PURSUANT TO SECTION
14(d)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
(Final Amendment)
and
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
THE AMERICAS GROWTH FUND, INC.
(Name of Subject Company)
JWCHARLES FINANCIAL SERVICES, INC.
(Bidder)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
3060F107
(CUSIP Number of Class of Securities)
Joel E. Marks
1117 Perimeter Center West
Suite 500E
Atlanta, Georgia 30338
(770) 339-8805
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
Copies to:
W. Randy Eaddy, Esq.
Kilpatrick Stockton LLP
1100 Peachtree Street, Suite 2800
Atlanta, GA 30309-4530
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CUSIP NO. 3060F107 14D-1
--------
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
JWCHARLES FINANCIAL SERVICES, INC.
58-1545984
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,149,488/1/
8. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[ ]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
90.9/1/
10. TYPE OF REPORTING PERSON
CO
_____________________________
/1/ The shares beneficially owned include approximately 822,938 shares of
common stock of The Americas Growth Fund, Inc., par value $.01 per
share, tendered in the Exchange Offer (including approximately 16,380
such shares tendered subject to notices of guaranteed delivery).
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CUSIP NO. 3060F107 14D-1
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
JWCHARLES CLEARING CORP.
370975072
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [X]
3. SEC USE ONLY
4. SOURCES OF FUNDS
WC
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(E) OR 2(F)
[_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
FLORIDA
7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,149,488/1/
8. CHECK IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES
[_]
9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
90.9/1/
10. TYPE OF REPORTING PERSON
CO
__________________________
/1/ The shares beneficially owned include approximately 822,938 shares of
common stock of The Americas Growth Fund, Inc., par value $.01 per
share, tendered in the exchange offer (including approximately 16,380
such shares tendered subject to notices of guaranteed delivery).
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This Amendment No. 1, the final amendment, hereby amends and supplements
the Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") originally
filed on August 19, 1997, by JWCharles Financial Services, Inc., a Florida
corporation ("JWCFS"), relating to the offer by JWCFS to exchange all (but not
less than 51%) of the outstanding shares of common stock, par value $.01 per
share (the "AGRO Shares"), of The Americas Growth Fund, Inc., a Maryland
corporation ("AGRO"), for shares of common stock, par value $.001 per share
(the "JWCFS Shares"), of JWCFS, upon the terms and subject to the conditions set
forth in JWCFS' Prospectus, dated August 14, 1997 (the "Prospectus"), and the
related Letter of Transmittal and (ii) the Schedule 13D of JWCharles Clearing
Corp., a wholly-owned subsidiary of JWCFS, relating to the AGRO Shares,
originally filed on March 11, 1997, with respect to the acquisition by JWCFS of
beneficial ownership of the AGRO Shares pursuant to the Exchange Offer.
All capitalized terms used herein but not otherwise defined herein shall
have the meanings ascribed thereto in the Schedule 14D-1.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
Item 6 of the Schedule 14D-1 is hereby amended and supplemented by the
following information:
The Exchange Offer expired in accordance with its terms at midnight,
Atlanta time, on September 22, 1997. Based on information provided by the
Exchange Agent, a total of approximately 822,938 AGRO Shares (including
approximately 16,380 AGRO Shares tendered subject to Notices of Guaranteed
Delivery) were validly tendered and not withdrawn pursuant to the Exchange Offer
and were accepted by JWCFS for exchange according to the terms of the Exchange
Offer on the basis of .431 share of JWCFS common stock for each share of AGRO
common stock. The AGRO Shares tendered represent approximately 65% of the AGRO
Shares and together with the AGRO Shares already owned by the Company represent
approximately 91% of the AGRO Shares.
ITEM 10. ADDITIONAL INFORMATION.
Item 10 of the Schedule 14D-1 is hereby amended and supplemented by the
following information:
On September 23, 1997, JWCFS issued a press release, a copy of which is
attached hereto as Exhibit (a)(9) and is incorporated herein by reference,
relating to the expiration of the Exchange Offer and the number of AGRO Shares
tendered in the Exchange Offer.
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ITEM 11. MATERIAL TO FILED AS EXHIBITS.
Item 11 of the Schedule 14D-1 is amended and supplemented by adding
Exhibit (a)(9), which is filed herewith, as an exhibit to the Schedule 14D-1.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: September 23, 1997
JWCHARLES FINANCIAL SERVICES, INC.
By: /s/ JOEL E. MARKS
-----------------------------------------
Name: Joel E. Marks
Title: Vice Chairman and
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(9) Text of Press Release, dated September 23, 1997,
issued by JWCFS.
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EXHIBIT (a)(9)
JWCharles Financial Services Completes Exchange Offer
for the Americas Growth Fund
Boca Raton, Florida, September 23, 1997: JWCharles Financial Services,
Inc. ("JWCFS") (AMEX: JWC) announced today that its offer to exchange (the
"Exchange Offer") shares of its common stock for any and all (but not less than
51%) of the outstanding shares of common stock of The Americas Growth Fund, Inc.
("AGRO") (Nasdaq: AGRO) was completed with the expiration of the Exchange Offer
at 12:00 midnight, Atlanta time, September 22, 1997. A total of approximately
822,938 shares of AGRO common stock (including approximately 16,380 shares
tendered subject to notices of guaranteed delivery), representing approximately
65% of the outstanding shares of AGRO common stock, were tendered pursuant to
the Exchange Offer. All shares of AGRO common stock tendered were accepted for
exchange by JWCFS according to the terms of the Exchange Offer on the basis of
.431 share of JWCFS common stock for each share of AGRO common stock. The
tendered shares together with the shares already owned by JWCFS represent
approximately 91% of the outstanding shares of AGRO common stock.
JWCFS, through its wholly-owned subsidiaries, engages in securities
brokerage, trading, investment banking and a wide range of related financial
services provided to individuals, businesses and other brokerage firms. AGRO is
a business development company with an investment objective of achieving long-
term capital appreciation of assets by investing in U.S. companies.
This news release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of JWCFS securities
referred to in this news release in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
