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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 23, 1997
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THE AMERICAS GROWTH FUND, INC.
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(Exact name of registrant as specified in its charter)
Maryland 0-24432 65-0504786
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(State or other juris- (Commission File (I.R.S. Employer
diction of incorporation) Number) Identification No.)
701 Brickell Avenue, Miami, Florida 33131
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 374-0282
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Item 1. Changes in Control of Registrant
On September 23, 1997, JW Charles Financial Services, Inc. ("JW
Charles") announced that its offer to exchange (the "Exchange Offer") shares of
its common stock, par value $.001 per share ("JW Charles Shares"), for any and
all (but not less than 51%) of the outstanding shares of common stock, par
value $.01 per share ("Company Shares"), of The Americas Growth Fund, Inc. (the
"Company") was completed with the expiration of the Exchange Offer at 12:00
midnight, Atlanta time, on September 22, 1997. According to Amendment No. 1 to
Schedule 14D-1 of JW Charles, a total of approximately 822,938 Company Shares
(including approximately 16,380 Company Shares tendered subject to Notices of
Guaranteed Delivery) were validly tendered and not withdrawn pursuant to the
Exchange Offer and were accepted by JW Charles for exchange in accordance with
the terms of the Exchange Offer on the basis of 0.431 of a JW Charles Share for
each Company Share. As a result of the Exchange Offer, JW Charles reported in
Amendment No. 1 to its Schedule 14D-1 that it beneficially owns 1,149,488
Company Shares, representing approximately 90.9% of the outstanding Company
Shares. Prior to the completion of the Exchange Offer, JW Charles reported
that, as of August 14, 1997, it beneficially owned 326,550 Company Shares,
representing approximately 25.8% of the outstanding Company Shares.
As a result of the Exchange Offer, JW Charles is in a position to
elect all of the Company's directors and to control the Company. In the JW
Charles prospectus dated August 14, 1997, JW Charles stated that if it owned
90% or more of the outstanding Company Shares after the Exchange Offer, it may
seek to cause the merger of the Company with a wholly-owned subsidiary of JW
Charles without further action by the Company. As of the date of this Report,
JW Charles has not communicated to the Company's board of directors its intent
with respect to such merger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE AMERICAS GROWTH FUND, INC.
(Registrant)
Date: October 7, 1997 By: /s/ Leonard J. Sokolow
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Leonard J. Sokolow, Chairman
and Chief Executive Officer
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