<PAGE>
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Quantum Financial Holdings, Inc.
-----------------------
(Name of Issuer)
Common Stock, Par Value $0.01 Per Share
---------------------------------------
(Title of Class of Securities)
747943 10 8
-----------
(CUSIP Number)
Gary R. Dowell
Janet M. Dowell
1720 Content Lane
Reisterstown, Maryland 21136
---------------------------------------------
(Name, address and telephone number of persons
authorized to receive notices and communications)
September 19, 1997
-------------------------------------------------------
(Date of event which requires filing of this Statement)
If the filing persons has previously filed a statement on
Schedule 13G to report the acquisition which is the subject of
this Schedule 13D, and is filing this schedule because of Rule
13d-1(b)(3) or (4), check the following box. [ ]
<PAGE>
<PAGE>
CUSIP No. 747943 10 8 SCHEDULE 13D
1. Name of reporting person:
Gary R. Dowell
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ X ]
3. SEC use only:
4. Sources of funds: PF
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: United States
Number of 7. Sole Voting Power: 3,400
shares
beneficially 8. Shared Voting Power: 7,150
owned by
each 9. Sole Dispositive Power: 3,400
reporting
person with 10. Shared Dispositive Power: 7,150
11. Aggregate amount beneficially owned
by the reporting person: 10,550
12. Check box if the aggregate amount in Row 11 excludes
certain shares: [ ]
13. Percent of class represented by amount in Row 11: 9.87%
14. Type of reporting persons: IN
<PAGE>
<PAGE>
CUSIP No. 747943 10 8 SCHEDULE 13D
1. Name of reporting person:
Janet M. Dowell
2. Check the appropriate box if a member of a group:
(a) [ ]
(b) [ X ]
3. SEC use only:
4. Sources of funds: PF
5. Check box if disclosure of legal proceedings is required
pursuant to Items 2(d) or 2(e): [ ]
6. Citizenship or place of organization: United States
Number of 7. Sole Voting Power: 0
shares
beneficially 8. Shared Voting Power: 7,150
owned by
each 9. Sole Dispositive Power: 0
reporting
person with 10. Shared Dispositive Power: 7,150
11. Aggregate amount beneficially owned
by the reporting person: 7,150
12. Check box if the aggregate amount in Row 11 excludes
certain shares: [ ]
13. Percent of class represented by amount in Row 11: 6.69%
14. Type of reporting persons: IN
<PAGE>
<PAGE>
Item 1. Security and Issuer.
The class of equity security to which this statement relates is
the common stock, par value $0.01 per share (the "Common Stock"),
of Quantum Financial Holdings, Inc. (the "Issuer"), whose
executive offices are located at 4023 Annapolis Road, Baltimore,
Maryland 21227.
Item 2. Identity and Background.
(a) The names of the persons filing this statement are
Gary R. Dowell and Janet M. Dowell.
(b) The residence address of Gary R. Dowell and Janet M.
Dowell is 1720 Content Lane, Reisterstown, Maryland 21136.
(c) Gary R. Dowell is a banker. Janet M. Dowell is a
homemaker.
(d) Neither Gary R. Dowell nor Janet M. Dowell has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) during the last five years.
(e) Neither Gary R. Dowell nor Janet M. Dowell has,
during the last five years, been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such
laws.
(f) Both Gary R. Dowell and Janet M. Dowell are citizens
of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. and Mrs. Dowell acquired their Common Stock with
approximately $128,000 in personal funds.
<PAGE>
<PAGE>
Item 4. Purpose of Transaction.
The shares covered by this statement were acquired and are held,
or are expected to be acquired and held, solely for investment
purposes. Gary R. Dowell has previously entered into a
Confidentiality Agreement with the Issuer pursuant to which Mr.
Dowell is allowed access to the Issuer's books and records in
order to evaluate a possible transaction between himself and the
Issuer. Mr. Dowell will continually monitor and assess the
condition of the Issuer and in the future may engage in direct
discussions with the Issuer's Board of Directors about his
intention to acquire control of the Issuer. As of the date of
this statement, neither Gary R. Dowell nor Janet M. Dowell has
entered into any formal agreement to acquire or possibly acquire
control of the Issuer.
Except as described above, neither Gary R. Dowell nor Janet M.
Dowell has any other plans which relate to or would result
in(a)the acquisition by any person of additional securities of
the Issuer, or the disposition of securities of the Issuer; (b)an
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries, or has any plans which relate to or would result
in(c)a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries;(d)any change in the present
Board of Directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or
to fill any existing vacancies on the board;(e)any material
change in the present capitalization or dividend policy of the
Issuer;<PAGE>
<PAGE>
(f) any other material change in the Issuer's business or
corporate structure;(g)changes in the Issuer's corporate charter
or bylaws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Issuer by any
person;(h)causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; (i) a class of equity
securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or(j)any action similar to any of those
enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) Gary R. Dowell and Janet M. Dowell may be deemed the
owners of 10,550 shares of the Common Stock as of the date of
this statement, representing 9.87% of the issued and outstanding
shares.
(b) Gary R. Dowell has sole voting and dispositive power
over 3,400 shares of the Common Stock of the Issuer. Gary R.
Dowell and Janet M. Dowell share voting and dispositive power
over 7,150 shares of the Common Stock of the Issuer.
(c) During the past 60 days, Gary R. Dowell and Janet M.
Dowell together acquired beneficial ownership of the shares of
Common Stock of the Issuer at the dates, price per share and
total consideration paid set forth below. All such shares were
obtained in the open market with personal funds.
<TABLE>
<CAPTION>
Total
Number Price Consideration
Purchase Date Purchaser Of Shares Per Share Paid
- ------------- ---------- --------- ---------- -------------
<S> <C> <C> <C> <C>
9/11/97 Gary R. & 1,500 $10.00 $15,000
Janet M. Dowell
9/19/97 Gary R. & 5,625 13.00 73,125
Janet M. Dowell
9/22/97 Gary R. Dowell 3,400 11.75 39,950
</TABLE>
(d) No other person has the right to receive, or the power
to direct the receipt of, dividends from, or proceeds from a sale
of, shares beneficially owned by Gary R. Dowell and Janet M.
Dowell.
(e) Not applicable.
<PAGE>
<PAGE>
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Gary R. Dowell has previously entered into a Confidentiality
Agreement with the Issuer (the "Agreement"). Under the terms of
the Agreement, the Issuer will furnish to Mr. Dowell certain
information about the operations and assets of the Issuer in
connection with a possible transaction between the Issuer and Mr.
Dowell.
The Agreement also provides that without prior written
consent of the Issuer, Mr. Dowell, for a period of 36 months from
the date of the Agreement, (a) may not acquire, offer to acquire,
or agree to acquire, directly or indirectly, by purchase, tender
offer or otherwise, any assets or voting securities or direct or
indirect rights or options to acquire any assets or voting
securities of the Issuer, and may not solicit or assist any other
person so acquiring, offering to acquire or agreeing to acquire
such assets or securities, rights or options and (b) may not: (i)
announce or publicly propose any extraordinary transaction
involving the Issuer or any voting securities or assets of the
Issuer; (ii) solicit any officer or employee of the Issuer with
employment by Mr. Dowell or any of Mr. Dowell's subsidiaries;
(iii) make, or in any way participate, directly or indirectly, in
any "solicitation" of "proxies" to vote (as such terms are used
in the proxy rules of the Securities and Exchange Commission), or
seek to advise or influence any person or entity with respect to
the voting of any voting securities of the Issuer; (iv) form,
join or in any way participate in a "group" within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934 or the
rules of the Office of Thrift Supervision under the Change in
Bank Control Act and the Savings and Loan Holding Company
provisions of the Home Owners' Loan Act ("Change in Control
Rules") with respect to any voting securities of the Issuer; or
(v) otherwise act, alone or "in concert" with others, to seek to
"control" the management, board of directors, or policies of the
Issuer within the meaning of the Change in Control Rules. Mr.
Dowell, pursuant to the Agreement, also agrees (i)to notify the
Issuer promptly if he becomes aware of any act or proposal
described in clause (b) of the preceding sentence by any other
person, and (b) that the Issuer shall be entitled to equitable
relief, including injunction, in the event of any breach or
threatened breach of the provisions set forth above. The Issuer
has consented to Mr. Dowell's acquisition of up to 9.9% of the
Common Stock.
Item 7. Material to be Filed as Exhibits.
The following materials are filed as exhibits to this statement:
Exhibit 99.1. Joint Filing Agreement between Gary R. Dowell
and Janet M. Dowell
Exhibit 99.2. Confidentiality Agreement between Gary R.
Dowell and Quantum Financial Holdings, Inc.
<PAGE>
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: September 26, 1997
/s/ Gary R. Dowell
----------------------
Gary R. Dowell
/s/ Janet M. Dowell
----------------------
Janet M. Dowell
<PAGE>
EXHIBIT 99.1
AGREEMENT RELATING TO FILING OF
JOINT STATEMENT PURSUANT TO
RULE 13d-1(f) UNDER THE
SECURITIES ACT OF 1934
The undersigned agree that the Statement on Schedule 13D to
which this Agreement is attached is filed on behalf of each of
them.
Date: September 26, 1997 /s/ Gary R. Dowell
_______________________
Gary R. Dowell
/s/ Janet M. Dowell
_______________________
Janet M. Dowell
<PAGE>
EXHIBIT 99.2
[LETTERHEAD OF QUANTUM FINANCIAL HOLDINGS, INC.]
January 21, 1997
Mr. Gary R. Dowell
1720 Content Lane
Reisterstown, MD 21136
Dear Mr. Dowell,
Quantum Financial Holdings, Inc. (the "Corporation") is
prepared to furnish you with certain information about the
operations and assets of the Corporation and its wholly-owned
subsidiary, Baltimore American Savings Bank, F.S.B. (the "Bank")
in connection with a possible transaction with the Corporation.
For purposes of this agreement, all such information to be
provided, whether provided to you in written, oral or any other
form is referred to as the "Evaluation Material." However, the
term "Evaluation Material" does not include information
which becomes generally available to the public other than as a
result of a disclosure by you or your representatives.
In consideration of the opportunity to review the
Evaluation Material, you hereby agree as follows:
1. Not to use for any purpose any portion of the
Evaluation Material except to evaluate a possible transaction
between the Corporation and you.
2. Not to disclose to any person (which for purposes of
this agreement shall include any natural person, corporation,
partnership, trust, association, joint venture, pool, syndicate,
unincorporated organization, joint stock company or similar
organization) any portion of the Evaluation Material except to
those of your officers, directors, investment bankers and other
representatives who need to know such information for the
purpose of evaluating a possible transaction between the
Corporation and you.
<PAGE>
<PAGE>
Mr. Gary R. Dowell
January 17, 1997
Page 2 of 3
3. Not to disclose to any person that the Evaluation
Material has been made available to you and not to disclose to
any person the fact that discussions or negotiations are taking
place concerning a possible transaction between the Corporation
and you.
4. Not to make copies of the Evaluation Material except
as necessary to assist you in the investigation of the
Corporation and to return to the Corporation as soon as
practicable all copies of the Evaluation Material, without
retaining any copy thereof, and to destroy any notes you or your
representatives may have prepared (a) upon any termination of
your evaluation of a business transaction with the Corporation
or (b) upon notice from the Corporation.
5. Without the prior written consent of the Corporation,
for a period of 36 months, (a) not to acquire, offer to acquire,
or agree to acquire, directly or indirectly, by purchase, tender
offer or otherwise, any assets or voting securities or direct or
indirect rights or options to acquire any assets or voting
securities of the Corporation, and not to solicit or assist any
other person so acquiring, offering to acquire or agreeing to
acquire such assets or securities, rights or options and (b)
not to (i) announce or publicly propose any extraordinary
transaction involving the Corporation or any voting securities
or assets of the Corporation; (ii) solicit any officer or
employee of the Corporation with employment by you or any of
your subsidiaries; (iii) make, or in any way participate,
directly or indirectly, in any "solicitation" of "proxies" to
vote (as such terms are used in the proxy rules of the
Securities and Exchange Commission), or seek to advise or
influence any person or entity with respect to the voting of any
voting securities of the Corporation; (iv) form, join or in any
way participate in a "group" within the meaning of Section
13(d)(3) of the Securities Exchange Act of 1934 or the rules of
the Office of Thrift Supervision under the Change in Bank
Control Act and the Savings and Loan Holding Company provisions
of the Home Owners' Loan Act ("Change in Control Rules") with
respect to any voting securities of the Corporation; or (v)
otherwise act, alone or "in concert" with others, to seek to
"control" the management, board of directors, or policies of the
Corporation within the meaning of the Change in Control Rules.
You agree to notify the Corporation promptly if you become aware
of any act or proposal described in clause (b) of the preceding
sentence by any other person. You also agree that the
Corporation shall be entitled to equitable relief, including
injunction, in the event of any breach or threatened breach of
the provisions of this paragraph.
It is your responsibility to insure that your officers,
directors, investment bankers and other representatives who are
given access to the Evaluation Material on your behalf will be
bound by and will conduct their investigation in accordance with
the terms of this agreement.
<PAGE>
<PAGE>
Mr. Gary R. Dowell
January 17, 1997
Page 3 of 3
If you are required by legal process or by operation of
applicable law to disclose any information supplied to you in
the course of your dealings with the Corporation or its
representatives, it is agreed that you will provide the
Corporation with prompt notice of such request(s) so that the
Corporation may seek an appropriate protective order and/or
waive your compliance with the provisions of this agreement. It
is further agreed that, if after you comply with the foregoing
requirement, you are, in the opinion of your counsel, compelled
to disclose information concerning the Corporation to any
tribunal, governmental agency or person or else stand liable for
contempt or suffer other censure or penalty, you may disclose
such information to such tribunal, agency or person without
liability hereunder.
Although we will endeavor to cooperate in providing you
with Evaluation Material we believe to be relevant for the
purpose of your investigation, neither the Corporation nor its
affiliates nor their representatives make any representation or
warranty as to the accuracy or completeness of the Evaluation
Material. Neither the Corporation nor its affiliates nor their
representatives will have any liability to you, your employees,
agents or representatives resulting from the use of the
Evaluation Material by you or your permitted employees, agents
and representatives or for any other information (oral or
written) provided or alleged to be provided to you or them.
No act or failure to act by the Corporation shall be deemed
to constitute a waiver of any breach by you of any
representation, warranty or covenant of this agreement, nor
shall the waiver by the Corporation of any such breach be
construed or operate as a waiver of any subsequent
breach.
This agreement shall be governed by and construed in
accordance with the laws of the State of Maryland.
If you are in agreement with the foregoing, please sign and
return one copy of this letter, which will constitute our
agreement with respect to the subject matter hereof.
Very truly yours,
By: /s/ Richard W. Kraus
----------------------
Richard W. Kraus
President and Chief Executive Officer
Accepted by:
___________________________
By: /s/ Gary R. Dowell
-----------------------
Gary R. Dowell
Title: Individual
-------------------<PAGE>
<PAGE>
[LETTERHEAD OF QUANTUM FINANCIAL HOLDINGS, INC.]
August 27, 1997
Mr. Gary Dowell
1720 Content Lane
Reisterstown, MD 21136
Dear Mr. Dowell,
This letter constitutes the prior written consent of the
Board of Directors for purposes of the Confidentiality Agreement
between Quantum Financial Holdings, Inc. and yourself to an
increase in your ownership of the Company's outstanding Common
Stock to not more than 9.9% of the Company's outstanding shares
provided that such purchases are conducted in accordance with
all applicable banking and securities law.
BY ORDER OF THE BOARD OF
DIRECTORS OF QUANTUM
FINANCIAL HOLDINGS, INC.
/s/ Pearl J. Rogers
------------------------
