Americasbank Corp - Amended Statement of Beneficial Ownership (SC 13D/A)
22 Mai 2008 - 1:36PM
Edgar (US Regulatory)
SECURITIES AND
EXCHANGE COMMISSION
WASHINGTON, DC
20549
SCHEDULE 13D
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
SCHEDULE 13D
(Amendment No. 1)
AmericasBank Corp.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
03061G302
(CUSIP Number)
Noel M. Gruber, Esquire
Kennedy & Baris, LLP
Suite P-15, 4701 Sangamore Road, Bethesda, MD
20816
301.229.3400
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May 8, 2008
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(f) or 240.13d-1(g),
check the following box
¨
.
Note.
Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See
§240.13d-7 for other parties to whom copies are to be sent.
Page 1 of 7 pages
CUSIP
No. 03061G302
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Page 2 of
7
Pages
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1.
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NAME OF REPORTING
PERSONS
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I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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David H. Schwartz
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
x
|
|
|
|
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(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF
FUNDS PF, OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
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o
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Not applicable
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
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5.
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SOLE VOTING POWER
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81,000
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SHARES
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BENEFICIALLY
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6.
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SHARED VOTING POWER
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89,050
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OWNED BY
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7.
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SOLE DISPOSITIVE POWER
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81,000
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EACH
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REPORTING
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8.
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SHARED DISPOSITIVE POWER
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89,050
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|
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PERSON WITH
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 170,050
|
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
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x
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.41%
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14.
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TYPE OF REPORTING PERSON* IN
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CUSIP
No. 03061G302
|
Page 3 of
7
Pages
|
1.
|
NAME OF REPORTING
PERSONS
|
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
|
Richard J. Bell
|
|
|
2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
|
|
|
|
|
|
(b)
o
|
|
|
|
3.
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SEC USE ONLY
|
|
|
|
|
|
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4.
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SOURCE OF
FUNDS PF, OO
|
|
|
|
|
5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
|
o
|
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|
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|
Not applicable
|
|
|
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
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United States
|
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NUMBER OF
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5.
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SOLE VOTING POWER
|
0
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SHARES
|
|
|
|
|
|
|
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BENEFICIALLY
|
6.
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SHARED VOTING POWER
|
166,050
|
|
|
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OWNED BY
|
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|
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7.
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SOLE DISPOSITIVE POWER
|
0
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EACH
|
|
|
|
|
|
|
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REPORTING
|
8.
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SHARED DISPOSITIVE POWER
|
166,050
|
|
|
|
|
PERSON WITH
|
|
|
|
|
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11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 166,050
|
|
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12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
x
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 6.26%
|
|
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14.
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TYPE OF REPORTING PERSON* IN
|
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|
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CUSIP
No. 03061G302
|
Page 4 of
7
Pages
|
1.
|
NAME OF REPORTING
PERSONS
|
|
I.R.S. IDENTIFICATION
NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
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Potomac Development
Corporation 401(k) Profit Sharing Plan & Trust 52-1493960
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2.
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
x
|
|
|
|
|
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(b)
o
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS OO
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|
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5.
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e).
|
o
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|
|
Not applicable
|
|
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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NUMBER OF
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5.
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SOLE VOTING POWER
|
0
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SHARES
|
|
|
|
|
|
|
|
BENEFICIALLY
|
6.
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SHARED VOTING POWER
|
89,050
|
|
|
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OWNED BY
|
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|
|
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7.
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SOLE DISPOSITIVE POWER
|
0
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EACH
|
|
|
|
|
|
|
|
REPORTING
|
8.
|
SHARED DISPOSITIVE POWER
|
89,050
|
|
|
|
|
PERSON WITH
|
|
|
|
|
|
11.
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON 89,050
|
|
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
|
x
|
|
|
|
|
13.
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11) 3.35%
|
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14.
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TYPE OF REPORTING PERSON* EP
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CUSIP
No. 03061G302
|
Page 5 of
7
Pages
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This Amendment
Number 1 to Schedule 13D amends the Schedule 13D filed on September 28,
2007 with respect to the shares of common stock of AmericasBank Corp. (the Company). Except as amended hereby, the disclosure in
the initial Schedule 13D remains in force and effect.
Item 3.
Source and Amount of Funds or Other Consideration.
Mr. Schwartz directly owns 81,000 shares of the
Companys common stock, all of which were acquired with personal funds, no
portion of which was borrowed.
Mr. Bell beneficially owns 28,250 shares of the
Companys common stock through the Richard J. Bell Trust, of which he and his wife,
Toni F. Clark, are trustees and he is a beneficiary, and 48,750 shares of the Companys
common stock through the Toni F. Clark Trust, of which he and his wife are
trustees, and he is a beneficiary. All
funds used to purchase such shares were funds of the trusts, contributed by the
respective grantors from their personal funds, and no portion of which was
borrowed.
Mr. Schwartz and Mr. Bell are trustees of
the Plan and in such capacity share discretion over the voting and disposition
of shares of the Companys common stock held by the Potomac Development
Corporation 401(k) Profit Sharing Plan & Trust (the Plan) for
the account of participants in the Plan.
All shares of the Companys common stock held by the Plan were acquired
using funds contributed to the Plan as profit sharing contributions by Potomac
Development Corporation.
Item
5. Interest in Securities of the Issuer.
All percentages given for ownership of the outstanding
common stock are based upon 2,654,202 shares of common stock outstanding as of May 2,
2008, as reported on the Companys Form 10-Q for the quarter ended March 31,
2008.
(a)
As of the date of this filing:
(i)
Mr. Schwartz beneficially owns an
aggregate of 170,050 shares of the Companys common stock (including 89,050
shares, or 3.36% of the outstanding, held by the Plan), representing 6.41% of
the outstanding shares. These shares exclude, and Mr. Schwartz expressly
disclaims beneficial ownership of, 16,400 shares, or 0.62% of the outstanding
shares, held by Patricia R. Schwartz, his wife.
Mr. Schwartz disclaims beneficial ownership of shares beneficially
owned by Mr. Bell through Richard J. Bell Trust and the Toni F. Clark
Trust.
(ii)
Mr. Bell beneficially owns an
aggregate of 166,050 shares of the Companys common stock (including 89,050
shares, or 3.36% of the outstanding, held by the Plan); representing 6.26% of
the outstanding shares. Mr. Bell expressly disclaims beneficial ownership
of shares held by Mr. Schwarz directly.
(iii)
Collectively, as a group, Messrs. Schwartz
and Bell beneficially own an aggregate of 247,050 shares of the Companys
common stock, or 9.31% of the outstanding, excluding the 16,400 shares, or
0.62% of the outstanding, held by Mr. Schwartzs wife, and subject to the
disclaimers of beneficial ownership set forth above.
(b)
Mr. Schwartz possesses sole power to
vote and the sole power to dispose of 81,000 shares of common stock, or 3.05%
of the outstanding shares. Mr. Bell
does not have the sole power to vote or the sole power to dispose of any shares
of common stock.
Mr. Schwartz shares the power to vote and the
power to dispose of 89,050 shares of common stock held by the Plan, or 3.36% of
the outstanding shares.
Mr. Bell shares the power to vote and the power
to dispose of 166,050 shares of common stock, or 6.26% of the outstanding
shares, including 89,050 shares, or 3.36% of the outstanding, held by the Plan.
CUSIP
No. 03061G302
|
Page 6 of
7
Pages
|
(c)
During the sixty days immediately
preceding the date of this filing, purchases attributable to the reporting
persons were effected in the Companys common stock as set forth in the table
below. All such purchases were made in
open market transactions. No sales or
other transfers were effected during such period.
Date
|
Number of Shares
|
Price Per Share
|
Purchased By
|
May 6, 2008
|
7,500
|
$1.01
|
David H. Schwartz
|
May 6, 2008
|
1,562
|
$1.01
|
Plan
|
May 6, 2008
|
10,000
|
$1.01
|
Toni F. Clark Trust
|
May 7, 2008
|
1,000
|
$1.04
|
Plan
|
May 8, 2008
|
9,938
|
$1.1166
|
Plan
|
May 8, 2008
|
10,000
|
$1.1166
|
Toni F. Clark Trust
|
(d)
The respective owners of shares which the
reporting persons are deemed to beneficially own, have the right to receive or
direct the receipt of all dividends in respect of, or proceeds of the sale of,
all shares owned by such persons. Mr. Schwartz and Mr. Bell, as
trustees of the Plan, share the right to receive, or the power to direct, the
receipt of dividends from, or the proceeds from the sale of, the 89,050 shares
of common stock held by the Plan, subject to the shares and the rights thereof,
being vested in participant accounts under the Plan, provided that Plan
participants may direct the receipt of dividends and proceeds from the sale of
common stock vested in their accounts, so long as the trustees do not exercise
authority to the contrary.
(e)
Not applicable.
CUSIP
No. 03061G302
|
Page 7 of
7
Pages
|
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this
statement is true, compete and correct.
May 19, 2008
|
/s/ David H. Schwartz
|
|
David H. Schwartz
|
|
|
|
|
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/s/ Richard J. Bell
|
|
Richard J. Bell
|
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POTOMAC DEVELOPMENT
CORPORATION
|
|
401(K) PROFIT
SHARING PLAN & TRUST
|
|
|
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|
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By:
|
/s/ David H. Schwartz
|
|
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David H, Schwartz,
Trustee
|
|
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|
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By:
|
/s/ Richard J. Bell
|
|
|
Richard J. Bell,
Trustee
|
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