Americasbank Corp (Other) (SC 13D)
2007年9月29日 - 1:33AM
Edgar (US Regulatory)
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UNITED STATES
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SECURITIES AND EXCHANGE
COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-102)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE
13d-2(a)
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SCHEDULE 13D
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Under the
Securities Exchange Act of 1934
(Amendment No. )*
(Name of Issuer)
(Title of Class of
Securities)
(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)
(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(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
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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.
*
The remainder of this cover page shall
be filled out for a reporting person's initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
CUSIP No.
03061G302
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
David H. Schwartz
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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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 (See
Instructions)
PF, OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
Not applicable
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
73,500
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8.
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Shared Voting Power
76,550
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9.
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Sole Dispositive Power
73,500
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10.
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Shared Dispositive Power
76,550
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
150,050
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
x
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13.
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Percent of Class
Represented by Amount in Row (11)
5.65%
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14.
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Type of Reporting Person
(See Instructions)
IN
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2
CUSIP No.
03061G302
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Richard J. Bell
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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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 (See
Instructions)
PF, OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
Not applicable
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
133,550
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
133,550
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
133,550
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
x
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13.
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Percent of Class
Represented by Amount in Row (11)
5.03%
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14.
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Type of Reporting Person
(See Instructions)
IN
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3
CUSIP No.
03061G302
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1.
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Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only)
Potomac Development Corporation 401(k) Profit Sharing Plan & Trust 52-1493960
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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x
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(b)
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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 (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
Not applicable
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6.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
76,550
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
76,550
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
76,550
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
x
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13.
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Percent of Class
Represented by Amount in Row (11)
2.88%
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14.
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Type of Reporting Person
(See Instructions)
EP
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4
Item 1.
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Security and Issuer
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This report relates to the
common stock of AmericasBank Corp. (the Company), a Maryland corporation,
the principal office of which is located at 500 York Road, Towson, Maryland
21204
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Item 2.
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Identity and Background
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David H. Schwartz:
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(a) David H.
Schwartz
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(b) 740
Pinehurst Way, Palm Beach Gardens, Florida 33418
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(c) Mr.
Schwartzs principal occupation is Consultant to and director of Potomac
Development Corporation, and a private investor. The principal office of Potomac Development
Corporation, a real estate development and management company, is located at
900 2d Street, NE, Suite 114, Washington DC 20002
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(d) Mr.
Schwartz has not been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) during the last five years.
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(e) Mr.
Schwartz has not been, during the last five years, a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction as
a result of which such person 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.
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(f) Mr. Schwartz
is a citizen of the United States.
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Richard J. Bell:
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(a) Richard
J. Bell
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(b) 900 2d
Street, NE, Suite 114, Washington DC 20002
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(c) Mr.
Bells principal occupation is President and director of Potomac Development
Corporation. The principal office of
Potomac Development Corporation, a real estate development and management
company, is located at 900 2d Street, NE, Suite 114, Washington DC 20002
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(d) Mr.
Bell has not been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) during the last five years.
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(e) Mr.
Bell has not been, during the last five years, a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such person 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.
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(f) Mr.
Bell is a citizen of the United States.
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Potomac Development Corporation 401(k) Profit
Sharing Plan and Trust (the Plan)
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(a) The Plan
is a District of Columbia trust.
Messrs. Schwartz and Bell are the sole trustees of the Plan.
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(b) 900 2d
Street, NE, Suite 114, Washington DC 20002
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(c) Not
applicable.
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(d) The
Plan has not been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors) during the last five years.
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(e) The
Plan has not been, during the last five years, a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction as a result of
which such person 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.
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(f) The
Plan is organized under District of Columbia law.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Mr. Schwartz directly owns 73,500 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 28,750 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 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.
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Item 4.
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Purpose of Transaction
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All of the shares of
common stock the acquisition of which is disclosed hereby were acquired for
investment purposes. The reporting
persons will continue to evaluate market conditions and the business of the
issuer to determine, from time to time, possible future acquisitions or
dispositions of common stock of the Company.
Except as indicated
above Messrs Schwartz and Bell have no present plans or proposals which
relate to, or which would result in, any of the factors set forth in
paragraphs (a) through (j) of Item 4 of the instructions.
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Item 5.
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Interest in Securities of the Issuer
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All percentages given
for ownership of the outstanding common stock are based upon 2,654,202 shares
of common stock outstanding as of August 3, 2007, as reported on the
Companys Form 10-QSB for the quarter ended June 30, 2007.
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(a) As
of the date of this filing:
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(i) Mr. Schwartz beneficially owns an
aggregate of 150,050 shares of the Companys common stock (including 76,550
shares, or 2.88% of the outstanding, held by the Plan), resenting 5.65% 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 133,550 shares of the Companys common stock (including 76,550 shares,
or 2.88% of the outstanding, held by the Plan); representing 5.03% of the
outstanding shares. Mr. Bell expressly disclaims beneficial ownership of
shares held by Mr. Schwarz directly.
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(iii) Collectively, as a group, Messrs.
Schwartz and Bell beneficially own an aggregate of 207,050 shares of the
Companys common stock, or 7.80% 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 73,500 shares of common stock,
or 2.77% 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 76,550 shares of common stock held
by the Plan, or 2.88% of the outstanding shares.
Mr. Bell shares the
power to vote and the power to dispose of 133,550 shares of common stock, or
5.03% of the outstanding shares, including 76,550 shares, or 2.88% of the
outstanding, held by the Plan.
(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.
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Date
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Number of Shares
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Price Per Share
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Purchased By
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9/4/2007
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500
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$
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5.00
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Plan
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9/14/2007
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2,500
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$
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4.89
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Plan
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9/14/2007
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750
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$
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4.89
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Richard J. Bell Trust
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9/14/2007
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1,250
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$
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4.89
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Toni F. Clark Trust
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9/18/2007
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25,000
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$
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4.89
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David Schwartz
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9/18/2007
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25,000
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$
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4.89
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Richard J. Bell Trust
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9/18/2007
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25,000
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$
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4.89
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Toni F. Clark Trust
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(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 76,550 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.
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(e) Not
applicable.
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Item 6.
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Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
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Except as otherwise
described herein, there are no agreements, arrangements, understandings or
relationships relating to any securities of the Company, including the common
stock, including with respect to the transfer or voting thereof.
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Item 7.
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Material to Be Filed as Exhibits
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None.
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[Remainder of page
intentionally blank.]
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7
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.
September 27, 2007
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/s/ David H. Schwartz
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David
H. Schwartz
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/s/ Richard J. Bell
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Richard J. Bell
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POTOMAC DEVELOPMENT
CORPORATION
401(K) PROFIT SHARING PLAN & TRUST
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By:
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/s/ David H. Schwartz
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David H, Schwartz, Trustee
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By:
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/s/ Richard J. Bell
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Richard J. Bell, Trustee
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8
Americasbank (MM) (NASDAQ:AMAB)
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