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  As Of               Filer                 Filing     As/For/On Docs:Pgs              Issuer               Agent

 5/10/05  American Bank Holdings Inc        424B3                  1:118                                    Merrill Corp/New/- FA

Document/Exhibit                   Description                      Pages   Size 

 1: 424B3       Prospectus                                          HTML    945K 

PROSPECTUS

American Bank Holdings, Inc.

1,000,000 Shares Of Common Stock

$9.00 per share

        We are offering to sell up to 1,000,000 newly issued shares of our common stock, representing approximately 51% of the outstanding shares on April 28, 2005, at a price of $9.00 per share. The offering will be conducted in two steps. All 1,000,000 shares will first be made available only to shareholders of record on April 28, 2005, in a pro rata rights offering. This is called the rights offering. If all 1,000,000 shares are not purchased by the stockholders of record in the rights offering, we will offer any remaining shares to certain members of our community. This is called the community offering. If there is sufficient demand for shares in the community offering, we may sell up to an additional 150,000 newly issued shares bringing the total number of shares offered to 1,150,000, or approximately 59% of our shares outstanding on April 28, 2005.

        Rights Offering.    The rights offering is being made to holders of record of our common stock as of the close of business on April 28, 2005. Pursuant to the rights offering, each such shareholder has been granted a nontransferable right to purchase .5119 additional shares of common stock for each whole share of common stock owned at the record date, subject to adjustment to the nearest whole share. Such shareholders are entitled to subscribe for all, or any portion, of the shares of common stock underlying their basic subscription rights. The rights offering, will expire on June 20, 2005. Once made, subscriptions may not be revoked by subscribers.

        Community Offering.    Shares not purchased by shareholders of record in the rights offering may be made available for purchase in the community offering. Shares in the community offering will be offered by or through FIG Partners, LLC, as accommodating broker, in certain states where applicable state securities laws require such offers to be made by a licensed broker-dealer. The accommodating broker is not required to sell or purchase any of the shares being offered. The community offering will be available only to persons selected by us and is primarily intended for persons who have strong business and community ties to the banking markets served by American Bank. This group is expected to primarily consist of our current directors and officers and persons with family or business relationships with our directors and officers. We may commence the community offering at any time and, if commenced, it will expire at the close of business on June 27, 2005, unless we extend it in our sole discretion. Once made, subscriptions may not be revoked by subscribers.

        There is no minimum number of shares that must be sold in the offering. All funds will be placed in an escrow account at American Stock Transfer & Trust Company until the offering is concluded. As soon as practicable after the expiration date, we will send certificates for shares of common stock representing the subscriptions accepted by us. If either offering is not completed, or if any part of your subscription is not accepted, your funds will be returned, without interest as soon as practicable after the expiration date.

        Directors and executive officers intend on purchasing an aggregate of 538,706 shares (consisting of 117,706 shares to be purchased through the exercise of subscription rights and up to an additional 421,000 shares to be purchased, to the extent available, in the community offering). Depending on the nature and level of those purchases, prior regulatory approval may be required. Following completion of the offering and assuming the purchase of all offered shares, our directors and executive officers will increase their ownership of our common stock from approximately 22% to 33%. Investors should not place any reliance on the intention of these directors and executive officers as an indication of the merits of this offering or that their confidence in their investment decision is shared by investors who are not affiliates of American Bank Holdings. These intentions are not commitments and could increase or decrease based upon individual circumstances and, in some cases, are subject to receipt of regulatory approval to acquire such shares. Under no circumstances will we issue shares of common stock in the offering to any person or entity that is known to require prior regulatory approval to own or control such shares if, prior to the expiration time, such approval has not been obtained. See "The Offering—Intentions of Directors and Executive Officers" on page 21".

        Investing in our common stock involves risks. See "Risk Factors" beginning on page 8.

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In addition, if we request FIG Partners, LLC to seek purchasers for shares in the community offering (other than purchasers previously identified by us), then FIG Partners will receive a commission equal to 6% of the sales price on any shares placed by it. We have also agreed to reimburse FIG Partners for its costs and expenses up to an amount not to exceed $25,000.

        Our common stock is traded over the counter on the National Association of Securities Dealers Election Bulletin Board under the symbol "ABKD.OB." On April 29, 2005, the last reported sale price of our common stock on Electronic Bulletin Board was $9.25 per share. The current public market for our common stock is very thinly traded. You should not invest in this offering unless you view your investment as a long-term one.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        These securities are not savings accounts, deposits or obligations of any bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. This prospectus is not an offer to sell these securities and it is not an offer to buy these securities in any state where the offer or sale is not permitted.

The date of this prospectus is April 29, 2005

   
TABLE OF CONTENTS

        You should rely only on the information contained in this prospectus. No dealer, salesperson or other person is authorized to give information that is not contained in this prospectus. This prospectus is not an offer to sell nor is it seeking an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is correct only as of the date of this prospectus, regardless of the time of the delivery of this prospectus or any sale of these securities.

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PROSPECTUS SUMMARY

        The summary highlights information contained in other parts of this prospectus. Because it is a summary, it does not contain all of the information that you should consider before investing in the shares. You should read the entire prospectus carefully, especially the matters discussed in "Risk Factors," including our financial statements and related notes included in this prospectus, before deciding to invest in shares of our common stock. In this prospectus, unless the context suggests otherwise, references to "American Bank Holdings," "our company," "we," "us," "American Bank," and "our" mean the combined business of American Bank Holdings, Inc. and all of its consolidated subsidaries.

   
Our Company

        American Bank Holdings, Inc. is a corporation formed under the laws of Delaware to serve as the holding company for American Bank, a federally chartered savings bank. The Bank's corporate headquarters is located in Silver Spring, Maryland and the Bank has five full service offices located at 1700 Rockville Pike, Rockville, Maryland, 5600 Connecticut Avenue, Washington D.C., 4801-A Montgomery Lane, Bethesda, Maryland, in the SuperFresh market at 12028 Cherry Hill Road, Silver Spring, Maryland and in the SuperFresh market at 3301 North Ridge Road, Ellicott City, Maryland. The Bank also operates a loan production/leasing office in Charlotte, North Carolina. Deposits in the Bank are insured to applicable limits by the Federal Deposit Insurance Corporation.

        American Bank focuses on community banking in the Washington, D.C. metropolitan area. American Bank seeks to provide its community with a strong, committed local savings bank to handle customers' needs. American Bank is committed to serving its local customers and believes it is well positioned to assist local customers through its network of local branches and strong, committed staff and lending officers. It is the goal of American Bank to service customers with the attention of a local community bank and the technical and banking product sophistication of a major bank.

        The Bank traditionally focused its operations on generating funds through the solicitation of money market and other variable rate deposit products, and the origination of high credit quality residential construction financing, as well as related mortgage assets. In December 1998, the Bank created a wholesale mortgage division which originates and sells residential mortgages of various credit quality levels, including loans known as sub-prime loans. This division has brought the Bank additional lending opportunities, such as permanent residential loans, which are sold in the secondary mortgage market, thereby providing the Bank with both fee income and cross-selling opportunities. Since 1999, American Bank has increasingly focused its lending activities on the origination of commercial real estate and commercial business loans.

        We intend to increase our lending staff and we continuously look at new branching opportunities for the Bank in markets that we consider attractive. Additionally, we are exploring ways to enter into non-traditional banking activities, such as insurance, specialty finance, and consumer oriented loan programs which would create an additional source of non-interest income for the holding company. In furtherance of this goal, we expect to hire and build a talented work force of professionals to carry-out this strategy.

        In September 2000, the Bank started a wholesale marine lending program. In February 2001, the Bank started a Small Business Administration program and increased its focus on lending to smaller commercial customers. In October 2002, the Bank established an equipment leasing company in North Carolina to build on American Bank's years of residential lending activities in the Charlotte and Raleigh-Durham, North Carolina markets.

        On March 21, 2003, American Bank completed its reorganization into the holding company form of ownership. As a result, American Bank became a wholly owned subsidiary of American Bank

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Holdings, Inc. In connection with the reorganization, each outstanding share of American Bank common stock was converted into one share of American Bank Holdings, Inc. common stock.

        At December 31, 2004, we had total assets of $251.0 million, deposits of $196.5 million and stockholders' equity of $17.1 million.

   
Our Address

        Our executive offices are located at 12211 Plum Orchard Drive, Suite 300, Silver Spring, Maryland 20904; our telephone number is (301) 572-3740; our internet address is http://www.americanfsb.com. We do not intend the information on our website to constitute part of this prospectus.

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The Offering

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4

5

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Summary Consolidated Financial Data

        You should read the data set forth below in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information appearing elsewhere in this prospectus. The following unaudited table shows summary portions of our historical consolidated financial data as of and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004. We derived our summary consolidated financial data as of and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 from our audited consolidated financial statements, which have been examined and reported upon by Beard Miller Company LLP (as successor to Anderson Associates, LLP) independent auditors, and are set forth on pages F-2 through F-32. The summary unaudited consolidated financial data for our historical results are not necessarily indicative of our results for any future period.

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RISK FACTORS

        You should carefully consider the risks described below, together with all of the other information in this prospectus, before making an investment decision.

Although the common stock is traded over-the-counter on the National Association of Securities Dealers' Electronic Bulletin Board, trading in the common stock has been sporadic and volume has been light. As a result, shareholders may not be able to quickly and easily sell their common stock.

        Although our common stock is traded over-the-counter on the National Association of Securities Dealers Electronic Bulletin Board, and a number of brokers offer to make a market in the common stock on a regular basis, trading volume to date has been limited and there can be no assurance that an active and liquid market for the common stock will develop. As a result, you may find it difficult to sell shares at or above the offering price and you may lose part or all of your investment. Before purchasing, you should consider the limited trading market for our shares and be financially prepared and able to hold your shares for an indefinite period.

        The development of a liquid public market depends on the presence of market makers. Making a market involves maintaining bid and ask quotations and being able, as principal, to effect transactions in reasonable quantities at those prices, subject to laws and regulatory constraints. Additionally, the development of a liquid public market depends on the existence of willing buyers and sellers, the presence of which is not within our control. The number of active buyers and sellers of our common stock at any particular time may be limited. Under such circumstances, you could have difficulty disposing of your shares of our common stock. You should not view our common stock as a short-term investment. There can be no assurance that an active and liquid trading market will develop for the common stock.

As soon as we are no longer obligated to file periodic reports with the Securities and Exchange Commission, we intend to discontinue filing such reports and, as a result, at that time our common stock will no longer be traded on the OTC Bulletin Board.

        We currently voluntarily file periodic reports with the SEC. As a result of the filing of the Registration Statement with the SEC, we will be subject to the informational requirements of the Securities Exchange Act of 1934, as amended, and in accordance therewith will be required to file reports and other information with the SEC. Our obligation to file periodic reports with the Commission will be suspended if our common stock is held of record by fewer than 300 holders at the beginning of any fiscal year of the company other than the fiscal year in which the Registration Statement becomes effective. Accordingly, if there are fewer than 300 record holders of our common stock as of the beginning of any such fiscal year, we may cease to file reports with the Commission in respect of such fiscal year. We currently intend to stop filing reports with the SEC as soon as we are no longer required to do so.

        In addition, the National Association of Securities Dealers, Inc., requires that all issuers maintaining quotations of their securities on the OTC Bulletin Board file periodic reports under the Exchange Act. Since we currently intend to stop filing reports with the SEC as soon as we are no longer required to do so, our common stock will no longer be traded on the OTC Bulletin Board when we cease to file reports with the SEC. We do expect, however, that our common stock will be trading in the pink sheets even when we stop reporting to the SEC. Additional information regarding trading of securities on the "Pink Sheets" is available on the web at www.pinksheets.com.

        Presently, we have 150 holders of record of our common stock. Therefore, assuming this Registration Statement becomes effective in 2005, and we continue to have fewer than 300 record holders of the common stock, we would no longer file periodic reports with the SEC beginning January 1, 2006 and our common stock will no longer be traded on the OTC Bulletin Board.

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The subscription price may not reflect the value of the Company.

        The offering price has been determined by our board of directors, in consultation with RP Financial, LC, our financial advisor, after consideration of various factors. Neither our board of directors nor management has expressed an opinion or has made any recommendation as to whether anyone should purchase shares of common stock in the offering. Any decision to invest in our common stock must be made by you based upon your own evaluation of the offering in the context of your best interests.

        There can be no assurance that, following completion of the offering and the issuance of the shares, you will be able to sell shares purchased in the offering at a price equal to or greater than the offering price. Moreover, although we intend to deliver shares to subscribers as soon as reasonably practicable after acceptance, until certificates for shares of common stock are delivered, you may not be able to sell the shares of common stock that you have purchased in the offering.

If you do not participate in this rights offering or do not exercise all of your subscription rights, you may suffer dilution of your percentage ownership of our common stock.

        This rights offering is designed to enable us to raise capital while allowing all shareholders on the record date to avoid or limit dilution of their ownership interest in us. To the extent that you do not exercise your subscription rights and shares are purchased by other shareholders in the rights offering, your proportionate voting interest will be reduced, and the percentage that your original shares represent of our expanded equity after exercise of the subscription rights will be disproportionately diluted.

Any community offering of shares as described in this prospectus will reduce, and future common stock offerings may reduce, the ownership percentage of our current shareholders.

        Any shares sold in the community offering will dilute the ownership interests of our current shareholders. Furthermore, if we conduct additional offerings of shares of our common stock in the future, you may experience dilution in your percentage ownership of our outstanding common stock.

        In many situations, our board of directors has the authority, without any vote of our shareholders, to issue shares of our authorized but unissued stock, including shares authorized but unissued under our stock option plans. In the future, we may issue additional securities, through public or private offerings, in order to raise additional capital. Any such issuance would dilute the percentage of ownership interest of existing shareholders.

No broker has agreed to purchase any of the common stock and we may not be able to sell all of the shares we are attempting to sell in the offering. Our operating results may be adversely affected if less than all of the offered shares are sold.

        The common stock to be issued in the rights offering is being sold directly through the efforts of our directors and executive officers. We have engaged FIG Partners as an accomodating broker to assist us in the placement of shares in the community offering to satisfy the broker-dealer registration and licensing requirements in certain states where applicable state securities laws require such offers to be made by a licensed broker-dealer. FIG Partners has no obligation to purchase any shares of our common stock or to find purchasers for the common stock. See "Plan of Distribution" at page 63.

        Because the offering is not underwritten, there can be no assurance that any particular number of shares will be sold. If less than all of the shares offered are subscribed for, we will have less capital to fund operations and growth, which could result in restricted or slower growth, reduced asset size and slower expansion of activities, and lower shareholder returns. See "The Offering" at page 15.

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Directors, officers and significant employees of American Bank Holdings will own up to 33% of the outstanding common stock after the offering. As a result of their ownership, they could make it more difficult to obtain approval for certain matters submitted to shareholder vote, including certain acquisitions. The results of the vote may be contrary to the desires or interests of the public shareholders.

        Following completion of the offering, our directors and executive officers and their affiliates will own between 18.75% (assuming the purchase of shares in the rights offering only) and 33.00% (assuming the purchase of shares in both the rights offering and community offering, but without giving effect to the additional 150,000 which may be offered) of our outstanding common stock. If all of the additional 150,000 shares are purchased in the community offering, our directors, executive officers and significant employees will own between 17.84% (assuming the purchase of shares in the rights offering only) and 31.40% (assuming the purchase of shares in both the rights offering and community offering) of our outstanding common stock. These persons may purchase a greater or lesser number of shares in the offering.

        By voting against a proposal submitted to shareholders, the directors and officers, as a group, may be able to make approval more difficult for proposals requiring the vote of shareholders (such as certain mergers, share exchanges, certain asset sales, and certain amendments to our certificate of incorporation). See "Beneficial Ownership of Securities" at page 58, and "Description of Capital Stock" at page 61.

Consummation of the offering is not subject to the receipt of subscriptions for a minimum number of shares. Once made, subscriptions may not be revoked and subscribers will be required to purchase shares even if less than all of the shares offered are sold.

        There is no minimum number of shares that must be sold in the offering, and subscriptions, once received, are irrevocable. The offering may be completed even if substantially less than the total number of shares offered is sold. If this happens, our capital would not be increased to the extent it would be if all of the shares being offered were sold. Once made, subscriptions will not be revocable by subscribers, and we currently intend to accept subscriptions even if the offering has not been fully subscribed. See "The Offering" at page 15.

Our common stock is not FDIC-insured.

        Shares of our common stock are not securities or savings or deposit accounts or other obligations of our subsidiary bank, American Bank, or any other bank. Our common stock is not insured by the Federal Deposit Insurance Corporation or any other governmental agency and is subject to investment risk, including the possible loss of your entire investment.

Management will have broad discretion in allocating all of the net proceeds of the offering.

        Our management will have board discretion in determining the specific timing and use of 100% of the net offering proceeds. Until utilized, we anticipate that we will invest the net offering proceeds in liquid assets. We have not otherwise made a specific allocation for the use of the net proceeds. Therefore, our management will have broad discretion as to the timing and specific application of the net proceeds, and investors will not have the opportunity to evaluate the economic, financial and other relevant information that we will use in applying the net proceeds. Although we intend to use the net proceeds to serve our best interests, our application may not ultimately reflect the most profitable application of the net proceeds.

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You will not receive any interest on your subscription funds while they are on deposit with the subscription agent and any refund of subscription funds will be without interest.

        The subscription agent will deposit all subscription funds upon receipt in a segregated escrow account. Funds will be made available to us upon completion of the offering. If the offering is not completed, or if any part of your subscription is not accepted, your funds will be returned, without interest as soon as practicable after the expiration date.

We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.

        We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision ("OTS"), our chartering authority, and by the Federal Deposit Insurance Corporation, as insurer of our deposits. Such regulation and supervision govern the activities in which a financial institution and its holding company may engage and are intended primarily for the protection of the insurance fund and depositors and are not intended for the protection of investors in our common stock. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of an institution, the classification of assets by the institution and the adequacy of an institution's allowance for loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation, may have a material impact on our operations.

Applicable laws and regulations restrict both the ability of American Bank to pay dividends to the Company, and the ability of the Company to pay dividends to you. Although American Bank currently has the ability to pay dividends, the Board currently intends to retain earnings for the purpose of financing growth.

        Our principal source of income consists of dividends, if any, from American Bank. Moreover, Delaware law restricts dividends that we may pay if our capital is less than the aggregate amount of capital represented by the issued and outstanding capital stock having a preference upon the distribution of assets until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets has been repaired.

        Any payment of dividends in the future will be at the sole discretion of our board of directors and will depend on a variety of factors deemed relevant by our board of directors, including, but not limited to, earnings, capital requirements and financial condition.

        Payment of dividends by the Bank to us is subject to regulatory limitations imposed by the OTS and the Bank must meet OTS capital requirements before and after the payment of any dividends. In addition, the OTS has discretion to prohibit any otherwise permitted capital distribution on general safety and soundness grounds. As of the date of this prospectus, the gross amount available for dividends without prior regulatory approval is $4.4 million.

        Although American Bank currently has the ability to pay dividends, the Board currently intends to retain earnings for the purpose of financing growth.

We depend on the services of key personnel and we cannot be certain that we will be able to hire or retain such personnel or hire replacements.

        Our financial performance is dependent in large measure upon our management team successfully executing our business strategies. We have been operating since late August 2004 without a chief lending officer. Further, our president and chief executive officer since 1994 left the employment of American Bank on March 1, 2005. He was replaced by a senior executive who joined us in

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January 2005. Although we intend to augment and strengthen our management team, no guarantee can be made that we will be able to find and hire suitable candidates.

Changes in local economic conditions could reduce our income and growth, and could lead to higher levels of problem loans and charge-offs.

        We make loans, and most of our assets are located, in the Washington, D.C. metropolitan area and Charlotte and Raleigh-Durham, NC markets. Adverse changes in economic conditions in these markets could hurt our ability to collect loans, could reduce the demand for loans, and otherwise could negatively affect our performance and financial condition.

There is no assurance that we will be able to successfully compete with others for business.

        We compete for loans, deposits, and investment dollars with other insured depository institutions and enterprises, such as securities firms, insurance companies, savings associations, credit unions, mortgage brokers, and private lenders, many of which have substantially greater resources. The differences in resources and regulations may make it harder for us to compete profitably, reduce the rates that we can earn on loans and investments, increase the rates we must offer on deposits and other funds, and adversely affect our overall financial condition and earnings.

Our profitability depends on economic policies and factors beyond our control.

        Our operating income and net income depend to a great extent on "rate differentials," i.e., the difference between the interest yields we receive on loans, securities and other interest bearing assets and the interest rates we pay on interest bearing deposits and other liabilities. These rates are highly sensitive to many factors which are beyond our control, including general economic conditions and the policies of various governmental and regulatory authorities, including the Board of Governors of the Federal Reserve System.

Many of our loans have been made recently, and in certain circumstances there is limited repayment history against which we can fully assess the adequacy of the allowance for loan losses. If our allowance for loan losses is not adequate to cover actual loan losses, our earnings will decrease.

        The risk of nonpayment of loans is inherent in all lending activities, and nonpayment, if it occurs, may negatively impact our earnings and overall financial condition, as well as the value of our common stock. Also, many of our loans have been made over the last year and in certain circumstances there is limited repayment history against which we can fully assess the adequacy of the allowance for loan losses. We make various assumptions and judgments about the collectibility of our loan portfolio and provide an allowance for probable losses based on several factors. If our assumptions are wrong, our allowance for loan losses may not be sufficient to cover our losses, which would have an adverse affect on our operating results. Additions to our allowance for loan losses decrease our net income. While we have not experienced any significant charge-offs or had large numbers of nonperforming loans, due to the significant increase in loans originated over the last year, we cannot assure you that we will not experience an increase in delinquencies and losses as these loans continue to mature. The actual amount of future provisions for loan losses cannot be determined at this time and may exceed the amounts of past provisions.

A slowdown in our mortgage banking activities may negatively impact our future earnings.

        We maintain an active residential loan origination and sales program, and total sales of such loans were $219.2 million for the year ended December 31, 2004. Our extensive mortgage banking operations imply that our earnings are highly dependent upon mortgage banking gains, which are primarily dependent upon origination volumes. Accordingly, if demand for residential loans decline, which would

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likely occur during periods of rising and higher interest rates, our ability to generate income may be adversely affected.

Our growth and expansion may be limited by many factors.

        We have pursued and intend to continue to pursue an internal growth strategy, the success of which will depend primarily on generating an increasing level of loans and deposits at acceptable risk and interest rate levels without corresponding increases in noninterest expenses. We cannot assure you that we will be successful in continuing our growth strategies, due, in part, to delays and other impediments inherent in our highly regulated industry, limited availability of qualified personnel or unavailability of suitable branch sites. In addition, the success of our growth strategy will depend, in part, on continued favorable economic conditions in our market area.

   
FORWARD LOOKING STATEMENTS

        Some of the statements under "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and elsewhere in this prospectus constitute forward-looking statements. These statements involve risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify these statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "should," "will," and "would" or similar words. You should read statements that contain these words carefully because they discuss our future expectations, contain projections of our future results of operations or of our financial position, or state other forward-looking information. These statements include, among others, statements of our goals, intentions and expectations; statements regarding our business plans and prospects and growth and operating strategies; statements regarding the asset quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits. We believe that it is important to communicate this information to our investors. However, these forward-looking statements are subject to significant risks, assumptions and uncertainties that we are not able to control or predict accurately. The factors listed above in the section captioned "Risk Factors," as well as any cautionary language in this prospectus, provide examples of risks, uncertainties, and events that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. Before you invest in our common stock, you should be aware that the occurrence of the events described in these risk factors and elsewhere in this prospectus could have a material adverse effect on our business, results of operations, and financial position.

        Forward-looking statements speak only as of the date they are made and, except as required by law, we assume no duty to update forward-looking statements.

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USE OF PROCEEDS

        The net proceeds of the offering, after deducting expenses payable by us in connection with the offering, are estimated to be $8,535,000 if the maximum number of shares are sold (excluding up to an additional 150,000 shares that may be issued in the community offering). We intend to contribute substantially all of the proceeds of the offering to the Bank to increase the Bank's capital level. By increasing the Bank's capital, the Bank can support growth in customer deposits to fund increased lending and investment activities. We will use the balance of the proceeds for general corporate purposes.

   
DILUTION

        Holders of our common stock may experience substantial dilution of their percentage of equity ownership interest and voting power in us if they do not exercise their rights. If we issue the maximum number of shares of common stock offered by this prospectus (excluding the additional 150,000 shares that may be issued in the community offering), we will issue an additional 1,000,000 shares of common stock, which represents approximately 51% of the shares of common stock we had outstanding on the record date. Holders of our common stock that elect not to exercise their subscription right will accordingly experience dilution in their level of ownership in the Company.

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THE OFFERING

The Rights Offering

        Securities Offered.    We are offering to sell up to 1,000,000 newly issued shares of our common stock at a price of $9.00 per share, to holders of record of the common stock as of the close of business on April 28, 2005. Each such shareholder has been granted a nontransferable right to purchase, at the offering price, ..5119 additional shares of common stock for each whole share of common stock owned at the record date, subject to adjustment to the nearest whole share (fractions of 0.5 or more are rounded up). The shares being offered represent approximately 51% of the number of shares outstanding at the record date (excluding up to an additional 150,000 shares that may be issued in the community offering). Current shareholders are entitled to subscribe for all, or any portion, of the shares of common stock underlying their basic subscription rights.

        No Minimum Offering.    There is no minimum number of shares that must be sold in the offering. The offering will be completed if any valid subscriptions are received, unless the board of directors has terminated the offering in its entirety. While our directors and executive officers presently intend to purchase shares in the offering, they are not obligated to purchase any minimum number of shares. See "The Offering—Intentions of Directors, Executive Officers and Others" at page 21.

        Expiration Time.    Subscriptions to purchase shares must be received no later than 5:00 p.m., Eastern time, on Monday, June 20, 2005, unless we terminate the offering earlier or extend it. We may terminate the offering at any time prior to June 20, 2005, or extend the termination date without notice. Under no circumstances will we extend the offering beyond August 1, 2005. See "The Offering—Procedure for Subscribing for Common Stock in the Offering".

        After the expiration of the offering, unexercised subscription rights will be null and void. We will not be obligated to honor any order form received by the Subscription Agent after the expiration time, regardless of when the form or the payment were sent.

        Subscription Rights.    The basic subscription right entitles each shareholder to purchase, at the offering price, .5119 additional shares of common stock for every whole share of common stock held on the record date, rounded to the nearest whole share (fractions of 0.5 or more are rounded up). Current shareholders are entitled to subscribe for all, or any portion of, the shares of common stock underlying their basic subscription rights. No fractional shares will be issued.

        You may not transfer your subscription rights or exercise them in the name of another person or entity.

        If there are unsold shares remaining after all requests to purchase shares pursuant to the rights offering, we may conduct a community offering. This offering would be available only to persons selected by us, in our sole discretion. See "The Offering—The Community Offering" at page 17.

Procedure for Subscribing for Common Stock in the Offering

        If you wish to exercise your subscription rights and participate in the offering you must do so by delivering properly completed and executed rights certificates to the Subscription Agent, prior to the expiration time, together with payment in full of the offering price for all shares of common stock for which you wish to subscribe under the subscription rights. Payment in full must be by:

(a)

check or bank draft drawn upon a U.S. bank; or

(b)

U.S postal money order payable to "American Stock Transfer & Trust Company, as Subscription Agent"; or

(c)

by wire transfer to an account designated by us. If you wish to make payment by wire transfer, please contact the Subscription Agent for instructions.

        Payment of the offering price will be deemed to have been received only upon:

(a)

clearance of any uncertified check;

(b)

receipt of any certified check or bank draft drawn upon a U.S. bank or of any U.S. postal money order; or

(c)

receipt of good funds in the American Stock Transfer & Trust Company account.

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        If you are paying by uncertified personal check, please note that the check may take at least five business days to clear. If you wish to pay the offering price by means of uncertified personal check, we urge you to make payment sufficiently before the end of the offering to ensure that such payment is received and clears before the end of the offering. All funds received in payment of the subscription price will be deposited by the Subscription Agent in an escrow account for the benefit of American Bank Holdings, to be held at Chase Bank, N.A., New York, New York, and invested in a money market account and, until closing of the offering.

        The address to which order forms and payment of the offering price should be delivered is:

American Stock Transfer & Trust Company
59 Maiden Lane
New York, N.Y. 10038
Attention: Reorganization Department
Telephone: (718) 921-8317
Telecopy: (718) 234-5001

        DELIVERY TO AN ADDRESS OR IN A MANNER OTHER THAN THOSE INDICATED ABOVE DOES NOT CONSTITUTE GOOD DELIVERY TO THE SUBSCRIPTION AGENT.

        If the amount you send with your subscription is insufficient to purchase the number of shares that you indicate are being subscribed for, or if you do not specify the number of shares to be purchased, then we will treat your subscription as one to purchase shares to the full extent of the payment sent. If the amount you send with your subscription exceeds the amount necessary to purchase the number of shares that you indicate are being subscribed for, then we will treat your subscription as one to purchase shares to the full extent of the excess payment sent and we will refund the excess.

        FAILURE TO INCLUDE THE FULL OFFERING PRICE WITH YOUR RIGHTS CERTIFICATE MAY CAUSE US TO REJECT YOUR SUBSCRIPTION.

        The method of delivery of rights certificates and payment of the offering price will be at your election and risk. If you send your subscription by mail, we recommend that you use registered mail, return receipt requested, and that you allow a sufficient number of days to ensure delivery and clearance of payment prior to the termination date. You will be required to pay the additional postage costs relating to registered mail.

        We will decide all questions concerning the timeliness, validity, form and eligibility of rights certificates received or any exercise of subscription rights, and our decisions will be final and binding. We may, in our sole discretion, waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as we may determine, or reject the purported subscription. Rights certificates will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as we determine in our sole discretion. Neither American Bank Holdings, American Bank nor the Subscription Agent will be under any duty to give a subscriber notice of any defect or irregularity in the submission of rights certificates or incur any liability for failure to give such notification.

        Guarantee Delivery Procedures.    If you want to exercise your rights, but time will not permit your rights certificates to reach the Subscription Agent on or prior to 5:00 p.m., on June 20, 2005, you may exercise your rights using the following guaranteed delivery procedures:

        1.     On or before 5:00 p.m. on June 20, 2005, you must have sent, and the Subscription Agent must have received, payment in full for each share of common stock you are purchasing through your subscription right;

        2.     On or before 5:00 p.m. on June 20, 2005, you must have sent, and the Subscription Agent must have received, a Notice of Guaranteed Delivery, substantially in the form provided with the attached instructions, from a member firm of a registered national securities exchange or a member of

16

the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. The Notice of Guaranteed Delivery must state:

•

your name,



•

the number of rights that you hold, and



•

the number of shares of common stock that you wish to purchase pursuant to your subscription right.

The Notice of Guaranteed Delivery must guarantee the delivery of your rights certificate to the subscription agent within three Nasdaq National Market trading days following the date of the Notice of Guaranteed Delivery; and

        3.     You must send, and the Subscription Agent must receive, your properly completed and duly executed rights certificate, including any required signature guarantees, within three Nasdaq National Market trading days following the date of your Notice of Guaranteed Delivery. You may physically deliver the Notice of Guaranteed Delivery via the enclosed envelope to the Subscription Agent at its address set forth above. You can obtain additional copies of the form of Notice of Guaranteed Delivery by requesting it from the Subscription Agent at the address set forth above.

        Signatures on the rights certificate must be guaranteed by an Eligible Guarantor Institution, as defined in Rule 17Ad-15 of the Securities Exchange Act of 1934, subject to the standards and procedures adopted by the subscription agent. Eligible Guarantor Institutions include banks, brokers, dealers, credit unions, national securities exchanges and savings associations.

        Signatures on the rights certificate do not need to be guaranteed if the rights certificate:

•

provides that the shares of common stock you are purchasing are to be delivered directly to the record owner of the subscription rights; or



•

is submitted for the account of a member firm of a registered national securities exchange or a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States.

        SUBSCRIPTIONS FOR COMMON STOCK MAY NOT BE REVOKED BY SUBSCRIBERS.

        Exercise of Subscription Rights if Your Shares are Held in Street Name.    If you are a shareholder who has your shares of common stock registered in the name of your broker, bank or other third party nominee, you may participate in the offering and exercise the subscription right, but you must do so through your recordholder. You should contact your bank, broker or other nominee and request it to effect the transactions for you.

        Recordholders who hold shares of common stock for the account of others, such as brokers, trustees or depositories for securities, should notify the beneficial owners as soon as possible to ascertain their intentions and to obtain instructions with respect to subscription rights. If a beneficial owner instructs, the recordholder of such subscription rights should complete rights certificates and submit them to the Subscription Agent with the proper payment.

The Community Offering

General

        We intend that shares not purchased by our current shareholders in the rights offering will be made available in a community offering. We may commence the community offering at any time during the rights offering or upon conclusion of the rights offering. The community offering, if conducted, will expire at 5:00 p.m., Eastern time on June 27, 2005, unless we extend it in our sole discretion. We do not intend to extend the community offering past August 1, 2005.

        If the community offering is conducted, offerees will have the opportunity to subscribe to purchase shares at $9.00 per share, which is the same as the offering price in the rights offering. There is no minimum subscription requirement. Shares will be offered in the community offering by or through FIG Partners, L.L.C., our accommodating broker, in certain states where applicable state securities laws require such offers to be made by a licensed broker-dealer. See "Plan of Distribution" at page 63.

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        The community offering will be available only to persons selected by us, in our sole discretion. For the community offering, we intend to actively seek persons who have strong business and community ties to our service area and whose knowledge we can draw upon and whose involvement will provide an opportunity to attract customers from segments of our banking community and promote us and our products and services. We believe that these types of individuals, which include our directors and officers and persons with family or business relationships with our directors and officers, are best suited to aid in our growth and success. This group is expected to primarily consist of our current directors and officers and persons with family or business relationships with our directors and officers.

        If there is insufficient demand in the rights offering, certain of our directors and executive officers have indicated that they will purchase up to an additional 421,000 shares in the community offering as a show of support and confidence in our long term prospects. To the extent available, we intend to offer these individuals the opportunity to purchase such additional shares since we believe that our directors' and executive officers' financial interests in the company will encourage their active participation in growing our business in a prudent fashion. However, investors should not place any reliance on the intention of these directors and executive officers as an indication of the merits of this offering or that their confidence in their investment decision is shared by investors who are not affiliates of the company.

Shares Available for Sale

        The shares that will be offered in the community offering, if we choose to conduct it, are shares that are not subscribed for in the rights offering. Therefore, if the rights holders subscribe for all of the shares by exercising their rights, there may be no shares available in the community offering. If there is sufficient demand in the community offering, we may sell up to an additional 150,000 newly issued shares bringing the total number of shares offered to 1,150,000. If shares are available in the community offering but are insufficient to satisfy in full all subscriptions validly tendered and not rejected by us, we will allocate the available shares among the subscribers (other than those subscribers, if any, whose subscriptions are rejected) proportionately based on the relative numbers of requested shares. In other words, a subscriber whose request represents 10% of the total number of requested shares will be allocated 10% of the available shares. Since we won't issue fractional shares, we will round the number of shares allocated to each subscriber to a whole number.

Eligibility

        If we conduct the community offering, we will make it available only to persons selected by us, in our sole discretion. As discussed above, we primarily intend to seek persons who have strong business and community ties to the banking markets served by American Bank. Individuals who desire to purchase shares in the community offering may make a written request to us. However, it is not our intention to allow individuals who we do not select (which may include affiliated and unaffiliated individuals of the Company) to participate in the community offering. We reserve the right to reject, in whole or in part, any subscription tendered in the community offering.

Procedures for Subscribing for Common Stock in the Community Offering

        If you are an offeree in the community offering, you may subscribe for shares by delivering properly completed and executed order forms to FIG Partners, L.L.C., our accommodating broker, prior to the expiration time, together with payment in full of the offering price for all shares of common stock for which you wish to subscribe under the offer. Payment in full must be by:

(a)

certified check or bank draft drawn upon a U.S. bank; or

(b)

U.S. postal money order payable to "American Stock Transfer & Trust Company, as Subscription Agent"; or

(c)

by wire transfer to an account designated by us. If you wish to make payment by wire transfer, please contact FIG Partners, L.L.C. for instructions.

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        Payment of the offering price will be deemed to have been received only upon:

(a)

clearance of any uncertified check;

(b)

receipt of any certified check or bank draft drawn upon a U.S. bank or of any U.S. postal money order; or

(c)

receipt of good funds in the American Stock Transfer & Trust Company account.

        If you are paying by uncertified personal check, please note that the check may take at least five business days to clear. If you wish to pay the offering price by means of uncertified personal check, we urge you to make payment sufficiently before the end of the offering to ensure that such payment is received and clears before the end of the offering. All funds received in payment of the subscription price will be deposited by the Subscription Agent in an escrow account for the benefit of American Bank Holdings, to be held at Chase Bank, N.A., New York, New York, and invested in a money market account and, until closing of the offering.

        The address to which order forms and payment of the offering price should be delivered is:

FIG Partners, L.L.C.
1545 Peachtree Street
Suite 650
Atlanta, Georgia 30309
Attention: Eric Lawless
Telephone: (404) 601-7202
Telecopy: (404) 591-6004

        DELIVERY TO AN ADDRESS OR IN A MANNER OTHER THAN THOSE INDICATED ABOVE DOES NOT CONSTITUTE GOOD DELIVERY TO THE ACCOMMODATING BROKER.

        If the amount you send with your subscription is insufficient to purchase the number of shares that you indicate are being subscribed for, or if you do not specify the number of shares to be purchased, then we will treat your subscription as one to purchase shares to the full extent of the payment sent. If the amount you send with your subscription exceeds the amount necessary to purchase the number of shares that you indicate are being subscribed for, then we will treat your subscription as one to purchase shares to the full extent of the excess payment sent.

        FAILURE TO INCLUDE THE FULL OFFERING PRICE WITH YOUR ORDER FORM MAY CAUSE US TO REJECT YOUR SUBSCRIPTION.

        The method of delivery of order forms and payment of the offering price will be at your election and risk. If you send your subscription by mail, we recommend that you use registered mail, return receipt requested, and that you allow a sufficient number of days to ensure delivery and clearance of payment prior to the termination date. You will be required to pay the additional postage costs relating to registered mail.

        We will decide all questions concerning the timeliness, validity, form and eligibility of order forms received, and our decisions will be final and binding. We may, in our sole discretion, waive any defect or irregularity, or permit a defect or irregularity to be corrected within such time as we may determine, or reject the purported subscription. Order forms will not be deemed to have been received or accepted until all irregularities have been waived or cured within such time as we determine in our sole discretion. Neither American Bank Holdings, American Bank nor the Accommodating Broker will be under any duty to give a subscriber notice of any defect or irregularity in the submission of order forms or incur any liability for failure to give such notification.

        Since the only shares that will be offered in the community offering, if we choose to conduct it, are shares that are not subscribed for in the rights offering (unless we increase the size of the community offering up to an additional 150,000 shares, in our sole discretion), no guarantee can be made that anyone who elects to participate in the community offering will be able to do so.

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Limitation

        We do not intend to accept any subscriptions from a purchaser in the rights or Community Offering that would result in such purchaser, when aggregated with any other shares beneficially owned by such purchaser or its affiliates, owning 24.9% or more of our issued and outstanding common stock upon completion of the offering.

Escrow Account; Release of Funds; No Interest on Subscription Funds

        All funds received in payment of the offering price will be promptly deposited into an escrow account to be held at Chase Bank, N.A. and maintained by American Stock Transfer & Trust Company, subject to the control of the Chief Executive Officer and President of American Bank Holdings, until acceptance of the subscriptions to which funds relate, rejection of a subscription, or termination of the offering. Funds in the escrow account will be invested a money market account. Subscription funds will be released from the escrow account within five business days after shares of common stock are issued to subscribers in respect of such subscriptions. Except as set forth on page 24 under the Section entitled "The Offering—Regulatory Limitation", we will keep earnings on funds in the escrow account whether or not the offering is consummated.

        Subscriptions for common stock that are received by the Subscription Agent or the Accommodating Broker may not be revoked. No interest will be paid to subscribers on subscription funds, even if the offering is terminated in its entirety or an individual subscription is rejected. By submitting a subscription, you will forego interest you otherwise could have earned on the funds for the period during which your funds are held in escrow. We will, however, pay interest to the extent that law, regulation or administrative policy of an investor's state of residence specifically requires in the event that the offering is not completed. Prior to the time the offering is completed or terminated, we will be entitled to request, from time to time, that the escrow agent distribute accrued earnings on the escrowed funds to us for general corporate purposes.

Determination of Offering Price

        The offering price has been determined by the board of directors, in consultation with RP Financial, LC., our financial advisor in connection with the offering In establishing the offering price, the board of directors considered various factors that it deemed relevant including among other things:

•

our current financial condition and operating performance as presented in our financial statements;

•

our regulatory status;

•

the market value of the common stock;

•

an analysis of discounted cash flows;

•

the number of shares sought to be issued;

•

the amount sought to be raised; and

•

the anticipated impact of the offering on the market price of the common stock.

        The book value of our common stock as of December 31, 2004 was $8.79 per share and the price to book multiple for the offering price is 102.4. As part of their research to help the board of directors establish the offering price, RP Financial gathered information from a group of eight publicly traded financial institutions (six from the Mid-Atlantic region and two from the Midwest) with average assets of $550 million. The median price to tangible book multiple for this group was 1.567. Since the peer group consisted of eight publicly traded companies with liquid trading markets, RP Financial believes that it is appropriate to apply a discount for the lack of marketability of the common stock.

        NONE OF THE BOARD OF DIRECTORS, MANAGEMENT OR RP FINANCIAL, LC HAS EXPRESSED AN OPINION OR HAS MADE ANY RECOMMENDATION AS TO WHETHER ANY CURRENT SHAREHOLDER SHOULD PURCHASE SHARES IN THE OFFERING. ANY DECISION TO INVEST IN THE COMMON STOCK MUST BE MADE BY EACH INVESTOR BASED UPON HIS OR HER OWN EVALUATION OF THE OFFERING IN THE CONTEXT OF HIS OR HER BEST INTERESTS.

20

Intentions of Directors and Executive Officers

        Our directors and executive officers have indicated that they intend to subscribe for approximately 117,706 shares of common stock through the exercise of their subscription rights, representing approximately 12% of the shares offered, as well as up to an additional 421,000 shares, if available in the community offering. These individuals are purchasing such shares with the intent to hold the shares as an investment. These expressions of interest are not commitments and could change based upon individual circumstances and, in some cases, are subject to receipt of regulatory approval to acquire such shares. In particular, Mr. J.R. Schuble, Jr., our Chairman of the Board of Directors, who currently owns 9.57% of our common stock, has expressed an interest to purchase up to 395,370 shares, thereby bringing his share ownership up to 19.72% of our outstanding common stock after the offering. Mr. Schuble will need regulatory approval to acquire more than 10% of our outstanding common stock. Mr. Schuble may not receive any required regulatory approvals on a timely basis, if at all. This is particularly true if it is determined that as a result of Mr. Schuble's outside business interests with other present and future holders of our common stock he is deemed to be acting in concert with such other shareholders (each of whom also may therefore require regulatory approvals).

        The following table sets forth information as of April 28, 2005, with respect to the common stock beneficially owned by our directors and executive officers (not including stock options exercisable within 60 days) (a) prior to purchase of any shares offered by this prospectus and (b) after giving effect to the purchase of shares offered by this prospectus (assuming shares are purchased as intended).

*

less than one percent

(1)

Excluding the effect of issuing any of the additional 150,000 shares in the community offering. If all of the additional 150,000 shares are sold in the community offering, our directors and executive officers will beneficially own 31.40% of our outstanding stock.

(2)

Acquisition subject to regulatory approval. See "—Regulatory Limitation" on page 22.

Financial Advisor

        We have engaged RP Financial, LC, as our financial advisor in connection with the offering pursuant to an engagement letter between RP Financial and us. RP Financial is regularly engaged in the valuation of banks, bank holding companies, savings and loans associations, savings banks and savings and loan holding companies in connection with mergers, acquisitions and other securities-related transactions. RP Financial has knowledge of, and experience with the banking market in which we operate and with other regionally based banking organizations.

21

        In its capacity as financial advisor, RP Financial provided advice to us regarding the offering price for the shares to be offered in the offering.

        RP Financial has not prepared an opinion as to the fairness of the offering price or the terms of the offering to us or our shareholders. RP Financial expresses no opinion and makes no recommendation to holders of the rights as to the purchase by any person of shares of our common stock. RP Financial expresses no opinion as to the prices at which shares to be distributed in connection with the offering may trade if and when they are issued or at any future time.

        As compensation for its services, we have agreed to pay RP Financial an advisory fee. We have also agreed to reimburse RP Financial for out of pocket expenses incurred in connection with its retention and to indemnify against certain liabilities, including liabilities under the federal securities laws. The total advisory fee payable to RP Financial is approximately $38,500.

Accommodating Broker

        We have engaged FIG Partners, LLC as our accommodating broker in connection with the community offering in order to comply with the broker-dealer registration and licensing requirements where applicable state securities laws require such offers to be made by a licensed broker-dealer. FIG Partners will assist the Company in placing the shares of common stock offered to persons identified by the Company in the community offering. As compensation, we have agreed to pay FIG Partners a fee of $100,000. In addition, if the persons identified by the Company as persons to whom FIG shall distribute the prospectus and related offering documents to do not purchase all offered shares in the community offering, and the Company sends a written request to the accommodating broker to seek purchasers, then FIG Partners will receive a commission equal to 6% of the sales price on any shares placed by FIG to persons who are not identified by us. The Company has also agreed to reimburse FIG Partners its costs and expenses in connection with the offering up to an amount not to exceed $25,000 without the consent of the Company and to indemnify FIG Partners against certain liabilities. See "Plan of Distribution."

Regulatory Limitation

        We will not be required to issue shares of common stock in the offering to any person who, in our judgment, would be required to obtain prior clearance or approval from any state or federal bank regulatory authority to own or control such shares if, at the expiration time, such clearance or approval has not been obtained or any required waiting period has not expired. In our sole discretion, we may conditionally accept subscriptions where the required regulatory approvals have not been received prior to the expiration time, in which case all funds received in payment of the offering price will remain in an escrow account pending the receipt of the required regulatory approvals. If we conditionally accept a subscription pending regulatory approval, and if any required regulatory approval is not received by October 31, 2005, unless such deadline is extended in our sole discretion, you will not receive any shares in the offering and you will receive a refund of your payment of the offering price as soon as practicable by mail. If any required regulatory approval is not received by the deadline set forth above (or any extension thereof), then the interest earned will be allocated among such subscribers whose subscriptions are conditionally accepted on the basis of the respective amounts of their subscriptions and the number of days that such amounts were on deposit after the expiration date of the community offering. Our determination as to whether clearance or approval is required will be final and binding.

Nonqualified States or Foreign Countries

        We have made a reasonable effort to comply with the securities laws of all states in the United States in which current shareholders reside. We will not provide subscription materials to any person who resides in any foreign country or in any state of the United States if we determine that compliance with the securities laws of such country or state would be impracticable, and we will not accept any subscriptions from subscribers located in those states or countries. No payments will be made to any ineligible shareholder in lieu of the grant of the subscription rights.

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MATERIAL FEDERAL INCOME TAX CONSEQUENCES

        Set forth below is a summary of the material federal income tax consequences to holders of common stock in respect of the receipt of rights under the rights offering, the exercise or expiration of such rights and the sale of common stock acquired through the exercise of such rights. The summary deals only with rights, and shares of common stock received through the exercise of rights, that are held as capital assets within the meaning of section 1221 of the Internal Revenue Code of 1986, as amended (the "Code").

        The summary is based on the Code, Treasury regulations, administrative pronouncements and judicial decisions now in effect, all of which are subject to change (possibly on a retroactive basis). The summary does not consider any foreign, state or local tax consequences, nor does it address estate or gift tax considerations. Furthermore, the summary does not address all aspects of federal income taxation that may be relevant to investors in light of their particular circumstances or to certain types of investors subject to special treatment under the federal income tax laws (such as foreign shareholders, dealers in securities or currencies, tax-exempt organizations, regulated investment companies, life insurance companies, banks, other financial institutions, pass-through entities and persons holding rights or common stock as part of a "straddle," "hedge" or "conversion transaction"). No ruling from the Internal Revenue Service will be sought in connection with the matters discussed herein and therefore holders are urged to consult their own tax advisors with respect to the U.S. federal tax consequences to them of this offering, as well as the tax consequences under state, local, non-U.S. and other tax laws and the possible effects of changes in tax laws.

        As used herein, a "U.S. Holder" is a beneficial owner of common stock that is, for U.S. federal income tax purposes, (1) a citizen or resident of the United States, (2) a corporation that is organized under the laws of the United States or any political subdivision thereof, (3) an estate, the income of which is subject to U.S. federal income tax without regard to its source, or (4) a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or if the trust has made a valid election in effect to be treated as a U.S. person. A "Non-U.S. Holder" is a beneficial owner of common stock that is not a U.S. Holder.

Taxation of U.S. Holders

        Distribution of Rights.    A U.S. Holder will not recognize taxable income as a result of our distribution of rights to such holder with respect to his common stock.

        Basis of Rights.    Except as otherwise provided in this paragraph, the basis of rights held by a U.S. Holder will be zero. Except as provided under "Expiration of Rights" below, if the fair market value of the rights on their date of issuance is 15% or more of the fair market value on such date of the common stock with respect to which they are received, then, upon the exercise of the rights, the holder's basis in such common stock will be allocated between the common stock and the rights in proportion to the fair market values of each on the date of issuance of the rights. If the fair market value of such rights on their date of issuance is less than 15% of the fair market value on such date of the common stock with respect to which they are received, the U.S. Holder may elect, in his or her federal income tax return for the taxable year in which rights are received, to allocate part of the basis of the common stock with respect to which they are received to the rights as provided in the preceding sentence.

        Exercise of Rights.    A U.S. Holder will not recognize any gain or loss upon the exercise of such rights.

        Basis and Holding Period of Common Stock.    A U.S. Holder's tax basis in the common stock acquired through the exercise of rights will be equal to the sum of the subscription price therefor and

23

the tax basis of the rights exercised (as determined above), if any. The holding period of the common stock acquired by such U.S. Holder through the exercise of rights will begin on the date such rights are exercised.

        Expiration of Rights.    A U.S. Holder who fails to exercise rights prior to the expiration time for the rights offering will not recognize any gain or loss as a result thereof and none of the tax basis of the common stock will be allocated to the rights that expired regardless of the fair market value of the rights on the date of issuance or any prior election by the U.S. Holder to allocate basis to the rights.

        Sale of Common Stock.    Upon a sale of common stock acquired through the exercise of rights, the selling U.S. Holder will recognize gain or loss equal to the difference between the amount realized by the U.S. Holder on the sale and the U.S. Holder's tax basis in such common stock. Any such gain or loss will be capital gain or loss, and will be long term capital gain or loss if the common stock has been held for more than one year.

        Information Reporting and Backup Withholding.    Information reporting may apply to a U.S. Holder that is not a corporation (or other exempt recipient) to any dividend payments on common stock received upon the exercise of the rights and to the proceeds of a sale of the common stock. Backup withholding, currently at a rate of 28%, may apply to these payments unless the U.S. Holder provides a correct taxpayer identification number and otherwise complies with the applicable requirements.

Taxation of Non-U.S. Holders

        In this discussion of taxation of Non-U.S. Holders, it is assumed that no income, gain or loss of the Non-U.S. Holder from the acquisition, ownership, and disposition, expiration or exercise of the rights and the acquisition, ownership and disposition of shares of common stock acquired through exercise of the rights will be effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States. Non-U.S. Holders for which any such income, gain or loss might represent income that is effectively connected with the conduct of a U.S. trade or business should consult their own tax advisors, including as to the availability of an exemption from U.S. federal withholding tax and, in the case of a Non-U.S. Holder which is a corporation, the applicability of the "branch profits tax."

        Distribution of Rights.    A Non-U.S. Holder will not be subject to U.S. federal withholding tax upon the distribution of rights to such Non-U.S. Holder with respect to his common stock.

        Exercise of Rights.    A Non-U.S. Holder will not be subject to U.S. federal withholding tax upon exercise of the rights.

        Expiration of Rights.    The expiration of rights held by a Non-U.S. Holder generally will not have tax consequences to the Non-U.S. Holder unless such Non-U.S. Holder would have been subject to tax upon the sale, exchange, or other disposition of the rights or common stock acquired on exercise of the rights, as described below.

        Sale of Common Stock.    Generally, a Non-U.S. Holder will not be subject to U.S. federal income or withholding tax on any gain realized upon the sale, exchange or other disposition of any acquired common stock unless (1) the Non-U.S. Holder is an individual that is present in the United States for 183 days or more in the taxable year of the sale, exchange or other disposition and certain other conditions are met, or (2) we are or have previously been a "U.S. real property holding corporation" for U.S. federal income tax purposes. We do not believe that we are currently or at any relevant time have previously been a "U.S. real property holding corporation" or that we will become one in the future.

24

        Information Reporting and Backup Withholding.    Information reporting may apply to a Non-U.S. Holder that is not a corporation (or other exempt recipient) to any dividend payments on common stock received upon the exercise of the rights and to the proceeds of a sale of the common stock. Backup withholding, currently at a rate of 28%, may apply to these payments unless the Non-U.S. Holder provides a certification of non-U.S. status and otherwise complies with the applicable requirements.

        The federal income tax discussion set forth above is included for general information purposes only. Shareholders should consult their own tax advisors to determine the federal, state, local and foreign tax consequences of the rights offering in view of their own particular circumstances.

25

   
MARKET PRICE OF AMERICAN BANK'S CAPITAL STOCK AND DIVIDENDS

        Since the completion of our reorganization in March, 2003, our common stock has been traded over-the-counter on the National Association of Securities Dealers Electronic Bulletin Board under the trading symbol "ABKD.OB." Prior to the reorganization, the common stock traded on the Electronic Bulletin Board under the symbol "BKMD.OB." Trading volume in our stock is considered light and the stock is thinly traded. Our board of directors declared cash dividends in each quarter from September 2000 to March 2003 when the holding Company formation was completed. Any payment of dividends in the future will be at the sole discretion of our board of directors. Our ability to pay dividends, should we elect to do so, depends largely upon the ability of American Bank to declare and pay dividends, as the principal source of our revenue is dividends paid by the Bank. Future dividends will depend primarily upon the Bank's earnings, financial condition, and need for funds, as well as governmental policies and regulations applicable to American Bank Holdings, Inc. and American Bank, which limit the amount that may be paid as dividends. The table below shows the range of high and low sales prices (as well as the total trading volume) of our common stock for the periods specified and the dividends per share paid for the periods indicated.

        These price quotations are derived from Bloomberg news service and, accordingly, we cannot guarantee the accuracy or reliability of such price quotations. Some trades may occur which are not reported by Bloomberg. Since there is no established public trading market for our common stock, there can be no assurance that the price information set forth above is representative of prices which could be obtained from sales of our common stock in established open market transactions.

        On April 28, 2005, there were 150 holders of record of our common stock. On April 29, 2005, the most recent practicable date before the printing of this prospectus, the high and low sales prices per share of our common stock on the Electronic Bulletin Board were $9.25 and $9.25, respectively.

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SELECTED CONSOLIDATED FINANCIAL AND OTHER INFORMATION

        You should read the data set forth below in conjunction with our consolidated financial statements and related notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" and other financial information appearing elsewhere in this prospectus. The following unaudited table shows summary portions of our historical consolidated financial data as of and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004. We derived our summary consolidated financial data as of and for the years ended December 31, 2000, 2001, 2002, 2003 and 2004 from our audited consolidated financial statements, which have been audited and reported upon by Beard Miller Company LLP (as successor to Anderson Associates, LLP), independent auditors. Our audited consolidated financial statements for the years ended December 31, 2003 and 2004 are set forth on pages F-2 through F-32. The summary unaudited consolidated financial data of our historical results are not necessarily indicative of our results for any future period.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The information contained in this section should be read in conjunction with our consolidated financial statements and related notes and the information contained elsewhere in this prospectus under the caption Selected Consolidated Financial and Other Information.

Critical Accounting Policies

        The Company's significant accounting policies are set forth in note 1 of the consolidated financial statements for the year ended December 31, 2004 which are set forth on pages F-2 through F-32. Of these significant accounting policies, the Company considers the policy regarding the allowance for loan losses to be its most critical accounting policy, given the uncertainty in evaluating the level of the allowance required to cover credit losses inherent in the loan portfolio and the material effect that such judgments can have on the results of operations. In addition, changes in economic conditions can have a significant impact on the allowance for loan losses and therefore the provision for loan losses and results of operations. The Company has developed appropriate policies and procedures for assessing the adequacy of the allowance for loan losses, recognizing that this process requires a number of assumptions and estimates with respect to its loan portfolio. The Company's assessments may be impacted in future periods by changes in economic conditions, the impact of regulatory examinations, and the discovery of information with respect to borrowers that is not known to management at the time of the issuance of the consolidated financial statements.

General

        American Bank Holdings, Inc. is a corporation formed under the laws of Delaware to serve as the holding company for American Bank. The business of the Company is conducted principally through the Bank, a federally chartered savings bank. The Company's corporate headquarters is located in Silver Spring, Maryland and the Bank has five full-service offices located at 1700 Rockville Pike, Rockville, Maryland, 5600 Connecticut Avenue, Washington D.C., 4801-A Montgomery Lane, Bethesda, Maryland, in the SuperFresh market at 12028 Cherry Hill Road, Silver Spring, Maryland and in the SuperFresh market at 3301 North Ridge Road, Ellicott City, Maryland. The Bank also operates a loan production/leasing office in Charlotte, North Carolina. Deposits in the Bank are insured to applicable limits by the Federal Deposit Insurance Corporation. All references to the Company prior to March 25, 2003, except where otherwise indicated, are to the Bank. As of December 31, 2004, the Company had 78 employees, 69 of whom work full time.

Financial condition as of December 31, 2004

        Total assets increased by $14.1 million, or 6.0%, to $251.0 million at December 31, 2004 compared to December 31, 2003. Net loans outstanding increased by $21.1 million from $177.2 million at December 31, 2003 to $198.3 million at December 31, 2004. The Company originated $320.7 million of loans during the year ended December 31, 2004 as compared to $305.7 million during the same period in 2003. The increase in loan production was primarily due to the increase in mortgage refinances originated and subsequently sold by the mortgage division, and an increase in commercial related loans. Investment securities held-to-maturity increased by $2.7 million and investment securities available-for-sale decreased by $6.8 million during the year ended December 31, 2004. Cash and cash equivalents decreased by $1.7 million during the year ended December 31, 2004. The decrease in cash and cash equivalents is due to cash being invested in loans.

        Nonperforming assets, net (including nonaccrual loans, foreclosed real estate and repossessed assets) decreased to $1.0 million at December 31, 2004 compared to $2.2 million at December 31, 2003. At December 31, 2004, the book balance for the repossessed assets was $19,174 and was classified as

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other assets on the balance sheet. Total nonperforming assets, net, as a percentage of total assets were 0.4% at December 31, 2004 and 0.9% at December 31, 2003.

        The following table sets forth the composition of the Company's nonperforming assets at the dates indicated (in thousands).

        The Bank's loan polices provide for regular oversight and monitoring of the assets in the loan portfolio to determine whether any require adverse classification. The Bank's loan policies provide that such review is to be conducted by the Bank's lending personnel, with guidance and supervision from senior management.

        The allowance for losses on loans is established through a provision for loan losses based upon management's evaluation of the risk inherent in the loan portfolio and changes in the nature and volume of loan activity. Management considers, among other factors, the estimated fair value of the underlying collateral, current economic conditions and historical loan loss experience. Management reviews the allowance for loan losses on a periodic basis, at least quarterly, and these reviews take into consideration the change in portfolio mix, change in nonperforming loans, actual charge-offs net of any recoveries, and estimations used in calculating the adequacy of the loan loss allowance. The nonperforming loans are reviewed on an individual basis and all other loans are reviewed in major categories. Management has made adjustments to the estimation methods for the major categories due to historical losses and delinquencies, however these changes have not had a material effect on the overall allowance. While management uses available information in establishing the allowance for possible loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluations. A significant decline in the credit quality of the Bank's loan portfolio could have a material adverse effect on the Bank's estimates and, as a result, could have a material adverse effect on the Bank's financial condition and results of operations. Additions to the allowance are charged to operations; realized losses, net of recoveries, are charged to the allowance. In addition, various regulatory agencies, as part of their examination process, periodically review the Company's allowance for loan losses. Management will continue to monitor and modify allowances for loan losses as conditions dictate. Although management maintains allowances at levels that it considers adequate to provide for losses, there can be no assurances that such losses will not exceed the estimated amounts or that higher provisions will not be necessary in the future.

        The Company had eighteen loans, amounting to $859,000, as of December 31, 2004, which are considered to be potential problem loans. All of these loans are classified as non-accrual loans because the borrowers are over 90 days delinquent and management believes it may have difficulty in collecting the principal balance on these loans. The Company had an allowance for loan losses of $1.9 million, or 0.97% of the total loans outstanding, at December 31, 2004, and $1.4 million, or 0.79% of total loans outstanding, at December 31, 2003. The increase in the allowance was due to the change in portfolio

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mix and the risk factors inherent in the overall portfolio mix. Management believes the allowance is adequate based on the review of the underlying collateral securing the loans.

        The Company also establishes an allowance for losses on foreclosed real estate and other repossessed assets based upon its fair value less the cost of disposal. The valuations of foreclosed real estate properties are reviewed at least quarterly and updated as necessary based on the Company's expectations of holding periods, sales activity and other changes in market conditions. Based on available information, management believes that current loss reserves are adequate at this time to cover potential losses in the portfolio. There can be no assurance, however, that additional loss provisions will not be necessary in the future if market conditions deteriorate. The Company did not have any allowance for losses on foreclosed real estate, at December 31, 2004 and $29,000 or 8.2% of foreclosed real estate, at December 31, 2003. The Company had an allowance for losses on repossessed assets of $173,000 at December 31, 2004.

        The Company had unrealized gains of $34,000 and losses of $482,000, on its investment securities available-for-sale portfolio at December 31, 2004. The amortized cost of this portfolio was $26.2 million at that date. There were unrealized gains of $42,000 and losses of $181,000 on its investment securities held-to-maturity portfolio at December 31, 2004, with an amortized cost of $14.6 million. The Company's investment securities portfolio includes agency obligations, mortgage-backed securities and collateralized mortgage obligations. The Company's investment securities available-for-sale portfolio decreased by $6.8 million during the year ended in 2004 due to the sale of investment securities available-for-sale and by the repayment of principal on mortgage-backed securities. The Company's investment securities held-to-maturity portfolio increased by $2.7 million due to the purchase of mortgage-backed securities offset by the repayment of principal on mortgage-backed securities. There were a total of eight investments with an unrealized loss position for 12 months or greater with an aggregate market value of $11.1 million (book value of $11.6 million). None of these securities was deemed to have any fundamental issues that would lead the Company to believe that they were other than temporarily impaired. The unrealized losses are considered temporary as they reflect fair values at December 31, 2004, are subject to change daily as interest rates fluctuate and the Company has the intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value.

        Deposits increased by $40.0 million during the year ended December 31, 2004. The Company continued to focus its efforts in reducing its cost of deposits and trying to attract additional core deposits. Core deposits (money market, checking and statement savings accounts) increased by $25.8 million while certificates of deposit increased by $14.2 million during 2004. The deposits at December 31, 2004 had an average interest rate of 2.15%. Advances from the Federal Home Loan Bank decreased by $28.6 million during 2004. The advances from the Federal Home Loan Bank at December 31, 2004 had an average interest rate of 4.53%.

        The Company's stockholders' equity increased by $2.8 million, to $17.1 million at December 31, 2004 compared to $14.3 million at December 31, 2003. The increase was due principally to current period earnings, proceeds received from the exercise of stock options and a decrease in net unrealized holding losses on investments available for sale. At December 31, 2004, the Company and the Bank were considered "well capitalized" under regulatory definitions.

Results of Operations for the year ended December 31, 2004 and 2003

        The Company's operating results depend primarily on its net interest income, which is the difference between interest income on interest-earning assets (primarily loans and investment securities) and interest expense on interest-bearing liabilities (primarily deposits and borrowings). The Company's operating results are also affected by its other income (primarily gain on sale of loans, collection of late fees and service charges) and its operating expenses (primarily salaries and administrative costs).

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        The following table sets forth certain information relating to the Company's average interest-bearing assets and interest-bearing liabilities and reflects the average yield on assets and the average cost of liabilities for the periods indicated. During the periods indicated, non-accrual loans are included in the loans category. The amortization of loan fees and costs is included in interest income.

   
Rate Spread Analysis
(dollars in thousands)

        The following table allocates the period-to-period changes in the Bank's various categories of interest income and interest expense between the changes due to changes in volume (calculated by multiplying the change in average volume of the related interest-earning asset or interest-bearing liability category by the prior year's rate) and changes due to changes in rate (change in rate multiplied by prior year's volume). Changes due to changes in rate-volume (change in rate multiplied by change in volume) have been allocated proportionately between changes in volume and changes in rate (in thousands):

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