SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities
Act of 1934
Date of Report (Date of earliest event reported) July 26, 1994
USBANCORP, Inc.
(exact name of registrant as specified in its charter)
Pennsylvania 0-12204 25-1424278
(State or other (commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
Main and Franklin Streets, Johnstown, Pa. 15901
(address or principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 814-533-5300
N/A
(Former name or former address, if changed since last report.)
Item 2. Acquisition or Disposition of Assets.
On July 11, 1994, (the "Effective Date"), USBANCORP, INC.
("USBANCORP"), a Pennsylvania bank holding company, and Johnstown
Savings Bank ("JSB"), a Pennsylvania-chartered savings bank,
consummated the merger contemplated by the Agreement dated as of
November 10, 1993, as amended January 18, 1994 and July 11, 1994,
between such parties (the "Agreement").
On the Effective Date, pursuant to the Agreement, USBANCORP
merged JSB with and into United States National Bank in Johnstown
("USNB"), a wholly-owned subsidiary of USBANCORP, with USNB
surviving the Merger ("Merger"). The separate existence of JSB
ceased, and all property, rights, powers, duties, obligations and
liabilities of JSB were automatically transferred to USNB, in
accordance with Federal and Pennsylvania law.
The Merger was treated as a purchase for financial
accounting purposes and, in accordance with Paragraph 93 of
Accounting Principles Board Opinion No. 16, recorded as if
consummated at the close of business on June 30, 1994. The
recorded purchase price was based on the average of the closing
prices of USBANCORP Common Stock on the NASDAQ/NMS for the ten
trading days immediately preceding the Effective Date. The ten
day average of USBANCORP's Common Stock was $25.125, which
resulted in a final cost of the acquisition being $43.8 million,
to be paid by the issuance of 957,857 common shares and $19.7
million in cash. Accounting for the acquisition as a purchase,
USBANCORP has recognized newly created core deposit intangibles
of $5.7 million and goodwill of $19.2 million and will begin
realizing net income immediately from July 1, 1994.
The foregoing summary of the Merger is qualified in its
entirety by reference to the Agreement and historical financial
statements of JSB which are incorporated herein by reference.
Item 5. Other Events.
On the Effective Date, the directors of USBANCORP duly
elected and holding office immediately prior to the Effective
Date remained as directors of USBANCORP and, in accordance with
the Agreement, James C. Dewar and James M. Edwards, Jr., each of
whom were directors of JSB immediately prior to the Effective
Date, were elected to USBANCORP's Board of Directors (to serve
until USBANCORP's 1995 and 1996 annual meeting of shareholders,
respectively).
Further, on the Effective Date, the directors of USNB duly
elected and holding office immediately prior to the Effective
Date remained as directors of USNB and, in accordance with the
Agreement, Messrs. Dewar and Edwards, together with Howard M.
Picking, III and Kim W. Kunkle, each of whom were directors of
JSB prior to the Effective Date, were elected to USNB's Board of
Directors.
Immediately following the Effective Date, USNB sold Standard
Mortgage Corporation ("SMC") of Georgia, a wholly-owned
subsidiary of JSB to Community Bancorp, Inc., another wholly -
owned subsidiary of USBANCORP. SMC is a mortgage banking company
organized under the laws of the State of Georgia and originates
and sells residential mortgage loans and services mortgage loans.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The financial statements of JSB required by Item 7(a)
of Form 8-K are presently being reformatted for filing
in accordance with Commission Regulation S-T.
Accordingly, USBANCORP will file such financial
statements in an amendment to this Form 8-K as soon as
practicable. USBANCORP expects that the amendment
containing such financial statements will be filed on
or about August 10, 1994.
(b) Pro Forma financial information.
USBANCORP is presently preparing the pro forma
financial statements required by Item 7(b) of Form 8-K.
Accordingly, USBANCORP will file such pro forma
information in an amendment to this Form 8-K as soon as
practicable. USBANCORP expects that the amendment
containing such pro forma financial information will be
filed on or about August 10, 1994.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of November
10, 1993, as amended on January 18, 1994, among
USBANCORP, Inc., United States National Bank in
Johnstown and Johnstown Savings Bank, (Incorporated
herein by reference to Exhibit 2.1 to USBANCORP's
Registration Statement on Form S-4 (33-52837), as filed
on April 28, 1994).
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
USBANCORP, Inc.
By /s/Orlando B. Hanselman
Orlando B. Hanselman
Executive Vice President
CFO & Manager of Corporate Services
Date: July 26, 1994
