As filed with the Securities and Exchange Commission on July __,
1994.
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
________________
USBANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1424278
(State or other jurisdiction of (I.R.S. Employer Identi-
incorporation or organization) fication No.)
MAIN AND FRANKLIN STREETS
JOHNSTOWN, PENNSYLVANIA 15901
(Address of principal executive offices, including zip code)
(814) 533-5300
(Registrant's telephone number, including area code)
________________
Terry K. Dunkle
Chairman, President and Chief Executive Officer
USBANCORP, Inc.
Main and Franklin Streets
Johnstown, Pennsylvania 15901
(814) 533-5300
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
________________
Copies to:
JEFFREY P. WALDRON, ESQUIRE
Stevens & Lee
607 Washington Street
P.O. Box 679
Reading, Pennsylvania 19603
If the only securities being registered on this Form are
being offered pursuant to dividend or reinvestment plans, please
check the following box. [ ]
The Registrant hereby amends this Post-Effective Amendment
on such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Post-Effective Amendment shall
thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, or until the Post-Effective Amendment
shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
<PAGE>
USBANCORP, INC.
To Shareholders of USBANCORP, Inc:
We are pleased to send you this Prospectus describing our
Dividend Reinvestment and Stock Purchase Plan. I would like to
highlight some of the more significant features.
- You may purchase additional shares of USBANCORP, Inc.
Common Stock at a 3% discount to the market price
through the reinvestment of dividends on your shares of
Common Stock.
- You may also purchase additional shares of USBANCORP
Common Stock by making optional cash payments of not
less than $10.00 each purchase up to a total of $2,000
per calendar month at a 3% discount to the market
price.
- If you are not a registered USBANCORP shareholder but
you are a Pennsylvania resident, you may become a
participant in the Plan by purchasing your first share
through the Plan.
- You will pay no brokerage commissions or service
charges for purchases made under the Plan.
This Prospectus contains complete information in an easy-to-
read, question-and-answer format and I urge you to read it
carefully.
Your participation is entirely voluntary and you can begin
or terminate your participation at any time. If you wish to join
the Plan, please complete and sign the enclosed Enrollment Card
and return it to United States National Bank in Johnstown, the
Plan Administrator, in the postage-paid envelope provided.
We hope you will find this Plan to be of interest. We feel
it offers you an attractive way to begin or to increase your
investment in USBANCORP, Inc.
With best regards.
Sincerely,
Terry K. Dunkle
Chairman, President & CEO
<PAGE>
Prospectus
USBANCORP, Inc.
Dividend Reinvestment and Common Stock Purchase Plan
400,000 shares of the Common Stock, par value $2.50 per
share (the "Common Stock"), of USBANCORP, Inc. (the
"Corporation") have been authorized for purchase under the
USBANCORP, Inc. Dividend Reinvestment and Common Stock Purchase
Plan (the "Plan"). Of these shares, 130,976 were purchased prior
to the date of this Prospectus. This Prospectus relates to the
remaining 269,024 of such shares, which have been registered
pursuant to a Registration Statement filed with the Securities
and Exchange Commission (the "Commission") on January 4, 1993
(File No. 33-56604) (together with any amendments or supplements
thereto, the "Registration Statement"), of which this Prospectus
is a part.
The Plan provides each record holder of Common Stock with
a simple and convenient method of purchasing additional shares
without payment of any brokerage commission, service charge or
other similar expense. A participant in the Plan may purchase
shares of Common Stock by electing either to (1) reinvest
dividends on all of his or her shares of Common Stock or (2) to
make optional cash payments of not less than $10 each purchase up
to a maximum of $2,000 per month and continue to receive regular
dividend payments on his or her other shares. Participants who
enroll to reinvest dividends may also make optional cash payments
of not less than $10 each purchase up to a maximum of $2,000 per
month. A participant may withdraw from the plan at any time.
Pursuant to the optional cash payment feature of the
Plan, all Pennsylvania residents who are not presently
shareholders of record may become participants in the Plan by
making an initial cash investment for the purchase of Common
Stock in an amount not less than $100 and not more than $2,000.
This initial investment is subject to the maximum purchase
limitations of the optional cash payment feature of the Plan.
The price of shares purchased with reinvested dividends
or with optional cash payments will be at a 3 percent discount
from the market price average as defined in the response to
Question 12 (the "Average Market Price"). The average of the
high and low sale price of the Common Stock as reported on the
Nasdaq/National Market System on July 1, 1994 was $25.25 per
share.
The Corporation may, at its discretion, as to initial
shares issued to nonshareholders, reinvested dividends on shares
of Common Stock and optional cash payments, direct the purchase
of treasury or newly-issued shares of Common Stock from the
Corporation, or direct the purchase of shares of Common Stock in
market transactions. Market transactions may be conducted in the
over-the-counter market or by negotiated transactions and may be
on such terms as to price, delivery and otherwise as the Plan
administrator may determine. Since shares of Common Stock may be
purchased directly from the Corporation, the Corporation may
receive additional funds for general corporate purposes. Market
transactions would provide no new funds for the Corporation.
The Plan does not represent a change in the dividend policy
of the Corporation, which will continue to depend on earnings,
financial requirements and other factors. Shareholders who do
not wish to participate in the Plan will continue to receive cash
dividends so declared by check in the usual manner. It is
suggested that this Prospectus be retained for future reference.
_________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is August 16, 1994.
AVAILABLE INFORMATION
The Corporation is subject to the informational requirements
of the Securities Exchange Act of 1934, as amended (the
"Exchange"), and in accordance therewith files reports and other
information with the Commission.
Reports, proxy statements and other information filed by
the Corporation with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission
at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549, and the Commission's regional offices at Northwestern
Atrium Center, 500 West Madison Avenue, Suite 1400, Chicago,
Illinois 60661, and 75 Park Place, 14th Floor, New York, New York
10007. Copies of this material can also be obtained at
prescribed rates either in person at the Commission's public
reference facilities or by mail addressed to the Securities and
Exchange Commission, Public Reference Section, Washington, D.C.
20549.
This Prospectus does not contain all of the information in
the Registration Statement filed with the Commission of which
this Prospectus is a part. Certain portions of the Registration
Statement have been omitted in accordance with the rules and
regulations of the Commission. For further information with
respect to the Corporation and the securities offered hereby,
reference is made to the Registration Statement, including the
exhibits thereto.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Corporation with the
Commission are incorporated by reference in this Prospectus:
1. That portion of the Corporation's Annual Report and
Form 10-K for the year ended December 31, 1993 that
constitutes the Corporation's Form 10-K.
2. The Corporation's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1994.
3. The Corporation's definitive proxy statement, dated May 5,
1994, in connection with its 1994 Annual Meeting of
Shareholders.
4. The Corporation's Current Report on Form 8-K dated June 8,
1994.
5. The Corporation's Registration Statement on Form 8-A as
filed with the Commission on December 6, 1989 with respect
to the Corporation's Series B Preferred Stock, pursuant to
Section 12(g) of the Exchange Act.
All other reports filed by the Corporation pursuant to
Sections 13(a) or 15(d) of the Exchange Act since the date of
this Prospectus are deemed to be incorporated by reference.
All documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this Prospectus and prior to the termination of the
offering made hereby shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date
of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Corporation will provide without charge to each
person to whom this Prospectus is delivered, on the oral or
written request of such person, a copy of any or all of the
foregoing documents incorporated by reference other than exhibits
to such documents which are not specifically incorporated by
reference in such documents. Written requests should be directed
to:
Orlando B. Hanselman
Executive Vice President
CFO & Manager of Corporate Services
USBANCORP, Inc.
Main and Franklin Streets
Johnstown, PA 15901
Telephone requests may be directed to the Corporation at
(814) 533-5319.
This Prospectus does not constitute an offer to sell, or the
solicitation of an offer to buy, the securities to which this
Prospectus relates in any jurisdiction to any person to whom it
is unlawful to make such an offer or solicitation in such
jurisdiction. No person has been authorized to give any
information or to make any representation other than as contained
in this Prospectus in connection with the offer contained in this
Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized
by the Corporation. Neither the delivery of this Prospectus nor
any sale hereunder shall under any circumstances imply that there
has been no change in the affairs of the Corporation since the
date hereof or that the information herein is correct as of any
time subsequent to the date hereof. In that connection,
reference is made to the section of this Prospectus
captioned "Incorporation of Certain Documents by Reference."
<PAGE>
TABLE OF CONTENTS
Page
THE CORPORATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Participation Options . . . . . . . . . . . . . . . . . . . . . . . 2
Advantages. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Administration. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Optional Cash Purchases . . . . . . . . . . . . . . . . . . . . . . 7
Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Federal Income Tax Consequences to Participants . . . . . . . . . . 8
Reports to Participants . . . . . . . . . . . . . . . . . . . . . . 10
Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Certificates for Shares . . . . . . . . . . . . . . . . . . . . . . 11
Termination of Participation in the Plan. . . . . . . . . . . . . . 12
Withdrawal of Shares in Plan Accounts . . . . . . . . . . . . . . . 13
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . 14
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . 16
Preferred Stock. . . . . . . . . . . . . . . . . . . . . . . . . 17
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Shareholder Rights Plan. . . . . . . . . . . . . . . . . . . . . 19
Change In Control. . . . . . . . . . . . . . . . . . . . . . . . 19
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
LEGAL OPINIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
<PAGE>
THE CORPORATION
The Corporation is a multi-bank holding company organized
under the laws of the Commonwealth of Pennsylvania and is
registered under the Bank Holding Company Act of 1956 (the
"BHCA"). Its banking subsidiaries are United States National
Bank in Johnstown ("U.S. Bank"), Three Rivers Bank and Trust
Company ("Three Rivers Bank") and Community Savings Bank
("Community"). U.S. Bank is a national banking association
conducting its activities through 21 banking locations in
Cambria, Clearfield, Somerset and Westmoreland Counties,
Pennsylvania. Three Rivers Bank is a Pennsylvania-chartered bank
conducting its activities through 12 banking locations in
Allegheny and Washington Counties, Pennsylvania. Community is a
Pennsylvania-chartered savings bank conducting its activities
through 12 offices in Allegheny, Washington and Westmoreland
Counties, Pennsylvania. U.S. Bank, Three Rivers Bank and
Community are full service banks, offering a broad range of
commercial and retail banking and trust services, except that all
trust accounts, other than corporate trust activities, were
transferred in 1992 to USBANCORP Trust Company, a Pennsylvania
trust company and a wholly-owned subsidiary of the Corporation.
The Corporation also owns all the stock of United Bancorp Life
Insurance Company, an Arizona-chartered insurance company which
provides credit life and disability insurance services for the
banking subsidiaries. At June 30, 1994, the Corporation had
total assets of $1.32 billion, total deposits of $1.03 billion,
net loans of $696.8 million, and shareholders equity of $113.0
million. The Corporation's registered office is located at Main
and Franklin Streets, Johnstown, Pennsylvania, and its telephone
number is (814) 533-5300.
THE PLAN
The following questions and answers explain and constitute
the Corporation's Dividend Reinvestment and Common Stock Purchase
Plan (the "Plan").
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of record
of shares of the Corporation's Common Stock (the "Common Stock")
and other investors with a convenient and economical method of
purchasing shares of Common Stock and reinvesting cash dividends
in additional shares of Common Stock without payment of any
brokerage commission or service charge. Shares will be purchased
either from the Corporation directly or in market transactions.
To the extent the shares are purchased directly from the
Corporation, the Corporation will receive additional funds to be
used for general corporate purposes.
The Plan offers eligible holders of record of Common
Stock and other investors an opportunity to invest conveniently
for long-term growth. The Plan is not intended to provide
investors with the means to acquire shares at a discount from
market price or to provide holders of shares with the means to
generate short-term profits through resale of shares acquired at
a discount from the market price. The intended purpose of the
Plan precludes any person, organization or other entity from
establishing a series of related accounts for the purpose of
conducting arbitrage operations or exceeding the voluntary cash
payment limit. The Corporation accordingly reserves the right to
deny, modify, suspend, or terminate participation by an investor
who the Corporation determines is using the Plan for purposes
inconsistent with the intended purpose of the Plan.
Participation Options
2. What options are available to participants in the Plan?
As a participant (hereinafter "participant" or "you") in the
Plan:
You may have cash dividends on all, but not less than
all, of your shares of Common Stock automatically reinvested, and
also, if you wish, make optional cash purchases of not less than
$10 each purchase up to a total of $2,000 per calendar month.
You may make such optional cash purchases even if
dividends on the Common Stock held by you are not being
reinvested.
Advantages
3. What are the advantages of the Plan?
(A) The price of shares purchased pursuant to the Plan
with reinvested dividends or optional cash payments will be at a
3 percent discount from the market price average (the "Average
Market Price") as defined in the response to Question 12.
(B) No brokerage commissions or service charges will be
paid by you in connection with any purchases made under the Plan.
(C) Your funds will be fully invested in the Common
Stock because the Plan permits fractional shares to be credited
to your Plan account. Dividends on such fractional shares, as
well as on whole shares, will be reinvested in additional shares
and such shares will be credited to your Plan account.
(D) You will avoid the need for safekeeping the stock
certificates evidencing the shares credited to your Plan
account.
(E) Periodic statements furnished to you reflecting
all current activity, including purchases and latest balance,
will simplify your recordkeeping.
Administration
4. Who administers the Plan for participants?
U.S. Bank will administer the Plan, keep records, send
statements of account to each participant, and perform other
duties related to the Plan. Shares purchased for you under the
Plan will be held for you in safekeeping by or through U.S. Bank
until termination of your participation in the Plan or a written
request is received from you for the issuance of certificates for
all or part of your shares as more fully explained in the
response to Question 21. U.S. Bank also acts as dividend
disbursing and transfer agent for the Common Stock.
Shares purchased pursuant to the Plan will be registered
in the name of U.S. Bank's nominee. You should continue to hold
any shares presently or subsequently registered in your name and
should not undertake to transfer such shares to the Corporation
or U.S. Bank.
Participation
5. Who is eligible to participate?
If you are either (a) a holder of Common Stock with
shares registered in your name, or (b) a Pennsylvania resident,
you are eligible to participate. If you are neither a
shareholder of record nor a Pennsylvania resident, but you
beneficially own Common Stock which is registered in a name other
than your own (e.g., in the name of a broker or nominee), you may
participate by either (i) making appropriate arrangements for
your broker or nominee to participate on your behalf, or
(ii) becoming a shareholder of record by having those shares with
respect to which you wish to participate transferred to your
name.
You will not be eligible to participate in the Plan if you
reside in a jurisdiction in which it is unlawful for the
Corporation to permit your participation.
Your right to participate in the Plan is not transferable
apart from a transfer of your Common Stock to another person.
6. Is partial participation possible under the Plan?
Generally, no. If you elect to have dividends on your
shares of Common Stock reinvested under the Plan, such
reinvestment must be made with respect to all shares which are
registered in your name.
A broker or nominee holding Common Stock for more than
one beneficial owner may participate in the Plan on behalf of
less than all such beneficial owners, provided that the dividends
on all shares of Common Stock held on behalf of each beneficial
owner participating in the Plan are being reinvested.
7. How does a person participate or change options under the
Plan?
(A) Shareholders of Record.
As a holder of record of Common Stock, you may join the
Plan by completing and signing an Enrollment Card and returning
it to U.S. Bank. Once enrolled in the Plan, you will continue to
be enrolled without further action on your part. You may change
your investment options (see the response to Question 9 for a
description of your investment options) at any time by completing
and signing a new Enrollment Card and returning it to U.S. Bank.
If your shares are registered in more than one name (i.e., joint
tenants, trustees, etc.) all registered holders must sign the
Enrollment Card.
(B) Pennsylvania Residents Not Presently Shareholders
of Record.
After being furnished with a copy of the Plan Prospectus,
Pennsylvania residents may enroll in the Plan by completing and
returning to U.S. Bank the appropriate Enrollment Card, together
with a check or money order in an amount of not less than $100
nor more than $2,000, made payable to "USBANCORP, Inc."
You may obtain an Enrollment Card at any time by contacting:
United States National Bank
Trust Department, Shareholder Service
P.O. Box 520
Johnstown, PA 15907-0520
(814) 533-5129
8. When may an eligible shareholder or Pennsylvania resident
join the Plan?
As an eligible shareholder or Pennsylvania resident, you
may join the Plan at any time. Reinvestment of dividends on
Common Stock will start with the next Common Stock dividend
payment provided the Enrollment Card is received on or before the
record date of such a dividend. If the Enrollment Card is not
timely received, it will be necessary to delay reinvestment of
dividends until the next dividend payment date for the Common
Stock. Ordinarily, dividends are paid quarterly and the dividend
payment dates are 27 business days following the declaration
dates, which normally are in February, May, August, and November
of each year. Dividend record dates usually precede dividend
payment dates by twenty business days.
See the response to Question 13 for information on making an
initial optional cash purchase.
The Plan does not represent a change in the Corporation's
dividend policy or a guarantee of future dividends, which will
continue to be determined by the Board of Directors based upon
the Corporation's earnings, financial condition and other
factors.
9. What does the Enrollment Card provide?
The Enrollment Card provides for the purchase of
additional shares of Common Stock through the following
investment options:
(A) "Full Common Stock Dividend Reinvestment"
This option directs the Corporation to invest in accordance
with the Plan cash dividends on all shares of Common Stock
currently or subsequently registered in your name and on all
whole and fractional shares of Common Stock credited to your Plan
account. This option also permits you to make optional cash
payments for the purchase of additional shares of Common Stock in
accordance with the Plan.
Pennsylvania residents who are not shareholders of record
may elect this option in order to have dividends on any shares of
Common Stock subsequently registered in their name automatically
reinvested. Nonshareholders who elect this option, however, must
make an initial cash purchase and enclose a check payable to
"USBANCORP, Inc." covering such cash purchase.
(B) "Optional Cash Purchases Only"
This option permits you to make optional cash payments
for the purchase of shares of Common Stock in accordance with the
Plan, without reinvesting dividends on any Common Stock held of
record by you. If you desire this option, a check payable to
"USBANCORP, Inc." covering your initial optional cash purchase
must accompany your Enrollment Card. Cash dividends on shares
purchased with optional cash payments will automatically be
reinvested in additional shares of Common Stock. If you wish to
receive cash dividends on such shares, you must withdraw the
shares from your Plan account by written notification to U.S.
Bank at the address set forth in the response to Question 7.
Purchases
10. How are shares of Common Stock acquired under the Plan?
U.S. Bank will apply dividends and optional cash payments
to acquire shares of the Common Stock for the account of
participants. Shares acquired under both options of the Plan
will consist of shares purchased, at the Corporation's
discretion, either directly from the Corporation or on the open
market, or by a combination of the foregoing. Shares purchased
from the Corporation will be either treasury or newly-issued
shares of Common Stock.
11. How many shares will be purchased for participants?
The number of shares that will be purchased for a
participant's account on an Investment Date (as defined in the
response to Question 12) will depend on the amount of any
dividends payable to, and any optional cash payments made by, the
participant, and the applicable purchase price of the Common
Stock. Your Plan account will be credited with the number of
shares (including any fractional share computed to four decimal
places) that results from dividing (i) the sum of your dividend
plus any optional cash payments by (ii) the applicable purchase
price. The amount of your dividends for purposes of this
computation will include cash dividends payable on all shares of
Common Stock with respect to which you are participating in your
Plan account, whether purchased with reinvested dividends or
optional cash payments.
12. When and at what price will shares of Common Stock be
purchased under the Plan?
Shares of Common Stock purchased from the Corporation
will be purchased on the Investment Date, which will be the
dividend payment date during months in which a dividend is paid
on the Common Stock, and in any other month will be the fifteenth
day of such month. However, if the Investment Date falls on a
date when the NASDAQ National Market System is closed, the first
day immediately succeeding such date on which that market is open
will be the Investment Date.
Shares of Common Stock purchased on the open market will
be purchased in the over-the-counter market or in negotiated
transactions, and will be completed within 30 days of the
relevant Investment Date, except where completion at a later date
is necessary or advisable under applicable federal securities
laws. Such purchases may be subject to such terms with respect
to price, delivery and other terms as agreed to by U.S. Bank.
Neither the Corporation nor any participant shall have any
authorization or power to direct the time or price at which
shares may be so purchased, or the selection of the broker or
dealer through or from whom purchases are made.
For the purpose of making purchases, U.S. Bank will
commingle your funds with those of other holders of Common Stock
who are participants in the Plan. U.S. Bank will apply any
dividends and any optional cash payments to the purchase of
Common Stock pursuant to the Plan on the Investment Date, except
when prohibited under any applicable federal or state securities
laws. No interest will be paid on funds held by U.S. Bank in its
capacity as Plan Administrator.
Shares purchased under the Plan with either reinvested
dividends or optional cash payments will be acquired by
participants at a three percent (3%) discount from the Average
Market Price.
In the case of purchases from USBANCORP, Inc. of treasury
or newly-issued shares of Common Stock, the Average Market Price
is determined by averaging the high and low sale price of the
Common Stock as reported on the Nasdaq National Market System on
the relevant Investment Date. In the case of purchases of shares
of Common Stock on the open market, the Average Market Price will
be the weighted average purchase price of shares purchased for
the Plan on the open market for the relevant Investment Date.
Optional Cash Purchases
13. How are optional cash purchases made?
The option to make cash purchases is available to you at
the time of joining the Plan by properly completing and signing
an Enrollment Card. If you wish to enroll in the "Optional Cash
Purchases Only" feature of the Plan, a check or money order
payable to "USBANCORP, Inc." covering your first optional cash
purchase must accompany your Enrollment Card. Do not send cash.
Thereafter, additional optional cash purchases may be made
through the use of the form sent to you with each periodic
statement described in the response to Question 19.
Each optional cash payment made by you must be at least
$10 (except for a nonshareholder making his or her initial cash
purchase, in which case the payment must be at least $100), and
such payments cannot, in any one calendar month, exceed a total
of $2,000. At the Corporation's discretion, amounts received by
U.S. Bank which exceed the maximum monthly amount will be either
returned to participants or held by U.S. Bank, without interest,
until the next available Investment Date, unless you request a
return of such amounts in accordance with the response to
Question 15. The same amount of money need not be sent each
calendar month and there is no obligation to make any additional
optional cash purchases after enrollment in the Plan.
Optional cash payments received from foreign participants
must be in U.S. Dollars.
14. When will optional cash payments received be invested?
Optional cash payments received from you at least five
business days prior to an Investment Date will be applied to the
purchase of shares of Common Stock for your account on such
Investment Date. Any optional cash payment received less than
five business days prior to an Investment Date will be applied to
the purchase of shares of Common Stock for your account on the
next following Investment Date unless you request in writing that
your optional cash payment be returned. Under no circumstances
will interest be paid on optional cash payments. Therefore,
although optional cash payments may be made at any time, you are
strongly urged to make optional cash payments shortly before an
Investment Date. However, you should allow sufficient time to
ensure that an optional cash payment is received by U.S. Bank at
least five business days prior to an Investment Date.
15. Under what circumstances will optional cash payments be
returned?
Your uninvested optional cash payments will be returned
to you upon written request received by U.S. Bank at least two
business days prior to an Investment Date.
Expenses
16. Are there any expenses to participants in connection with
purchases of Common Stock under the Plan?
No. Participants will incur no brokerage commissions or
other charges for purchases under the Plan. All expenses of
administration of the Plan are paid by the Corporation. However,
if you request U.S. Bank to sell your shares in the event of
withdrawal from the Plan as explained in the response to
Question 26, you must pay any brokerage commission and any
applicable transfer tax incurred.
Federal Income Tax Consequences to Participants
17. What are the Federal income tax consequences of
participation in the Plan?
(A) Reinvested Dividends.
In the case of reinvested dividends, when shares are
acquired for a participant's account directly from the
Corporation, the participant will be considered to have received
a dividend equal to the fair market value of the shares purchased
(i.e., the number of shares purchased on his behalf multiplied by
the fair market value per share on the Investment Date). The tax
basis of such shares will also equal the fair market value of the
shares on the Investment Date. The holding period of such shares
will begin on the day following the Investment Date.
In the case of reinvested dividends, when shares are
acquired for a participant's account on the open market, the
participant will be considered to have received a dividend equal
to (i) the amount of cash used to purchase shares on his behalf
(i.e., the number of shares so purchased multiplied by the
average price per share paid by U.S. Bank), plus (ii) that
portion of the brokerage commissions and other service charges
paid by the Corporation which are attributable to such shares.
The tax basis of such shares will also equal the amount of cash
used to purchase the shares plus the allocable portion of the
brokerage fees and other service charges paid by the Corporation.
The holding period of such shares will begin on the day following
the date on which the shares are credited to the participant's
account.
(B) Optional Cash Payments.
In the case of shares acquired directly from the
Corporation with optional cash payments, a participant will be
considered to have received a dividend equal to the amount of the
excess of the fair market value of the purchased shares on the
Investment Date over the amount of the optional cash payment.
The tax basis of such shares will equal the amount of such excess
plus the amount of the optional payment. The holding period of
such shares will begin on the day following the Investment
Date.
In the case of shares acquired on the open market with
optional cash payments, a participant will be considered to have
received a dividend equal to (i) the excess of the amount of cash
used to purchase shares on the participant's behalf over the
amount of the optional cash payment plus (ii) that portion of the
brokerage commissions and other service charges paid by the
Corporation which are attributable to such shares. The tax basis
of such shares will equal the sum of (i) the amount of such
excess, (ii) the amount of the optional payment, and (iii) the
allocable portion of the brokerage fees and other service charges
paid by the Corporation. The holding period of such shares will
begin on the day following the date on which the shares are
credited to the participant's account.
(C) Additional Information.
The foregoing discussion assumes that the Corporation
will, from time to time, have earnings and profits (for federal
tax purposes) in excess of its distributions to shareholders, and
such is expected to be the case.
The dividend income received by a corporate shareholder
generally is eligible for a 70% dividends-received deduction if
the shares are held for more than 45 days. The allowance of the
dividends-received deduction, however, is limited when the
corporate shareholder incurs any debt which is directly
attributable to an investment in such stock.
A participant will not realize any taxable income upon
the receipt of certificates for whole shares credited to the
participant's account under the Plan, either upon the
participant's request for certificates for certain of those
shares or upon withdrawal from or termination of the Plan. A
participant who receives, upon withdrawal from or termination of
the Plan, a cash adjustment for a fractional share credited to
the participant's account, however, will realize a gain or loss.
Gain or loss will also be realized by the shareholder upon the
sale or exchange of shares after withdrawal from the Plan. The
amount of such gain or loss will be the difference between the
amount which the shareholder receives for each whole or
fractional share, and the shareholder's tax basis therefor. Any
such gain or loss will be a capital gain or loss if the shares
sold were held as a capital asset. Such capital gain or loss
will be long-term if the participant held the shares sold for
more than one year, and otherwise will be short-term.
The foregoing discussion is only a brief summary of
certain federal income tax provisions applicable to participation
in the Plan based on current law and is for general information
only. It is not a complete enumeration or analysis of all the
tax consequences of participating in the Plan and may not
describe the tax consequences to a particular participant in
light of individual circumstances. The law and interpretational
authorities on which such summary is based are subject to change
at any time, which could change the tax consequences described
above. Accordingly, participants are urged to consult their own
tax advisors for advice relating to the federal, state, local and
foreign tax consequences of participation in the Plan.
18. How are income tax withholding provisions applied to foreign
shareholders?
A foreign shareholder who is a participant and whose
dividends are subject to United States income tax withholding
will have the amount of the tax to be withheld deducted from such
dividends before reinvestment in additional shares for such
participant's Plan account. The statements confirming purchases
made for a foreign participant will indicate that tax has been
withheld.
Reports to Participants
19. What reports will be sent to participants in the Plan?
As soon as practical after each purchase of Common Stock
under the Plan for your account, and normally within 15 business
days following the Investment Date, a statement of account will
be mailed to you. These statements are your continuing record of
current activity and the cost of your purchases and should be
retained for tax purposes. In addition, you will receive copies
of communications sent to all holders of the Corporation's Common
Stock, including the Corporation's Quarterly Reports and Annual
Report to Shareholders, the Notice of Annual Meeting and Proxy
Statement in connection with its annual meeting of shareholders,
and information you will need for reporting your dividend income
for Federal income tax purposes.
The statements of account will show quarterly the price
per share to be used in determining the tax basis of the Common
Stock purchased in that quarter with reinvested dividends and any
optional cash payments to the Plan. An Internal Revenue Service
form (Form 1099) will be mailed to participants at or shortly
after year-end showing the total amount of dividend income to be
reported by each participant and the total amount of tax, if any,
withheld.
Dividends
20. Will participants be credited with dividends on shares held
in their accounts under the Plan.
Yes. Dividends on all shares of Common Stock, including
fractional shares, credited to your Plan account, whether such
shares were purchased with reinvested dividends on Common Stock
held by you or with optional cash payments, will be automatically
reinvested in additional shares of Common Stock until such shares
are withdrawn from your Plan account.
Certificates for Shares
21. Will certificates be issued for shares purchased?
No. Certificates will not be issued to you for shares
credited to your Plan account unless (i) you request U.S. Bank in
writing to do so, whether upon termination of your participation
in the Plan or otherwise, or (ii) the Plan is terminated. This
service eliminates the need for safekeeping by you to protect
against loss, theft, or destruction of stock certificates.
At any time, you may request in writing that U.S. Bank
send you a certificate for all or part of the whole shares
credited to your Plan account. This request should be mailed to
U.S. Bank at the address set forth in the response to Question 7.
Any remaining whole and fractional shares will continue to be
credited to your Plan account. Certificates for fractional
shares will not be issued under any circumstances. Certificates
for whole shares credited to your Plan account will normally be
issued within 10 business days of receipt by U.S. Bank of your
written request, except that no certificates will be issued
between the record date and the payment date of any dividend.
Shares purchased through the Plan will be credited to
your Plan account, but they will not be registered in your name.
Instead, such shares will be registered in the name of U.S.
Bank's nominee. The number of shares credited to your Plan
account will be shown on the periodic statement of your
account.
22. In whose name will certificates be registered when issued to
participants?
Plan accounts are maintained for shareholders in the name
in which your shares are registered at the time you enroll in the
Plan, and for nonshareholders in the name set forth on the
initial Enrollment Card sent to U.S. Bank. Consequently,
certificates for whole shares purchased under the Plan will be
similarly registered when issued to you upon your request.
23. May shares in a Plan account be pledged?
No. Shares credited to your account may not be pledged
or assigned and any such purported pledge or assignment shall be
void. If you wish to pledge or assign such shares, you must
withdraw such shares from your Plan account.
Termination of Participation in the Plan
078 How does a participant terminate participation in the Plan?
You may terminate participation in the Plan by directing
U.S. Bank in writing at any time to discontinue the reinvestment
of your dividends on Common Stock and to distribute to you the
whole shares of Common Stock credited to your Plan account (with
respect to the withdrawal of shares, see the response to
Question 26). This notice should be mailed to U.S. Bank at the
address set forth in the response to Question 7.
In the alternative, you may elect to discontinue the
reinvestment of your dividends only on Common Stock held of
record in your name, and to retain any or all shares credited to
your Plan account in such account. Dividends on shares of Common
Stock retained in your Plan account will continue to be
reinvested.
After initial enrollment in the Optional Cash Purchase
Only option, you are never obligated to make optional cash
purchases. Optional cash purchases may be made even after you
have elected to discontinue the reinvestment of your dividends on
Common Stock.
25. When may a participant terminate participation in the Plan?
You may terminate your participation in the "Full Common
Stock Dividend Reinvestment" option under the Plan at any time.
If your notice to discontinue reinvestment is received by U.S.
Bank at least ten business days before the record date for the
cash dividend, the next dividend will be paid to you in cash. If
your notice to discontinue reinvestment is received by U.S. Bank
less than ten business days before the record date for the cash
dividend, the next dividend will be reinvested for your account.
Thereafter, all of your dividends on Common Stock will be paid to
you in cash unless you elect to enroll in the dividend
reinvestment option of the Plan again, which you may do at any
time.
Any optional cash payment which has been received by U.S.
Bank prior to receipt of a notice to discontinue dividend
reinvestment will be invested in accordance with the Plan unless
return of payment is expressly requested in a notice received at
least two business days prior to an Investment Date.
Withdrawal of Shares in Plan Accounts
26. How does a participant withdraw shares purchased under the
Plan?
You may withdraw all or a portion of the shares of Common
Stock credited to your Plan account by notifying U.S. Bank in
writing, specifying the number of shares to be withdrawn. This
notice should be mailed to U.S. Bank at the address set forth in
the response to Question 7. Certificates for whole shares of
Common Stock so withdrawn will be issued to you as soon as
practicable after receipt of your written request. In no case
will certificates for fractional shares be issued. After you
withdraw shares of Common Stock from your Plan account, cash
dividends on such shares will continue to be reinvested in
accordance with the Plan if you are enrolled under the "Full
Common Stock Dividend Reinvestment" option of the Plan or, if
not, will be paid to you in cash.
You may, if you wish, also request that all or a portion of
the shares, both whole and fractional, credited to your Plan
account, be sold. Such request must be in writing and signed by
each person in whose name the Plan account appears. If such sale
is requested, U.S. Bank will, as soon as practicable after
receiving the request, place a sale order for your account
through a broker. You will receive a check for the proceeds of
the sale less any brokerage commission and any applicable
transfer tax incurred.
27. What happens to any fractional share when you direct U.S.
Bank to sell, or otherwise withdraw, all shares from your
Plan account?
Any fractional share in your Plan account will be sold by
U.S. Bank and a cash payment for the sale price thereof less any
transfer tax and brokerage commissions incurred, together with
any certificates for whole shares, will be mailed to you.
Other Information
28. What happens when you sell or transfer all of the Common
Stock held of record in your name?
If you dispose of all Common Stock held of record in your
name, the dividends on the shares credited to your Plan account
(held of record in the name of U.S. Bank's nominee) will continue
to be reinvested until you notify U.S. Bank that you wish to
withdraw all shares of Common Stock credited to your Plan
account.
29. What happens when you sell or transfer some but not all
of the Common Stock held of record in your name?
If you are reinvesting the dividends on the shares of
Common Stock registered in your name and you dispose of a portion
of such shares, the Corporation will continue to reinvest the
dividends on the remainder of the shares which are registered in
your name and the shares credited to your Plan account.
30. What happens if the Corporation declares a stock dividend or
a stock split?
Shares of Common Stock distributed by the Corporation
pursuant to a stock dividend or a stock split with respect to
shares of Common Stock credited to your Plan account will be
added to your account.
Shares distributed pursuant to a stock dividend or a stock
split with respect to shares of Common Stock registered in your
name will be mailed to you.
31. How will a participant's shares held by U.S. Bank be voted
at shareholders' meetings?
Shares held by U.S. Bank for you will be voted as you
direct. A proxy card will be sent to you by the Corporation's
Board of Directors in connection with any annual or special
meetings of shareholders, as in the case of shareholders not
participating in the Plan. This proxy will apply to all shares
credited to your Plan account and if properly signed, will be
voted in accordance with the instructions that you give on the
proxy card.
As in the case of shareholders not participating in the
Plan, if no instructions are indicated on a properly signed and
returned proxy card, all of the shares credited to your Plan
account will be voted in accordance with the recommendations of
the Corporation's management, unless otherwise provided on such
card. If the proxy card is not returned or is returned unsigned,
your shares would be voted only if you or your duly appointed
representative vote in person at the meeting.
32. What is the responsibility of the Corporation and U.S. Bank
under the Plan?
The Corporation and U.S. Bank, in administering the Plan,
will not be liable for any act done in good faith or as required
by applicable securities laws, or for any good faith omission to
act, including, without limitation, any claim of liability
arising out of failure to terminate a participant's account upon
such participant's death prior to receipt of notice in writing of
such death, or any claim with respect to the timing or the price
of any purchase or sale of shares purchased for your account, or
with respect to any fluctuation in the market value after the
purchase and sale of shares.
Participants should recognize that neither the Corporation
nor U.S. Bank can assure them of a profit or protect them against
a loss on shares purchased or sold under the Plan.
33. May the Plan be changed or discontinued?
The Corporation reserves the right to suspend or terminate
the Plan at any time, including the period between a dividend
record date and the related dividend payment date. The
Corporation also reserves the right to make modifications to the
Plan. Participants will be notified of any such suspension,
termination or modification. Upon a termination of the Plan,
except in the circumstances described below, any uninvested
optional cash payments will be returned, a certificate for whole
shares credited to your Plan account will be issued, and a cash
payment will be made for any fractional share credited to your
account.
In the event the Corporation terminates the Plan for the
purpose of establishing another dividend reinvestment and Common
Stock purchase plan, participants in the Plan will be enrolled
automatically in such other plan and shares credited to their
Plan account will be credited automatically to such other plan,
unless notice is received to the contrary.
The intended purpose of the Plan precludes any person,
organization or other entity from establishing a series of
related accounts for the purpose of conducting arbitrage
operations or exceeding the voluntary cash payment limit. The
Corporation accordingly reserves the right to modify, suspend or
terminate participation by a shareholder who the Corporation
determines is using the Plan for purposes inconsistent with the
intended purpose of the Plan.
34. How may shareholders obtain answers to other questions
regarding the Plan?
Any additional questions should be addressed to:
United States National Bank
Trust Department, Shareholder Services
P.O. Box 520
Johnstown, PA 15907-05020
(814) 533-5129
35. How is the Plan to be interpreted?
The Plan, the Enrollment Card, and the participants'
accounts shall be governed by and construed in accordance with
the laws of the Commonwealth of Pennsylvania and applicable state
and federal securities laws, and cannot be modified orally. Any
question of interpretation arising under the Plan will be
determined by the Corporation and any such determination will be
final.
The Corporation may adopt rules and regulations to
facilitate the administration of the Plan.
36. What are some of the responsibilities for participants?
You will have no right to draw checks or drafts against your
Plan account or to give instructions to U.S. Bank with respect to
any shares of Common Stock or cash held therein except as
expressly provided herein.
You should notify U.S. Bank promptly in writing of any
change of address. Notices to participants will be given by
letter addressed to them at their last address of record with
U.S. Bank under the Plan.
USE OF PROCEEDS
The Corporation does not know precisely the number of shares
of its Common Stock that it will ultimately sell under the Plan
or the prices at which those shares will be sold. The
Corporation intends to apply proceeds from the sale of shares
pursuant to the Plan to general corporate purposes.
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Corporation currently
consists of 12,000,000 shares of Common Stock, and
2,000,000 shares of preferred stock without par value ("Preferred
Stock"). As of June 30, 1994, there were 4,745,247 shares of
Common Stock issued and outstanding. All 552,000 shares of the
Corporation's Series A $2.125 Cumulative Convertible Non-Voting
Preferred Stock issued and outstanding at December 31, 1992 were
redeemed in the second quarter of 1993. As of June 30, 1994,
there are no other shares of capital stock of the Corporation
authorized, issued or outstanding. The Corporation has no
warrants, options, rights, convertible securities or other
capital stock equivalents which obligation the Corporation to
issue its securities which are authorized, issued or outstanding,
except for the (i) 269,024 shares reserved for issuance under the
Plan; (ii) 116,834 shares reserved for issuance under the
Corporation's Incentive Stock Option Plan and (iii) rights
associated with the Company's Shareholder Rights Plan. See
"Shareholder Rights Plan" below.
Preferred Stock
The Corporation's Board of Directors has the authority to
issue Preferred Stock from time to time as a class without a
series, or in one or more series. The Preferred Stock may be
issued with such voting, dividend, redemption, sinking fund,
conversion, exchange, liquidation and other rights as shall be
determined by resolution of the Board of Directors, without the
approval of the holders of the Common Stock. All shares of one
series must be identical, and all series will rank equally except
with respect to the rights particular to each series fixed by the
Board of Directors. The Preferred Stock will have a preference
over the Common Stock as to the payment of dividends, as to the
right to distribution of assets upon redemption of shares or upon
liquidation of the Corporation, or as to both dividends and
assets, and such other preferences as may be fixed by the
Corporation's Board of Directors.
There is currently no class of Preferred Stock issued and
outstanding.
Common Stock
Dividends
The holders of the Common Stock are entitled to share
ratably in dividends when and if declared by the Board of
Directors from funds legally available therefor, subject to the
preferences which may be granted to holders of the Preferred
Stock.
Voting Rights
Each holder of the Common Stock has one vote for each
share held on matters presented for consideration by the
shareholders, except that shareholders are entitled to cumulate
their votes with respect to the election of directors.
Classification of Board of Directors
The Board of Directors is divided into three classes,
each serving three-year terms, so that approximately one-third of
the directors of the Corporation are elected at each annual
meeting of the shareholders of the Corporation. Classification
of the Board of Directors has the effect of decreasing the number
of directors that could be elected in a single year by any person
who seeks to elect its designees to a majority of the seats on
the Board of Directors and thereby could impede a change in
control of the Corporation.
Preemptive Rights
The holders of the Common Stock have no preemptive rights
to acquire any additional shares of the Common Stock.
Issuance of Stock
The Corporation's articles of incorporation authorize the
Board of Directors to issue authorized shares of the Common Stock
and the Preferred Stock without shareholder approval. However,
the Common Stock is included for quotation on the NASDAQ/NMS,
which requires shareholder approval of the issuance of additional
shares of the Common Stock or securities convertible into the
Common Stock if the issuance of such securities (i) is in
connection with the acquisition of a company, is not in
connection with a public offering for cash, and the securities
issued have or will have voting power equal to or in excess of
20% of the voting power outstanding before such issuance, (ii) is
in connection with the acquisition of a company in which a
director, officer or substantial shareholder of the Corporation
has a 5% or greater interest and the issuance of the securities
could result in an increase in outstanding common stock or voting
power of 5% or more, (iii) is in connection with a transaction
other than a public offering at a price less than the greater of
book or market value, and will equal 20% or more of the common
stock or 20% or more of the voting power outstanding before
issuance, or (iv) would result in a change in control of the
Corporation. Under NASDAQ/NMS rules, shareholder approval is
also required for the establishment of a stock option or purchase
plan in which stock may be acquired by officers and directors
other than a broadly-based plan in which other security holders
of the Corporation or employees of the Corporation
participate.
Liquidation Rights
In the event of liquidation, dissolution or winding-up of
the Corporation, whether voluntary or involuntary, the holders of
Common Stock will be entitled to share ratably in any of its
assets or funds that are available for distribution to its
shareholders after the satisfaction of its liabilities (or after
adequate provision is made therefor) and after payment of any
liquidation preferences of any outstanding Preferred Stock.
Shareholder Rights Plan
Each share of the Common Stock has attached to it one
right (a "Right") issued pursuant to a Shareholder Protection
Rights Agreement, dated November 10, 1989 (the "Rights
Agreement"). Each Right will initially entitle a holder to buy
one-tenth of a share of the Corporation's Series B Preferred
Stock at a price of $40.00, subject to adjustment (the "Exercise
Price"). The Rights become exercisable if a person, group or
other entity acquires or announces a tender offer for 20% or more
of the Common Stock. They can also be exercised if a person or
group who has become a beneficial owner of at least 10% of the
Common Stock is declared by the Corporation's Board of Directors
to be an "adverse person" (as defined in the Rights Agreement).
Under the Rights Agreement, any person, group or entity will be
deemed a beneficial owner of the Common Stock if such person,
group or entity would be deemed to beneficially own the Common
Stock under the rules of the Securities and Exchange Commission
which generally require that such person, group or entity have,
or have the right to acquire within sixty (60) days, voting or
dispositive power with respect to the Common Stock; provided,
however, that the Rights Agreement excludes from the definition
of beneficial owner, holders of revocable proxies, employee
benefit plans of the Corporation or its subsidiaries and
USBANCORP Trust Company. After the Rights become exercisable,
the Rights (other than rights held by a 20% beneficial owner or
an "adverse person") will entitle the holders to purchase, under
certain circumstances, either Common Stock or common stock of the
potential acquiror having a value equal to twice the Exercise
Price. The Corporation is generally entitled to redeem the
Rights at $.01 per Right at any time until the twentieth business
day following public announcement that a 20% position has been
acquired or the Board of Directors has designated a holder of the
Common Stock an adverse person. The Rights expire on
November 10, 1994. The Rights Agreement may have the effect of
deterring or discouraging a nonnegotiated tender or exchange
offer for the Corporation, the acquisition of a large block of
the Common Stock and the removal of the Corporation's
management.
Change In Control
Pennsylvania Law
The Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), contains certain provisions applicable to
the Corporation which may have the effect of impeding a change in
control of the Corporation. These provisions, among other
things, (1) require that, following any acquisition by any person
or group of 20% of a public corporation's voting power, the
remaining shareholders have the right to receive payment for
their shares, in cash, from such person or group in an amount
equal to the "fair value" of their shares, including an increment
representing a proportion of any value payable for acquisition of
control of the corporation; and (2) prohibit for five years after
an interested shareholder's acquisition date, a "business
combination" (which includes a merger or consolidation of the
corporation or a sale, lease or exchange of assets having a
minimum specified aggregate value or representing a minimum
specified percentage earning power or net income of the
corporation) with a shareholder or group of shareholders
beneficially owning 20% or more of a public corporation's voting
power.
In April 1990, the Pennsylvania legislature further
amended the BCL to expand the antitakeover protections afforded
by Pennsylvania law by redefining the fiduciary duty of directors
and adopting disgorgement and control-share acquisition statutes.
To the extent applicable to the Corporation at the present time,
this legislation generally (1) expands the factors and groups
(including shareholders) which the Board of Directors can
consider in determining whether a certain action is in the best
interests of the Corporation; (2) provides that the Board of
Directors need not consider the interests of any particular group
as dominant or controlling; (3) provides that the directors, in
order to satisfy the presumption that they have acted in the best
interests of the Corporation, need not satisfy any greater
obligation or higher burden of proof with respect to actions
relating to an acquisition or potential acquisition of control;
(4) provides that actions relating to acquisitions of control
that are approved by a majority of "disinterested directors" are
presumed to satisfy the directors' standard unless it is proven
by clear and convincing evidence that the directors did not
assent to such action in good faith after reasonable
investigation; and (5) provides that the fiduciary duty of the
directors is solely to the Corporation and may be enforced by the
Corporation or by a shareholder in a derivative action, but not
by a shareholder directly. One of the effects of the new
fiduciary duty provisions may be to make it more difficult for a
shareholder to successfully challenge the actions of the Board of
Directors in a potential change in control contest. The
legislation provided a time frame during which companies could
elect not to be covered by the disgorgement and control-share
acquisition statute. The Corporation opted out of coverage of
the disgorgement and control-share acquisition statute pursuant
to a By-law amendment. The legislation contains no express or
implied mechanism for reversing the election although it may be
legally permissible to reverse this action. The Corporation has
no intention of taking any action to reverse its election.
Federal Law
The Federal Change in Bank Control Act of 1978, as
amended, prohibits a person or group of persons from acquiring
"control" of a bank holding company unless the Federal Reserve
Board has been given 60 days' prior written notice of such
proposed acquisition and, within that time period, the Federal
Reserve Board has not issued a notice disapproving the proposed
acquisition or extending, for up to another 30 days, the period
during which such a disapproval may be issued. An acquisition
may be made prior to the expiration of the disapproval period if
the Federal Reserve Board issues written notice of its intent not
to disapprove the action.
Under a rebuttable presumption established by the Federal
Reserve Board, the acquisition of more than 10% of a class of
voting stock of a bank holding company with a class of securities
registered under Section 12 of the Exchange Act would, under the
circumstances set forth in the presumption, constitute the
acquisition of control.
In addition, any "company" would be required to obtain
the approval of the Federal Reserve Board under the BHCA before
acquiring 25% (5% in the case of an acquiror that is a bank
holding company) or more of the outstanding shares of the Common
Stock, or such lesser number of shares as constitute control over
the Corporation.
EXPERTS
The consolidated financial statements of the Corporation
and its subsidiaries as of December 31, 1993, and 1992,
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement, have been audited by Arthur Andersen &
Co., independent public accountants, as indicated in their report
with respect thereto, and are included herein in reliance upon
the authority of said firm as experts in giving said reports.
The financial statements incorporated in this Prospectus by
reference to the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1991 have been so incorporated in
reliance on the report of Price Waterhouse, independent
accountants, given on the authority of said firm as experts in
auditing and accounting.
With respect to the unaudited interim financial
information for the quarters ended March 31, 1994 and June 30,
1994, Arthur Andersen & Co. has applied limited procedures in
accordance with professional standards for a review of that
information. However, their separate reports thereon state that
they did not audit and they do not express an opinion on that
interim financial information. Accordingly, the degree of
reliance on their reports on that information should be
restricted in light of the limited nature of the review
procedures applied. In addition, the accountants are not subject
to the liability provisions of Section 11 of the Securities Act
of 1933 for their report on the unaudited interim financial
information because that report is not a "report" or a "part" of
the registration statement prepared or certified by the
accountants within the meaning of Sections 7 and 11 of the
Act.
LEGAL OPINIONS
The validity of the shares of Common Stock of the
Corporation offered hereby has been passed upon for the
Corporation by Letson, Jarrett & Rosenberg.
INDEMNIFICATION
Under provisions of the Corporation's By-laws, directors,
officers, agents and employees of the Corporation are entitled to
be indemnified to the fullest extent permitted by the BCL in
connection with any actual or threatened lawsuit or proceeding
arising out of their service to the Corporation or to another
organization at the request of the Corporation, or because of
their positions with the Corporation. Pennsylvania law provides
that a Pennsylvania corporation may indemnify directors,
officers, employees, and agents of the corporation against
liabilities they may incur in such capacities for any action
taken or any failure to act, whether or not the corporation would
have the power to indemnify the person under any provision of
law, unless such action or failure to act is determined by a
court to have constituted recklessness or willful misconduct.
With respect to possible indemnification of directors, officers,
and controlling persons of the Corporation for liabilities
arising under the Securities Act of 1933 pursuant to such
provisions, the Corporation has been informed that in the opinion
of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. <PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Other expenses of issuance and distribution of the shares
being registered are as follows:
Printing Costs $ 5,700
Accounting fees and expenses 500
Legal fees and expenses 6,300
Miscellaneous expenses 3,000
TOTAL $15,500
Item 15. Indemnification of Directors and Officers
Under provisions of the Corporation's By-laws, directors,
officers, agents and employees of the Corporation are entitled to
be indemnified to the fullest extent permitted by the BCL in
connection with any actual or threatened lawsuit or proceeding
arising out of their service to the Corporation or to another
organization at the request of the Corporation, or because of
their positions with the Corporation. Pennsylvania law provides
that a Pennsylvania corporation may indemnify directors,
officers, employees, and agents of the corporation against
liabilities they may incur in such capacities for any action
taken or any failure to act, whether or not the corporation would
have the power to indemnify the person under any provision of
law, unless such action or failure to act is determined by a
court to have constituted recklessness or willful misconduct.
The Corporation has purchased a liability insurance
policy which insures the Corporation, under certain
circumstances, in the event it indemnifies a director or officer
of the Corporation or a subsidiary pursuant to the provisions of
the By-laws of the Corporation or otherwise, or advances costs
(including the cost of defending any action) incurred by
directors or officers in their capacity as such.
Item 16. Exhibits
4.1 Articles of Incorporation of USBANCORP, Inc.
4.2 Bylaws of USBANCORP, Inc.
4.3 Shareholder Protection Rights Agreement, dated as
of November 10, 1989, between USBANCORP, Inc. and
United States National Bank in Johnstown, as
Rights Agent (incorporated by reference to
Exhibit 4.3 to Form S-2, 33-56684).
5 Opinion of Letson, Jarrett & Rosenberg as to the
validity of the Common Stock being registered.*
15 Letter of Arthur Andersen & Co. re: use of report
on unaudited interim financial statements.
23.1 Consent of Letson, Jarrett & Rosenberg (included in
Exhibit 5 herein).*
23.2 Consent of Arthur Andersen & Co.
23.3 Consent of Price Waterhouse.*
24 Power of Attorney.*
99.1 Form of Enrollment Card.
____________________
* Previously filed.
Item 17. Undertakings
1. Rule 415 Offering: The undersigned registrant hereby
undertakes:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement: (i) to include any prospectus required
by Section 10(a)(3) of the Securities Act of 1933, (ii) to
reflect in the prospectus any fact or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement; (iii) to include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement. Provided, however, that paragraphs (a)(i) and (a)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Corporation pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(b) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) To remove from registration by means of a post-
effective amendment any of the securities being registered which
remain unsold at the termination of the offering.
2. Filings Incorporating Subsequent Exchange Act Documents
by Reference: The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on
Form S-3 and has duly caused this Post-Effective Amendment No. 1
to this Registration Statement on Form S-3 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City
of Johnstown, Commonwealth of Pennsylvania on July 21, 1994.
USBANCORP, INC.
By /s/ Terry K. Dunkle
Terry K. Dunkle
Chairman, President and Chief
Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated as of July 21, 1994.
Signature Title
/s/ Terry K. Dunkle Chairman, President and
Terry K. Dunkle Chief Executive Officer
(Principal Executive Officer)
ORLANDO B. HANSELMAN* Executive Vice President,
Orlando B. Hanselman Treasurer and Chief Financial
Officer (Principal Financial
and Accounting Officer)
JEROME M. ADAMS* Director
Jerome M. Adams
ROBERT A. ALLEN* Director
Robert A. Allen
CLIFFORD A. BARTON* Director
Clifford A. Barton
Director
Michael F. Butler
Director
Louis Cynkar
Director
James L. Dewar
Director
James M. Edwards, Sr.
RICHARD W. KAPPEL* Director
Richard W. Kappel
JOHN H. KUNKLE, JR.* Director
John H. Kunkle, Jr.
JAMES F. O'MALLEY* Director
James F. O'Malley
FRANK J. PASQUERILLA* Director
Frank J. Pasquerilla
Director
Jack Sevy
THOMAS C. SLATER* Director
Thomas C. Slater
JAMES C. SPANGLER* Director
James C. Spangler
KENNETH J. TYSON* Director
Kenneth J. Tyson
W. HARRISON VAIL* Director
W. Harrison Vail
ROBERT L. WISE* Director
Robert L. Wise
*By /s/ Terry K. Dunkle
Terry K. Dunkle
Attorney-in-Fact
<PAGE>
EXHIBIT INDEX
Exhibits No. Description
4.1 USBANCORP, Inc. Articles of Incorporation
4.2 Bylaws of USBANCORP, Inc.
15 Letter of Arthur Andersen & Co. re: use
of report on unaudited interim financial
statements.
23.2 Consent of Arthur Andersen & Co.
99.1 Form of Enrollment Card.
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Articles of
Incorporation
Domestic Business Corporation
In compliance with the requirements of section 204 of the
Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P.
S. Section 1204) the undersigned, desiring to be incorporated as
a business corporation, hereby certifies (certify) that:
1. The name of the corporation is:
USBANCORP, Inc.
2. The location and post office address of the initial
registered office of the corporation in this Commonwealth is:
Main and Franklin Streets, Johnstown, Pennsylvania 15901
3. The corporation is incorporated under the Business
Corporation Law of the Commonwealth of Pennsylvania for the
following purpose or purposes: The corporation shall have
unlimited power to engage in and do any lawful act concerning any
or all lawful business for which corporations may be incorporated
under such Law.
4. The term for which the corporation is to exist is:
perpetual.
5. The aggregate number of shares which the corporation shall
have authority to issue is: 3,000,000 shares of common stock
having a par value of $2.50 per share.
6. The name(s) and post office address(es) of each
incorporator(s) and the number and class of shares subscribed by
such incorporator(s) is (are):
NUMBER AND
ADDRESS CLASS OF
NAME (including street and number, if any) SHARES
John N. Crichton 786 Viewmont Avenue 400
Johnstown, PA 15905
William R. Horner R.D. 1, Box 139 400
Johnstown, PA 15906
Richard H. Mayer R.D. 5, Box 372 400
Johnstown, PA 15905
Gerald R. Mock 1707 Baumgardner Avenue 400
Windber, PA 15963
Frank J. 945 Menoher Blvd. 400
Pasquerilla Johnstown, PA 15905
IN TESTIMONY WHEREOF, in incorporator(s) has (have) signed
and sealed these Articles of Incorporation this 26th day of
April, 1982.
/s/ Gerald R. Mock (SEAL) /s/ John N. Crichton (SEAL)
/s/ William R. Horner (SEAL) /s/ Frank J. Pasquerilla(SEAL)
/s/ Richard H. Mayer (SEAL)
INSTRUCTIONS FOR COMPLETION OF FORM:
A. For general instructions relating to the incorporation of
business corporations see 19 Pa. Code Ch. 35 (relating to
business corporations generally). These instructions relate
to such matters as corporate name, stated purposes, term of
existence, authorized share structure and related authority
of the board of directors, inclusion of names of first
directors in the Articles of Incorporation, optional
provisions on cumulative voting for election of directors,
etc.
B. One or more corporations or natural persons of full age may
incorporate a business corporation.
C. Optional provisions required or authorized by law may be
added as Paragraphs 7, 8, 9 . . . etc.
D. The following shall accompany this form:
(1) Three copies of Form DSCB:BCL-206 (Registry Statement
Domestic or Foreign Business Corporation).
(2) Any necessary copies of Form DSCB:17.2 (Consent to
Appropriation of Name) or Form DSCB:17.3 (Consent to
Use of Similar Name).
(3) Any necessary governmental approvals.
E. BCL Section 205 (15 Pa. S. Section 1205) requires that the
incorporators shall advertise their intention to file or the
corporation shall advertise the filing of articles of
incorporation. Proofs of publication of such advertising
should not be delivered to the Department, but should be
filed with the minutes of the corporation.
<PAGE>
Articles of Amendment-
Domestic Business Corporation
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
_________________________________________________________________
In compliance with the requirements of Section 806 of the
Business Corporation Law, Act of May 5, 1933, P.L. 364, 15 P.S.
Section 1806, the undersigned corporation, desiring to amend its
Articles, does hereby certify that:
1. The name of the corporation is USBANCORP, INC.
2. The location of its registered office in this Commonwealth
is (the Department of State is hereby authorized to correct the
following statement to conform to the records of the Department):
Main and Franklin Streets, Johnstown, Pennsylvania 15901.
3. The statute by or under which it was incorporated is the
Business Corporation Law, Act of May 5, 1933, P.L. 364.
4. The date of its incorporation is May 3, 1982.
5. The meeting of the shareholders of the corporation at
which the amendment was adopted was held at the time and place
and pursuant to the kind and period of notice herein stated.
Time: The twenty-third (23rd) day of April, 1985.
Place: Executive Offices of USBANCORP, Inc., Main and
Franklin Streets, Johnstown, Pennsylvania.
Kind and period of notice: Written notice mailed on
March 29, 1985, by first class mail, postage prepaid, to all
shareholders entitled to vote.
6. At the time of the action of shareholders:
(a) The total number of shares outstanding was 1,101,712.
(b) The number of shares entitled to vote was 1,101,712.
7. In the action taken by the shareholders:
(a) The number of shares voted in favor of the amendment
was 638,500.
(b) The number of shares voted against the amendment was
85,442.
8. The amendment adopted by the shareholders, set forth in
full, is as follows:
FIFTH: The aggregate number of shares which the Corporation
shall have the authority to issue is 2,000,000 shares of
Preferred Stock, without par value, and 3,000,000 shares of
Common Stock of the par value of $2.50 per share.
A description of each class of shares and a statement of the
voting rights, designations, preferences, qualifications,
privileges, limitations, options, conversion rights, and
other special rights granted to or imposed upon the shares
of each class and of the authority vested in the Board of
Directors of the Corporation to establish series of
Preferred Stock or to determine the Preferred Stock will be
issued as a class without series and to fix and determine
the voting rights, designations, preferences and other
special rights of the Preferred Stock as a class or of the
series thereof are as follows:
(a) Preferred Stock may be issued from time to time as a
class without series or in one or more series. Each
series shall be designated by the Board of Directors so
as to distinguish the shares thereof from the shares of
all other series and classes. The Board of Directors
may by resolution from time to time divide shares of
Preferred Stock into series, or determine that the
Preferred Stock shall be issued as a class without
series, fix and determine the number of shares in a
series and the terms and conditions of the issuance of
the class or the series, and subject to the provisions
of this Article Fifth, fix and determine the rights,
preferences, qualifications, privileges, limitations
and other special rights, if any, of the class (if none
of such shares of the class have been issued) or of any
series so established, including but not limited to,
voting rights(which may be limited, multiple,
fractional or non-existent), the rate of dividend, if
any, and whether or to what extent, if any, such
dividends shall be cumulative (including the date from
which dividends shall be cumulative, if any), the price
at the terms and conditions on which shares may be
redeemed, if any, the preference and the amounts
payable on shares in the event of voluntary or
involuntary liquidation, sinking fund provisions for
the redemption or purchase of shares in the event
shares of the class or of any series are issued with
sinking fund provisions, and the terms and conditions
on which the shares of the class or of any series may
be converted in the event the shares of the class or of
any series are issued with the privilege of conversion.
(b) The holders of Common Stock shall have one vote per
share. The rights of the holders of Common Stock will
be subject to any rights and preferences pertaining to
any class of Preferred Stock or any series thereof to
the extent set forth in any resolution of the Board of
Directors fixing the terms thereof.
(c) Except as limited by the provisions of any series of
Preferred Stock or of the class if issued without
series, the Board of Directors may in its discretion,
at any time or from time to time, issue or cause to be
issued all or any part of the authorized and unissued
shares of Common Stock for consideration of such
character and value as the Board shall, from time to
time, fix or determine.
(d) The Board of Directors may, but need not, in connection
with the issuance of any fractional shares of any class
or series of any class of stock of the Corporation,
grant such fractional shares proportional voting
rights.
IN TESTIMONY WHEREOF, the undersigned corporation has caused
these Articles of Amendment to be signed by a duly authorized
officer and its corporate seal, duly attested by another such
officer, to be hereunto affixed this twenty-sixth (26th) day of
June, 1985.
Attest: USBANCORP, INC.
/s/ William R. Horner By: /s/ Gerald R. Mock
William R. Horner, Gerald R. Mock,
Secretary President
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATION BUREAU
Statement Affecting Class
or Series of Shares --
Domestic Business Corporation
_________________________________________________________________
In compliance with the requirements of section 602 of the
Business Corporation Law, act of May 5, 1933 (P. L. 364) (15 P.
S. Section 1602), the undersigned corporation, desiring to state
the voting rights, designations, preferences, qualifications,
privileges, limitations, options, conversion rights, and other
special rights, if any, of a class or series of a class of its
shares, hereby certifies that:
1. The name of the corporation is:
USBANCORP, Inc.
2. (Check and complete one of the following):
[ ] The resolution establishing and designating the class
or series of shares and fixing and determining the relative
rights and preferences thereof, set forth in full, is as follows:
[ X ] The resolution establishing and designating the class
or series of shares and fixing and determining the relative
rights and preferences thereof is set forth in full in Exhibit A
attached hereto and made a part hereof.
3. The aggregate number of shares of such class or series
established and designated by (a) such resolution, (b) all prior
statements, if any, filed under the Business Corporation Law with
respect thereto, and (c) any other provision of the Articles is
600,000 shares.
4. (Check and complete one of the following):
[ X ] The resolution was adopted by the Board of Directors
of the corporation at a duly called meeting held on the 1st day
of October, 1985.
[ ] The resolution was adopted by a consent or consents
in writing dated the ________ day of ___________, 19__, signed by
all of the Directors of the corporation and filed with the
Secretary of the corporation.
IN TESTIMONY WHEREOF, the undersigned corporation has caused
this statement to be signed by a duly authorized officer and its
corporate seal, duly attested by another such officer, to be
hereunto affixed this 23rd day of October, 1985.
USBANCORP, INC.
By: /s/ Gerald R. Mock
(SIGNATURE)
President
(TITLE: PRESIDENT, VICE
PRESIDENT, ETC.)
Attest: /s/ William R. Horner
(SIGNATURE)
Secretary
(TITLE: SECRETARY, ASSISTANT
SECRETARY, PRESIDENT, ETC.)
(CORPORATE SEAL)
EXHIBIT A
RESOLUTIONS OF THE BOARD OF DIRECTORS OF USBANCORP, INC.
ESTABLISHING THE SERIES A $2.125 CUMULATIVE CONVERTIBLE
NON-VOTING PREFERRED STOCK AND AUTHORIZING THE FILING OF SUCH
RESOLUTIONS WITH THE PENNSYLVANIA DEPARTMENT OF STATE TO OPERATE
AS AN AMENDMENT TO ARTICLE FIFTH OF THE ARTICLES OF INCORPORATION
RESOLVED, that there is hereby established a series of
preferred stock which is designated "Series A $2.125 Cumulative
Convertible Non-Voting Preferred Stock" (referred to herein as
"Series A Preferred Stock"). The number of shares which will
constitute such series shall be 600,000.
RESOLVED, that the Series A Preferred Stock shall be issued
subject to and containing the following terms and conditions:
A. Dividends. Holders of Series A Preferred Stock shall be
entitled to receive, when and as declared by the Board of
Directors, out of the funds of the Corporation legally available
therefor, cumulative cash dividends at the annual rate of Two
Dollars and Twelve and One-half Cents ($2.125) per share, payable
quarter- annually on the fifteenth day of February, May, August
and November, commencing February 15, 1986. Cash dividends on
the Series A Preferred Stock shall commence to accrue and shall
be cumulative from the date of the original issue of each share
of this Series. No provision in the Article shall be deemed to
preclude the Corporation from paying a dividend of less than one
quarter of the annual dividend on any such dividend payment date,
provided that any partial payment is paid pro rata to all holders
of the Series A Preferred Stock and provided that the balance of
such dividend accrues and is cumulative.
As long as any shares of Series A Preferred Stock remain
outstanding, the Corporation shall not declare or pay any
dividend, whether in cash or other property (other than in shares
of stock junior to the Series A Preferred Stock in the payment of
dividends), on the common stock, par value $2.50 per share (the
"Common Stock"), of the Corporation or any other stock of the
Corporation junior to or in parity with the Series A Preferred
Stock in the payment of dividends, nor shall any other
distribution be made in respect thereof, nor shall any payment be
made on account of, or any money be set apart for a sinking fund
or other analogous fund for, the purchase, redemption, or other
retirement of any shares of Common Stock of the Corporation or
any other stock of the Corporation junior to or in parity with
the Series A Preferred Stock in the payment of dividends, unless
the full dividends on the Series A Preferred Stock for all past
dividend periods and the current dividend period shall have been
paid or declared and a sum set aside for payment therefor.
Accumulations of dividends on the Series A Preferred Stock shall
not bear interest.
B. Redemption. The Series A Preferred Stock may be
redeemed, in whole or in part, at the option of the Corporation
by resolution of its Board of Directors, at any time and from
time to time after October 31, 1988, upon the following terms and
in the following manner:
(1) The redemption prices ("Redemption Prices") shall
be as follows if redemption occurs during the twelve month period
beginning November 1, in each of the years indicated:
Year Redemption Price Year Redemption Price
1988 $26.488 1992 $25.638
1989 26.275 1993 25.425
1990 26.063 1994 25.213
1991 25.850 1995 25.000
and thereafter at $25.00 per share, together in each case with
accrued dividends to the redemption date.
(2) In the event that less than the entire amount of
Series A Preferred Stock outstanding is to be redeemed at any one
time, such redemption shall be effected pro rata. Less than all
of the Series A Preferred Stock at any time outstanding may not
be redeemed until all dividends accrued and in arrears upon all
Series A Preferred Stock shall have been paid for all past
quarter-annual dividend periods.
(3) Not less than thirty (30) nor more than sixty (60)
days prior to the date fixed for redemption of the Series A
Preferred Stock or any part thereof, a notice specifying the time
and place thereof shall be given by first class mail, postage
prepaid, to the holders of record of the shares of Series A
Preferred Stock to be redeemed at their respective addresses as
the same shall appear on the stock books of the Corporation. No
defect in such notice nor any defect in the mailing thereof shall
in and of itself affect the validity of the proceedings for
redemption, except as to any holder to whom the Corporation has
failed to mail such notice, or as to whom the notice was
defective.
(4) If, on or prior to the date fixed for such
redemption, the Corporation shall deposit with any bank or trust
company in the State of Pennsylvania as a trust fund a sum
sufficient to redeem the shares of Series A Preferred Stock thus
called for redemption, with irrevocable instructions and
authority to such bank or trust company to pay, on and after the
date fixed for redemption, the redemption price of Series A
Preferred Stock thus called for redemption to the respective
holders thereof upon the surrender of their share certificates,
then from and after the date fixed for redemption, the Series A
Preferred Stock so called shall be deemed to be redeemed, and
dividends on those shares shall cease to accrue after the date
fixed for redemption. The deposit shall be deemed to constitute
full payment for the shares of Series A Preferred Stock thus
called for redemption and from and after the later of the date of
such deposit or the date fixed for redemption, such shares shall
be deemed to be no longer outstanding, and the holders thereof
(to whom notice has been given in accordance with subparagraph
(3) of this Paragraph B) shall cease to be shareholders of the
Corporation with respect to such shares and shall have no rights
with respect thereto except the right to receive from the bank or
trust company payment of the redemption price of the shares
without interest, upon surrender of their certificates therefor.
No interest shall be allowed or paid to the holders of the
redeemed Series A Preferred Stock on the funds so deposited, and
any such interest earned thereon shall be paid by such bank or
trust company from time to time on demand to the Corporation.
(5) All shares of Series A Preferred Stock redeemed
pursuant to this Paragraph B shall assume the status of
authorized but unissued shares of preferred stock, undesignated
as to series, subject to reissuance by the Corporation as shares
of preferred stock of any one or more series.
(6) After receiving any notice of redemption and prior
to the close of business of the fifth day prior to the redemption
date, the holders of Series A Preferred Stock so called for
redemption may convert such stock into Common Stock of the
Corporation in accordance with the conversion privilege set forth
in Paragraph E of this Article Fifth.
(7) Notwithstanding the redemption provisions above,
if any quarterly dividend due on the Series A Preferred Stock is
in default, and until all such defaults have been cured, no
shares of Series A Preferred Stock may be redeemed unless all
outstanding shares of the Series A Preferred Stock are
simultaneously redeemed, nor may any shares of the Series A
Preferred Stock be purchased or otherwise acquired except in
accordance with a purchase offer made by the Corporation on the
same terms to all holders of record of the Series A Preferred
Stock; nor may any shares of stock ranking junior to or on a
parity with the Series A Preferred Stock as to dividends or
liquidation be redeemed or purchased nor may any monies be paid
to or made available for a sinking fund for the redemption of any
shares of any such class or series of stock.
C. Voting Rights. The holders of the Series A Preferred
Stock shall not be entitled to vote on any matter, except as
otherwise required by law in effect at the time of such vote, and
except as follows:
(1) So long as any shares of Series A Preferred Stock
are outstanding, the Corporation shall not, without the
affirmative vote of the holders of at least two-thirds of the
Series A Preferred Stock then outstanding, voting separately as a
class, (a) purchase, redeem or otherwise acquire less than all of
the shares of the Series A Preferred Stock outstanding at the
time, unless all accrued dividends on all shares of the Series A
Preferred Stock then outstanding for all past quarterly dividend
periods have been paid or declared and a sum sufficient for the
payment thereof set apart therefor; nor (b) authorize, create or
issue any other class or series of stock (or any security
convertible into, or right to purchase, such stock) ranking prior
to the Series A Preferred Stock as to dividends or liquidation;
nor (c) amend any provision of these Articles of Incorporation or
the By-Laws of the Corporation in a manner which would adversely
change any of the rights, privileges, and preferences granted to
the holders of the Series A Preferred Stock by this Article
Fifth; provided, however, that the provisions of this sub-
paragraph (1) shall not apply to any of the following:
(a) The authorization or creation, or the
increase in the authorized amount, of any class or series of
capital stock of the Corporation having rights, preferences
and privileges which are subordinate to or on a parity as to
dividends and liquidation with the rights, preferences and
privileges of the Series A Preferred Stock; nor
(b) The increase in the authorized number of
shares of preferred stock which may be issued by the
Corporation; nor
(c) The authorization or issuance of options,
warrants or other rights to purchase or subscribe for, or
the authorization or issuance of any equity or debt
instrument convertible into, any class or series of capital
stock of the Corporation having rights, preferences and
privileges which are subordinate to or on a parity as to
dividends and liquidation with the rights, preferences and
privileges of the Series A Preferred Stock; nor
(d) The authorization or issuance of bonds,
debentures, notes or other evidences of indebtedness of the
Corporation; nor
(e) An increase in the number of directors
serving on the Board of Directors of the Corporation; nor
(f) Any merger or consolidation in which the
Corporation is the surviving corporation and no change is
made in any provision of this Article Fifth; nor
(g) Any merger, consolidation or other
reorganization in which the Corporation is a party, but not
the surviving corporation, and in which the surviving or
acquiring corporation shall, in connection with and at the
same time as such merger, consolidation or reorganization,
issue or exchange for each share of Series A Preferred Stock
then outstanding a share of preferred stock of the surviving
or acquiring corporation having with respect to the capital
structure of such corporation substantially the same
relative rights, preferences, privileges and limitations as
the Series A Preferred Stock has with respect to the capital
structure of this Corporation at the time of such merger,
consolidation or reorganization.
(2) Any other provisions of these Articles of
Incorporation notwithstanding, if at any time less than the full
quarter-annual dividends payable on the Series A Preferred Stock
shall have been paid for six (6) such quarters, which default
shall not have been cured, and which default need not be with
respect to consecutive quarter-annual dividend payments, the
holders of the Series A Preferred Stock (and the holders of any
other series of preferred stock expressly granted special voting
rights consistent with the provisions of this subparagraph (2) in
the resolutions creating such series) shall have the right,
voting as one class, with each share being entitled to one vote,
to elect two directors at the next annual meeting of
shareholders. Each such series of preferred stock including the
Series A Preferred Stock shall be referred to herein as "Eligible
Preferred Stock", and the two directors to be elected by all such
series of Eligible Preferred Stock voting as one class shall be
referred to herein as "Preferred Directors".
(a) Subject to the limitations set forth in
subparagraph (b) below, the Preferred Directors shall be
elected to a term of office the same as the term of office
of the other directors. Until all dividends in default on
the Series A Preferred Stock shall have been paid, or
declared and a sum set aside for the payment thereof, the
holders of Series A Preferred Stock shall have the right to
vote for the election of Preferred Directors in the manner
described in this sub-paragraph (2), provided that in no
event shall more than two Preferred Directors serve on the
Board of Directors of the Corporation.
(b) The Preferred Directors shall hold office
only until the first meeting of shareholders following the
payment, or the declaration and setting apart of a sum for
payment, of all dividends in default on the Eligible
Preferred Stock (provided that the holders of any other
series of preferred stock do not then have the right to vote
for Preferred Directors). The successors to the Preferred
Directors shall be elected by the shareholders at such
meeting to a term of office which shall expire at the same
time as the term of office of the other directors.
(c) At any meeting of shareholders held while
holders of preferred stock have the voting power to elect
Preferred Directors, the holders of a majority of the then
outstanding Eligible Preferred Stock who are present in
person or by proxy shall be sufficient to constitute a
quorum for the election of the Preferred Directors as herein
provided.
(d) Any new series of preferred stock shall be
entitled to vote for the election of Preferred Directors to
the extent and under the conditions set forth in the
resolutions creating such series.
(e) Any vacancy caused by the death, resignation
or removal of a Preferred Director may be filled by the
remaining Preferred Director, or if there is no remaining
Preferred Director, by the Board of Directors. Any such
Preferred Director shall hold office until the next annual
meeting of shareholders.
(3) The voting rights described in Paragraph C(1) and
C(2) of this Article Fifth will not apply to shares of Series A
Preferred Stock on and after the date on which written notice of
redemption of such shares has been mailed to the holders thereof
and a sum sufficient to redeem such shares has been deposited
with a bank or trust company with irrevocable instruction and
authority to pay the redemption price to the holders thereof upon
surrender of certificates therefor.
D. Liquidation Preference. In the event of the
liquidation, dissolution, or winding up of the affairs of the
Corporation, whether voluntary or otherwise, the rights, powers,
designations and preferences, and the qualifications,
restrictions and limitations thereof, of the holders of Series A
Preferred Stock shall be as follows:
(1) The holders of Series A Preferred Stock shall be
entitled to receive out of the assets of the Corporation, except
as otherwise provided hereinafter, before any assets of the
Corporation shall be distributed among or paid over to the
holders of the Common Stock of the Corporation, the following:
(a) if such liquidation, dissolution or winding up is
involuntary, the amount of Twenty-five dollars ($25.00) per
share; or (b) if such liquidation, dissolution or winding up is
voluntary, an amount equal to the Redemption Price that would be
applicable on the date of distribution. In the case of either a
voluntary or an involuntary liquidation, dissolution or winding
up, the holders of Series A Preferred Stock shall also be
entitled to receive an amount equal to all dividends accrued
thereon and unpaid to the date of final distribution, whether or
not earned or declared. Holders of Series A Preferred Stock
shall not receive any payments upon the liquidation, dissolution
or winding up of the affairs of the Corporation except as set
forth above.
(2) If the assets of the Corporation are not
sufficient to provide to the holders of Series A Preferred Stock
the full payment specified in subparagraph (1) above (the
"liquidation preference" of each share of Series A Preferred
Stock) and to provide to the holders of any other series of
preferred stock having liquidation rights in parity with the
liquidation rights of the Series A Preferred Stock the full
amounts payable for shares of such series upon such liquidation,
dissolution or winding up as specified for such series by the
Board of Directors in connection with the creation of such series
(the "liquidation preference" of each share of such series of
preferred stock), then the assets of the Corporation shall be
distributed pro rata, according to their respective liquidation
preferences, to the holders of all such series of preferred
stock.
(3) Neither the merger nor the consolidation of this
Corporation with or into another corporation, nor the merger or
consolidation of any other corporation with or into this
Corporation, nor the sale, lease or conveyance of all or part of
its assets shall be deemed to be a liquidation, dissolution or
winding up of this Corporation within the meaning of this
Paragraph D.
E. Conversion Rights.
(1) Subject to the provisions of Paragraph B(6) of
this Article Fifth, a holder of record of any share or shares of
Series A Preferred Stock shall have the right, at his option at
any time, to convert each of his shares of Series A Preferred
Stock into Five Hundred Sixty-eight One Thousandths (0.568) fully
paid and nonassessable shares of Common Stock of the Corporation
(the "Conversion Rate"), which Conversion Rate is subject to
adjustment, as provided in subparagraph (2) below.
(a) In order to convert a share or shares of
Series A Preferred Stock into Common Stock, the holder
thereof shall surrender the certificate or certificates
representing such share or shares, duly endorsed to the
Corporation, at the office of the transfer agent for the
Series A Preferred Stock, and shall give written notice to
the Corporation at said office that he elects to convert the
same, setting forth the name or names (with the address or
addresses and tax identification number or numbers) in which
the shares of Common Stock are to be issued.
(b) The Corporation shall make no payment or
adjustment on account of dividends, if any, accrued or
accumulated on the shares of Series A Preferred Stock
surrendered for conversion, but if any holder surrenders
Series A Preferred Stock for conversion between the record
date for the payment of a dividend and the next dividend
payment date (unless a redemption date with respect thereto
occurs during such period), such Series A Preferred Stock
when surrendered for conversion must be accompanied by
payment of an amount equal to the dividend thereon which the
holder of record on such record date is to receive.
(c) As promptly as practicable after the
surrender for conversion of any shares of Series A Preferred
Stock, the Corporation shall deliver or cause to be
delivered at the principal office of the transfer agent for
the Series A Preferred Stock, to or upon the written order
of the holder of the Series A Preferred Stock, certificates
representing the shares of Common Stock issuable upon such
conversion, issued in such name or names as such holder may
direct, subject to the right of the Corporation, at its
option, to pay cash in lieu of the issuance of any fraction
of a share of Common Stock as provided in sub-paragraph (d)
hereof. Shares of Series A Preferred Stock shall be deemed
to have been converted as of the close of business on the
date of the surrender of such shares for conversion as
provided above, if the stock books of the Corporation are
open on that date, and if they are not, then as of the close
of business on the first date on which they are open after
the surrender of such shares for conversion. At the time
when the shares of Series A Preferred Stock shall be deemed
to have been converted, persons who have surrendered their
shares shall no longer have any rights as to such Series A
Preferred Stock (except to receive dividends if such shares
are surrendered between the record date for the payment of a
dividend and the next dividend payment date) and the person
or persons in whose name or names the certificate for such
shares are to be issued shall be treated for all purposes as
having become the record holder or holders of Common Stock
at such time.
(d) The Corporation may, but shall not be
obligated to, issue fractions of shares of Common Stock upon
the conversion of any share or shares of Series A Preferred
Stock. If any interest in a fractional share of Common
Stock would otherwise be deliverable upon conversion of any
share or shares of Series A Preferred Stock, the Corporation
may, at its option, as determined from time to time by the
Board of Directors, make adjustment for such fractional
share interest by payment of an amount of cash equal to the
same fraction of the market value of a full share of Common
Stock of the Corporation. For such purpose, the market
value of a share of Common Stock shall be the closing sale
price of a share of Common Stock (or, if not available, the
last quoted bid price per share of the Common Stock) on the
last day preceding the date of the conversion of such shares
of Series A Preferred Stock if the Common Stock is then
quoted on the National Association of Securities Dealers
Automated Quotation System ("NASDAQ"), or if the Common
Stock is then listed or admitted to trading on a national
securities exchange, the last recorded sale price regular
way of a share of such stock on such exchange on the last
trading day preceding the date of the conversion of such
shares of Series A Preferred Stock, or if there were no such
sales or bids on such day, or if the Common Stock is neither
listed on a national securities exchange nor quoted on
NASDAQ, such market value of the Common Stock shall be that
value which the Board of Directors determines (in good faith
in accordance with generally accepted valuation principles
and such other factors as the Board of Directors deems
relevant) to be the market value of the Common Stock, which
determination shall be conclusive.
(e) The Corporation shall at all times reserve
for issuance such number of shares of Common Stock, either
authorized but unissued or treasury shares, as shall be
issuable upon the conversion of all outstanding shares of
Series A Preferred Stock.
(f) If any certificate is to be issued in a name
other than that of the holder of record of the Series A
Preferred Stock so converted, the person or persons
requesting the issuance thereof shall pay to the Corporation
the amount of any tax which may be payable in respect of any
transfer involved in such issuance, or shall establish to
the satisfaction of the Corporation that such tax has been
paid or is not due and payable.
(2) The Conversion Rate shall be adjusted, rounded to
the nearest one thousandth (.001) of a share, from time to time,
only to the following extent:
(a) Whenever the Corporation shall (i) declare
and pay a dividend to the holders of its shares of Common
Stock in shares of its Common Stock, or in other securities
immediately convertible into shares of Common Stock,
(ii) split the outstanding shares of its Common Stock into a
greater number of outstanding shares of Common Stock,
(iii) combine the outstanding shares of its Common Stock
into a smaller number of outstanding shares of Common Stock,
(iv) pursuant to a reclassification of the outstanding
shares of Common Stock, issue any shares of capital stock of
the Corporation in exchange for the outstanding shares of
Common Stock (all shares so issued being included in the
term "Common Stock" as used in this Paragraph E), the
Conversion Rate in effect immediately prior to the effective
date of such action shall be adjusted effective at the
opening of business on the next following business day, so
that the holder of each share of Series A Preferred Stock
shall thereafter be entitled to receive upon the conversion
of such share the number of shares of Common Stock which he
would have held had such share been converted immediately
prior to the effective date of such action. For purposes of
this sub-paragraph (a), the effective date for any stock
dividend referred to in clause (i) above shall be deemed to
be the record date fixed for the determination of the
holders of Common Stock entitled to receive such dividend.
(b) In the event that the Corporation shall, in
other than an "exempt transaction" (as defined in sub-
paragraph (d) below), issue rights or warrants to all
holders of its Common Stock entitling them to subscribe for
or purchase shares of Common Stock at a price per share less
than the "current market price" per share of the Common
Stock (as determined pursuant to sub-paragraph (e) below on
the record date), then the Conversion Rate shall be adjusted
so that the same shall equal the Conversion Rate determined
by multiplying the Conversion Rate in effect immediately
prior to the date of issuance of such rights or warrants by
a fraction whose numerator shall be the number of shares of
Common Stock outstanding on the date of issuance of such
rights or warrants plus the number of shares of Common Stock
so offered for subscription or purchase and whose
denominator shall be the number of shares of Common Stock
outstanding on the date of issuance of such rights or
warrants plus the number of shares of Common Stock which the
aggregate of the offering price of the total number of
shares of Common Stock so offered for subscription or
purchase would purchase at such "current market price."
Subject to this sub-paragraph (b), such adjustment shall be
made whenever such rights or warrants are issued and shall
be retroactively effective as of immediately after the
record date for the determination of stockholders entitled
to receive such rights or warrants. To the extent that such
rights or warrants are not exercised prior to the expiration
thereof, the Conversion Rate shall be readjusted pursuant to
this subsection (2) to the Conversion Rate determined on the
basis of the number of rights or warrants actually
exercised.
(c) In the event that the Corporation shall, in
other than an "exempt transaction", distribute to all
holders of its Common Stock evidences of its indebtedness or
assets (excluding any cash dividends or distributions
permitted by subparagraph E(1)(d) hereof) or rights to
subscribe for or warrants to purchase (excluding those
referred to in the immediately preceding subparagraph)
shares of Common Stock, then in each such case the
Conversion Rate shall be adjusted so that the same shall
equal the Conversion Rate determined by multiplying the
Conversion Rate in effect immediately prior to the date of
such distribution by a fraction whose numerator shall be the
"current market price" per share of the Common Stock on the
effective date of distribution and whose denominator shall
be the "current market price" per share of the Common Stock
less the then fair market value (as determined by the Board
of Directors, whose determination shall be conclusive and
evidenced by a Board resolution) of the portion of the
assets or evidences of indebtedness so distributed or of
such subscription rights or warrants applicable to one share
of Common Stock. Subject to this subparagraph (c), such
adjustment shall be made whenever any such distribution is
made and shall be retroactively effective as of immediately
after the record date for the determination of stockholders
entitled to receive such distribution.
(d) For purposes of this subparagraph E(2), the
following terms shall have the following meaning:
(i) An "exempt transaction" shall mean
(a) any public offering by the Corporation, (b) any
offering effected pursuant to a dividend reinvestment
plan, or any employee benefit plan in which a discount
from fair market value is granted, provided that the
plan does not expressly call for more than a 20%
discount from market value as defined in such plan or
(c) any other offering that either is not made to all
holders of Common Stock or is made to one or more
persons or entities other than holders of Common Stock.
(ii) For purposes of any computation under
(b) and (c) of this subparagraph E(2), the "current
market price" per share of Common Stock on any date
shall be deemed to be the average of the daily closing
sale prices of a share of Common Stock (or, if not
available, the average of the daily last quoted bid
prices per share of the Common Stock) for the
30 consecutive business days selected by the
Corporation commencing 45 business days before the day
in question if the Common Stock is then quoted on the
National Association of Securities Dealers Automated
Quotation System ("NASDAQ"), or if the Common Stock is
then listed or admitted to trading on a national
securities exchange, the average of the daily last
recorded sale prices regular way of a share of such
stock on such exchange for the 30 consecutive business
days selected by the Corporation commencing 45 business
days before the day in question, or if there were not
30 consecutive business days of sales or bids during
such 45 day period, or if the Common Stock is neither
listed on a national securities exchange nor quoted on
NASDAQ, such market value of the Common Stock shall be
that value which the Board of Directors determines (in
good faith in accordance with generally accepted
valuation principles and such other factors as the
Board of Directors deems relevant) to be the market
value of the Common Stock, which determination shall be
conclusive.
(e) In addition to the adjustments described in
the foregoing sub-paragraphs, the Corporation may make such
adjustments in the Conversion Rate as the Board of Directors
shall determine so as to increase the number of shares
issuable on conversion in order that any event treated for
federal income tax purposes as a dividend shall not be
taxable to the recipients.
(f) Except as provided in sub-paragraph E(2)(b)
of this Article Fifth, no adjustment in the Conversion Rate
shall be made unless such adjustment would require an
increase or decrease of at least one thousandth (.001) of a
share; provided, however, that any adjustments which by
reason of this sentence are not required to be made shall be
carried forward and taken into account in any subsequent
adjustment.
(g) Whenever there is an adjustment in the
Conversion Rate, as provided herein, the Corporation shall
promptly (i) file with the transfer agent of the Series A
Preferred Stock a certificate describing in reasonable
detail the adjustment and the facts requiring such
adjustment, and (ii) cause a notice disclosing such
adjustment to be mailed to the holders of record of shares
of Series A Preferred Stock at the close of business on the
day preceding the effective date of such adjustment.
F. Additional Notice Provisions.
007 In case:
(a) the Corporation shall propose to pay any
dividend in stock upon its Common Stock or to make any other
distribution, other than cash dividends, to the holders of
its Common Stock; or
(b) the Corporation shall propose to offer to the
holders of its Common Stock rights to subscribe to any
additional shares of any class or any other rights or
options; or
(c) the Corporation shall propose to effect any
reclassification of its Common Stock or to effect any
capital reorganization, or shall propose to consolidate with
or merge into another corporation, or to sell, transfer or
otherwise dispose of all or substantially all of its
property, assets or business; or
(d) the Corporation shall propose to liquidate,
dissolve or wind-up,
then in each such case, the Corporation shall mail to the
holders of Series A Preferred Stock at their respective
addresses then appearing on the record books of the
corporation (x) at least 10 days' prior written notice of
the date on which the books of the Corporation shall close
or a record shall be taken for such dividend distribution or
subscription rights and (y) in the case of any such
reclassification, reorganization, consolidation, merger,
sale, disposition, liquidation, dissolution or winding up,
at least 10 days prior written notice of the date or the
estimated date when the same shall take place. Such notice
in accordance with the foregoing clause (x) shall also
specify, in the case of any such dividend, distribution or
subscription rights, the date on which the holders of Common
Stock shall be entitled thereto, and such notice in
accordance with the foregoing clause (y) shall also specify
the date on which the holders of Common Stock shall be
entitled to exchange their Common Stock for securities or
other property deliverable upon such reclassification,
reorganization, consolidation, merger, sale, disposition,
liquidation, dissolution or winding up, as the case may be.
The notice required by this Paragraph F shall not be
applicable to shares or rights issued to any person in
connection with his employment nor to shares issued to
shareholders of the Corporation in accordance with the
present or any future dividend reinvestment plan.
No defect in such notice nor any defect in the mailing
thereof shall in and of itself affect the validity of the
proceedings applicable thereto, except as to any holder to
whom the Corporation has failed to mail such notice, or as
to whom the notice was defective.
<PAGE>
COMMONWEALTH OF PENNSYLVANIA
DEPARTMENT OF STATE
CORPORATIONS BUREAU
_________________________________________________________________
ARTICLES OF AMENDMENT
In compliance with the requirements of Section 806 of the
Business Corporation Law, Act of May 5, 1933 (P.L. 364) as
amended (15 P.S. Section 1806), the undersigned corporation
desiring to amend its Articles of Incorporation does hereby
certify as follows:
1. The name of the corporation is USBANCORP, Inc.
2. The location of its registered office in this Commonwealth
is Main and Franklin Streets, Johnstown, Cambria County,
Pennsylvania 15901.
3. The statute by or under which it was incorporated is
Business Corporation Law, Act of May 5, 1933 (P.L. 364), as
amended.
4. The date of incorporation is May 3, 1982.
5. The meeting of the shareholders of the corporation at which
the amendments were adopted was held on the 22nd day of
April, 1986 at Main and Franklin Streets, Johnstown,
Pennsylvania 15901 pursuant to written notice sent by first
class mail on March 19, 1986, thirty-four (34) days prior
notice to the meeting.
6. At the time of action of the shareholders, the number of
shares outstanding was 1,248,413 Common Stock and
552,000 Preferred Stock. The number of shares entitled to
vote was 1,248,413 Common Stock.
7. In the action taken by the shareholders, with respect to
Amendment I, the number of shares voting for the amendment
was 755,615.7570, the number of shares voting against the
amendment was 35,700.3240 and the number of shares
abstaining was 31,441.8390. In the action taken by the
shareholders with respect to Amendment II, the number of
shares voting for the amendment was 780,137.3530, the number
of shares voting against the amendment was 10,788.7020 and
the number of shares abstaining was 31,831.8650.
8. The amendments adopted by the shareholders, set forth in
full, are as follows:
I - BE IT RESOLVED, that the Articles of Incorporation of
USBANCORP, Inc., as amended, be further amended by adding thereto
a new Article Seventh reading in its entirety as follows:
SEVENTH: The business and affairs of the Corporation
shall be managed by a Board of Directors comprised as follows:
(a) The whole Board of Directors shall consist of such number of
persons, not less than 5 nor more than 25, as may from time
to time be determined by the Board pursuant to a resolution
adopted by a majority vote of the directors then in office
or by resolution of the shareholders at a meeting thereof.
(b) Beginning with the Board of Directors to be elected at the
annual meeting of shareholders to be held in 1986, the
Directors shall be classified, in respect solely to the time
for which they shall severally hold office, by dividing them
into three classes as nearly equal in number as possible.
At the annual meeting of shareholders to be held in 1986,
separate elections shall be held for the directors of each
class, the term of office of directors of the first class to
expire at the first annual meeting after their election; the
term of office of the directors of the second class to
expire at the second annual meeting after their election;
and the term of office of the directors of the third class
to expire at the third annual meeting after their election.
At each succeeding annual meeting, the shareholders shall
elect directors of the class whose term then expires, to
hold office until the third succeeding annual meeting. Each
director shall hold office for the term for which elected
and until his or her successor shall be elected and shall
qualify.
(c) Any director, any class of directors or the entire Board of
Directors may be removed from office by shareholder vote at
any time, without assigning any cause, but only if the
holders of not less than two-thirds of the voting power of
the then outstanding shares of capital stock of the
Corporation entitled to vote at an annual election of
directors voting together as a single class, shall vote in
favor of such removal.
(d) Vacancies in the Board of Directors, including vacancies
resulting from an increase in the number of directors, may
be filled only by a majority vote of the remaining directors
then in office, though less than a quorum, except that
vacancies resulting from removal from office by a vote of
the shareholders may be filled by the shareholders at the
same meeting at which such removal occurs. All directors
elected to fill vacancies shall hold office for a term
expiring at the annual meeting of shareholders at which the
term of the class to which they have been elected expires.
No decrease in the number of directors constituting the
Board of Directors shall shorten the term of an incumbent
director.
(e) Whenever the holders of any class or series of preferred
stock shall have the right, voting separately as a class, to
elect one or more directors of the Corporation, none of the
foregoing provisions of this Article Seventh shall apply
with respect to the director or directors elected by such
holders of preferred stock.
II - BE IT RESOLVED, that the first paragraph of Article
Fifth of the Articles of Incorporation of USBANCORP, Inc., as
amended, be further amended in its entirety to read as follows:
The aggregate number of shares which the Corporation
shall have the authority to issue is 2,000,000 shares
of Preferred Stock, without par value and
6,000,000 shares of Common Stock with the par value of
$2.50.
IN TESTIMONY WHEREOF, the undersigned corporation has
caused these Articles of Amendment to be signed by a duly
authorized officer and its corporate seal, duly attested by
another such officer, to be hereunto fixed this 22nd day of
April, 1986.
USBANCORP, Inc.
Attest: By /s/ Gerald R. Mock
President
/s/ William R. Horner
Secretary<PAGE>
USBANCORP, INC.
ARTICLES OF AMENDMENT
1. The name of the Corporation is USBANCORP, Inc.
2. The address of the registered office of the Corporation in
Pennsylvania is Main and Franklin Streets, Johnstown,
Cambria County, Pennsylvania 15907.
3. The statute under which the Corporation was incorporated is
the Pennsylvania Business Corporation Law, Act of May 5,
1933, P.L. 364, as amended. The date of its incorporation
is May 3, 1982.
4. The amendment shall be effective upon the filing of these
Articles of Amendment in the Department of State.
5. The amendment was adopted by the directors and shareholders
pursuant to 15 Pa.C.S. Section 1914(a) and (b).
6. The amendment adopted by the Corporation, set forth in full,
is as follows:
RESOLVED, that the first paragraph of Article
FIFTH of the Articles of Incorporation, as
amended, be further amended to read in its
entirety as follows:
"The aggregate number of shares which
USBANCORP shall have the authority to issue
is 2,000,000 shares of Preferred Stock,
without par value and 12,000,000 shares of
Common Stock with the par value of $2.50."
IN TESTIMONY WHEREOF, the undersigned Corporation has
caused these Articles of Amendment to be signed by a duly
authorized officer thereof this 30th day of June, 1994.
ATTEST: USBANCORP, INC.
/s/ Betty L. Jakell /s/ Terry K. Dunkle
Betty L. Jakell Terry K. Dunkle
Secretary President
(SEAL)
BYLAWS OF USBANCORP, INC.
ADOPTED NOVEMBER 20, 1992
REVISED NOVEMBER 19, 1993
ARTICLE I
Meetings of Shareholders
Section 1.1. Annual Meeting. The regular annual meeting of
the shareholders for the election of directors and the
transaction of whatever other business may properly come before
the meeting, shall be held at the Main Office of the Corporation,
Main and Franklin Streets, City of Johnstown, Commonwealth of
Pennsylvania, at 1:30 p.m., on the 4th Tuesday of April of each
year, or at such other place on such date and at such time as the
Board of Directors may in their discretion determine. Written
notice stating the place, day, and hour of the meeting and, in
case of special meeting, the general nature of the business to be
transacted, shall be delivered not less than five (5) nor more
than forty (40) days before the date of the meeting, or in case
of a merger or consolidation not less than ten (10) nor more than
forty (40) days before the date of the meeting, either personally
or by mail, by or at the direction of the President, or the
Secretary, or the officer or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when
deposited in the United States mail addressed to the shareholder
at his address as it appears on the books of the Corporation or
as supplied by him to the Corporation for the purpose of notice,
with postage thereon prepaid.
Section 1.2. Special Meetings. Special meetings of the
shareholders may be called at any time by the Chairman of the
Board, President, the Chief Executive Officer or by the Board of
Directors, or by any two (2) or more directors. The Secretary
shall fix the date of such meeting, to be held not more than
sixty (60) days after receipt of the request, and shall give due
notice thereof.
Section 1.3. Nominations for Director. Nominations for
election to the Board of Directors may be made by the Board of
Directors or by any shareholder of any outstanding class of
capital stock of the Corporation entitled to vote for the
election of directors. Nominations, other than those made by or
on behalf of the existing management of the Corporation, shall be
made in writing and shall be delivered or mailed to the President
of the Corporation not less than 60 days nor more than 90 days
prior to any meeting of shareholders called for the election of
directors. Such notification shall contain the following
information to the extent known to the notifying shareholder:
(a) the name and address of each proposed nominee; (b) the
principal occupation of each proposed nominee; (c) the total
number of shares of capital stock of the Corporation that will be
voted; (d) the total number of shares of capital stock of the
Corporation that will be voted for each proposed nominee; (e) the
name and residence address of the notifying shareholder; and (f)
the number of shares of capital stock of the Corporation owned by
the notifying shareholder. Nominations not made in accordance
herewith may, in his discretion, be disregarded by the
Chairperson of the meeting, and upon his instructions, the vote
tellers may disregard all votes cast for each such nominee.
Section 1.4. Judges of Election. Every election of
directors shall be managed by three judges, who shall be
appointed from among the shareholders by the Board of Directors.
The judges of election shall hold and conduct the election at
which they are appointed to serve; and, after the election, they
shall file with the Secretary a certificate under their hands,
certifying the result thereof and the names of the directors
elected. The judges of election, at the request of the
Chairperson of the meeting, shall act as tellers of any other
vote by ballot taken at such meeting, and shall certify the
result thereof. No person who is a candidate for office, or an
officer or an employee of this Corporation or a subsidiary
thereof, shall act as a judge.
Section 1.5. Proxies. Shareholders may vote at any meeting
of the shareholders in person or by proxies duly authorized in
writing. Proxies, unless otherwise provided, shall be valid for
only one meeting to be specified therein, and any adjournments of
such meeting. No proxy shall be valid after eleven (11) months
from the date of its execution unless otherwise provided in the
proxy. Proxies shall be dated and shall be filed with the
records of the meeting.
Section 1.6. Quorum. A majority of the outstanding capital
stock, represented in person or by proxy, shall constitute a
quorum at any meeting of shareholders, unless otherwise provided
by law; but less than a quorum may adjourn any meeting, from time
to time, and the meeting may be held, as adjourned, without
further notice. A majority of the votes cast shall decide every
question or matter submitted to the shareholders at any meeting,
at which a quorum is present, unless otherwise provided by law or
by the Articles of Incorporation.
Section 1.7. Voting. Only persons in whose names shares
appear on the share transfer books of the Corporation on the date
on which notice of the meeting is mailed shall be entitled to
vote at such meeting, unless some other day is fixed by the Board
of Directors for the determination of shareholders of record, but
such date shall not be less than ten (10) nor more than fifty
(50) days before the date of the meeting, or in the case of a
merger or consolidation not less than twenty (20) nor more than
fifty (50) days before the date of the meeting. Each outstanding
share, regardless of class, shall be entitled to one vote on each
matter submitted to a vote, except that in all elections for
directors every shareholder shall have the right to vote, in
person or by proxy, for the number of shares owned by him, for as
many persons as there are directors to be elected, or to cumulate
said shares, and give one candidate as many votes as the number
of directors multiplied by the number of his shares shall equal,
or to distribute them on the same principle among as many
candidates as he shall think fit.
Section 1.8. Subchapters G and H of Business Corporation
Law. The provisions of Subchapter G of Chapter 25 (Section 2561
et seq.) and the provisions of Subchapter H of Chapter 25
(Section 2571 et seq.) of the Pennsylvania Business Corporation
Law of 1988, as amended (effected by the Act of April 27, 1990
(No. 36)) shall not be applicable to the Corporation.
ARTICLE II
Directors
Section 2.1. Board of Directors. The Board of Directors
shall have the power to manage and administer the business and
affairs of the Corporation. Except as expressly limited by law
or required or directed by these Bylaws or by the Articles of
Incorporation to be exercised or done by the shareholders, all
corporate powers of the Corporation shall be vested in and may be
exercised by the Board of Directors.
Section 2.2. Number; Term; Vacancies. The number,
classification, election and appointment, term of office and
removal from office of directors shall be in accordance with and
governed by the provisions of Article Seventh of the Articles of
Incorporation of this Corporation which provisions are
incorporated herein with the same effect as if fully set forth.
The Board of Directors may appoint each year such number of
advisory directors or directors emeritus as the Board of
Directors may from time to time determine.
Section 2.3. Organization Meeting. The Secretary, upon
receiving the certificate of the judges, of the result of any
election, shall notify the directors-elect of their election and
of the time at which they are required to meet at the Main Office
of the Corporation for the purpose of organizing the new Board
and electing and appointing officers of the Corporation for the
succeeding year. Such meeting shall be held on the day of the
election or as soon thereafter as practicable, and, in any event,
within thirty days thereof. If, at the time fixed for such
meeting, there shall not be a quorum present, the directors
present may adjourn the meeting, from time to time, until a
quorum is obtained.
Section 2.4. Regular Meetings. The regular meetings of the
Board of Directors shall be held quarterly at a time and place
determined by the Board of Directors. No notice of regular
meetings need be given.
Section 2.5. Special Meetings. Special meetings of the
Board of Directors may be called by the Chairman of the Board,
the President, the Chief Executive Officer or at the request of
three (3) or more directors to be held at the principal place of
business of the Corporation or such other place as designated by
the person or persons calling the meeting. Each member of the
Board of Directors shall be given notice stating the time and
place, by telephone, telegram, facsimile transmission, letter, or
in person, of each such special meeting.
Section 2.6. Quorum. A majority of the directors shall
constitute a quorum at any meeting, except when otherwise
provided by law; but a less number may adjourn any meeting, from
time to time, and the meeting may be held, as adjourned, without
further notice.
Section 2.7. Remuneration. No stated fee shall be paid to
directors, as such, for their service, but by resolution of the
Board of Directors, a fixed sum and expenses of attendance, if
any, may be allowed for attendance at each regular or special
meeting of the Board of Directors; provided, that nothing herein
contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving
compensation therefor. Members of standing or special committees
may be allowed like compensation for attending committee
meetings.
Section 2.8. Action by Directors Without a Meeting. Any
action which may be taken at a meeting of the directors, or of a
committee thereof, may be taken without a meeting if a consent in
writing setting forth the action so taken or to be taken, shall
be signed by all of the directors, or all of the members of the
committee, as the case may be. Such consent shall have the same
effect as a unanimous vote.
Section 2.9. Action of Directors by Communications
Equipment. Any action which may be taken at a meeting of
directors, or of a committee thereof, may be taken by means of a
conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time.
Section 2.10. Age Limitation. No person shall be eligible
for election, re-election, appointment or re-appointment to the
Board of Directors if such person shall have attained the age of
seventy (70) years, at the time of any such action.
Section 2.11. Share Ownership. Each director shall own in
his or her own right unencumbered shares of common stock in the
Corporation having a par value of not less than $1,000.
Section 2.12. Minutes. The Board of Directors and each
committee hereinafter provided for shall keep minutes of its
meetings. Minutes of the committees shall be submitted at the
next regular meeting of the Board of Directors, and any action
taken with respect thereto shall be entered as the minutes of the
Board of Directors.
Section 2.13. Section 1721(e) through (g) of the Business
Corporation Law and related sections. Neither Subsections (e)
through (g) of Section 1721 nor Subsections (d) through (f) of
Section 511 of the Pennsylvania Business Corporation Law of 1988,
as amended (effected by the Act of April 27, 1990 (No. 36)) shall
be applicable to the Corporation.
ARTICLE III
Committees of the Board
Section 3.1. Special Committees. The Board of Directors
may appoint from time to time, from its own members, special
committees of two or more persons, for such purposes and with
such powers as the Board may authorize.
Section 3.2. Executive Committee. The Committee shall
consist of not less than three (3) members of the Board of
Directors (who are not officers of the Corporation or a
subsidiary or affiliate of the Corporation) appointed by the
Chairman of the Board, who, together with the Chairman of the
Board, the President and the Chief Executive Officer, shall
constitute the Executive Committee, which may exercise all of the
powers of the Board of Directors except where action of the Board
of Directors is by law specifically required. It shall act by
the concurrent vote of not less than three members thereof. The
Secretary shall keep a record of its proceedings and report the
same at each regular meeting of the Board of Directors. It shall
have general supervision of, and direct the affairs and practical
operation of the subsidiaries. It shall meet weekly or monthly,
as it shall determine, on such day as it may designate and at
such times as it shall appoint, and at other times upon the call
of the Chairman of the Board, the Chief Executive Officer and the
President, upon the call of the Chairman of the Committee, and
upon call of any two members thereof. The Board of Directors
shall accept or decline the report of the Executive Committee,
such action to be recorded in the minutes of the meeting.
Section 3.3. Audit Committee. The Audit Committee shall
consist of not less than three nor more than six members of the
Board of Directors of the Corporation who shall not be officers
or employees of any banking subsidiary of the Corporation. The
Chairman of the Audit Committee of each of the subsidiary banks
shall be members of the Committee. One member shall be rotating,
serving for a period of one year so that the Audit Committee will
annually include a new member. Members shall be elected annually
to serve a term of one year. One of the members shall be
appointed chairman by the Chairman of the Board. The Committee
shall appoint a secretary who shall keep minutes of all meetings.
Two members of the Committee shall constitute a quorum. The
Committee shall meet quarterly.
In discharging its duty, the Audit Committee may rely on the
evaluations and conclusions of regulatory examiners as well as
internal and/or external auditors utilized by the Committee in
the performance or review of audit functions.
The Corporation's auditors shall report directly to the
Audit Committee. The Committee shall meet with the internal
auditors and review internal audit reports, independent auditor
findings, and all official reports from regulatory authorities
along with management's responses to these reports.
The Corporation's chief loan review and chief compliance
officers shall report directly to the Audit Committee and provide
their findings to the loan committees of subsidiaries of the
Corporation. The loan review and compliance function will be
under the direct control and supervision of the Audit Committee
and remain totally independent from the lending functions within
the subsidiary banks.
The Committee shall, annually, report formally, in writing,
to the Board of Directors the performance of its supervisory and
audit functions. The report must set forth the Committee's
evaluations, conclusions, and recommendations with respect to the
condition of the Corporation and the effectiveness of its
policies, practices and controls.
The Committee shall recommend to the Board of Directors for
its action the appointment or discharge of the Corporation's
independent auditors. The Committee shall consider the auditor's
independence, audit and non-audit fees and the quality of their
work. If the auditors are to be replaced, the Committee shall
document the reason for replacement along with a recommendation
for the appointment of new auditors.
The Committee shall meet with the independent auditors
periodically and review, among other things, the Scope and Audit
Plan, report or opinion on the Corporation's financial
statements, the effectiveness of the subsidiaries' internal
controls, along with any recommendations for improvement and any
major problems encountered.
The Committee shall insure that an internal audit department
and loan review and compliance department are adequately staffed
and independent from the management of the subsidiaries. In
fulfilling this role, the Committee shall review the content and
completeness of the audit, loan review and compliance programs
and procedures, appraise the audit staff and loan review and
compliance staff and approve salaries and insure that the audit
staff and loan review and compliance staff are maintaining their
technical proficiency through continuing education programs.
It is also the responsibility of the Audit Committee to
ascertain on the basis of observation and audit, whether the
trust function is being administered in accordance with law,
regulations and sound fiduciary principles. It shall evaluate
the policies, practices and controls employed by the trust
function to effect compliance and enforce correction of any
violations, deficiencies or weaknesses. In discharging its duty,
the Audit Committee may rely on the evaluations and conclusions
of internal and/or external auditors utilized by the Committee in
the performance or review of audit functions.
The Audit Committee must ensure that the responsible parties
have before them the last report of examination of the trust
functions by the Pennsylvania Department of Banking and the
Federal Reserve System and any letters to or from the such
agencies in order to verify correction of exceptions, weaknesses
or deficiencies. The Committee also should confirm the
correction of all exceptions, weaknesses or deficiencies which
may be brought to the Corporation's attention by internal and
external auditors.
The Audit Committee is required to report formally in
writing to the Board of Directors the performance of its trust
supervisory and audit functions. The report must set forth the
Committee's evaluations, conclusions and recommendations with
respect to the condition of the trust function, and the
effectiveness of its policies, practices and controls. It also
must include a specific statement of the Committee's conclusion
as to whether that function is being administered in accordance
with all applicable laws and sound fiduciary principles.
The Committee shall have such other duties as may be
lawfully delegated to it from time to time by the Board of
Directors.
Section 3.4. Nominating Committee. There shall be a
Nominating Committee of at least three (3) members of the Board
of Directors who shall be nominated by the Chairman of the Board
and appointed at least annually by the Board of Directors. It
shall be the duty of this Committee to nominate directors for
consideration at the annual meeting of the shareholders.
Section 3.5. Management Compensation Committee. There
shall be a Management Compensation Committee of at least three
(3) members of the Board of Directors who shall be the three (3)
directors (who are not officers of the Corporation or a
subsidiary or affiliate of the Corporation) appointed by the
Chairman of the Board to the Executive Committee. It shall be
the duty of the Committee to review and make recommendations to
the Board of Directors concerning officers' compensation.
Section 3.6. Stock Option Plan Committee. There shall be
a Stock Option Plan Committee of at least three (3) members of
the Board of Directors appointed from time to time by the Board
of Directors of the Corporation to administer the 1991 Stock
Option Plan in accordance with the provisions thereof.
ARTICLE IV
Officers and Employees
Section 4.1. Designations. The officers of the Corporation
shall be the Chairman of the Board, President, Chief Executive
Officer, Secretary and Treasurer who shall be elected for one
year by the Board of Directors at their first meeting after the
annual meeting of shareholders and who shall hold office until
their successors are elected and qualify. Any two or more
offices may be held by the same person, except the offices of
President and Treasurer.
Section 4.2. Chairman of the Board. The Chairman of the
Board shall preside at all meetings of the Board of Directors and
in general shall perform such duties as are incident to his
office and as prescribed by the Board of Directors. The Chairman
of the Board shall perform the duties and have the powers of the
Chief Executive Officer in his absence or his inability or
refusal to act.
Section 4.3. President. The Board of Directors shall
appoint one of its members to be President of the Corporation.
He shall be an ex officio member of all committees except the
Stock Option, Management Compensation and Audit Committees. The
President shall have and may exercise any and all other powers
and duties pertaining by law, regulation, or practice to the
office of President or imposed by these Bylaws. He shall also
have and may exercise such further powers and duties as from time
to time may be conferred upon or assigned to him by the Board of
Directors. In the absence of the Chairman of the Board and the
Chief Executive Officer, or their inability or refusal to act, he
shall preside at all meetings of the Board of Directors.
Section 4.4. The Chief Executive Officer. The Chief
Executive Officer shall have general supervision of all
departments and business of the Corporation, he shall prescribe
the duties of other officers and see to the performance thereof.
He shall be an ex officio member of all committees except the
Stock Option, Management Compensation and Audit Committees. In
the absence of the Chairman of the Board or his inability or
refusal to act, he shall preside at all meetings of the Board of
Directors.
Section 4.5. Secretary. The Board of Directors shall
appoint a Secretary, who shall be Secretary of the Board and of
the Corporation, and shall keep accurate minutes of meetings. He
shall attend to the giving of all notices required by these
Bylaws to be given. He shall be custodian of the corporate seal,
records, documents and papers of the Corporation. He shall have
and may exercise any and all other powers and duties pertaining
by law, regulation or practice to the office of Secretary or
imposed by these Bylaws. He shall perform such other duties as
may be assigned to him from time to time by the Board of
Directors.
Section 4.6. Treasurer. The Board of Directors shall
appoint a Treasurer, who shall be the Treasurer of the
Corporation. He shall have and may exercise any and all powers
and duties pertaining by law, regulation or practice to the
office of Treasurer or imposed by these Bylaws. He shall perform
such other duties as may be assigned to him from time to time by
the Board of Directors.
Section 4.7. Other Officers. The Board of Directors may
appoint one or more Executive Vice Presidents, one or more Senior
Vice Presidents, one or more Vice Presidents, one or more
Assistant Vice Presidents, one or more Assistant Secretaries, one
or more Assistant Treasurers, a Chief Auditor, and such other
officers, officers emeritus and Attorneys-in-fact found necessary
for the orderly transaction of business. Such officers shall
respectively exercise such powers and perform such duties as
pertain to the respective offices or as may be conferred upon or
assigned to them by the Board of Directors, the Chief Executive
Officer or the President.
Section 4.8. Clerks and Agents. The Board of Directors may
appoint, from time to time, such agents or employees as it may
deem advisable for the prompt and orderly transaction of the
business of the Corporation, define their duties, fix salaries to
be paid them and dismiss them. Subject to the authority of the
Board of Directors, the President or any other officer of the
Corporation authorized by him, may appoint and dismiss all or any
agents or employees, prescribe their duties and the conditions of
their employment, and from time to time, fix their compensation.
Section 4.9. Tenure of Office. All officers shall hold
office for the current year for which the Board of Directors was
elected, unless they shall resign, become disqualified, or be
removed; and any vacancy occurring in the office of President
shall be filled promptly by the Board of Directors.
ARTICLE V
Authority of Officers
Section 5.1. Corporate Seal. The Chairman of the Board,
the President, the Chief Executive Officer, any Vice President
(excluding the Chief Auditor), the Secretary, and the Treasurer,
shall each have authority to affix and attest the corporate seal
of the Corporation.
Section 5.2. Other Powers. The Chairman of the Board, the
President, the Chief Executive Officer or any Vice President
(excluding the Chief Auditor), acting in conjunction with the
Secretary or Treasurer or Assistant Secretary or Assistant
Treasurer are authorized to perform such corporate and official
acts as are necessary to carry on the business of the
Corporation, subject to the directions of the Board of Directors
and the Executive Committee.
The above-named officers are fully empowered, subject to
policies and established committee approvals:
a. To sell, assign and transfer any and all shares of
stock, bonds or other personal property standing in the
name of the Corporation or held by the Corporation
either in its own name or as agent;
b. To assign and transfer any and all registered bonds and
to execute requests for payment or reissue of any such
bonds that may be issued now or hereafter and held by
the Corporation in its own right or as agent;
c. To sell at public or private sale, lease, mortgage or
otherwise dispose of any real estate or interest
therein held or acquired by the Corporation in its own
right or as agent, except the real estate and buildings
occupied by the Corporation in the transaction of its
business, and to execute and deliver any instrument
necessary to completion of the transaction;
d. To receive and receipt for any sums of money or
property due or owing to the Corporation in its own
right or as agent and to execute any instrument of
satisfaction therefor for any lien of record;
e. To execute and deliver any deeds, contracts,
agreements, leases, conveyances, bills of sale,
petitions, writings, instruments, releases, acquittance
and obligations necessary in the exercise of the
corporate powers of the Corporation.
Section 5.3. Checks and Drafts. Such of the officers and
other employees as may from time to time be designated by the
Board of Directors or Executive Committee, shall have the
authority to sign checks, drafts, letters of credit, orders,
receipts, and to endorse checks, bills of exchange, orders,
drafts, and vouchers made payable or endorsed to the Corporation.
Section 5.4. Loans. Each of the Chairman of the Board,
President, the Chief Executive Officer, any Vice President
(excluding the Chief Auditor), the Secretary or the Treasurer,
acting in conjunction with any other of these designated officers
may effect loans on behalf of the Corporation from any banking
institution, executing notes or obligations and pledging assets
of the Corporation therefor.
ARTICLE VI
Section 6.1. Limitation of Liability. To the fullest
extent permitted by the Law of the Commonwealth of Pennsylvania,
a director of the Corporation shall not be personally liable to
the Corporation or others for monetary damages for any action
taken or any failure to take any action, unless the director has
breached or failed to perform the duties of his or her office and
such breach or failure constitutes self-dealing, willful
misconduct or recklessness. The provisions of this Section 6.1
shall not apply with respect to the responsibility or liability
of a director under any criminal statute or the liability of a
director for the payment of taxes pursuant to local, state or
federal law.
Section 6.2. Indemnification. (a) The Corporation shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
director, officer, employee or agent of the Bank, or is or was
serving, at the request of the Corporation, as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), amounts paid in settlement,
judgments, and fines actually and reasonably incurred by such
person in connection with such action, suit, or proceeding;
provided, however, that no indemnification shall be made in any
case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted
willful misconduct or recklessness.
(b) Advance of Expenses. Expenses (including attorneys'
fees) incurred in defending a civil or criminal action, suit, or
proceeding shall be paid by the Corporation in advance of the
final disposition of such action, suit, or proceeding, upon
receipt of a written statement by or on behalf of the director,
officer, employee, or agent to repay such amount if it shall be
ultimately determined that he or she is not entitled to be
indemnified by the Corporation as authorized in this Article VI.
(c) Indemnification not Exclusive. The indemnification and
advancement of expenses provided by this Article VI shall not be
deemed exclusive of any other right to which persons seeking
indemnification and advancement of expenses may be entitled under
any agreement, vote of disinterested directors or otherwise, both
as to actions in such persons' official capacity and as to their
actions in another capacity while holding office, and shall
continue as to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs,
executors, and administrators of such person.
(d) Insurance, Contracts, Security. The Corporation may
purchase and maintain insurance on behalf of any person, may
enter into contracts of indemnification with any person, and may
create a fund of any nature which may, but need not be, under the
control of a trustee for the benefit of any person, and may
otherwise secure in any manner its obligations with respect to
indemnification and advancement of expenses, whether arising
under this Article VI or otherwise, whether or not the
Corporation would have the power to indemnify such person against
such liability under the provisions of this Article VI.
Section 6.3. Effect of Amendment. Any repeal or
modification of this Article VI shall be prospective only, and
shall not adversely affect any limitation on the personal
liability of a director of the Corporation or any right of any
person to indemnification from the Corporation with respect to
any action or failure to take any action occurring prior to the
time of such repeal or modification.
Section 6.4. Severability. If, for any reason, any
provision of this Article VI shall be held invalid, such
invalidity shall not affect any other provision not held so
invalid, and each such other provision shall, to the full extent
consistent with law, continue in full force and effect. If any
provision of this Article VI shall be held invalid in part, such
invalidity shall in no way affect the remainder of such
provision, and the remainder of such provision, together with all
other provisions of this Article VI, shall, to the full extent
consistent with law, continue in full force and effect.
ARTICLE VII
Stock and Stock Certificates
Section 7.1. Transfers. Shares of stock shall be
transferable on the books of the Corporation, and a transfer book
shall be kept in which all transfers of stock shall be recorded.
Every person becoming a shareholder by such transfer shall, in
proportion to his shares, succeed to all rights of the prior
holder of such shares.
Section 7.2. Share Certificates. Every share certificate
shall be signed by the President, or any Vice President, or by
any one of their facsimile signatures, or by the Secretary, or
any Assistant Secretary or by any one of their facsimile
signatures, and shall be signed by a transfer agent. Every
shareholder of record shall be entitled to a share certificate
representing the shares owned by him or her and, when stock is
transferred, the certificates representing such stock shall be
returned to the Corporation and new certificates issued. The
corporate seal shall appear on each share certificate and may be
a facsimile, engraved or printed. Each certificate shall recite
on its face that the stock represented thereby is transferable
only upon the books of the Corporation, properly endorsed.
Section 7.3. Shares of Another Corporation. Shares owned
by the Corporation in another corporation, domestic or foreign,
shall be voted by the President or such other officer, agent or
proxy as the Board of Directors may determine.
ARTICLE VIII
Miscellaneous Provisions
Section 8.1. Fiscal Year. The Fiscal Year of the
Corporation shall be the calendar year. The Corporation shall be
subject to an annual audit as of the end of its fiscal year by
independent public accountants appointed by and responsible to
the Board of Directors through the Audit Committee.
Section 8.2. Records. The Articles of Incorporation, the
Bylaws and the proceedings of all meetings of the shareholders,
the Board of Directors, and standing committees of the Board,
shall be recorded in appropriate minute books provided for the
purpose. The minutes of each meeting shall be signed by the
Secretary or other officer appointed to act as secretary of the
meeting.
Section 8.3. Gender and Number. Where the context permits,
words in any gender shall include any other gender, words in the
singular shall include the plural and the plural shall include
the singular.
ARTICLE IX
Bylaws
Section 9.1. Inspection. A copy of the Bylaws, with all
amendments thereto, shall at all times be kept in a convenient
place at the Main Office of the Corporation, and shall be open
for inspection to all shareholders during normal business hours.
Section 9.2. Amendments. These Bylaws may be altered,
amended, added to or repealed by a vote of the majority of the
Board of Directors at any regular meeting of the Board, or at any
special meeting of the Board called for that purpose, except they
shall not make or alter any Bylaw fixing their qualifications,
classification or term of office. Such action by the Board of
Directors is subject, however, to the general right of the
shareholders to change such action.
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement on
Form S-3 for the USBANCORP, Inc. Dividend Reinvestment and Common
Stock Purchase Plan of our report dated January 28, 1994,
included in USBANCORP, Inc.'s Form 10-K for the year ended
December 31, 1993, and to all references to our firm included in
this registration statement.
/s/ Arthur Andersen & Co.
Pittsburgh, Pennsylvania,
July 20, 1994
EXHIBIT 99.1
Note: This Is Not a Proxy
USBANCORP, INC.
Enrollment Card
Dividend Reinvestment and Common Stock Purchase Plan
If you wish to reinvest dividends on your Common Stock, check the
following:
[ ] Full Common Stock Dividend Reinvestment.
(The above option permits you to make optional cash purchases.)
If you wish to make optional cash purchases only, check the
following:
[ ] Optional Cash Purchases Only. Check must accompany this
card.
A check in the amount of $ payable to USBANCORP, Inc. is
enclosed. If you are not a shareholder of record but you are a
Pennsylvania resident who would like to become a shareholder of
record, a check must be enclosed in the amount of at least $100.
___________________________________
Sign here exactly as name(s) appear
on stock certificate(s) (Date)
___________________________________
If shares are held jointly,
all holders must sign (Date)
__________________________________
Phone No.-Include Area Code
(See reverse for details)
<PAGE>
Completion and return of this Enrollment Card authorizes your
enrollment in the USBANCORP, Inc. Dividend Reinvestment and
Common Stock Purchase Plan, as you indicate on the reverse side.
Do not return this card unless you wish to participate in the
Plan.
Full Common Stock Dividend Reinvestment -- If you check this
option, you authorize the purchase of additional shares of Common
Stock with the cash dividends on all shares of Common Stock
currently or subsequently registered in your name, as well as on
the shares of Common Stock credited to your Plan account.
You may also make optional cash payments at any time under the
above option in amounts of not less than $10 per payment, up to a
total of $2,000 per calendar month. If, however, you are not a
shareholder of record, your initial cash payment must not be less
than $100.
Optional Cash Purchases Only -- If you check this option, a Plan
account will be established to receive your optional cash
payments of not less than $10 per payment, up to a total of
$2,000 per calendar month. If, however, you are not a
shareholder of record, your initial cash payment must not be less
than $100. Such cash payments, as well as cash dividends on
shares of Common Stock credited to your Plan account, will be
used to purchase additional shares of Common Stock.
If you select this option, a check for your initial optional cash
purchase must accompany this Enrollment Card.
Your participation is subject to the terms of the Plan as set
forth in the Prospectus.
Please return this Enrollment Card in the envelope provided to:
United States National Bank
Trust Department, Shareholder Services
P.O. Box 520
Johnstown, PA 15907-0520
EXHIBIT 15
July 20, 1994
USBANCORP, Inc.
Main and Franklin Streets
Johnstown, Pennsylvania 15901
USBANCORP, Inc.:
We are aware that USBANCORP, Inc. has incorporated by
reference in its registration statement on Form S-3 for the
USBANCORP, Inc. Dividend Reinvestment and Common Stock Purchase
Plan its Form 10-Qs for the quarters ended June 30, 1994, and
March 31, 1994, which include our reports dated July 20, 1994,
and April 25, 1994, covering the unaudited interim financial
information contained therein. Pursuant to Regulation C of the
Securities Act of 1933, that report is not considered a part of
the registration statement prepared or certified by our firm or a
report prepared or certified by our firm within the meaning of
Sections 7 and 11 of the Act.
Very truly yours,
/s/ Arthur Anderson & Co.
