SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of the
Securities Act of 1934
Date of Report (Date of earliest event reported) January 18, 1994
USBANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-11204 25-1424278
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
Main and Franklin Streets, Johnstown, PA 15901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 814-533-5300
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events
USBANCORP, Inc. (the "Registrant") announced on January 18,
1994, that its board of directors at a special meeting approved and
authorized the execution of a revised agreement and plan of merger
providing for the acquisition of Johnstown Savings Bank. Johnstown
Savings Bank will be merged into United States National Bank in
Johnstown, one of USBANCORP, Inc.'s three banking subsidiaries.
For a more detailed description of the revised transaction see the
press release attached as Exhibit #99.1.
Exhibits
Exhibit 99.1 Press release dated January 18, 1994 announcing that
USBANCORP, Inc. and Johnstown Savings Bank have
jointly signed a revised definitive agreement to
which Johnstown Savings Bank would merge with United
States National Bank in Johnstown, one of USBANCORP,
Inc.'s three banking subsidiaries.
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
USBANCORP, Inc.
By /s/ Orlando B. Hanselman
Orlando B. Hanselman
Senior Vice President,
Treasurer, and CFO
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USBANCORP, Inc. Combined News Release With Johnstown Savings Bank
JANUARY 18, 1994
FOR IMMEDIATE RELEASE
CONTACTS: For USBANCORP, Inc.
Terry K. Dunkle, Executive Vice President
(814) 533-5201
Orlando B. Hanselman, Senior Vice President,
Treasurer and Chief Financial Officer
(814) 533-5319
For Johnstown Savings Bank
Patrick J. Coyne, President and Chief Executive
Officer (814) 535-8901
Walter F. Rusnak, Senior Vice President and
Chief Financial Officer (814) 535-8904
USBANCORP, INC. and JOHNSTOWN SAVINGS BANK
REACH AGREEMENT ON REVISED MERGER TERMS
JOHNSTOWN, PA -- USBANCORP, Inc. (NASDAQ NMS: UBAN) and
Johnstown Savings Bank (NASDAQ NMS: JSBK) today jointly announced
that they had reached agreement on revised terms to the definitive
agreement pursuant to which Johnstown Savings Bank ("JSB") would
merge with United States National Bank in Johnstown, one of
USBANCORP's three banking subsidiaries. The definitive agreement
was signed by the parties on November 10, 1993, and provided for
the payment to JSB stockholders at the closing of the merger of
.528 share of USBANCORP common stock and $11.03 in cash for each
JSB share outstanding based upon an assumed market value of
USBANCORP's common stock of $25.50. With a 55% stock and 45% cash
split, this represented a transaction value of approximately $47.5
million or $24.50 per JSB common share.
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As previously announced on December 20, 1993, USBANCORP proposed
that the definitive agreement be amended to the effect that JSB
stockholders would receive at closing .464 share of USBANCORP
common stock and $9.68 in cash for each JSB share outstanding based
on an assumed market value of $25.50 for USBANCORP common stock.
At the average closing price of USBANCORP common stock for the ten
trading days immediately preceding the date of the December 20
announcement, this modification translated into an indicated
transaction value of $40.8 million or $21.02 per JSB common share.
After negotiations, the parties today executed an amendment to the
definitive agreement which provides that USBANCORP will pay $10.13
in cash and a fraction of a share of USBANCORP common stock based
on a formula relating to the average closing price for USBANCORP
common stock on the NASDAQ National Market System for the ten
trading days immediately preceding the closing date. If the
average closing price for USBANCORP common stock on the closing
date of the merger: (a) is less than or equal to $24.50 per share,
then the stock component of the merger consideration will be .505
of a share of USBANCORP common stock; (b) is greater than or equal
to $25.50, then the stock component of the merger consideration
will be .485 of a share of USBANCORP common stock; and (c) is
greater than $24.50 per share but less than $25.50 per share, then
the stock component of the merger consideration will be determined
by dividing $22.50 by the average closing price and multiplying the
resulting amount by .55. For example, at the average closing price
for USBANCORP common stock for the ten trading days immediately
preceding the date of the amendment of $24.45, this formula
translates into an indicated transaction value of $43.6 million or
$22.48 per JSB common share. JSB has the right to terminate the
amended agreement in the event that the average closing price of
USBANCORP common stock for the ten trading days immediately
preceding the closing is less than $20.50 per share.
At the time the amendment was signed by the parties, financial
advisors for each party provided a written opinion to the Boards of
Directors of USBANCORP and Johnstown Savings Bank that the revised
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merger consideration set forth in the amendment is fair from a
financial point of view to USBANCORP and the stockholders of JSB.
The amendment further permits JSB to seek bids for the merger or
acquisition of JSB from other interested parties until February 17,
1994. If any bid exceeds the consideration provided for in the
amendment, then JSB's Board of Directors will be free to terminate
its agreement with USBANCORP and enter into an agreement with such
bidder with no liability to USBANCORP. USBANCORP's option to
acquire up to 19.9% of the outstanding shares of JSB will be
suspended during this marketing period. Other terms of the
agreement remain substantially the same.
The transaction is subject to regulatory approvals and to the
approvals of the stockholders of USBANCORP and Johnstown Savings
Bank.
USBANCORP, a $1.2 billion community bank holding company, is the
parent of U.S. Bank and USBANCORP Trust Company in Johnstown and
two Pittsburgh affiliates, Three Rivers Bank and Community Bancorp,
Inc.. The Company's subsidiaries provide full-service banking to
six Southwestern Pennsylvania counties through 41 community
offices. The counties served include Allegheny, Cambria,
Clearfield, Somerset, Washington, and Westmoreland.
Johnstown Savings Bank, with total assets approximating $355
million, operates six full-service community banking offices in the
greater Johnstown area and a mortgage banking company.
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