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As filed with the Securities and Exchange Commission on August __, 1994.
Registration No. 33-56604
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
POST-EFFECTIVE AMENDMENT NO. 2 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
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If the only securities being registered on this Form are being offered
pursuant to dividend or reinvestment plans, please check the following box. [X]
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.
================================================================================
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[Logo 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.
. 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>
[Logo of USBANCORP, Inc.]
Dividend Reinvestment and Common Stock Purchase Plan
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.
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 August 1, 1994 was $25.00 per share.
The Corporation may, at its discretion, as to 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.
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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 , 1994.
<PAGE>
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 Reports on Form 8-K dated June 8, 1994, June 26,
1994 and July 26, 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
<PAGE>
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."
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TABLE OF CONTENTS
<TABLE>
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Page
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<S> <C>
THE CORPORATION............................................................ 1
THE PLAN................................................................... 1
Purpose.................................................................. 1
Participation Options.................................................... 2
Advantages............................................................... 2
Administration........................................................... 2
Participation............................................................ 3
Purchases................................................................ 5
Optional Cash Purchases.................................................. 6
Expenses................................................................. 7
Federal Income Tax Consequences to Participants.......................... 7
Reports to Participants.................................................. 9
Dividends................................................................ 10
Certificates for Shares.................................................. 10
Termination of Participation in the Plan................................. 11
Withdrawal of Shares in Plan Accounts.................................... 11
Other Information........................................................ 12
USE OF PROCEEDS............................................................ 14
DESCRIPTION OF CAPITAL STOCK............................................... 14
Preferred Stock.......................................................... 15
Common Stock............................................................. 15
Shareholder Rights Plan.................................................. 16
Change In Control........................................................ 17
EXPERTS.................................................................... 19
LEGAL OPINIONS............................................................. 19
INDEMNIFICATION............................................................ 19
</TABLE>
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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") 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 an opportunity to
invest conveniently for long-term growth. The Plan is not intended to provide
shareholders with the means to acquire shares at a discount from market price
or 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
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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 credit 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
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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 a holder of Common Stock with shares registered in your name, you
are eligible to participate. If you are not a shareholder of record, 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 shareholder of record participate or change options under the
Plan?
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
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more than one name (i.e., joint tenants, trustees, etc.) all registered
holders must sign the Enrollment Card.
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 join the Plan?
As an eligible shareholder, 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.
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(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.
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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, 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.
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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
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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
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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.
9
<PAGE>
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. 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.
10
<PAGE>
Termination of Participation in the Plan
24.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
11
<PAGE>
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.
12
<PAGE>
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
13
<PAGE>
or terminate participation by any investor 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
14
<PAGE>
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
15
<PAGE>
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
16
<PAGE>
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
17
<PAGE>
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.
18
<PAGE>
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.
19
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[LOGO of US Bancorp]
Dividend Reinvestment and Common Stock
Purchase Plan
<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:
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee $ 2,109
Blue Sky fees and expenses 500
Printing Costs 10,600
Accounting fees and expenses 3,000
Legal fees and expenses 20,000
Miscellaneous expenses 3,400
-------
TOTAL $39,609
</TABLE>
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.*
<PAGE>
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,
<PAGE>
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. 2 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 August 10, 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
Post-Effective Amendment No. 2 to this Registration Statement has been signed by
the following persons in the capacities indicated as of August 10, 1994.
Signature Title
--------- -----
/s/ Terry K. Dunkle Chairman, President and
- ------------------------------ Chief Executive Officer (Principal Executive
Terry K. Dunkle Officer)
ORLANDO B. HANSELMAN* Executive Vice President,
- ------------------------------ Treasurer and Chief Financial Officer
Orlando B. Hanselman (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
<PAGE>
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
Sequential
Exhibits No. Description Page No.
------------ ----------- --------
99.1 Form of Enrollment Card.
<PAGE>
Note: This Is Not a Proxy USBANCORP, INC. Exhibit 99.1
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.
------------------------------
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.
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. 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
