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Previous: FIRST TRUST OF INSURED MUNICIPAL BONDS SERIES 88, 24F-2NT, 1994-08-11 |
Next: FIDELITY FINANCIAL TRUST, N-30B-2, 1994-08-11 |
_________________________________________________________________
_________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 26, 1994
USBANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-12204 25-1424278
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
Main and Franklin Streets, Johnstown, Pennsylvania 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.)
_________________________________________________________________
_________________________________________________________________
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
The Consolidated Statements of Financial Condition as
of December 31, 1993 and 1992, and the Consolidated
Statements of Operations, Consolidated Statements of
Shareholders' Equity and Consolidated Statements of
Cash Flows for the years ended December 31, 1993, 1992
and 1991 of Johnstown Savings Bank and the related
Notes to Consolidated Financial Statements.
The Unaudited Consolidated Statement of Financial
Condition as of March 31, 1994, the Unaudited
Consolidated Statements of Operations for the
three-month periods ended March 31, 1994 and 1993, and
the Unaudited Consolidated Statements of Cash Flows for
the three-month periods ended March 31, 1994 and 1993
of Johnstown Savings Bank and the related Notes to
Unaudited Consolidated Financial Statements.
(b) Pro forma financial information.
The pro forma financial statements of USBANCORP, Inc.
and Johnstown Savings Bank required by Item 7(b) of
Form 8-K are incorporated herein by reference to
Exhibit 99.5 hereof.
(c) Exhibits.
2.1 Agreement and Plan of Merger, dated as of
November 10, 1993, as amended on January 18, 1994,
among USBANCORP, Inc., United States National Bank
in Johnstown and Johnstown Savings Bank,
(Incorporated herein by reference to Exhibit 2.1
to USBANCORP's Registration Statement on Form S-4
(33-52837), as filed on April 28, 1994).*
23.1 Consent of Ernst & Young.**
23.2 Consent of KPMG Peat Marwick.**
99.2 Report of Ernst & Young.**
99.3 Report of KPMG Peat Marwick.**
99.3 The Consolidated Statements of Financial
Condition as of December 31, 1993 and 1992, and
the Consolidated Statements of Operations,
Consolidated Statements of Shareholders' Equity
and Consolidated Statements of Cash Flows for the
years ended December 31, 1993, 1992 and 1991 of
Johnstown Savings Bank, and the related Notes to
Consolidated Financial Statements.**
99.4 The Unaudited Consolidated Statement of
Financial Condition as of March 31, 1994, the
Unaudited Consolidated Statements of Operations
for the three-month periods ended March 31, 1994
and 1993, and the Unaudited Consolidated
Statements of Cash Flows for the three-month
periods ended March 31, 1994 and 1993, of
Johnstown Savings Bank and the related Notes to
Unaudited Consolidated Financial Statements.**
99.5 Pro forma financial statements of USBANCORP,
Inc. and Johnstown Savings Bank.
____________________
*Previously filed.
**To be filed by Amendment.
<PAGE>
SIGNATURES
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.
Dated: August 11, 1994
By /s/ Orlando B. Hanselman
Orlando B. Hanselman
Executive Vice President
CFO and Manager of Corporate
Services
<PAGE>
EXHIBIT INDEX
Exhibit
Number
99.5 Pro forma financial statements of USBANCORP,
Inc. and Johnstown Savings Bank.
<TABLE>
<CAPTION>
Consolidated Balance Sheet
(In Thousands)
USBAN JSB
March 31, March 31, PRO FORMA PRO FORMA
1994 1994 ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
Assets
Cash and due from banks 40,741 333,217 - 43,958
Interest bearings deposits with banks 342 3,969 - 4,311
Federal funds sold 4,000 - - 4,000
Investment securities and investment securities
available 423,891 193,681 (4,266) 613,306
Assets held in trust for collateralized mortgage
obligation 12,409 - - 12,409
Loans held for sale 7,780 15,864 - 23,644
Loans 734,244 126,127 285 860,656
Less: Unearned Income 4,982 - - 4,982
Allowance for loan loss 15,553 3,101 - 18,654
Net loans 713,709 123,026 285 837,020
Premises and equipment 16,771 2,612 302 19,685
Accrued income receivable 9,238 2,369 - 11,607
Mortgage servicing purchased - 7,681 1,613 9,294
Other assets 16,572 6,855 23,188 46,615
TOTAL ASSETS 1,245,453 359,274 21,122 1,625,849
Liabilities
Non-interest bearing deposits 129,167 9,814 - 138,981
Interest bearing deposits 911,521 206,469 (4,239) 1,113,751
Total Deposits 1,040,688 216,283 (4,239) 1,252,732
Federal funds purchased and securities sold
under agreements to repurchase 24,194 - - 24,194
Other short-term borrowings 10,898 10,372 - 21,270
Advances from Federal Home Loan Bank 26,271 105,430 (1,071) 130,630
Collateralized mortgage obligation 11,365 - - 11,365
Long-term debt 3,105 - - 3,105
Other liabilities 14,008 1,876 23,175 39,059
TOTAL LIABILITIES 1,130,529 333,961 17,865 1,482,355
STOCKHOLDERS' EQUITY
Common Stock 11,845 1,945 450 14,240
Surplus 70,955 15,074 6,598 92,627
Retained Earnings 32,124 8,294 (3,791) 36,627
TOTAL STOCKHOLDER'S EQUITY 114,924 25,313 3,257 143,494
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY 1,245,453 359,274 21,122 1,625,849
/TABLE
<PAGE>
<TABLE>
<CAPTION>
USBAN JSB
Three months ended Three months ended
March 31 March 31 PRO FORMA PRO FORMA
1994 1994 ADJUSTMENTS COMBINED
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and fees on loans 15,055 3,117 (21) 18,151
Federal funds sold, securities purchased
under agreements to resell, and
interest bearing deposits with banks
Investment securities and investment 31 25 56
securities available for sale:
Taxable 5,182 2,319 (146) 7,355
Tax exempt 526 148 -- 674
Assets held in trust for collaterized
mortgage obligation 272 -- -- 272
Total Interest Income 21,066 5,609 (167) 26,508
INTEREST EXPENSE
Deposits 7,343 1,824 315 9,482
Federal funds purchased, securities sold
under agreements to repurchase, and
other short-term borrowings 122 98 123 343
Advances from Federal Home Loan Bank 352 1,125 117 1,594
Collateralized mortgage obligation 287 -- -- 287
Long-term debt 61 -- -- 61
Total Interest Expense 8,165 3,047 555 11,767
NET INTEREST INCOME 12,901 2,562 (722) 14,741
Provision for loan losses 405 -- -- 405
NET INTEREST INCOME AFTER
PROVISION FOR LOAN LOSSES 12,496 2,562 (722) 14,336
NON-INTEREST INCOME
Trust fees 718 46 -- 764
Net realized and unrealized gains
(losses) on investment securities
available for sale 271 (447) -- (176)
Net realized gains on loans and loans
held for sale 93 524 -- 617
Wholesale cash processing fees 318 -- -- 318
Service charges on deposit accounts 592 44 -- 636
Mortgage servicing income -- 756 50 806
Other Income 664 177 -- 841
Total Non-Interest Income 2,656 1,100 50 3,806
NON-INTEREST EXPENSE
Balance and employee benefits 5,343 1,410 -- 6,753
Net occupancy expense 988 293 -- 1,287
Equipment expense 803 4 -- 807
Professional fees 448 -- -- 448
FDIC deposit insurance expense 587 124 -- 711
Other expense 2,471 881 171 3,523
Total Non-Interest Expenses 10,640 2,712 177 13,529
INCOME BEFORE INCOME TAXES
AND CUMULATIVE EFFECT OF CHANGE
IN ACCOUNTING PRINCIPLE 4,512 950 (849) 4,613
Provision for income taxes 1,473 315 (289) 1,499
NET INCOME BEFORE CUMULATIVE
EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE 3,039 635 (560) 3,114
Cumulative effect of change in accounting
principle - Adoption of SFAB #109 -- -- -- --
NET INCOME 3,039 635 (560) 3,114
/TABLE
<PAGE>
<TABLE>
<CAPTION>
USBANCORP
Year Ended PRO FORMA PRO FORMA
December 31, 1993 USBANCORP JSB ADJUSTMENTS COMBINED
(Dollars in Thousands, except per share date)
<S> <C> <C> <C> <C>
Interest Income
Interest and fees on loans $60,715 $13,364 $ (560) $ 73,519
Federal funds sold, securities purchased under
agreements to resell and interest bearing
deposits with banks 510 101 (125) 486
Investment securities and investment securities
available for sale
Taxable 21,494 8,777 (1,206) 29,065
Tax-Exempt 1,670 361 - 2,031
Assets held in trust for collateralized
mortgage obligation 1,346 - - 1,346
Total Interest Income $85,735 $22,603 (1,891) $106,447
Interest Expense
Deposits 32,623 8,111 473 41,207
Federal funds purchased, securities sold under
agreements to repurchase and other short-term
borrowings 359 430 - 789
Advances from the Federal Home Loan Bank 1,163 3,522 (462) 4,223
Collateralized mortgage obligation 1,508 - - 1,508
Long-term debt 597 99 - 696
Total Interest Expense $36,250 $12,162 $ 11 $ 48,423
Net Interest Income 49,485 10,441 (1,902) 58,024
Provision for loan losses 2,400 1,102 - 3,502
Net Interest Income After Provision
For Loan Losses 47,085 9,339 (1,902) 54,522
Non-Interest Income
Trust fees 2,578 211 - 2,789
Net realized gains on investment securities and
investment securities available for sale 593 811 - 1,404
Net realized gains on loans and loans held for sale 583 1,370 - 1,953
Wholesale cash processing fees 1,281 - - 1,281
Service charges on deposit accounts 2,771 360 - 3,131
Mortgage servicing income - 2,390 (158) 2,232
Other income 2,344 1,440 - 3,784
Total Non-Interest Income $10,150 $ 6,582 (158) $ 16,574
Non-Interest Expense
Salaries and employee benefits $19,952 $ 5,387 $ - $ 25,339
Net occupancy expense 3,393 638 19 4,050
Equipment Expense 2,608 512 - 3,120
Professional fees 2,167 198 - 2,365
FDIC deposit insurance expense 2,157 571 - 2,728
Other expense 10,438 3,694 959 15,091
Total Non-Interest Expense 40,715 11,000 978 52,693
Income Before Income Taxes and Cumulative
Effect on Change in Accounting Principle 16,520 4,921 (3,038) 18,403
Provision for income taxes 5,484 1,560 (825) 6,219
Income Before Cumulative Effect of Change
in Accounting Principle $11,036 $ 3,361 $(2,213) $ 12,184
Per Common Share Data Before Cumulative
Effect of Change in Accounting Principle
Primary:
Net income $2.45 $1.73 $2.22
Average number of shares outstanding 4,456,820 1,940,160 5,438,434
Fully Diluted:
Net income $2.41 $1.70 $2.19
Average number of shares outstanding 4,588,622 1,975,534 5,570,236
Cash Dividends Declared $0.86 $0.15 $0.86
</TABLE>
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