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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
USABancShares, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
917289 10-0
(CUSIP Number)
Klehr, Harrison, Harvey, Branzburg & Ellers
Attn: Stephen T. Burdumy, Esq.
1401 Walnut Street
Philadelphia, PA 19102
(215) 568-6060
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(Continued on following page(s))
Page 1 of 6
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CUSIP No. 917289 10-0 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Bruce W. Kauffman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OR ORGANIZATION
State of Pennsylvania, United States of America
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| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 41,118
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 41,118
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
41,118
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT
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CUSIP No. 917289 10-0 Page 3 of 5 Pages
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SCHEDULE 13D
This statement (the "Statement") relates to the common stock, par value
$1.00 per share (the "Common Stock"), of USABancShares, Inc., a Pennsylvania
corporation (the "Issuer"). This Statement constitutes an amendment to the
Schedule 13G of Bruce W. Kauffman previously filed with the Commission on or
about February 3, 1997 (the "Previous Statement"). In the Previous Statement,
Mr. Kauffman reported his beneficial ownership, as of December 31, 1996, of
40,030 shares of Common Stock (including 30,000 shares issuable upon exercise of
immediately exercisable options and 10 shares held by his spouse). The Previous
Statement is hereby amended as provided herein.
Item 1 Security and Issuer
This Statement relates to the Issuer's Common Stock. The address of the
Issuer's principal executive office is One Penn Square, 30 South 15th Street,
Philadelphia, Pennsylvania 19102.
Item 2 Identity and Background
(a) The person filing this Statement is Bruce W. Kauffman.
(b-c) Mr. Kauffman's business address is 3200 Mellon Bank Center, 1735
Market Street, Philadelphia, Pennsylvania 19103. His present principal
occupation is Federal Judge for the Third Circuit Court.
(d) During the last five years, Mr. Kauffman has not been convicted in
any criminal proceeding.
(e) During the last five years, Mr. Kauffman has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction,
as a result of which he was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, Federal or State securities laws or finding any violation with respect to
such laws.
(f) Mr. Kauffman is a citizen of the State of United States.
Item 3 Source and Amount of Funds or Other Consideration
On September 12, 1997, Mr. Kauffman sold 12,122 shares of Common Stock
for Eight Dollars and Twenty-Five Cents ($8.25) per share, in a privately
negotiated transaction, for an aggregate price of One Hundred Thousand Six
Dollars and Fifty Cents ($100,006.50). He did not engage in any purchase of
securities which would require disclosure in this Statement.
Item 4 Purpose of the Transaction
In connection with his nomination and pending appointment as Federal
Judge for the United States Third Circuit Court, Mr. Kauffman decided to reduce
his ownership percentage in the Issuer, as he would be prevented from serving as
a director or Chairman of the Company during such tenure. However, Mr. Kauffman
reserves the right to dispose of all or a portion of the remaining shares of
Common Stock he owns and/or to continue to hold such shares for investment
purposes.
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CUSIP No. 917289 10-0 Page 4 of 5 Pages
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Mr. Kauffman does not have any present plans or proposals which relate
to, or would result in: (a) an acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the Issuer; (b) an
extraordinary transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a
material amount of the assets of the Issuer or any of its subsidiaries; (d) any
change in the present Board of Directors or management of the Issuer; (e) any
material change in the present capitalization or dividend policy of the Issuer;
(f) any other material change in the Issuer's business or corporate structure;
(g) any changes in the Issuer's charter, by-laws, or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
Issuer by any person; (h) a class of securities of the Issuer to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
becoming eligible for termination of registration pursuant to the Act; or (j)
any action similar to those enumerated above.
Item 5 Interest in Securities of the Issuer
(a-b) As of September 12, 1997, Mr. Kauffman is the beneficial owner of, and has
sole voting and dispositive power with respect to, 41,118 shares of Common Stock
(including 39,900 shares issuable upon exercise of immediately exercisable
options and 13 shares held by his spouse), which shares constitute 5.3% of the
issued and outstanding Common Stock (based on (i) 550,696 shares of Common Stock
issued and outstanding as reported in the Issuer's Quarterly Report on Form 10-
QSB for the quarter ended June 30, 1997, and (ii) giving effect to the issuance
of 181,730 shares of Common Stock issued in connection with the Stock Dividend
(defined below)). On June 24, 1997, the Board declared a 33% stock dividend
("Stock Dividend") which Stock Dividend was paid on or about July 18, 1997 to
shareholders of record as of July 1, 1997. All share amounts reported herein
(except for Mr. Kauffman's sale on September 12, 1997) have been accordingly
adjusted to reflect the Stock Dividend.
(c) Except for the transactions described in Item 3 above, Mr. Kauffman has not
effected any transactions in the securities of the Issuer during the past sixty
(60) days.
(d) No persons, other than Mr. Kauffman, have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
shares retained by Mr. Kauffman.
(e) Not applicable
Item 6 Contracts, Arrangements, Understandings, or Relationships with Respect to
the Issuer
Of the 41,118 shares of Common Stock owned by Mr. Kauffman, as reported
herein, 13 shares are registered in the name of his wife. With respect to these
13 shares, Mr. Kauffman has sole voting and dispositive power.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) between Mr. Kauffman and
any person with respect to any securities of the Issuer, including, but not
limited to, transfer or voting of any of the Shares, finder's fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of profits or
division of profits or losses.
Item 7 Material to be Filed as Exhibits
None
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CUSIP No. 917289 10-0 Page 5 of 5 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, complete and
correct.
November 13, 1997
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Date /s/ Bruce W. Kauffman
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Bruce W. Kauffman
