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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 3, 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 (the "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 6 Pages
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1 NAME OF REPORTING PERSONS
S.S OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Kenneth L. Tepper
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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
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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
United States of America
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| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 158,878
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 158,878
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
158,878*(1)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4*(1)
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT
(1) The percent of class represented by the amount in row 11 reflects the
Reporting Person's beneficial ownership of the Issuer's class of Common
Stock. It does not take into account 10,000 shares of Class B Common Stock
(representing all of the currently issued and outstanding Class B Common
Stock of the Issuer) owned by the Reporting Person and which has been
previously reported by the Reporting Person on his Schedule 13G filed with
the Commission on or about February 3, 1997. See Item 4 hereof for further
information with respect to ownership of such Class B Common Stock, which
information has been voluntarily disclosed in order provide full disclosure
of the Reporting Person's holdings in the Issuer's securities.
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CUSIP No. 917289 10-0 Page 3 of 6 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 Kenneth L. Tepper previously filed with the Commission on or
about February 3, 1997 (the "Previous Statement"). In the Previous Statement,
Mr. Tepper reported his beneficial ownership of (i) 101,400 shares of Common
Stock (including 100,000 shares issuable upon exercise of immediately
exercisable options); and (ii) 10,000 shares of Class B Common Stock. 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 Kenneth L. Tepper.
(b-c) Mr. Tepper's business address is 30 South 15th Street,
Philadelphia, Pennsylvania 19102. His present principal occupation is President
and Chief Executive Officer of the Issuer.
(d) During the last five years, Mr. Tepper has not been convicted in
any criminal proceeding.
(e) During the last five years, Mr. Tepper 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. Tepper is a citizen of the United States.
Item 3 Source and Amount of Funds or Other Consideration
On September 3, 1997, Mr. Tepper purchased (i) seventeen thousand
shares (17,000) of Common Stock from Leonard Sylk, a director of the Issuer, in
a privately negotiated transaction at a price of Eight Dollars and Twenty-Five
Cents ($8.25) per share for an aggregate purchase price of One Hundred Forty
Thousand Two Hundred Fifty Dollars ($140,250.00), and (ii) one hundred (100)
shares, in an open market transaction, at a price of Eight Dollars and
Twenty-Five Cents ($8.25) per share for an aggregate purchase price of Eight
Hundred Twenty-Five Dollars ($825.00) (collectively, the "Shares"). The Shares
were purchased using personal funds.
Item 4 Purpose of the Transaction
Mr. Tepper is the President, Chief Executive Officer and a director of
the Issuer. Mr. Tepper purchased the Shares reported herein in order to make an
additional substantial equity investment in the Issuer. However, Mr. Tepper
reserves the right to dispose of all or a portion of the Shares and/or to
continue to hold the Shares for investment purposes.
In the future, Mr. Tepper may purchase additional shares of Common
Stock or may sell shares of Common
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CUSIP No. 917289 10-0 Page 4 of 6 Pages
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Stock in the open market, in privately-negotiated transactions, or otherwise.
Whether Mr. Tepper, in his individual capacity, purchases or sells any shares of
Common Stock in the future, and the amount and timing of any such purchases or
sales, if any, will depend on Mr. Tepper's continuing assessment of pertinent
factors, including, without limitation, the following: regulatory, legal and
other considerations; the availability of shares for purchase at particular
price levels; the Issuer's business; other business and investment opportunities
available to Mr. Tepper; economic conditions; stock market and money market
conditions; the availability and cost of financing; and, other plans and
requirements of Mr.
Tepper.
Independent of the ownership of the Common Stock reported herein, Mr.
Tepper, as President and Chief Executive Officer of the Issuer, is in a position
which provides him with the ability to manage the Issuer's affairs. Mr. Tepper
is also the holder of all of the of Issuer's outstanding Class B Common Stock
(the "Class B Shares"). The Class B Shares are convertible into 10% of the
issued Common Stock on January 1, 2001. Until converted, holders of the Class B
Shares have the right to elect one-third of the Board. Mr. Tepper, as the
current holder of the Class B Shares, has no present intention to exercise such
right, although he retains his right to do so should circumstances change.
Except as otherwise described above, Mr. Tepper 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 (the "Board") 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.
Based upon Mr. Tepper's position as President and Chief Executive
Officer and a director of the Issuer, Mr. Tepper may be limited in his ability
to freely buy and sell Common Stock due to certain constraints which result from
the provisions of the Securities Exchange Act of 1934, as amended, concerning
such issues as insider trading and short-swing profit recapture. Notwithstanding
anything else contained herein to the contrary, the ownership of the Common
Stock reported herein and/or further purchases of Common Stock by Mr. Tepper, if
any, could have the effect of 1) perpetuating present management of the Issuer;
and 2) further inhibiting business combinations attempted without the prior
approval of the Board, unsolicited takeovers and/or changes in control of the
Issuer.
Item 5 Interest in Securities of the Issuer
(a-b) As of September 3, 1997, Mr. Tepper is the beneficial owner of, and has
sole dispositive and voting power with respect to, 158,878 shares of Common
Stock (including 133,000 shares issuable upon exercise of immediately
exercisable options), which shares constitute 18.4% of the issued and
outstanding shares of 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. Tepper's purchases on September 3, 1997) have been accordingly
adjusted to reflect the Stock Dividend.
(c) Except for the transactions described in Item 3 above, Mr. Tepper has not
effected any transactions in the securities of the Issuer during the past sixty
(60) days.
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CUSIP No. 917289 10-0 Page 5 of 6 Pages
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(d) No persons, other than Mr. Tepper, have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Shares acquired by Mr. Tepper.
(e) Not applicable.
Item 6 Contracts, Arrangements, Understandings, or Relationships with Respect to
Securities of the Issuer
As described in Item 4 above, as the sole beneficial owner of the Class
B Shares, Mr. Tepper has the right to elect one-third of the Board. However, Mr.
Tepper has not exercised such right and has no present intention to exercise
such right in the future, although he retains his right to do so should
circumstances change.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise), except as described above, between Mr. Tepper 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 6 of 6 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/ Kenneth L. Tepper
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Kenneth L. Tepper
