<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934 [Fee required]
For the Fiscal Year Ended December 31, 1997.
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[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [No fee required]
For the transition period from____to____
Commission file number: 000-27244
USABANCSHARES, INC.
(Name of Small Business Issuer In Its Charter)
PA 23-2806495
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(State Or Other Jurisdiction of (IRS Employer Identification Number)
Incorporation or Organization)
1535 Locust Street, Philadelphia, PA 19102
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(Address of Principal Executive Offices) (Zip Code)
Issuer's telephone number, including area code: (215) 569-4200
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Securities registered under Section 12(b) of the Act: None.
Title of each class Name of each exchange on which registered
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- ------------------------------- ---------------------------------------------
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Securities registered under
Section 12(g) of the Act:
Common Stock, $1.00 Par Value Per Share
(Title of Class)
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past
12 months (or for such shorter periods that the registrant was required to
file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
YES _X_ NO __
Check if there is no disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B contained herein, and no disclosure will be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]
The issuer's revenues for its most recent fiscal year were $5,193,503.
The aggregate market value of the voting stock held by non-affiliates as of
February 28, 1998, was $13,802,030, based on the average of the bid and asked on
the National Association of Securities Dealers Automated Quotation System on
February 28, 1998.
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement to be utilized in connection with the
registrant's Annual Meeting of Shareholders scheduled to be held in June, 1998
are incorporated by reference into Part III hereof.
Registration Statement on Form SB-2 of the Company, as Amended, Registration
No. 33-92506
Transitional Small Business Disclosure Format (Check one): Yes____ No__X__
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Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
With Section 16(a) of the Exchange Act.
Set forth below is certain information with regard to the Directors and
Executive Officers of the Company as of March 31, 1998, to include name, age,
period of time served as a Director, and principal occupation during the past
five years.
<TABLE>
<CAPTION>
Name Position with Company Age Director Since
- ---- --------------------- --- --------------
<S> <C> <C> <C>
George M. Laughlin Chairman 72 May 1995
Kenneth L. Tepper President & CEO/Director 36 March 1995
Clarence L. Rader Director/Chairman of Bank 67 May 1995
Carmen J. Cocca, Jr. Director 51 March 1996
Jeffrey A. D'Ambrosio Director 43 November 1995
George C. Fogwell III Director 51 December 1995
John A. Gambone Director 59 May 1995
Wayne O. Leevy Director 54 June 1996
Carol J. Kauffman Director 51 November 1997
</TABLE>
* Bruce W. Kauffman served as Chairman of the Company and the Bank until his
appointment by the President of the United States as a Federal Judge.
Following is a brief summary of each Director's occupations over the last five
years.
George M. Laughlin ("Dewey") is a real estate investor and insurance broker, and
graduated from Temple University in 1949. He is the founder and owner of Best
Auto Tags and Abat's Auto Tags, one of the first companies to originate the
24-hour licensed messenger service in Pennsylvania. Mr. Laughlin owns and
manages a total of twenty-four branch locations throughout the Commonwealth of
Pennsylvania. He is a veteran of the United States Navy, having served on the
aircraft carrier U.S.S. Independence in every major South Pacific campaign of
World War II. Mr. Laughlin resides in Haverford, Pennsylvania.
Kenneth L. Tepper is a Director and President and Chief Executive Officer of the
Company and of Peoples Thrift Savings Bank ("the Bank"), the Company's operating
subsidiary. Mr. Tepper served as Secretary, Corporate Counsel and Director of
Mergers & Acquisitions for Royal Bank of Pennsylvania from 1987 through 1990,
and from 1990 through 1991, Mr. Tepper was an agent of the FDIC assigned to the
Resolution Trust Corporation ("RTC"). From 1991 through 1993 Mr. Tepper was
Director, Merchant Banking at Tucker Federal SLA, and from 1994 through 1995 was
Managing Director of MerchantoBancShares, Inc., an investment banking firm
specializing in community bank mergers and loan portfolio acquisitions. He was
Finance Chairman of the Pennsylvania Republican State Committee during the 1994
gubernatorial campaign, and a principal of the 1995 Congressional Medal of Honor
Society Convention.
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Clarence L. Rader From 1986 to 1995, Mr. Rader served as President and Chief
Executive Officer of the Bank. Mr. Rader was president of the Norristown School
Board, and chairman of the Central Montgomery Chamber of Commerce from
1991-1992. He is a senior appraiser with the American Society of Appraisers.
Carmen J. Cocca, Jr. is currently the President of PPCO Insurance Brokerage,
Inc. in Blue Bell, Pennsylvania. From 1992 to 1996 Mr. Cocca was the President
of Physicians Insurance Company, in Plymouth Meeting, Pennsylvania. Mr. Cocca is
the Chairman of the Cocca Family Foundation, a former Director of Kencrest, and
a former Director of the Bucks County MHMR.
Jeffrey A. D'Ambrosio owns and is Chief Executive Officer of D'Ambrosio Dodge in
Downingtown, Pennsylvania. Mr. D'Ambrosio presently owns and manages 11 auto
franchises in Chester County. Mr. D'Ambrosio is a member of the Dodge Dealers
National Advertising Council, and serves on the Pennsylvania Board of Vehicle
Manufacturers, Dealers and Salespersons. Mr. D'Ambrosio currently is chairman of
the local YMCA.
George C. Fogwell III is a Senior Captain with Delta Airlines, where he also
serves as a flight instructor. Mr. Fogwell serves as the neighborhood chairman
of the American Heart Association in Manchester, New Hampshire.
John A. Gambone is the Chairman, President and Chief Executive Officer of
Gambone Bros. Organization, Inc., a real estate development concern founded in
1958 and headquartered in Fairview Village, Pennsylvania. He is a member of the
Pennsylvania Horse Breeders Association as well as numerous professional
organizations related to the building industry. Mr. Gambone also serves as a
member of the Finance Committee of Saint Isaac's Church in Devon.
Carol J. Kauffman is the Director of Business Development for Lawyers' Travel
Service Division of the World Travel Specialists Group, and has served in this
position since 1996. Prior to Lawyers' Travel, Ms. Kauffman was Senior Account
Executive, Account Services for Reimel Carter Public Relations firm after
successfully selling the firm she founded over ten years ago, Lawlor Jackson,
Inc.
Wayne O. Leevy is the Managing Partner of Mitchell & Titus, LLP, a public
accounting firm. Prior to Mitchell & Titus, Mr. Leevy was Managing Officer of
Leevy, Redcross and Co., which merged with Mitchell in 1990. Mr. Leevy is a
member of the Greater Philadelphia First School Governing Board.
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Executive Officers
The Executive Officers of the Company are Kenneth L. Tepper, President & CEO,
Harry S. McElhone, Senior Vice President and David J. Torpey, Chief Financial
Officer. Except with respect to Mr. Tepper, following is a brief summary of each
Executive Officer's occupation for the last five years.
Kenneth L. Tepper For Mr. Tepper's biographical information, see Directors,
above.
Harry S. McElhone, age 47, is currently Senior Vice President of the Bank, where
he has been employed since 1996. From 1992 to 1996, Mr. McElhone served as
Senior Vice President of MetroBank of Philadelphia. Mr. McElhone was also at
Chemical Bank in New Jersey from 1987 to 1991 as Assistant Vice President,
Commercial Lending.
David J. Torpey, age 43, is currently Chief Financial Officer of the Company,
where he has been employed since 1996. Prior to employment with the Company, Mr.
Torpey served from 1994 through 1996 as Chief Financial Officer of First
Executive Bank in Philadelphia, and from 1992 to 1994 as Chief Financial Officer
of First Washington State Bank, in Windsor, New Jersey.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Company's directors, certain of
its officers and persons who own more than ten percent of the Company's Common
Stock (collectively the "Reporting Persons") to file reports of ownership and
changes in ownership with the Securities and Exchange Commission and to furnish
the Company with copies of these reports.
Based on the Company's review of the copies of these reports received by it, and
representations received from Reporting Persons, the Company believes that, with
the exception of Mr. Tepper, who inadvertently failed to file a Form 4 regarding
two transactions which occurred within one day of each other in a timely manner,
and Mr. Laughlin who inadvertently failed to file a Form 4 regarding a
transaction which occurred in December, all filings required to be made by the
Reporting Persons for the period January 1, 1997 through December 31, 1997 were
made on a timely basis.
Item 10. Executive Compensation
The following table sets forth compensation paid in fiscal years 1995,
1996 and 1997 for services performed in all capacities for the Company and the
Bank with respect to the Chief Executive Officer. With the exception of Mr.
Tepper, no Executive Officer of the Company earned over $100,000 in fiscal 1997.
SUMMARY COMPENSATION TABLE
Long Term
Annual Compensation
Name and Compensation No. of Securities
Principal Position Fiscal Year Salary Underlying Options
- ------------------ ----------- ------ ------------------
Kenneth L. Tepper 1995 132,000 (1) 100,000
President & CEO 1996 132,000 (1)
1997 132,000 (1)
(1) In addition to a base salary of $120,000, Mr. Tepper received $12,000 in
additional compensation which was used to purchase a deferred compensation
life insurance policy.
Mr. Tepper's salary was increased to $245,000 effective March 1, 1998.
<PAGE>
Employment Contracts
On November 30, 1995, the Company entered into a five year employment
agreement with Mr. Tepper pursuant to which Mr. Tepper is receives an annual
base salary of $120,000 and an annual cash bonus and grants of stock options as
determined by the Board of Directors. Pursuant to the contract, Mr. Tepper was
granted options to purchase 100,000 shares of Common Stock at an exercise price
of $10.00 per share. All of the options are exercisable and expire in November
2005. The agreement provides that in the event the Company discharges Mr. Tepper
other than for cause or disability or incapacity or Mr. Tepper terminates his
employment with the Company upon the occurrence of certain specified events or
occurrences, including a change of control of the Company, Mr. Tepper will
receive severance payments equal to his accrued but unpaid base compensation and
incentive compensation plus a lump sum equal to no more than 2.99 times the
average of his total annual compensation over the previous five years. On
February 13, 1998, the Company extended Mr. Tepper's contract through February
12, 2001, at an annual base salary of $245,000 and an annual cash bonus and
grants of stock options as determined by the Board of Directors. Pursuant to the
contract, Mr. Tepper was granted options to purchase 20,000 shares of Common
Stock at 110% of the market price on the day of the grant per share, and options
to purchase 10,000 shares of Common Stock at $20.00 per share. Of the 20,000
options, 9,000 will vest after six months, 9,000 will vest after one year, and
2,000 will vest after two years. Of the 10,000 options granted, 3,900 will vest
after two years, 5,000 will vest after three years and 1,100 will vest after
four years.
The following table sets forth the number and value as of December 31,
1997 of options held by the Chief Executive Officer at December 31, 1997. No
Executive Officer exercised options in fiscal 1997.
AGGREGATED OPTION EXERCISES IN FISCAL 1997
AND FISCAL YEAR END OPTION VALUES
Number of
Securities
Underlying Value of Unexercised
Unexercised Options In-the-money Options
at 12/31/97 at 12/31/97
- ----------- -----------
Exercisable/ Exercisable/
Name Unexercisable Unexercisable
- ---- ------------- -------------
Kenneth L. Tepper 133,000 / 0 (1) $329,840/ $0.00
(1) Reflects adjustment of options granted in fiscal 1995 to reflect 33%
dividend declared by Company in July, 1997.
In conjunction with the private placement of $7.5 million of Common
Stock of the Company, which was consummated on February 13, 1998, options to
purchase 3,333 shares of Common Stock at an exercise price of $15.00 were
granted to three employees of the Company. Additionally, warrants convertible
for five years into 3.25% of the Common Stock of the Company were granted to
Sandler O'Neill as compensation for acting as underwriter in the $7.5 million
private placement. The exercise price of the warrants will be $10.24 per share.
The number of warrants will be adjusted for stock splits, stock dividends, and
the issuance of additional shares so as to maintain Sandler O'Neill's ownership
of the fully diluted Common Stock at 3.25% for a period of three years from the
closing of the Offering.
<PAGE>
Compensation of Directors
Directors of the Company receive a fee of $200 for each meeting of the
Board of Directors attended. As of January, 1998, Directors receive $100 per
committee meeting attended. In conjunction with their service as Chairman of the
Company and the Bank respectively, Mr. Laughlin receives $1,000 per month, and
Mr. Rader received $5,000 per month.
<PAGE>
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information concerning the beneficial
ownership of the Company's Common Shares as of March 31, 1998 by each Director,
the Chief Executive Officer, all Directors and Officers as a group, and each
person known to the Company to beneficially own 5% or more of the Company's
outstanding Class A Common Stock. Mr. Tepper owns all the issued and outstanding
Class B Common Stock. Except as otherwise noted, the address for each such
person is 1535 Locust Street, Philadelphia, Pennsylvania 19102. Sandler O'Neill
Asset Management LLC, through shared voting and dispositive power, owns greater
than 5% of the Company's issued and outstanding Common Stock.
<TABLE>
<CAPTION>
No. of Shares No. of Shares Common Class
Name of Common Stock Class B Stock Stock B Stock
Beneficial Beneficially Beneficially % of % of
Owner Owned (1) Owned (1) Class (1) Class
- ---------- --------- --------- --------- ------
<S> <C> <C> <C> <C>
Carol J. Kauffman 41,108(2) 2.62%
Kenneth L. Tepper 188,878(4) 11.17% 10,000 100.00%
Clarence L. Rader 13,300(3) *
Carmen J. Cocca, Jr. 25,600(3) 1.68%
Jeffrey A. D'Ambrosio 39,900(3) 2.59%
George C. Fogwell III 33,649(3)(5) 2.19%
John A. Gambone 42,407(3)(6) 2.75%
George M. Laughlin 42,067(3)(7) 2.73%
Wayne O. Leevy 7,980(3) *
Sandler O'Neill Asset
Management LLC(8) 107,564 6.8%
Directors/Officers 421,258 30.73% 100.00%
(12 persons)
</TABLE>
* less than one percent (1%)
(1) Calculated in accordance with Rule 13d-3 of the Securities Exchange Act of
1934, beneficially owned shares include shares over which the named person
exercises sole or shared either voting power or investment power. It also
includes shares owned by (i) a spouse, minor children or by relatives
sharing the same home, (ii) entities owned or controlled by the named person
and (iii) other persons if the named person has the right to acquire such
shares within 60 days by the exercise of any right or option. Unless
otherwise noted, shares are owned of record and beneficially by the named
person.
(2) Includes 1,218 shares owned by Mrs. Kauffman's husband, and options to
purchase 39,900 shares held by Mrs. Kauffman's husband.
(3) Includes options to purchase 6,650 shares presently exercisable at $10.00
per share.
(4) Includes 133 shares held by Mr. Tepper as custodian for his minor son. Also
includes options to purchase 133,000 shares presently exercisable at $10.00
per share.
(5) Includes 399 shares held by Mr. Fogwell's children.
(6) Mr. Gambone's shares are owned in the name of a trust, of which Mr. Gambone
is trustee (19,950 shares), and in the name of a corporation (14,244
shares), of which Mr. Gambone is president. Includes 233 shares owned by
family members who reside in Mr. Gambone's home, with respect to which Mr.
Gambone disclaims any beneficial ownership.
(7) Shares shown as beneficially owned by Mr. Laughlin include 13,300 shares
held by his wife, and 665 shares held by his daughter.
(8) The address for Sandler O'Neill Asset Management LLC is 712 Fifth Avenue,
22d Floor, New York, New York 10019.
<PAGE>
Item 12. Certain Relationships and Related Transactions
The Bank has engaged in, and expects in the future to engage in,
banking transactions in the ordinary course of business with its Directors,
Executive Officers and principal shareholders (or their affiliate organizations)
on substantially the same terms as those prevailing for comparable transactions
with others. All loans by the Company to such persons (i) were made in the
ordinary course of business, (ii) were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons, and (iii) did not involve more than
the normal risk of collectibility or present other unfavorable features. As of
March 31, 1998, Executive Officers and Directors of the Company or the Bank had
outstanding indebtedness to the Bank exceeding $60,000 as follows. The Bank had
loan commitments outstanding to Mr. Gambone's company of $294,854, of which the
entire amount had been utilized. Each commitment is adequately collateralized by
a mortgage on land. The Bank also has a residential mortgage loan to Mr. Tepper
in the amount of $525,000, which is adequately collateralized by a mortgage, and
granted at terms as described above. The aggregate amount of loans outstanding
to Executive Officers and Directors of the Bank as of March 31, 1998 equalled
7.98% of shareholder's equity. Additionally, Mr. Tepper and the Company signed
an Agreement in which the Company has the option for each of the next three
years to cap the anti-dilutive feature of Mr. Tepper's Class B Common Shares for
that year in exchange for a payment of $150,000. In 1998, the Company elected to
make the payment to Mr. Tepper. Due to this agreement, Mr. Tepper did not
receive any additional shares related to the $7.5 million private placement of
stock (prior to the agreement, Mr. Tepper would have had the right to 85,470
additional shares upon conversion of his Class B Stock). Finally, warrants
convertible for five years into 3.25% of the Common Stock of the Company were
granted to Sandler O'Neill as compensation for acting as underwriter in the $7.5
million private placement. The exercise price of the warrants will be $10.24 per
share. The number of warrants will be adjusted for stock splits, stock
dividends, and the issuance of additional shares so as to maintain Sandler
O'Neill's ownership of the fully diluted Common Stock at 3.25% for a period of
three years from the closing of the Offering.
<PAGE>
SIGNATURE
In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of PA.
USABancShares, Inc.
By: /s/ Kenneth L. Tepper
----------------------------------------------
Kenneth L. Tepper
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ David J. Torpey
---------------------------------------------
David J. Torpey
Vice President, Chief Financial Officer
(Principal Accounting and Financial Officer)
<PAGE>
The following Exhibits are filed as part of this report. (Exhibit numbers
correspond to the exhibits required by Item 601 of Regulation S-B for an annual
report on Form 10-KSB)
Page No. in Sequential
Exhibit No. Numbering System
3(a) Amended and Restated Articles of Incorporation N/A
of the Company, as amended.*
3(b) Bylaws of the Company.* N/A
4(a) Specimen Stock Certificate of the Company.* N/A
10.1 Stock Option Plan (incorporated by reference to Exhibit
10.1 of the Form SB-2)
10.2 Employment agreement by and between the Registrant and Kenneth L.
Tepper (incorporated by reference to Exhibit 10.2 of the Form SB-2)
10.3 Employment agreement by and between the Registrant and Bruce W.
Kauffman (incorporated by reference to Exhibit 10.3 of the Form SB-2)
10.4 Agreement by and between Kenneth L.Tepper and the Registrant dated
January 2, 1998.
10.5 Warrant Agreement between the Registrant and Sandler O'Neill dated
February 13, 1998.
10.6 Registration Rights Agreement between the Registrant and certain
shareholders dated February 13, 1998.
11 Computation of Per Share Earnings (Included in Financial Statements on
Page F-26 and F-27)
21 Subsidiaries of the Company* N/A
27 Financial Data Schedule
27.1 Fiscal year ended 1995
27.2 Period ended March 31, 1996
27.3 Period ended June 30, 1996
27.4 Period ended September 30, 1996
27.5 Fiscal year ended December 31, 1996
27.6 Period ended March 31, 1997
27.7 Period ended June 30, 1997
27.8 Period ended September 30, 1997
27.9 Fiscal year ended December 31, 1997
26
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(B) Reports on Form 8-K
The Company did not file any reports on Form 8-K
during the fourth quarter of 1997.
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*Incorporated by reference from the Registration Statement on Form SB-2 of the
Company, as amended, Registration No. 33-92506.
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