USABANCSHARES INC
8-K, 1998-03-04
STATE COMMERCIAL BANKS
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                   FORM 8-K


                                CURRENT REPORT


               Pursuant to Section 13 or 15(d) of THE SECURITIES
                             EXCHANGE ACT OF 1934


      Date of Report (Date of earliest event reported) February 13, 1998
                                                      -------------------


                              USABANCSHARES, INC.
              --------------------------------------------------
              (Exact name of registrant as specified in charter)



<TABLE>
<S>                                                 <C>                                 <C>       
              Pennsylvania                                 000-27244                                 23-2806495
- ----------------------------------------------      ------------------------            ------------------------------------
(State or other jurisdiction of Incorporation)      (Commission File Number)            (IRS Employer Identification Number)



   One Penn Square, 30 South 15th Street, Philadelphia PA                                      19102
   ------------------------------------------------------                                    ----------
         (Address of principal executive offices)                                            (Zip Code)

</TABLE>


        Registrant's telephone number, including area code 215-569-4200
                                                           ------------





                       This document consists of 4 pages
                        Exhibit Index appears at Page 3


<PAGE>



Item 5.           Other Events

                  On February 18, 1998, the Registrant announced the private
                  placement of 769,231 shares of its common stock to
                  institutional investors.


                  The Registrant issued a press release regarding such
                  placement on February 18, 1998, a copy of which is attached
                  hereto and incorporated herein by reference.


                  Exhibit 99 - Press Release of the Registrant, dated February
                  18, 1998.

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.



                                                     USABANCSHARES, INC.



Date: February 26, 1998                  By:   /s/ Amy B. Smith
                                            -------------------
                                             Name: Amy B. Smith
                                             Title: Corporate Counsel

                                      -2-

<PAGE>


                                 EXHIBIT INDEX

Exhibit No.
- -----------

   99                      Press Release dated February 18, 1998


                                      -3-



<PAGE>  

                 USABancShares
                    MEDIA ADVISORY
                    FOR IMMEDIATE RELEASE              FOR INFORMATION CONTACT
                    February 18, 1998                        Kenneth L. Tepper

                    USA COMPLETES $7,500,000
                    SALE OF COMMON STOCK

                    . . . For 6:00 A.M. RELEASE: USABancShares (NASDAQ-"USAB") 
                    today announced the private placement of 769,231 shares of 
                    its common stock, which raised $7,500,000 in new capital.
                    Sandler O'Neill & Partners served as placement agent for 
                    the offering, which was fully subscribed.

                    "With the guidance of our investment bankers at Sandler 
                    O'Neill, we're pleased to welcome our new shareholders -- 
                    who include the some of the most prominent institutional 
                    investors in the country," stated Kenneth L. Tepper, 
                    President & CEO. "This capital allows continued expansion 
                    of our banking operations, and more than doubles our 
                    lending limit which will now approach $2,000,000. Our 
                    ability to better serve customers . . . and to explore 
                    new and exciting opportunities for growth . . . has been 
                    greatly enhanced", he concluded.

                    The Company also intends to shortly announce the opening 
                    of its new headquarters and principal retail banking center,
                    to be located in the heart of center city Philadelphia.

                    USABancShares is a community bank holding company 
                    regulated by the Federal Reserve Board; its 110 year old
                    FDIC insured savings bank is engaged in commercial,
                    consumer & residential lending in the Delaware Valley. 
                    The company's USACapital division provides stock brokerage
                    services to retail and institutional customers.
               
                                             ## 

                    One Penn Square o 30 South 15th St. o Philadelphia, PA 19102
                                (215) 569-4200 o Fax (215) 569-4214          





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