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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
USABancShares, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
917289 10-0
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(CUSIP Number)
Klehr, Harrison, Harvey, Branzburg & Ellers LLP
Attn: Stephen T. Burdumy, Esq.
1401 Walnut Street
Philadelphia, PA 19102
(215) 568-6060
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 8, 1997
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(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 7
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CUSIP No. 917289 10-0 Page 2 of 7 Pages
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(1) Names of Reporting Persons.
S.S. or I.R.S. Identification Nos. of Above Persons
George M. Laughlin
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (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 if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
/ /
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(6) Citizenship or Place of Organization
United States of America
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Number of Shares (7) Sole Voting
Beneficially Owned Power 42,067
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 0
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(9) Sole Dispositive
Power 42,067
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially
Owned by Each Reporting Person 42,067
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CUSIP No. 917289 10-0 Page 3 of 7 Pages
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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) 5.7
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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.
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CUSIP No. 917289 10-0 Page 4 of 7 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 initial filing of
Schedule 13D for George M. Laughlin.
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 George M. Laughlin.
(b-c) Mr. Laughlin's business address is 16 Baltimore Pike, Springfield,
Pennsylvania 19064. His present principal occupation is as Chairman of Best &
Abat's Auto Tags.
(d) During the last five years, Mr. Laughlin has not been convicted of
any criminal proceeding.
(e) During the last five years, Mr. Laughlin 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. Laughlin is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On December 8, 1997, Mr. Laughlin purchased (i) five thousand shares
(5,000) of Common Stock in an open market transaction at a price of Nine
Dollars and Fifty Cents ($9.50) per share for an aggregate purchase price of
Forty Seven Thousand Five Hundred Dollars ($47,500), and (ii) five hundred
(500) shares, in an open market transaction, at a price of Nine Dollars and
Seventy Eight Cents ($9.78) per share for an aggregate purchase price of Four
Thousand Eight Hundred and Ninety Dollars ($4,890) (collectively, the
"Shares"). The Shares were purchased using personal funds. On December 19,
1997, Mr. Laughlin purchased two thousand five hundred shares (2,500) of
Common Stock in an open market transactions at a price of Ten Dollars
($10.00) per share for an aggregate purchase price of Twenty-Five Thousand
Dollars ($25,000).
ITEM 4. PURPOSE OF THE TRANSACTION
Mr. Laughlin is a director of the Issuer. Mr. Laughlin purchased the
Shares reported herein in order to make an additional substantial equity
investment in the Issuer. However, Mr. Laughlin 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. Laughlin may purchase additional shares of Common
Stock or may sell shares of Common Stock in the open market, in
privately-negotiated transactions, or otherwise. Whether Mr. Laughlin, 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. Laughlin's continuing assessment of pertinent factors,
without limitation,
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CUSIP No. 917289 10-0 Page 5 of 7 Pages
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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. Laughlin;
economic conditions; stock market and money market conditions; the
availability and cost of financing; and, other plans and requirements of Mr.
Laughlin.
Except as otherwise described above, Mr. Laughlin 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. Laughlin's position as a director of the Issuer, Mr.
Laughlin 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. Laughlin, 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 January 29, 1998, Mr. Laughlin is the beneficial owner of, and
has sole dispositive and voting power with respect to, 42,067 shares of
Common Stock (including 6,650 shares issuable upon exercise of immediately
exercisable options), which shares constitute 5.7% of the issued and
outstanding shares of Common Stock (based on 732,426 shares of Common Stock
issued and outstanding as reported in the Issuer's Quarterly Report on Form
10-QSB for the quarter ended September 30, 1997.
(c) Except for the transactions described in Item 3 above, Mr. Laughlin has
not effected any transactions in the securities of the Issuer during the past
sixty (60) days.
(d) No persons, other than Mr. Laughlin, 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. Laughlin.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Of the 42,067 shares of Common Stock beneficially owned by Mr. Laughlin
as reported herein, 13,300 shares are registered in the name of his wife and
665 shares are registered in the name of his daughter. With respect to the
13,300 shares in his wife's name, Mr. Laughlin exercises sole voting and
dispositive power. With respect to the 665 shares in his daughter's name, Mr.
Laughlin exercises sole voting and dispositive power.
There are no contracts, arrangements, understandings or relationships
(legal or otherwise), except as described above, between Mr. Laughlin and any
person with respect to any securities of the Issuer, including, but not
limited to,
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CUSIP No. 917289 10-0 Page 6 of 7 Pages
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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 7 of 7 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.
January 29, 1998 /s/ George M. Laughlin
Date ----------------------------------------
George M. Laughlin
