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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Amendment No 1
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)
December 9, 1998
(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(e), 13d-1(f) or 13d-1(g), 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 5
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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
Kenneth L. Tepper
______________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
______________________________________________________________________________
3 SEC USE ONLY
______________________________________________________________________________
4 SOURCE OF FUNDS*
PF
______________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e) [ ]
______________________________________________________________________________
6 CITIZENSHIP OR PLACE OR ORGANIZATION
United States of America
_______________________________________________________________________________
| |
NUMBER OF | 7 | SOLE VOTING POWER
SHARES | | 275,764
BENEFICIALLY |_____|________________________________________________________
OWNED BY | |
EACH | 8 | SHARED VOTING POWER
REPORTING | | 0
PERSON WITH |_____|________________________________________________________
| |
| 9 | SOLE DISPOSITIVE POWER
| | 275,764
|_____|________________________________________________________
| |
| 10 | SHARED DISPOSITIVE POWER
| | 0
_______________|_____|_________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
275,764(1)
______________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
______________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%(1)
______________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
______________________________________________________________________________
*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 A 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 5 Pages
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SCHEDULE 13D
This Report filed by Kenneth L. Tepper ("Mr. Tepper") is the first
amendment of his filing on Schedule 13D (the "Schedule 13D") with respect to the
Class A common stock, $1.00 par value per share (the "Common Stock") of
USABancShares, Inc. (the "Issuer"). This Report relates to the purchase by Mr.
Tepper, in privately negotiated transactions from an individual and four
entities unaffiliated with Mr. Tepper or the Issuer, of (i) 40,000 shares of
Common Stock at $7.125 per share on December 9, 1998 and (ii) 4,442 shares
Common Stock at $7.75 per share on December 23, 1998. Capitalized terms used,
but not defined herein, shall have the meanings ascribed to them in the Schedule
13D.
Item 1 Security and Issuer
Item 1 is hereby amended and restated in its entirety as follows:
This Statement relates to the Issuer's Common Stock. The address of the
Issuer's principal executive office is 1535 Locust Street, Philadelphia,
Pennsylvania 19102.
Item 2 Identity and Background
Item 2(b-c) is hereby amended and restated in its entirety as follows:
Mr. Tepper's business address is 1535 Locust Street, Philadelphia,
Pennsylvania 19102. His present principal occupation is President and Chief
Executive Officer of the Issuer.
Item 3 Source and Amount of Funds or Other Consideration
Item 3 is hereby supplemented by adding the following:
Mr. Tepper purchased, in privately negotiated transactions, from five
entities unaffiliated with Mr. Tepper or the Issuer (i) 40,000 shares of Common
Stock at a price of $7.125 per share for an aggregate purchase price of $285,000
on December 9, 1998 and (ii) 4,442 shares Common Stock at $7.75 per share for an
aggregate purchase price of $34,425.50 on December 23, 1998 (collectively, the
"Shares"). The Shares were purchased using personal funds.
Item 4 Purpose of the Transaction
Item 4 is hereby supplemented by adding the following:
In January 1998, Mr. Tepper and the Issuer signed an agreement in which
the Issuer has the option for each of the next three years to cap the
anti-dilutive feature of Mr. Tepper's Class B Shares for that year, in exchange
for a payment of $150,000. In 1998, the Issuer elected to make the payment to
Mr. Tepper.
Item 5 Interest in Securities of the Issuer
Item 5(a-b) is hereby amended and restated in its entirety as follows:
As of December 23, 1998, Mr. Tepper is the beneficial owner of, and has
sole dispositive and voting power with respect to, 275,764 shares of Common
Stock (including 192,030 shares issuable upon exercise of immediately
exercisable options), which shares constitute 12.5% of the issued and
outstanding shares of Common Stock (based on 2,007,392 shares of Common Stock
issued and outstanding on November 30, 1998).
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CUSIP No. 917289 10-0 Page 4 of 5 Pages
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Item 5(c) is hereby supplemented by adding the following:
Mr. Tepper purchased, in privately negotiated transactions, from five
entities unaffiliated with Mr. Tepper or the Issuer (i) 40,000 shares of Common
Stock at a price of $7.125 per share for an aggregate purchase price of $285,000
on December 9, 1998 and (ii) 4,442 shares Common Stock at $7.75 per share for an
aggregate purchase price of $34,425.50 on December 23, 1998 (collectively, the
"Shares").
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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.
December 31 , 1998
Date /s/ Kenneth L. Tepper
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Kenneth L. Tepper
