Ameriserv Financial Inc/PA – ‘8-A12G’ on 3/1/95

As of:  Wednesday, 3/1/95   ·   Accession #:  903594-95-4   ·   File #:  0-11204

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      8-A                                                    4     31K 
 2: EX-1        Underwriting Agreement                                61±   256K 

8-A12G   —   8-A
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8-A12G
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________________________________________________________________                
________________________________________________________________                

SECURITIES AND EXCHANGE COMMISSION                

Washington, D.C.  20549               

FORM 8-A                

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES               
PURSUANT TO SECTION 12(b) OR (g) OF THE               
SECURITIES EXCHANGE ACT OF 1934               

USBANCORP, Inc.             
(Exact name of registrant as specified in its charter)                      

Pennsylvania                        25-1424278        
(State of incorporation or organization)     (I.R.S. Employer                   
                             Identification No.)

Main and Franklin Streets, Johnstown, PA            15901                       
(Address of principal executive offices)          (Zip Code)                

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class                Name of each exchange on which               
to be so registered                each class is to be registered               

None                                    Not Applicable                

If this Form relates to the registration of a class of debt           
securities and is effective upon filing pursuant to General                     
Instruction A.(c)(1), please check the following box.  __                       

If this Form relates to the registration of a class of debt           
securities and is to become effective simultaneously with the                   
effectiveness of a concurrent registration statement under the                  
Securities Act of 1933 pursuant to General Instruction A.(c)(2),                
please check the following box.   __                                            

Securities to be registered pursuant to Section 12(g) of the Act:               

Preferred Stock Purchase Rights               
(Title of Class)                
________________________________________________________________                
________________________________________________________________                

8-A12G
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Item 1.   Description of Registrant's Securities to be                          
Registered.                                                                     

On February 24, 1995, the Board of Directors of             
USBANCORP, Inc. (the "Company") declared a dividend distribution                
of one Right (individually, a "Right" and collectively, the                     
"Rights") for each outstanding share of the Company's Common                    
Stock, par value $2.50 per share (the "Common Stock"), to                       
shareholders of record at the close of business on March 15,                    
1995.  Each Right entitles the registered holder to purchase from               
the Company one one-hundredth of a share of Series C Junior                     
Participating Preferred Stock, without par value (the "Preferred                
Stock"), at a Purchase Price of $65.00, subject to adjustment.                  

The description and terms of the Rights are set forth       
in the Rights Agreement (the "Rights Agreement") dated February                 
24, 1995 between the Company and USBANCORP Trust Company, as                    
rights agent (the "Rights Agent").  The Rights Agreement has been               
filed as Exhibit 1 to this Registration Statement and is                        
incorporated herein by reference.  The Rights Agreement replaces                
the Shareholder Rights Protection Agreement dated November 10,                  
1989 between the Company and United States National Bank in                     
Johnstown, as rights agent, which expired on November 10, 1994.                 

Initially, the Rights will not be exercisable and no        
separate certificates evidencing the Rights ("Rights                            
Certificates") will be distributed.  The Rights will be evidenced               
by Common Stock certificates representing shares then                           
outstanding, and the Rights will automatically trade with the                   
Common Stock.  The Rights will separate from the Common Stock on                
a "Distribution Date."  A "Distribution Date" will occur upon the               
earlier of (i) 20 business days following a public announcement                 
that a person or group of affiliated or associated persons (an                  
"Acquiring Person") has acquired, or obtained the right to                      
acquire, 19.9% or more of the outstanding shares of Common Stock                
or voting securities representing 19.9% or more of the total                    
voting power of the Company (the "Stock Acquisition Date"),                     
(ii) 20 business days (or such later date as the Board of                       
Directors shall determine) following the commencement of a tender               
offer or exchange offer that would result in a person or group                  
acquiring 19.9% or more of such outstanding shares of Common                    
Stock, or total voting power, or (iii) 20 business days following               
the determination by the Board of Directors, after reasonable                   
inquiry and investigation, including consultation with such                     
persons as such directors shall deem appropriate, that, with                    
respect to any person who has, alone or together with his                       
affiliates or associates, acquired 10% or more of such                          
outstanding shares of Common Stock or total voting power of the                 
Company, (a) such beneficial ownership by such person is intended               
to cause the Company to repurchase the voting securities                        
beneficially owned by such person or to cause pressure on the                   
Company to take action or enter into a transaction or series of                 
transactions intended to provide such person with short-term                    
financial gain under circumstances in which the Board determines                
that the best long-term interests of the Company and its                        
shareholders would not be served by taking such action or                       
entering into such transaction or transactions at that time or                  
(b) such ownership is causing or is likely to cause a material                  
adverse impact on the business or prospects of the Company (any                 
such person being referred to herein and in the Rights Agreement                
as an "Adverse Person").                                                        

Until the Distribution Date, (i) the Rights will be         
evidenced by the Common Stock certificates and will be                          
transferred with and only with such Common Stock certificates,                  
(ii) new Common Stock certificates issued after March 15, 1995                  
will contain a notation incorporating the Rights Agreement by                   
reference, and (iii) the surrender for transfer of any                          
certificate for Common Stock outstanding will also constitute the               
transfer of the Rights associated with the Common Stock                         
represented by such certificate.                                                

The Rights are not exercisable until the Distribution       
Date and will expire at the close of business on February 23,                   
2005, unless earlier redeemed as described below.  Pursuant to                  
the Rights Agreement, the Company reserves the right to require,                
prior to the occurrence of a Triggering Event (as defined below),               
that upon any exercise of Rights, a number of Rights be exercised               
so that only whole shares of Preferred Stock will be issued.                    

As soon as practicable after the Distribution Date,         
Rights Certificates will be mailed to holders of record of the                  
Common Stock as of the close of business on the Distribution Date               
and, thereafter, the separate Rights Certificates alone will                    
represent the Rights.  Except as otherwise provided in the Rights               
Agreement or determined by the Board of Directors, only shares of               
Common Stock issued prior to the Distribution Date will be issued               
with Rights.                                                                    

In the event that (i) a person becomes an Acquiring         
Person (except pursuant to an offer for all outstanding shares of               
the Company's voting securities which at least a majority of the                
Continuing Directors (as defined below) determines to be fair to                
and otherwise in the best interests of the Company and its                      
shareholders), (ii) an Acquiring Person engages in one or more                  
"self-dealing" transactions as defined in the Rights Agreement,                 
(iii) the Company is the surviving corporation in a merger with                 
an Acquiring Person, (iv) during such time that there exists an                 
Acquiring Person, a recapitalization or reverse stock split                     
occurs which results in such Acquiring Person's proportionate                   
ownership interest being increased by more than 1%, or (v) any                  
person is determined to be an Adverse Person (any of the                        
foregoing, a "Flip-in Event"), each holder of a Right will                      
thereafter have the right to receive, upon exercise, Common Stock               
(or, in certain circumstances, cash, property, or other                         
securities of the Company) having a value (based on the lowest                  
closing sale price of the Common Stock during the twelve-month                  
period preceding the "Flip-in Event) equal to two times the                     
exercise price of the Right.  Notwithstanding the foregoing,                    
following the occurrence of a Flip-in Event, all Rights that are,               
or (under certain circumstances specified in the Rights                         
Agreement) were, beneficially owned by any Acquiring Person or an               
Adverse Person (or by certain related parties) will be null and                 
void.  Rights are not exercisable following the occurrence of a                 
Flip-in Event, however, until such time as the Rights are no                    
longer redeemable by the Company as set forth below.                            

For example, at an exercise price of $65.00 per Right,      
each Right not owned by an Acquiring Person or an Adverse Person                
(or by certain related parties) following a Flip-in Event would                 
entitle its holder to purchase $130.00 worth of Common Stock                    
based on the lowest closing price of the Common Stock during the                
twelve-month period preceding the Flip-in Event (or other                       
consideration, as noted above) for $65.00.  Assuming that the                   
lowest closing price of the Common Stock during such period was                 
$32.50, the holder of each valid Right would be entitled to                     
purchase four shares of Common Stock for $65.00.                                

The term "Continuing Directors" means any member of the     
Board of Directors of the Company who was a member of the Board                 
prior to the date of the Rights Agreement, and any person who is                
subsequently elected to the Board if such person is recommended                 
or approved by a majority of the Continuing Directors, but shall                
not include an Acquiring Person, an Adverse Person, or an                       
affiliate or associate of an Acquiring Person or Adverse Person,                
or any representative of the foregoing entities.                                

In the event that, at any time following the Stock          
Acquisition Date, (i) the Company is acquired in a merger or                    
other business combination transaction in which the Company is                  
not the surviving corporation (other than a merger which follows                
an offer for all outstanding voting securities of the Company,                  
which at least a majority of the Continuing Directors determines                
to be fair to and otherwise in the best interests of the Company                
and its shareholders, and the merger price is not less than, and                
the form of consideration is the same as, that paid in the tender               
or exchange offer) or (ii) 50% or more of the Company's assets or               
earning power is sold or transferred, each holder of a Right                    
(except Rights which previously have been voided as set forth                   
above) shall thereafter have the right to receive, upon exercise,               
common stock of the acquiring company having a value equal to two               
times the exercise price of the Right.  The events set forth in                 
this paragraph and in the third preceding paragraph are referred                
to as "Triggering Events."                                                      

The Purchase Price payable and the amount of Preferred      
Stock or other securities or property issuable upon exercise of                 
the Rights are subject to adjustment from time to time to prevent               
dilution (i) in the event of a stock dividend on, or a                          
subdivision, combination, or reclassification of, the Preferred                 
Stock (ii) if holders of the Preferred Stock are granted certain                
rights or warrants to subscribe for Preferred Stock or                          
convertible securities at less than the current market price of                 
the Preferred Stock, or (iii) upon the distribution to holders of               
the Preferred Stock of evidences of indebtedness or assets                      
(excluding regular quarterly cash dividends) or of subscription                 
rights or warrants (other than those referred to above).                        

With certain exceptions, no adjustment in the Purchase      
Price will be required until cumulative adjustments amount to at                
least 1% of the Purchase Price.  No fractional shares of                        
Preferred Stock will be issued and, in lieu thereof, an                         
adjustment in cash will be made based on the market price of the                
Preferred Stock on the last trading date prior to the date of                   
exercise.                                                                       

At any time during the twenty business days following       
the Stock Acquisition Date, the Company may redeem the Rights in                
whole, but not in part, at a price of $.001 per Right (payable in               
cash, Common Stock, or other consideration deemed appropriate as                
determined by the Board of Directors).  At any time prior to the                
date the Rights would otherwise become nonredeemable, a majority                
of the Continuing Directors may extend the period for redemption.               
The Company's right of redemption may be reinstated if an                       
Acquiring Person reduces such person's beneficial or total voting               
power ownership to 10% or less of the outstanding shares of                     
Common Stock or total voting power in a transaction or series of                
transactions not involving the Company and there is then no other               
Acquiring Person.  Immediately upon the action of the Board of                  
Directors ordering redemption of the Rights, the Rights will                    
terminate and the only right of the holders of Rights will be to                
receive the $.001 redemption price.  Notwithstanding the                        
foregoing, the Board of Directors may not redeem the Rights                     
following a determination that any person is an Adverse Person.                 

At any time after the occurrence of a Flip-in Event,        
the Board of Directors may exchange the Rights (other than Rights               
owned by an Acquiring Person or an Adverse Person or an affiliate               
or an associate of any such person, which have become void), in                 
whole or in part, at an exchange ratio of one share of Common                   
Stock, and/or other equity securities deemed to have the                        
equivalent value, per Right, subject to adjustment.                             

Until a Right is exercised, the holder thereof, as          
such, will have no rights as a shareholder of the Company,                      
including, without limitation, the right to vote or to receive                  
dividends.  While the distribution of the Rights will not be                    
taxable to shareholders or to the Company, shareholders may,                    
depending upon the circumstances, recognize taxable income in the               
event that the Rights become exercisable for Common Stock (or                   
other consideration) of the Company or for common stock of the                  
acquiring company as set forth above, or are exchanged as                       
provided in the preceding paragraph.                                            

Other than those provisions relating to the principal       
economic terms of the Rights, any of the provisions of the Rights               
Agreement may be amended by the Board of Directors of the Company               
prior to the Distribution Date.  After the Distribution Date, the               
provisions of the Rights Agreement may be amended by the Board in               
order to cure any ambiguity, to make changes which do not                       
adversely affect the interests of holders of Rights (excluding                  
the interests of any Acquiring Person or Adverse Person or an                   
affiliate or associate of any such person), or to shorten or                    
lengthen any time period under the Rights Agreement; however, no                
amendment to adjust the time period governing redemption shall be               
made during any period in which the Rights are not redeemable.                  

This foregoing description of the Rights does not           
purport to be complete and is qualified in its entirety by                      
reference to the Rights Agreement.                                              

Item 2.   Exhibits.                                                             

Exhibit Number             Description                                          

1        Rights Agreement, dated as of February 24, 1995,       
between USBANCORP, Inc. and USBANCORP Trust   
Company, as rights agent, which includes as   
Exhibit B thereto the Form of Rights          
 Certificate.  Pursuant to the Rights Agreement,
Rights will not be distributed until after the
Distribution Date (as defined in the Rights   
Agreement).                                   

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SIGNATURE               

Pursuant to the requirements of Section 12 of the           
Securities Exchange Act of 1934, the registrant has duly caused                 
this Registration Statement to be signed on its behalf by the                   
undersigned, thereto duly authorized.                                           

Date:  March 1, 1995          USBANCORP, INC.                                   

 By /s/Terry K. Dunkle
      Terry K. Dunkle,
                   Chairman, President and Chief
       Executive Officer

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EXHIBIT INDEX               

Exhibit Number           Description              Page                          

1              Rights Agreement,                                      
dated as of February 24,                
1995, between USBANCORP,                
Inc. and USBANCORP Trust                
Company, as rights agent.               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-A12G’ Filing		Date		First		Last			Other Filings
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		3/15/95		2					10-K
Filed on:		3/1/95		3
		2/24/95		2		4			8-K
		11/10/94		2
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