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– Release Delayed to: 8/18/06 ·As Of Filer Filing For·On·As Docs:Size Issuer Agent 12/29/04 Ameriserv Financial Inc/PA S-3/A¶ 3:154K Merrill Corp/New/FA |
Document/Exhibit Description Pages Size 1: S-3/A Pre-Effective Amendment to Registration Statement HTML 147K for Securities Offered Pursuant to a Transaction 3: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 14K 2: EX-23.1 Consent of Experts or Counsel HTML 8K
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VIA EDGAR AND FEDERAL EXPRESS
Securities
and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Christian Windsor
Dear Mr. Windsor:
We are counsel to AmeriServ Financial, Inc. ("AmeriServ") in connection with the above-referenced Registration Statement on Form S-3 (the "Registration Statement") and are writing in response to the comments set forth in the Staff's letter (the "Staff's Letter") dated December 21, 2004. We are today filing Amendment No. 1 to the Registration Statement. We are enclosing with the hard copy of this letter two copies of Amendment No. 1 which have been marked to show changes from the Registration Statement as filed.
As described below, AmeriServ is also filing today an amendment to its 2003 Form 10-K. We are enclosing with the hard copy of this letter two copies of the Form 10-K/A filed today marked to show changes from the Form 10-K as originally filed.
For ease of reference, we have set forth below, in boldface, each comment in the Staff's Letter followed by our response to that comment, in normal typeface.
Recent Developments- page 4
The final determination as to when the expenses will be incurred has not been made. The appropriate period in which such expenses will be accrued will be determined in accordance with SFAS 144 and 146. We have revised the sentence to indicate that the expenses will be incurred primarily in 2004. We have added a new sentence to the end of the second bullet to disclose the before and after capital ratios.
We have made this change.
Attached to this letter is a listing of the offering expenses and payees.
Selling Shareholders- page 14
On December 1, 2004, the number of shares of AmeriServ's outstanding common equity held by non-affiliates was 15,517,115 and the last sales price of the common stock as reported on the Nasdaq Stock Market was $5.30. Accordingly, AmeriServ's market capitalization calculated in accordance with the instructions to Form S-3 was $82,240,709 as of December 1, 2004.
The sentence just above the table of selling shareholders indicates that "except as set forth below," the selling shareholders are not affiliated with broker/dealers. Each selling shareholder that is an affiliate of a broker/dealer has a footnote disclosing this relationship.
We have added this information to the relevant footnotes.
Unless you indicate that these two conditions are met, you should indicate that the broker-dealer affiliate is an underwriter. Please revise accordingly or tell us why you don't believe the broker dealer affiliate offering shares for resale that is unable to make the above representations is not acting as an underwriter.
As described above, these two conditions have been met.
Plan of Distribution- page 16
We have done this.
December 31, 2003 10-K
AmerServ is today filing an amendment to its 2003 10-K to incorporate these changes.
AmeriServ is today filing an amendment to its 2003 10-K to incorporate these changes.
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Please contact me at (610) 205-6028 or Marsha Novick at (609) 987-6677, if you have any questions or comments regarding this letter or the Registration Statement.
Very truly yours, |
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STEVENS & LEE |
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/s/ Jeffrey P. Waldron |
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Jeffrey P. Waldron |
3
OFFERING EXPENSES
Payee |
Purpose |
Amount |
|||
---|---|---|---|---|---|
Lehman Brothers | Investment banking fee | $ | 1,985.000 | ||
Griffin Financial Group | Financial advisory fee | 259,000 | |||
Stevens & Lee, P.C. | Legal fees | 218,000 | |||
Deloitte and Touche | Accounting fees | 190,000 | |||
ADP | Solicitation fees (special meeting of shareholders) | 13,000 | |||
Bowne | Printing fees | 4,900 | |||
Miscellaneous | Out of pocket expense | 11,000 |
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This ‘S-3/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 12/29/04 | 10-K/A | ||
12/21/04 | ||||
12/1/04 | ||||
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