Form 8-K
Item 5. Other Events.
USBANCORP, Inc. (the "Registrant") announced on May
26, 1998, that at its regularly scheduled board meeting on
Friday, May 22, 1998, the Board of Directors has declared
a 3 for 1 stock split in the form of a 200% stock dividend.
In a separate action related to the Company's Common Stock
Repurchase Program, the Board of Directors increased the
maximum aggregate number of shares which can be repurchased
to 1.4 million (4.2 million on a post-split basis) and the
maximum aggregate cash outlay which can be used to support
the repurchase program to $70 Million. For a more detailed
description of the proposed transaction see the press
release attached as Exhibit #99.1.
Exhibits
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Exhibit 99.1 Press release dated May 26, 1998,
announcing that USBANCORP, Inc.'s, Board of
Directors declared a 3 for 1 stock split in
the form of a 200% stock dividend and
increased the maximum aggregate number of
shares which can be repurchased to 1.4
million and the maximum cash outlay which
can be used to support the Company's Common
Stock Repurchase Program to $70 million.
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.
USBANCORP, Inc.
/s/Jeffrey A. Stopko
Jeffrey A. Stopko
Senior Vice President
& CFO
Date: May 27, 1998
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For information contact:
Jeffrey A. Stopko Date: May 26, 1998
Senior Vice President & For release: Immediately
Chief Financial Officer
(814) 533-5310
USBANCORP Announces a 3 for 1 Stock Split and an
Increase in its Treasury Stock Buy-Back Program
Johnstown, Pa. USBANCORP, Inc. (NASDAQ: UBAN)
announced that at its regularly scheduled board meeting on
Friday May 22, 1998, the Board of Directors declared a 3
for 1 stock split in the form of a 200% stock dividend.
The distribution will be payable July 31, 1998, to
shareholders of record on July 16, 1998. There are
currently approximately 4.8 million USBANCORP common shares
outstanding; the stock split would increase that number to
approximately 14.4 million shares.
In a separate action related to the Company s Common
Stock Repurchase Program, the Board of Directors increased
the maximum aggregate number of shares which can be
repurchased to 1.4 million (4.2 million on a post-split
basis) and the maximum aggregate cash outlay which can be
used to support the repurchase program to $70 million. The
previous limits had been 1.2 million shares and $45
million. The Board of Directors also eliminated the
previous maximum price per share repurchase threshold of
250% of book value. These actions reaffirm the Company s
belief that an active treasury stock buyback program is a
critical tool needed for effective capital management.
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Finally, as previously announced at the Company s
Annual Meeting, the Board of Directors also declared an
increased quarterly cash dividend. The new quarterly cash
dividend of $0.42 per share ($0.14 per share on a post-
split basis) will be paid July 1, 1998 to shareholders of
record June 3, 1998. The following table summarizes the
declaration, record, and payable dates for the cash and
stock dividend:
Cash Dividend Stock Split/Dividend
Declaration date May 22, 1998 May 22, 1998
Record date June 3, 1998 July 16, 1998
Payable date July 1, 1998 July 31, 1998
USBANCORP, a community bank holding company, is the
parent of U.S. Bank and USBANCORP Trust Company in
Johnstown and Three Rivers Bank and Trust Company in
Pittsburgh. The Company s subsidiaries provide full
services banking to six Southwestern Pennsylvania counties
through forty-three community offices. At March 31, 1998,
USBANCORP had total assets of $2.2 billion and
shareholders equity of $156 million or $32.47 per common
share.
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