SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report Pursuant to Section 13 or 15(d) of the Securities
Act of 1934
Date of Report (Date of earliest event reported) July 12, 1999
USBANCORP, Inc.
(exact name of registrant as specified in its charter)
Pennsylvania 0-12204 25-1424278
(State or other (commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of Incorporation)
Main and Franklin Streets, Johnstown, Pa. 15901
(address or principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 814-533-5300
N/A
(Former name or former address, if changed since last report.)
Form 8-K
Item 5. Other Events.
USBANCORP, Inc. (the "Registrant") announced on July 12, 1999,
that its Board of Directors has approved a plan to split the
Company's banking subsidiaries into two separate publicly traded
companies. The plan would be effected through a tax-free spin-off
of its Three Rivers Bank & trust subsidiary to the Company's
shareholders. Completion of the spin-off is expected to take six to
nine months and is contingent upon a favorable tax ruling from the
Internal Revenue Service and regulatory approvals. 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 July 12, 1999, that its Board
of Directors has approved a plan to split the
Company's banking subsidiaries into two separate
publicly traded companies. The plan would be
effected through a tax-free spin-off of its Three
Rivers Bank & trust subsidiary to the Company's
shareholders. Completion of the spin-off is
expected to take six to nine months and is
contingent upon a favorable tax ruling from the
Internal Revenue Service and regulatory.
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.
By /s/Jeffrey A. Stopko
Jeffrey A. Stopko
Senior Vice President
& CFO
Date: July 12, 1999
Exhibit 99.1
USBANCORP to Spin-Off Three Rivers Bank
JOHNSTOWN, PA- USBANCORP, Inc. (NASDAQ: UBAN) today announced that
its Board of Directors has approved a plan to split the Company's
banking subsidiaries into two separate publicly traded companies.
The plan would be effected through a tax-free spin-off of its
Three Rivers Bank & Trust subsidiary to the Company's
shareholders. Completion of the spin-off is expected to take six
to nine months and is contingent upon a favorable tax ruling from
the Internal Revenue Service and regulatory approvals.
Under the proposed tax-free spin-off plan, 100% of the shares of a
holding company for Three Rivers Bank would be distributed to
shareholders of USBANCORP in proportion to their existing
USBANCORP ownership. Shareholders would retain their existing
USBANCORP shares. Upon consummation of the proposed spin-off, the
resulting companies will have the following corporate profiles
based upon financial data as of March 31, 1999:
Pro-Forma Financial Information
As of March 31, 1999
(Unaudited)
USBANCORP Three Rivers Bank
Total Assets $ 1.4 billion $ 1.0 billion
Total Loans $ 616 million $ 466 million
Total Deposits $ 683 million $ 573 million
Counties Served Cambria, Somerset, Allegheny, Washington,
Clearfield, Centre, Westmoreland
Westmoreland
Corporate Headquarters Johnstown Monroeville
Deposit Market Share in 25% 2%
Primary County
First Quarter Net Income $2,561,000 $2,475,000
Contribution to First Quarter EPS $0.19 $0.18
Return on Equity 13.1% 16.3%
The USBANCORP pro-forma financial data includes Standard Mortgage
Company (SMC), a mortgage banking company. SMC currently is a
subsidiary of Three Rivers Bank. SMC will be internally spun-off
from Three Rivers Bank to USBANCORP prior to consummation of the
proposed Three Rivers Bank spin-off. The unaudited pro-forma
financial information may not be reflective of actual operating
results due to changes in circumstances and events that may occur
in the future.
Terry K. Dunkle, Chairman, President & Chief Executive Officer of
USBANCORP, stated, "Over the past year, Management and the Board
of Directors have explored a wide range of strategic options to
position USBANCORP for future profitable growth in the financial
services industry. We strongly believe that the separation of the
banking subsidiaries into two totally separate and distinct
companies has the potential to generate the greatest near and long
term value in their businesses by allowing each bank to focus on
its core strengths and pursue different future strategic
directions. The creation of enhanced value in each Company will
be beneficial to shareholders, customers, employees, and the
communities in which each company operates."
After the spin-off, Three Rivers Bank will be positioned to raise
capital in a more cost-effective manner so that it can more
meaningfully participate in the consolidation of the banking
industry. With its current limited market share in the Greater
Pittsburgh Market, the Board of Directors believes that Three
Rivers Bank can pursue acquisition opportunities to grow its
franchise while continuing to emphasize its strong core community
banking expertise.
The spin-off also will be equally beneficial for USBANCORP's US
Bank subsidiary which has the largest deposit market share in
Cambria County. US Bank is strategically positioning itself to be
a full financial services provider with a strong emphasis on fee
income generation through trust services, mutual funds and
annuities, and insurance product lines. US Bank also will be
better positioned to market its union affiliation after the spin-
off in order to further grow its business in a targeted manner.
Approximately 250 non-management personnel of US Bank are members
of the United Steelworkers of America, AFL-CIO-CLC, Local Union
2635-06/07 and are covered by a collective bargaining agreement.
US Bank was awarded the 1998 Pennsylvania Governor's Award for
Labor-Management Cooperation.
Each Company will have its own separate board of directors and
senior management team. The Companies do expect to enter into an
arm's length, fair market value services agreement that would
allow them to continue to benefit from coordinated services
provided by the Parent Company of USBANCORP for a period of time
after the spin-off. Examples of outsourced services currently
provided by the Parent Company include asset/liability management,
internal audit and loan review, marketing, regulatory reporting
and compliance, and purchasing and accounts payable.
This news release may contain forward-looking statements that
involve risks and uncertainties, including the risks detailed in
the Company's Annual Report and Form 10-K to the Securities and
Exchange Commission as defined in the Private Securities
Litigation Reform Act of 1995. Actual results and the timing of
certain events may differ materially from those set forth in the
forward-looking statements.
For Further information contact:
Jeffrey A. Stopko, Senior Vice President, Chief Financial Officer,
(814) 533 - 5310
Terry K. Dunkle, Chairman, President & Chief Executive Officer,
(814) 533 - 5201
Orlando B. Hanselman, Executive Vice President, (814) 533 - 5319