________________________________________________________________
________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 1, 2000
USBANCORP, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-11204 25-1424278
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Ident. No.)
Main and Franklin Streets, Johnstown, Pennsylvania 15901
(Address of principal executive offices) (Zip Code)
(814) 533-5300
Registrant's telephone number, including area code
N/A
(Former name or former address, if changed since last report)
________________________________________________________________
________________________________________________________________
Item 2. Acquisition or Disposition of Assets
On April 1, 2000, USBANCORP, Inc. distributed to its
shareholders all of the issued and outstanding common stock of
Three Rivers Bancorp, Inc. ("TRBC"), on the basis of one share
of TRBC common stock for every two shares of USBANCORP common
stock outstanding on March 24, 2000, the record date for this
distribution (hereinafter, the "Distribution"). TRBC owns all
of the issued and outstanding capital stock of Three Rivers Bank
and Trust Company ("Three Rivers Bank"), a Pennsylvania bank and
trust company with 24 branches located in the Pennsylvania
counties of Allegheny, Washington and Westmoreland. At
December 31, 1999, Three Rivers Bank had $1.07 billion in
assets, $572.7 million in deposits, $479.8 million in loans and
$45.4 million in shareholders' equity (excluding net assets of
discontinued mortgage banking operations).
USBANCORP's management completed the Distribution in order
to (i) enhance the ability of Three Rivers Bank to raise equity
capital on a substantially more cost effective basis and to
facilitate potential acquisitions; (ii) improve the ability of
both Three Rivers Bank and U.S. Bank to focus on their
respective banking businesses; and (iii) permit U.S. Bank to
negotiate with its labor union with respect to the possible
implementation of an employee stock ownership plan.
As of and after April 1, 2000, USBANCORP, together with its
subsidiaries U.S. Bank, Standard Mortgage Corporation of Georgia
(which was spun off to USBANCORP by Three Rivers Bank prior to
the Distribution), USBANCORP Trust and Financial Services
Company, United Bancorp Life Insurance Company, USNB Financial
Services Corporation, UBAN Associates, Inc. and UBAN Mortgage
Company, is continuing to conduct business principally in the
Pennsylvania Counties of Cambria, Somerset, Westmoreland and
Centre. On a pro forma basis as of December 31, 1999, assuming
the Distribution was completed on such date, USBANCORP has total
assets of $1.4 billion, total deposits of $658 million, total
loans of $611 million and total shareholders' equity of
$67 million.
In connection with the Distribution, Orlando B. Hanselman
has been elected as the President and Chief Executive Officer of
USBANCORP. Mr. Hanselman, who has served as the President and
Chief Executive Officer of U. S. Bank since 1995, succeeds
former Chairman, President and Chief Executive Officer Terry K.
Dunkle, who is now the Chairman and Chief Executive Officer of
TRBC. Robert L. Wise, a director of USBANCORP since 1987, has
been elected non-executive Chairman of the Board of Directors of
USBANCORP.
USBANCORP maintains no ownership interest in TRBC or Three
Rivers Bank, and TRBC is an independent, publicly-owned company,
the common stock of which trades on the Nasdaq national market
under the symbol TRBC. However, approximately 49,600 shares of
TRBC Common Stock (0.75% of the total outstanding shares) is
owned by USBANCORP's and U.S. Bank's Pension Plan, Profit
Sharing Plan and 401(k) Plan.
TRBC, Three Rivers Bank and USBANCORP have entered into the
Corporate Separation and Reorganization Agreement, dated
March 31, 2000, pursuant to which, among other things, the
Distribution was completed and the parties agreed to make
certain services, records and personnel available to each other
and to indemnify each other after the Distribution Date.
USBANCORP and TRBC have also entered into a Tax Separation
Agreement, dated as of April 1, 2000, providing for, among other
things, the allocation of tax liabilities and obligations
arising from periods prior to and after the Distribution. They
also intend to enter into a Services Agreement pursuant to which
USBANCORP will continue to provide, upon annual review, certain
services to TRBC, with the related costs and expenses being paid
by TRBC. The Tax Separation Agreement is filed herewith as
Exhibit 2.1. Copies of the forms of these other agreements have
been or, upon execution, will be filed with the Securities and
Exchange Commission (the "SEC") as exhibits to reports filed
therewith. The foregoing summary of such agreements is
qualified by reference to the text of such agreements.
USBANCORP has received a ruling (the "Tax Ruling") from the
Internal Revenue Service to the effect that the Distribution
qualifies as a tax-free distribution under Sections 355 and 368
of the Internal Revenue Code of 1986, as amended. For a
description of the Tax Ruling and certain United States Federal
income tax consequences of the Distribution, as well as a more
complete description of the Distribution, reference is made to
the Information Statement mailed by USBANCORP to its
shareholders and on file with the SEC.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information
The Pro Forma Condensed Consolidated Financial
Statements of USBANCORP at and for the year ended
December 31, 1999 reflecting the Distribution, which
are set forth in USBANCORP's Schedule 14C Information
Statement filed with the SEC, are incorporated herein
by reference.
(c) Exhibits.
Exhibit 2.1 Corporate Separation and Reorganization
Agreement among USBANCORP, Inc., Three
Rivers Bancorp, Inc. and Three Rivers
Bank & Trust Company, dated as of
March 31, 2000, is incorporated herein
by reference to Exhibit 10.1 to the
Form 10 of Three Rivers Bancorp, Inc.
Exhibit 2.2 Tax Separation Agreement between
USBANCORP, Inc. and Three Rivers
Bancorp, Inc., dated as of April 1,
2000.
SIGNATURE
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.
Dated: April 14, 2000 USBANCORP, INC.
By_/s/ Jeffrey A. Stopko_______
Jeffrey A. Stopko
Senior Vice President and
Chief Financial Officer