SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[ X ] Annual Report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 for the fiscal year
ended December 31, 2000.
or
[ ] Transition Report pursuant to Section 15(d) of the
Securities Exchange Act of 1934 for the transition
period from ____________ to ______________.
Commission File Number: 0-29083
USBANCORP Western Region
401K Plan
(Full title of the plan)
Three Rivers Bancorp, Inc.
2681 Mosside Boulevard
Monroeville, PA 15146
(Name of issuer of the securities held pursuant to the plan and
the address of its principal executive office.)
Registrant's telephone number, including
area code: (412) 666-8063
Notices and communications from the Securities and Exchange
Commission relative to this report should be forwarded to:
Three Rivers Bancorp, Inc.
2681 Mosside Boulevard
Monroeville, PA 15146
Attention: Anthony Eramo
With a copy to:
Wesley R. Kelso, Esquire
Stevens & Lee
25 North Queen Street
Suite 602
Lancaster, PA 17603
Item 1. Financial Statements and Exhibits
a. Financial Statements
1. Report of Barnes, Saly & Company.
2. Audited Statements of Net Assets Available
for Benefits as of December 31, 2000 and
1999.
3. Audited Statements of Changes in Net Assets
Available for Benefits for each of the years
in the three year period ended December 31,
2000.
4. Notes to Financial Statements.
b. Exhibits
1. Consent of Barnes, Saly & Company.
USBANCORP WESTERN REGION 401(k) PLAN
FINANCIAL STATEMENTS
December 31, 2000
CONTENTS
Description Page
INDEPENDENT AUDITOR'S REPORT 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits -
December 31, 2000 and 1999 2
Statement of Changes in Net Assets Available for
Benefits - Years Ended December 31, 2000,1999 and 1998 3
Notes to Financial Statements 4 - 11
SUPPLEMENTARY INFORMATION
Assets Held for Investment - December 31, 2000 12 - 13
Assets Held for Investment - December 31, 1999 14 - 15
Reportable Transactions - December 31, 2000 16
Reportable Transactions - December 31, 1999 17
INDEPENDENT AUDITOR'S REPORT
To the Board of Trustees
USBANCORP Western Region 401(k) Plan
We have audited the accompanying statements of net assets
available for benefits of USBANCORP Western Region 401(k) Plan
as of December 31, 2000 and 1999, and the related statements of
changes in net assets available for benefits for each of the
three years ended December 31, 2000. These financial statements
are the responsibility of the Plan's management. Our
responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing
standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of USBANCORP Western Region 401(k) Plan
as of December 31, 2000 and 1999, and the changes in net assets
available for benefits, for the three years ended December 31,
2000 in conformity with accounting principles generally accepted
in the United States of America.
Our audits were made for the purpose of forming an opinion
on the financial statements taken as a whole. The supplemental
schedules of (1) assets held for investment and (2) reportable
transactions as of or for the years ended December 31, 2000 and
1999 are presented for the purpose of additional analysis and
are not a required part of the basic financial statements, but
are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The
supplemental schedules have been subjected to the auditing
procedures applied in the audit of the basic financial
statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
Barnes Saly & Company, LLP
Johnstown, Pennsylvania
May 24, 2001
USBANCORP WESTERN REGION 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2000 and 1999
Participant Directed
2000 1999
ASSETS
Investments at fair value
(Notes 1 and 2):
Investments in securities of
participating employers
(Notes 3 and 4)
Three Rivers Bancorp, Inc. $ 403,920 $ --
USBANCORP, Inc. common stock 101,146 472,538
Investments in securities of
unaffiliated issuers and others
Shares of registered investment
companies:
SEI Short Duration Government 767,789 782,334
Federated Income Trust 30,234 45,240
Columbia Fixed Income Securities 102,983 129,986
Fidelity Low Priced Stock 402,751 454,805
Vanguard Index 500 -- 856,650
Vanguard Institutional Index 597,576 --
Vanguard Windsor II 135,826 160,301
Franklin Mutual Beacon 161,433 149,268
Fidelity Puritan 589,283 746,773
T. Rowe Price Equity - Income 71,235 67,605
Fidelity Magellan 1,439,931 1,953,315
Templeton Foreign 156,600 228,600
Tweedy, Browne Global Value 174,397 184,938
Notes Receivable 217,107 178,144
Provident Fed Funds - Money Market 688,185 764,721
$6,040,396 7,175,218
Receivables:
Participant contributions $ -- $ 14,020
Employer contributions -- 4,850
Accrued investment income 53,518 14,884
$ 53,518 $ 33,754
Cash $ 24,597 $ 20,467
Total assets $6,118,511 7,229,439
LIABILITIES
Other $ 0 $ 225
NET ASSETS AVAILABLE FOR BENEFITS $6,118,511 $7,229,214
See Notes to Financial Statements.
USBANCORP WESTERN REGION 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 2000, 1999, 1998
Participant Directed
2000 1999 1998
Additions:
Investment income:
Net appreciation (depreciation)
in fair value of investments
(Note 3) $ (433,952) $ 13,830 $ 238,614
Interest 57,342 44,205 34,415
Dividends 339,285 384,405 331,946
$ (37,325) $ 442,440 $ 604,975
Contributions:
Participant (Note 7) $ 514,604 $ 697,359 $ 631,382
Employer 143,775 207,071 202,715
Other 0 3,265 0
$ 658,379 $ 907,695 $ 834,097
Total additions $ 621,054 $1,350,135 $1,439,072
Deductions:
Benefits paid to participants $ 676,954 $ 550,730 $ 435,355
Transfer of assets to another plan
(Note 7) 1,054,803 0 0
$ 1,731,757 $ 550,730 $ 435,355
Net increase (decrease) $(1,110,703) $ 799,405 $1,003,717
Net assets available for benefits:
Beginning of year 7,229,214 6,429,809 5,426,092
End of year $ 6,118,511 $7,229,214 $6,429,809
See Notes to Financial Statements.
USBANCORP WESTERN REGION 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1: PLAN DESCRIPTION
The following description of USBANCORP Western Region
401(k) Plan (the Plan) provides only general information.
Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General:
The Plan is a defined contribution plan covering
substantially all employees of Three Rivers Bank and Trust
Company (Bank) which is a subsidiary of its bank holding company
Three Rivers Bancorp, Inc. (Company). Prior to January 1, 2000
the Bank's principal subsidiary Standard Mortgage Corporation of
Georgia employees were also covered (see Note 4). Employees
shall be eligible to participate in the Plan the January 1 or
July 1 following the attainment of age 21 and completion of
twelve months of continuing service with at least 1,000 hours.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions:
The employer contributes a matching contribution equal
to 50% of each participant's salary deferral contribution up to
6% of participant compensation.
Additional amounts may be contributed as discretionary
contributions at the option of the Company's board of directors.
Participants may contribute from 1% to 20% of their compensation
within the limits prescribed by the Internal Revenue Code.
Participant Accounts:
Each participant's account is credited with the
participant's contribution and an allocation of (a) the
employer's contribution, (b) Plan earnings, and (c) forfeitures
of terminated participants' nonvested accounts. Allocations are
based on participant's earnings and account balances. The
benefit to which a participant is entitled is the benefit that
can be provided from the participant's vested account.
Forfeited Accounts:
At December 31, 2000 and 1999 forfeited nonvested
accounts totaled $53,266 and $25,227 respectively.
Vesting:
Participants are immediately vested in their voluntary
contributions including rollover and transfer contributions from
other qualified plans plus actual earnings thereon. Vesting in
the employer's matching and/or discretionary contribution
portion of their accounts plus actual earnings thereon is based
on years of continuous service. A participant is 100% vested
after 5 years of credited service unless he or she reaches early
retirement age, becomes disabled or dies while employed. If a
participant had at least 3 years of service as of January 1,
1989 and was employed during 1989, he or she may choose to vest
using a 5 year graded schedule in increments of 20% each year.
Payment of Benefits:
On termination of service, a participant with an
account balance of over $3,500 may elect to receive either a
lump-sum amount equal to the value of his or her account or an
annuity. For an account balance under $3,500, the participant
receives a lump-sum amount. The plan also provides for normal
retirement benefits upon reaching age 65 and has provisions for
deferred, surviving spouse, disability and early retirement
benefits.
Administrative Expenses:
Administrative expenses including audit, accounting
and trust fees incurred by the Plan were paid directly by the
Bank and its principal subsidiary for the years ended December
31, 2000, 1999 and 1998.
Investment Options:
Upon enrollment in the Plan, a participant may direct
employee and employer contributions in 5 percent increments in
one or more of thirteen mutual funds, USBANCORP, Inc. common
stock and Three Rivers Bancorp, Inc. common stock (see Note 4
for related party details). The diversified mutual fund
investment options include a money market fund, bond and
government securities funds and various U.S. and foreign stock
funds.
The Plan also includes participant notes. Participants
may borrow from their fund accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of their
account balance. Loan transactions are treated as a transfer to
(from) the investment fund from (to) the Participant Notes fund.
Loan terms range from 1-5 years. The loans are secured by the
balance in the participant's account and bear interest at a rate
commensurate with local prevailing rates as determined by the
Plan administrator. Interest rates range from 6.91 percent to
9.97 percent. Principal and interest is paid ratably through
semi-monthly payroll deductions.
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting:
The financial statements of the Plan are prepared
under the accrual method of accounting.
Investment Valuation and Income Recognition:
The Plan's investments are stated at fair value.
Shares of registered investment companies (mutual funds) are
reported at fair value based on the quoted market price of the
fund which represents the net asset value of shares held by the
Plan at year end. The USBANCORP, Inc common stock and Three
Rivers Bancorp, Inc. common stock are valued at its quoted
market price. Participant notes receivable are valued at cost
which approximates fair value.
Purchases and sales of securities are recorded on a
trade-date basis. Interest income is recorded on the accrual
basis and dividends are recorded on the ex-dividend date.
Estimates:
The preparation of financial statements in conformity
with generally accepted accounting principles requires the plan
administrator to make estimates and assumptions that affect
certain reported amounts and disclosures. Accordingly, actual
results may differ from those estimates.
Payment of Benefits:
Benefits are recorded when paid.
NOTE 3: INVESTMENTS
The Plan's investments are participant directed. The
following presents investments that represent 5 percent or more
of the Plan's net assets.
December 31,
2000 1999
USBANCORP, Inc. common stock,
36,955 shares $ -- $ 472,538
SEI Short Duration Gov't fund, 76,094
and 78,864 shares, respectively 767,789 782,334
Fidelity Low Priced Stock fund, 17,420
and 20,089 shares, respectively 402,751 454,805
Vanguard Index 500 fund, 5,554 shares -- 856,650
Vanguard Institutional Index,
4,950 shares 597,576 --
Fidelity Puritan fund, 31,295 and
39,242 shares, respectively 589,283 746,773
Fidelity Magellan fund, 12,070 and
14,296 shares, respectively 1,439,931 1,953,315
Provident Fed Funds, money market fund 688,185 764,721
Three Rivers Bancorp, Inc.,
48,960 shares 403,920 --
During 2000, 1999 and 1998, the Plan's investments
(including investments bought, sold and held during each year)
appreciated (depreciated) in value by $(433,952), $13,830 and
$238,614 respectively, as follows:
2000 1999 1998
Mutual funds $(291,734) $ 321,229 $ 402,288
Three Rivers Bancorp, Inc.
common stock (70,110) -- --
USBANCORP, Inc common
stock (72,108) (307,399) (163,674)
$(433,952) $ 13,830 $ 238,614
NOTE 4: RELATED PARTY TRANSACTIONS
Plan's Trustee:
The Plan's investments are held by a bank-administered
trust fund that until April 1, 2000 was an affiliate of the Plan
sponsor. USBANCORP Trust and Financial Services Company has the
authority to purchase and sell investments in accordance with
participant direction. The cash account is used by the
USBANCORP Trust and Financial Services Company to temporarily
house uninvested monies.
Spin-Off:
On April 1, 2000 USBANCORP, Inc. successfully
completed the spin-off of its Three Rivers Bank subsidiary.
Shareholders received one share of the new Three Rivers Bancorp,
Inc. common stock for every two shares of USBANCORP, Inc. common
stock. At that time Three Rivers Bancorp, Inc. (Company) became
the holding company of Three Rivers Bank and became separate
from and unrelated to USBANCORP, Inc.
Also Standard Mortgage Company, a subsidiary of Three
Rivers Bank, was internally spun-off from Three Rivers Bank to
USBANCORP, Inc. prior to consummation of the Three Rivers Bank
spin-off. See Note 7 for further details.
Investment Activity:
Effective April 1, 2000 one of the Plan's investment
options is Three Rivers Bancorp, Inc. common stock which is the
holding company of Three Rivers Bank (the Employer). The
following is a summary of the investment activity of the Company
common stock:
2000
Market value at year end $403,920
Number of shares held at end of year 48,960
Original cost at year end $495,894
Purchase price of shares in current year $212,780
Number of shares purchased in current year 24,379
Shares received in USBANCORP, Inc spin-off 27,755
USBANCORP, Inc basis allocated to Three
Rivers Bancorp, Inc. from spin-off 285,300
Sale price of shares in current year $ 24,050
Number of shares sold in current year 3,174
Realized gain (loss) on sales in current year $(8,602)
Unrealized gain (loss) in current year $(61,508)
Dividend income including accruals $ 16,566
Accrued dividend income 5,799
The above include the following Three Rivers Bancorp,
Inc. common stock transactions that occurred in kind during the
year ended December 31, 2000:
Shares distributed in kind 1,132
Fair value of shares distributed in kind $7,777
Prior to April 1, 2000 one of the Plan's investment
options was USBANCORP, Inc. common stock. USBANCORP, Inc. was
the holding company of Three Rivers Bank and Trust Company (the
Employer). The following is a summary of the investment
activity of USBANCORP, Inc. common stock:
1999 1998
Market value at year end $ 472,538 $ 734,481
Number of shares held at end of year 40,216 36,955
Original cost at year end $ 548,945 $ 490,374
Purchase price of shares in current
year $ 151,682 $ 137,842
Number of shares purchased in current
year 10,101 3,676
Sale price of shares in current year $ 106,225 $ 171,555
Number of shares sold in current year 6,840 3,474
Realized gain (loss) on sales in
current year $ (29,123) $ (6,003)
Unrealized gain (loss) in current year $(278,276) $(157,671)
Dividend income including accruals $ 24,253 $ 27,626
Accrued dividend income $ 5,753 $ 5,220
Shares received from 3 for 1 split - 0 - 23,970
NOTE 5: INCOME TAX STATUS
The Internal Revenue Service has determined and informed
the Plan by letter dated March 9, 1993 that the Plan and related
trust are designed in accordance with applicable sections of the
Internal Revenue Code (IRC). The Plan has been amended since
receiving the determination letter. However, the Plan
administrator believes that the Plan is designed and is
currently being operated in compliance with the applicable
requirements of the IRC.
NOTE 6: PLAN TERMINATION
Although it has not expressed any intent to do so, the Bank
has the right under the Plan to discontinue its contributions at
any time and to terminate the Plan subject to the provisions of
ERISA. In the event of Plan termination, participants will
become 100% vested in their accounts.
NOTE 7: ROLLOVERS AND TRANSFER OF ASSETS TO ANOTHER PLAN
The following are participant rollovers as a result of
employees transferring amounts from other qualified plans. The
rollovers are included in the applicable years participant
contribution.
2000 $ 115,043
1999 100,114
1998 53,627
Effective January 1, 2000 the Standard Mortgage Company
employees were no longer eligible to participate in the Plan and
commenced their own separate plan. On January 26, 2000 assets
totaling $1,054,803 for 61 participants of Standard Mortgage
Company were transferred from the Plan to a separate unrelated
qualified plan due to the spin-off described in Note 4. The
majority of the transfer was made in kind plus cash as follows:
Mutual funds in kind $ 940,397
USBANCORP, Inc. common stock in kind 40,764
Participant notes receivable in kind 5,977
Cash from sale of money market fund 67,665
Total transfer of assets to another plan $1,054,803
NOTE 8: RECONCILIATION OF DIFFERENCES BETWEEN THESE FINANCIAL
STATEMENTS AND THE FINANCIAL INFORMATION REQUIRED ON
FORM 5500
December 31,
2000 1999 1998
Net assets available for benefits as
presented in these financial
statements $6,118,511 $7,229,214 $6,429,809
Adjustments of:
Benefits payable - 0 - - 0 - 79,266
Net assets available for benefits as
presented in Form 5500 $6,118,511 $7,229,214 $6,350,543
December 31,
2000 1999 1998
Net increase (decrease) in net assets
available for benefits as presented
in these financial statements $(1,110,703) $799,405 $1,003,717
(Increase) decrease in benefits
payable from previous year - 0 - 79,266 (71,294)
Net increase in net assets
available for benefits
as presented in
Form 5500 $(1,110,703) $878,671 $ 932,423
Amounts allocated to withdrawing participants are recorded
on the Form 5500 for benefit claims that have been processed and
approved for payment prior to December 31 but not yet paid as of
that date.
NOTE 9: BENEFITS PAYABLE
Benefits payable to persons who have withdrawn from
participation in the earnings and operations of the Plan in the
amounts of $ - 0 -, $ - 0 - and $79,266 at December 31, 2000,
1999 and 1998, respectively, are included in net assets
available for benefits.
NOTE 10: RECLASSIFICATIONS
Effective for plan years ending after December 15, 1999,
Statement of Position (SOP) 99-3 states participant directed
programs are no longer required to disclose amounts relating to
those individual programs as a separate fund in the financial
statements. The Plan has adopted SOP 99-3 effective for the
year ended December 31, 1999, therefore a reclassification of
comparative amounts in the financial statements was required.
There was no effect on the net assets available for benefits.
USBANCORP WESTERN REGION 401(k) PLAN
ASSETS HELD FOR INVESTMENT
December 31, 2000
Investment Type Cost Fair
and Shares Description Value Value
Common Stock:
23,799 USBANCORP, Inc. $ 286,672 $ 101,146
48,960 Three Rivers Bancorp, Inc. 495,894 403,920
Total Common Stock $ 782,566 $ 505,066
Mutual Funds:
76,094 SEI Short Duration Government $ 763,535 $ 767,789
2,961 Federated Income Trust 29,737 30,234
7,940 Columbia Fixed Income Securities 103,444 102,983
17,420 Fidelity Low Priced Stock 387,133 402,751
4,950 Vanguard Institutional Index 599,427 597,576
4,994 Vanguard Windsor II 139,240 135,826
12,065 Franklin Mutual Beacon 166,921 161,433
31,295 Fidelity Puritan 573,698 589,283
2,888 T. Rowe Price Equity - Income 72,394 71,235
12,070 Fidelity Magellan 1,223,434 1,439,931
15,145 Templeton Foreign 149,647 156,600
8,729 Tweedy, Browne Global Value 173,999 174,397
Total Mutual Funds $4,382,609 $4,630,038
Money Market Fund:
Provident Fed Funds $ 688,185 $ 688,185
Notes Receivable:
Original
Loan Loan Interest Semi-Monthly Due Cost Fair
Amount Date Rate Payment Date Value Value
$ 37,000 7/15/97 7.99 $ 374.52 6/30/02 $ 12,686 $ 12,686
35,000 6/22/00 7.24 348.07 6/30/05 32,041 32,041
10,372 12/01/00 8.33 105.83 12/15/05 10,302 10,302
15,000 1/03/00 8.00 151.87 12/31/04 12,459 12,459
4,000 11/15/99 7.16 39.70 10/30/04 3,190 3,190
2,000 9/15/96 8.38 20.43 8/30/01 317 317
3,600 11/01/01 8.25 106.49 5/15/02 3,317 3,317
10,000 3/15/99 7.86 100.91 2/28/04 6,778 6,778
5,500 12/15/99 7.43 54.94 11/30/04 4,475 4,475
3,000 9/05/00 8.33 67.96 9/15/02 2,593 2,593
3,100 9/15/99 7.16 41.78 2/28/03 2,009 2,009
19,700 5/09/00 7.99 199.41 4/30/05 17,505 17,505
17,000 3/22/00 7.58 170.43 3/31/05 14,841 14,841
2,000 11/16/00 8.25 45.27 11/15/02 1,885 1,885
6,500 5/30/00 7.86 65.59 6/15/05 5,866 5,866
15,000 1/03/00 8.00 151.87 12/31/04 12,897 12,897
4,200 12/15/98 7.60 50.81 11/30/02 2,171 2,171
18,000 9/15/98 7.82 181.47 8/30/03 10,468 10,468
14,550 9/15/99 7.16 174.53 8/30/03 10,154 10,154
6,500 1/15/98 8.50 66.58 12/30/02 2,935 2,935
5,000 4/15/98 8.16 50.81 3/30/03 2,503 2,503
4,000 10/25/00 8.33 90.61 10/31/02 3,692 3,692
5,000 7/15/99 7.41 112.24 6/30/01 1,320 1,320
6,000 7/03/00 7.49 60.02 7/15/05 5,539 5,539
7,500 3/15/99 7.46 90.48 2/28/03 4,338 4,338
3,600 9/11/00 8.33 44.16 9/15/04 3,376 3,376
5,000 12/31/98 7.94 50.55 12/30/03 3,234 3,234
1,000 12/15/99 7.43 84.40 11/30/01 477 477
1,500 2/15/99 7.40 33.67 1/30/01 262 262
4,700 11/21/00 8.33 73.89 11/30/03 4,585 4,585
9,000 6/22/00 7.49 90.03 7/15/05 8,244 8,244
1,300 12/20/00 8.33 13.26 1/31/06 1,300 1,300
9,000 2/03/00 7.58 90.23 1/31/05 7,594 7,594
1,962 9/05/00 8.33 36.28 3/31/03 1,754 1,754
Total Notes Receivable $ 217,107 $ 217,107
Total Investments $6,070,467 $6,040,396
See Notes to Financial Statements.
USBANCORP WESTERN REGION 401(k) PLAN
ASSETS HELD FOR INVESTMENT
December 31, 1999
Investment Type Cost Fair
and Shares Description Value Value
Common Stock:
40,216 USBANCORP, Inc. $ 548,945 $ 472,538
Mutual Funds:
78,864 SEI Short Duration Government $ 792,540 $ 782,334
4,584 Federated Income Trust 46,650 45,240
10,449 Columbia Fixed Income Securities 138,060 129,986
20,089 Fidelity Low Priced Stock 441,233 454,805
6,330 Vanguard Index 500 632,280 856,650
6,420 Vanguard Windsor II 192,730 160,301
10,785 Franklin Mutual Beacon 151,364 149,268
39,242 Fidelity Puritan 715,664 746,773
2,725 T. Rowe Price Equity - Income 72,124 67,605
14,296 Fidelity Magellan 1,353,030 1,953,315
20,374 Templeton Foreign 198,981 228,600
9,151 Tweedy, Browne Global Value 171,322 184,938
Total Mutual Funds $4,905,978 $5,759,815
Money Market Fund:
Provident Fed Funds $ 764,721 $ 764,721
Notes Receivable:
Original
Loan Loan Interest Semi-Monthly Due Cost Fair
Amount Date Rate Payment Date Value Value
$ 37,000 7/15/97 7.99 $ 374.52 6/30/02 $ 20,644 $ 20,644
30,000 6/15/99 7.37 299.26 5/30/04 27,257 27,257
7,000 12/15/99 7.43 84.40 11/30/03 6,937 6,937
2,800 4/15/97 7.86 34.04 3/31/01 1,032 1,032
5,000 11/15/98 8.24 78.50 10/30/01 3,268 3,268
3,000 8/15/99 6.91 46.19 7/30/02 2,697 2,697
7,000 2/15/96 8.13 71.09 2/15/01 1,896 1,896
2,200 4/18/95 9.97 23.32 4/30/00 205 205
4,000 11/15/99 7.16 39.70 10/30/04 3,917 3,917
2,000 9/15/96 8.38 20.43 8/30/01 779 779
1,800 7/15/96 8.29 18.35 6/30/01 652 652
2,500 10/15/98 7.94 56.41 9/30/00 1,037 1,037
10,000 3/15/99 7.86 100.91 2/28/04 8,666 8,666
5,500 12/15/99 7.43 54.94 11/30/04 5,462 5,462
2,000 11/15/99 7.16 58.68 4/30/01 1,841 1,841
3,100 9/15/99 7.16 41.78 2/28/03 2,870 2,870
16,000 7/15/97 7.99 161.95 6/30/02 8,927 8,927
1,500 3/15/97 7.86 23.42 2/28/00 116 116
3,400 3/15/97 7.86 34.31 2/28/02 1,667 1,667
1,500 12/15/98 7.83 44.23 5/30/00 477 477
5,000 11/15/99 7.16 49.63 10/30/04 4,896 4,896
13,000 1/15/98 8.50 133.17 12/30/02 8,553 8,553
4,200 12/15/98 7.60 50.81 11/30/02 3,226 3,226
18,000 9/15/98 7.82 181.47 8/30/03 14,136 14,136
14,550 9/15/99 7.16 174.53 8/30/03 13,624 13,624
6,500 1/15/98 8.50 66.58 12/30/02 4,277 4,277
5,000 4/15/98 8.16 50.81 3/30/03 3,515 3,515
3,300 5/15/99 7.46 74.11 4/30/01 2,321 2,321
5,000 7/15/99 7.41 112.24 6/30/01 3,919 3,919
5,000 5/15/99 7.46 49.98 4/30/04 4,472 4,472
7,500 3/15/99 7.46 90.48 2/28/03 6,187 6,187
3,600 10/15/98 7.94 43.83 9/30/02 2,630 2,630
5,000 12/31/98 7.94 50.55 12/30/03 4,189 4,189
1,000 12/15/99 7.43 84.40 11/30/01 981 981
1,500 2/15/99 7.40 33.67 1/30/01 871 871
Total Notes Receivable $ 178,144 $ 178,144
Total Investments $6,397,788 $7,175,218
See Notes to Financial Statements.
USBANCORP WESTERN REGION 401(k) PLAN
REPORTABLE TRANSACTIONS
Year Ended December 31, 2000
Current
Value Net
Name of at Time Realized
Party to Asset Number of of Purchase Gain
Transaction Description Transaction Transactions Cost or Disposal (Loss)
Fidelity Magellan Mutual Fund Purchase 41 $331,498 $ 331,498 N/A
Fidelity Magellan Mutual Fund Sale 36 532,429 621,084 $ 88,655
Vanguard Index 500 Mutual Fund Purchase 43 248,743 248,743 N/A
Vanguard Index 500 Mutual Fund Sale 20 914,185 1,036,367 122,182
Vanguard Instl. Index Mutual Fund Purchase 5 626,357 626,357 N/A
Vanguard Instl. Index Mutual Fund Sale 5 27,356 26,929 (427)
Provident Fed Funds Money Market Purchase 47 247,876 247,876 N/A
Provident Fed Funds Money Market Sale 16 324,412 324,412 - 0 -
Fidelity Puritan Mutual Fund Purchase 41 124,381 124,381 N/A
Fidelity Puritan Mutual Fund Sale 36 266,346 273,644 7,298
Three Rivers Bancorp Common Stk Purchase 35 498,080 498,080 N/A
Three Rivers Bancorp Common Stk Sale 12 32,652 24,050 (8,602)
USBANCORP, Inc. Common Stk Purchase 17 225,020 225,020 N/A
USBANCORP, Inc. Common Stk Sale 31 487,294 239,004 (248,290)
See Notes to Financial Statements.
USBANCORP WESTERN REGION 401(k) PLAN
REPORTABLE TRANSACTIONS
Year Ended December 31, 1999
Current
Value Net
Name of at Time Realized
Party to Asset Number of of Purchase Gain
Transaction Description Transaction Transactions Cost or Disposal (Loss)
Fidelity Magellan Mutual Fund Purchase 46 $430,879 $ 430,879 N/A
Provident Fed Funds Money Market Purchase 60 335,629 335,629 N/A
See Notes to Financial Statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Trustees of the USBANCORP Western Region 401K Plan
have duly caused this annual report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: June 27, 2001 USBANCORP Western Region 401K Plan
USBANCORP Trust Company, as Trustee
By /s/ Nicholas E. Debias, Jr._____
Nicholas E. Debias, Jr.,
Vice President
Exhibit Index
Exhibit
1. Consent of Barnes, Saly & Company