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: 0-11204 U S National Bank Non-Collectively Bargained Employees 401(k) Plan (Full title of the plan) USBANCORP, Inc. Main and Franklin Streets Johnstown, PA 15901 (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: (814) 533-5300 Notices and communications from the Securities and Exchange Commission relative to this report should be forwarded to: USBANCORP, Inc. Main and Franklin Streets Johnstown, PA 15901 Attention: Nicholas E. Debias, Jr. 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. U S NATIONAL BANK NONCOLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN FINANCIAL REPORT C O N T E N T S Page INDEPENDENT AUDITOR'S REPORT 1 FINANCIAL STATEMENTS Statements of net assets available for benefits - December 31, 2000 and 1999 3 Statements of changes in net assets available for benefits- years ended December 31, 2000, 1999 and 1998 4 Notes to financial statements 5 - 10 SUPPLEMENTARY INFORMATION Assets held for investment - December 31, 2000 11 - 12 Assets held for investment - December 31, 1999 13 - 14 Reportable transactions - December 31, 2000 15 Reportable transactions - December 31, 1999 16 INDEPENDENT AUDITOR'S REPORT Board of Trustees and Participants U S National Bank Noncollectively-Bargained Employees 401(k) Plan Johnstown, Pennsylvania We have audited the accompanying statements of net assets available for benefits of U S National Bank Noncollectively- Bargained Employees 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 U S National Bank Noncollectively- Bargained Employees 401(k) Plan as of December 31, 2000 and 1999, and the changes in net assets available for benefits for each of 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 Johnstown, Pennsylvania May 21, 2001 U S NATIONAL BANK NONCOLLECTIVELY-BARGAINED EMPLOYEES 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, 2 and 3): Investments in securities of participating employers (Note 4) USBANCORP, Inc. common stock $ 119,081 $ 279,086 Investments in securities of unaffiliated issuers and others Shares of registered investment companies: SEI Short Duration Government 86,907 93,820 Federated Income Trust 16,292 10,008 Columbia Fixed Income Securities 29,283 23,706 Goldman Sachs Global Income 99 0 Fidelity Low Priced Stock 255,538 239,161 Vanguard Index 500 0 225,549 Vanguard Institutional Index 264,081 0 Vanguard Windsor II 83,348 136,709 Franklin Mutual Beacon 27,383 19,970 Fidelity Puritan 676,448 662,293 T. Rowe Price Equity - Income 32,496 35,016 Fidelity Magellan 1,048,328 1,060,421 White Oak Growth Stock 49,577 0 Franklin Biotechnology Discovery 18,324 0 Northern Technology 7,192 0 Vanguard US Growth 23,319 0 Templeton Foreign 67,166 96,644 Tweedy, Browne Global Value 89,902 77,174 Three Rivers Bancorp, Inc. common stock (Note 4) 78,334 0 Notes Receivable 56,486 63,976 Provident Fed Funds - Money Market 74,513 96,720 $3,104,097 $3,120,253 Receivables: Accrued investment income $ 24,933 $ 6,281 Participant contribution 16,867 -- $ 41,800 $ 6,281 Cash $ 0 $ 8,759 Total assets $3,145,897 $3,135,293 LIABILITIES Overdraft $ 134 $ 0 NET ASSETS AVAILABLE FOR BENEFITS $3,145,763 $3,135,293 See Notes to Financial Statements. U S NATIONAL BANK NONCOLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, 2000, 1999, 1998 Participant Directed 2000 1999 1998 Investment income: Net appreciation (depreciation) in fair value of investments (Notes 3 and 4) $ (283,230) $ (74,726) $ 84,915 Interest 11,182 8,539 6,169 Dividends (Note 4) 193,246 209,698 186,383 $ (78,802) $ 143,511 $ 277,467 Contributions: Participant (Note 7) $ 417,332 $ 231,324 $ 269,528 Total additions $ 338,530 $ 374,835 $ 546,995 Benefits paid to participants 328,060 262,178 163,172 Net increase $ 10,470 $ 112,657 $ 383,823 Net assets available for benefits: Beginning of year 3,135,293 3,022,636 2,638,812 End of year $3,145,763 $3,135,293 $3,022,635 See Notes to Financial Statements. U S NATIONAL BANK NONCOLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN NOTES TO FINANCIAL STATEMENTS December 31, 2000 Note 1: Plan Description The following description of U S National Bank Noncollectively-Bargained Employees 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 all management level employees of USBANCORP, Inc. which is a multi-bank holding company and U.S. Bank (the Bank) which is a wholly-owned subsidiary as well as the management level employees of U.S. Bank Mortgage Company, UBAN Associates and USNB Financial Services, all related companies. Employees become eligible to participate in the Plan the earlier of January 1st or July 1st following the completion of twelve-consecutive months of service with at least 1000 hours of service and the attainment of age twenty-one. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan is not covered by the Pension Benefit Guaranty Corporation. Contributions: Effective January 1, 2000 the participants were permitted to make elective deferrals in any amount from one (1) to ten (10) percent of their compensation. Previously the maximum contribution percentage was four (4) percent. Participants shall be permitted to amend their salary savings agreements to change the contribution percentage on January 1st and July 1st each year. The Plan does not provide for any employer contributions. The employee salary deferrals are exempt from federal income tax until withdrawn from the Plan. Participant Accounts: Each participant account is credited with an allocation of the plan earnings. A participant's share of investment earnings and any increase or decrease in the fair market value of the Fund, is based on the proportionate value of all active accounts (other than accounts with segregated investments) as of the last valuation date, less withdrawals since the last valuation date. All contributions will be credited with an allocation of the actual investment earnings and gains and losses from the actual deposit of each such contribution until the end of the plan year. Vesting: Participants are immediately vested in their voluntary contributions including rollover and transfer contributions plus actual earnings thereon. Investment Options: Upon enrollment in the Plan, a participant may direct employee contributions in 5 percent increments in one or more of the eighteen mutual funds and the USBANCORP, 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 participants 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 8.74 percent to 13.99 percent. Principal and interest is paid ratably through semi-monthly payroll deductions. Certain participants have received shares of Three Rivers Bancorp, Inc. common stock as a result of a spin-off. This bank stock is not an investment option for additional purchases. See note 4 for further details. Payment of Benefits: On termination of service, a participant with an account may elect to receive a lump-sum amount equal to the value of his or her account. The Plan also provides for normal retirement benefits to be paid in the form of a Qualified Joint and Survivor Annuity upon reaching age 65 and has provisions for deferred, death, disability retirement benefits and hardship withdrawals. Administrative Expenses: Administrative expenses incurred by the Plan were paid directly by the Bank for the years ended December 31, 2000, 1999 and 1998. 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. (Company) common stock and Three Rivers Bancorp, Inc. common stock are valued at 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. 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, 23,752 shares $ -- $ 279,086 Fidelity Low Priced Stock fund, 11,053 and 10,564 shares, respectively 255,538 239,161 Vanguard Index 500 fund, 1,667 shares -- 225,549 Vanguard Institutional Index, 2,188 shares 264,081 -- Fidelity Puritan fund, 35,924 and 34,803 shares, respectively 676,448 662,293 Fidelity Magellan fund, 8,787 and 7,761 shares, respectively 1,048,328 1,060,421 During 2000, 1999 and 1998, all of the Plan's investments (including investments bought, sold and held during each year) appreciated (depreciated) in value by $(283,230), $(74,726) and $84,915 respectively, as follows: 2000 1999 1998 Mutual funds $(203,118) $ 119,321 $ 188,195 Three Rivers Bancorp, Inc. common stock (31,106) - 0 - - 0 - USBANCORP, Inc common stock (49,006) (194,047) (103,280) $(283,230) $ (74,726) $ 84,915 Note 4: Related Party Transactions Investment Activity: As explained in Note 1, one of the Plan's investment options is USBANCORP, Inc. common stock. USBANCORP, Inc. is the holding company of U. S. Bank in Johnstown (the "Employer"). The following is a summary of the investment activity of USBANCORP, Inc. common stock: 2000 1999 Market value at year end $119,081 $ 279,086 Number of shares held at year end 28,019 23,752 Original cost at year end $156,031 $ 283,881 Purchase price of shares in current year $ 65,368 $ 41,753 Number of shares purchased in current year 13,300 2,652 Sale price of shares in current year $ 59,344 $ 45,242 Number of shares sold in current year 9,033 2,881 Realized gain (loss) on sales in current year $ (6,849) $ (12,018) Unrealized appreciation (depreciation) during year $(42,157) $(182,029) Dividend income $ 10,389 $ 15,579 Accrued dividends at year end $ 2,481 $ 3,530 The above include the following USBANCORP, Inc common stock transactions that occurred in kind during the year ended December 31, 2000: Shares received in rollover contribution 2,264 Fair value of shares received in kind $ 8,264 Shares distributed in kind 6,729 Fair value of shares distributed in kind $39,121 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 common stock. At that time Three Rivers Bank and Three Rivers Bancorp, Inc. became separate from USBANCORP, Inc. and are therefore not related parties. The spin-off of Three Rivers Bank resulted in the following: USBANCORP, Inc common stock basis allocated to Three Rivers Bancorp, Inc. common stock $128,824 Number of Three Rivers Bancorp, Inc. common stock shares received 11,914 Plan's Trustee: The Plan's investments are held by a bank-administered trust fund which is 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 have uninvested monies. 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 its related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC) and is therefore not subject to tax under the present income tax law. 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. The Administrative Committee of the Retirement Plan is not aware of any action or event that has occurred that might affect the Plan's status. Note 6: Plan Termination Although it has not expressed any intent to do so, the Bank has the right under the Plan to terminate the Plan, at any time, subject to the provisions of ERISA. Note 7: Rollovers The following participant rollovers occurred as a result of employees transferring amounts from other qualified plans. The rollovers are included in the applicable years employee contributions: 2000 $40,993 1999 4,375 1998 40,993 Note 8: Reconciliation of Differences Between These Financial Statements and the Financial Information Required on Form 5500 2000 1999 1998 Net assets available for benefits as presented in these financial statements $3,145,763 $3,135,293 $3,022,635 Benefits payable to participants 24,574 31,205 4,584 Net assets available for benefits as presented on Form 5500 $3,121,189 $3,104,088 $3,018,051 Net increase in net assets available for benefits as presented in these financial statements $ 10,470 $ 112,657 $ 383,824 (Increase) decrease in benefits payable from previous year 6,631 (26,621) 713 Net increase in net assets available for benefits as presented on Form 5500 $ 17,101 $ 86,036 $ 384,537 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 $24,574, $31,205 and $4,584 at December 31, 2000, 1999 and 1998, respectively are included in net assets available for benefits. 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 10: Amendments Effective January 1, 2000, the Plan was amended to increase the maximum elective deferrals to 10% from the previous 4%. The Plan administrator does not consider the changes to be of a nature requiring Internal Revenue Service approval therefore a letter of determination was not processed. Note 11: 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. U S NATIONAL BANK NONCOLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN ASSETS HELD FOR INVESTMENT December 31, 2000 Investment Type/ Original Fair Shares Held Description Cost Value Common stock: 28,019 shares USBANCORP, Inc. $ 156,031 $ 119,081 9,495 shares Three Rivers Bancorp, Inc. 98,619 78,334 Total Common Stocks $ 254,650 $ 197,415 Mutual Funds: 8,613 shares SEI Short Duration Government $ 85,536 $ 86,907 1,596 shares Federated Income Trust 16,203 16,292 2,258 shares Columbia Fixed Income Securities 29,484 29,283 7 shares Goldman Sachs Global Income 101 99 11,053 shares Fidelity Low Priced Stock 241,239 255,538 2,188 shares Vanguard Institutional Index 264,945 264,081 3,064 shares Vanguard Windsor II 88,014 83,348 2,047 shares Franklin Mutual Beacon 28,860 27,383 35,924 shares Fidelity Puritan 626,817 676,448 1,317 shares T. Rowe Price Equity - Income 32,540 32,496 8,787 shares Fidelity Magellan 883,522 1,048,328 786 shares White Oak Growth Stock 58,470 49,577 251 shares Franklin Biotechnology Discovery 20,557 18,324 378 shares Northern Technology 14,964 7,192 843 shares Vanguard US Growth 32,497 23,319 6,496 shares Templeton Foreign 64,920 67,166 4,500 shares Tweedy, Browne Global Value 92,889 89,902 Total Mutual Funds $2,581,558 $2,775,683 Money Market Fund: 74,513 shares Provident Fed Funds $ 74,513 $ 74,513 Notes Receivable: Original loan $1,000 dated May 20, 1999, 11.75% interest, payable in semi-monthly payments of $23.43, due May 31, 2001 $ 250 $ 250 Original loan $1,000 dated June 22, 1999, 11.75% interest, payable in semi-monthly payments of $23.43 due June 30, 2001 $ 294 $ 294 Original loan $4,000 dated April 27, 2000, 12.49% interest, payable in semi-monthly payments of $53.05 due May 15, 2004 3,533 3,533 Original loan $2,800 dated March 17, 1999, 10.70% interest, payable in semi-monthly payments of $45.55 due March 31, 2002 1,316 1,316 Original loan $45,000 dated December 16, 1999, 8.74% interest, payable in semi-monthly payments of $463.56 due December 31, 2004 37,824 37,824 Original loan $5,200 dated May 29, 1997, 11.50% interest, payable in semi-monthly payments of $57.08 due June 15, 2002 1,883 1,883 Original loan $9,625 dated May 12, 1999, 10.24% interest, payable in semi-monthly payments of $102.66 due May 15, 2004 7,090 7,090 Original loan $1,800 dated July 20, 1999, 11.45% interest, payable in semi-monthly payments of $29.60 due July 15, 2002 1,027 1,027 Original loan $1,500 dated September 29, 2000, 13.99% interest, payable in semi-monthly payments of $67.16 due October 15, 2001 1,264 1,264 Original loan $4,000 dated January 16, 2000, 11.50% interest, payable in semi-monthly payments of $105.37 due October 15, 2001 2,005 2,005 Total Notes Receivable $ 56,486 $ 56,486 Total Assets Held for Investment $2,967,207 $3,104,097 See Notes to Financial Statements. U S NATIONAL BANK NONCOLLECTIVELY-BARGAINED EMPLOYEES 401(k) PLAN ASSETS HELD FOR INVESTMENT December 31, 1999 Investment Type/ Original Fair Shares Held Description Cost Value Common stock: 23,752 shares USBANCORP, Inc. common stock $ 283,881 $ 279,086 Mutual Funds: 9,458 shares SEI Short Duration Government $ 93,917 $ 93,820 1,014 shares Federated Income Trust 10,455 10,008 1,906 shares Columbia Fixed Income Securities 25,187 23,706 10,564 shares Fidelity Low Priced Stock 227,727 239,161 1,667 shares Vanguard Index 500 172,198 225,549 5,475 shares Vanguard Windsor II 167,145 136,709 1,443 shares Franklin Mutual Beacon 21,019 19,970 34,803 shares Fidelity Puritan 600,819 662,293 1,411 shares T. Rowe Price Equity - Income 37,209 35,016 7,761 shares Fidelity Magellan 704,686 1,060,421 8,614 shares Templeton Foreign 84,017 96,644 3,819 shares Tweedy, Browne Global Value 74,724 77,174 Total Mutual Funds $2,219,103 $2,680,471 Money Market Fund: 96,720 shares Provident Fed Funds $ 96,720 $ 96,720 Notes Receivable: Original loan $1,000 dated May 20, 1999, 11.75% interest, payable in semi-monthly payments of $23.43, due May 31, 2001 $ 752 $ 752 Original loan $1,000 dated June 22, 1999, 11.75% interest, payable in semi-monthly payments of $23.43 due June 30, 2001 791 791 Original loan $2,000 dated November 16, 1999, 12.24% interest, payable in semi-monthly payments of $88.75 due November 30, 2000 1,922 1,922 Original loan $2,800 dated March 17, 1999, 10.70% interest, payable in semi-monthly payments of $45.55 due March 31, 2002 2,217 2,217 Original loan $45,000 dated December 16, 1999, 8.74% interest, payable in semi-monthly payments of $463.56 due December 31, 2004 45,000 45,000 Original loan $5,200 dated May 29, 1997, 11.50% interest, payable in semi-monthly payments of $57.08 due June 15, 2002 2,970 2,970 Original loan $9,625 dated May 12, 1999, 10.24% interest, payable in semi-monthly payments of $102.66 due May 15, 2004 8,739 8,739 Original loan $1,800 dated July 20, 1999, 11.45% interest, payable in semi-monthly payments of $29.60 due July 15, 2002 1,585 1,585 Total Notes Receivable $ 63,976 $ 63,976 Total Assets Held for Investment $2,663,680 $3,120,253 See Notes to Financial Statements. U S NATIONAL BANK NONCOLLECTIVELY-BARGAINED EMPLOYEES 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 37 $298,458 $298,458 N/A Fidelity Magellan Mutual Fund Sale 21 119,622 166,507 (46,885) Vanguard Index 500 Mutual Fund Purchase 43 147,913 147,913 N/A Vanguard Index 500 Mutual Fund Sale 15 320,111 348,711 (28,600) Vanguard Instl. Index Mutual Fund Purchase 5 271,504 274,504 N/A Vanguard Instl. Index Mutual Fund Sale 3 6,560 6,444 (116) See Notes to the Financial Statements. U S NATIONAL BANK NONCOLLECTIVELY-BARGAINED EMPLOYEES 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 32 $183,924 $183,924 N/A See Notes to the Financial Statements. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Trustees of the U S National Bank Non-Collectively Bargained 401(k) Plan have duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: June 27, 2001 U S National Bank Non-Collectively Bargained Employees 401(k) 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