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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) February 24, 1995
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)
Registrant's telephone number, including area code (814) 533-5300
N/A
(Former name or former address, if changed since last report.)
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Item 5. Other Events
On February 24, 1995, the Board of Directors of
USBANCORP, Inc. (the "Company") declared a dividend distribution
of one Right (individually, a "Right" and collectively, the
"Rights") for each outstanding share of the Company's Common
Stock, par value $2.50 per share (the "Common Stock"), to
shareholders of record at the close of business on March 15,
1995. Each Right entitles the registered holder to purchase from
the Company one one-hundredth of a share of Series C Junior
Participating Preferred Stock, without par value (the "Preferred
Stock"), at a Purchase Price of $65.00, subject to adjustment.
The description and terms of the Rights are set forth
in the Rights Agreement (the "Rights Agreement") dated
February 24, 1995 between the Company and USBANCORP Trust
Company, as rights agent (the "Rights Agent"). The Rights
Agreement has been filed as Exhibit 4.1 to this Current Report
and is incorporated herein by reference. The Rights Agreement
replaces the Shareholder Rights Protection Agreement dated
November 10, 1989 between the Company and United States National
Bank in Johnstown, as rights agent, which expired on November 10,
1994.
Initially, the Rights will not be exercisable and no
separate certificates evidencing the Rights ("Rights
Certificates") will be distributed. The Rights will be evidenced
by Common Stock certificates representing shares then
outstanding, and will automatically trade with the Common Stock.
The Rights will separate from the Common Stock on a "Distribution
Date." A "Distribution Date" will occur upon the earlier of
(i) 20 business days following a public announcement that a
person or group of affiliated or associated persons (an
"Acquiring Person") has acquired, or obtained the right to
acquire, 19.9% or more of the outstanding shares of Common Stock
or voting securities representing 19.9% or more of the total
voting power of the Company (the "Stock Acquisition Date"),
(ii) 20 business days (or such later date as the Board of
Directors shall determine) following the commencement of a tender
offer or exchange offer that would result in a person or group
acquiring 19.9% or more of such outstanding shares of Common
Stock or total voting power, or (iii) 20 business days following
the determination by the Board of Directors, after reasonable
inquiry and investigation, including consultation with such
persons as such directors shall deem appropriate, that, with
respect to any person who has, along or together with his
affiliates or associates, acquired 10% or more of such
outstanding shares of Common Stock or total voting power of the
Company (a) such beneficial ownership by such person is intended
to cause the Company to repurchase the voting securities
beneficially owned by such person or to cause pressure on the
Company to take action or enter into a transaction or series of
transactions intended to provide such person with short-term
financial gain under circumstances where the Board determines
that the best long-term interests of the Company and its
shareholders would not be served by taking such action or
entering into such transaction or transactions at that time or
(b) such ownership is causing or is likely to cause a material
adverse impact on the business or prospects of the Company (any
such person being referred to herein and in the Rights Agreement
as an "Adverse Person").
Until the Distribution Date, (i) the Rights will be
evidenced by the Common Stock certificates and will be
transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after March 15, 1995,
will contain a notation incorporating the Rights Agreement by
reference, and (iii) the surrender for transfer of any
certificate for Common Stock outstanding will also constitute the
transfer of the Rights associated with the Common Stock
represented by such certificate.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on February 23,
2005, unless earlier redeemed as described below. Pursuant to
the Rights Agreement, the Company reserves the right to require
prior to the occurrence of a Triggering Event (as defined below)
that, upon any exercise of Rights, a number of Rights be
exercised so that only whole share of Preferred Stock will be
issued.
As soon as practicable after the Distribution Date,
Rights Certificates will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date
and, thereafter, the separate Rights Certificate alone will
represent the Rights. Except as otherwise provided in the Rights
Agreement or determined by the Board of Directors, only shares of
Common Stock issued prior to the Distribution Date will be issued
with Rights.
In the event that (i) a person becomes an Acquiring
Person (except pursuant to an offer for all outstanding shares of
the Company's voting securities which at least a majority of the
Continuing Directors (as defined below) determines to be fair to
and otherwise in the best interests of the Company and its
shareholders), (ii) an Acquiring Person engages in one or more
"self-dealing" transactions as defined in the Rights Agreement,
(iii) the Company is the surviving corporation in a merger with
an Acquiring Person, (iv) during such time that there exists an
Acquiring Person, a recapitalization or reverse stock split
occurs which results in such Acquiring Person's proportionate
ownership interest being increased by more than 1%, or (v) any
person is determined to be an Adverse Person (any of the
foregoing, a "Flip-in Event"), each holder of a Right will
thereafter have the right to receive, upon exercise, Common Stock
(or, in certain circumstances, cash, property, or other
securities of the Company) having a value (based on the lowest
closing sale price of the Common Stock during the twelve-month
period preceding the Flip-in Event) equal to two times the
exercise price of the Right. Notwithstanding the foregoing,
following the occurrence of a Flip-in Event, all Rights that are,
or (under certain circumstances specified in the Rights
Agreement) were, beneficially owned by any Acquiring Person or an
Adverse Person (or by certain related parties) will be null and
void. Rights are not exercisable following the occurrence of a
Flip-in Event, however, until such time as the Rights are no
longer redeemable by the Company as set forth below.
For example, at an exercise price of $65.00 per Right,
each Right not owned by an Acquiring Person or an Adverse Person
(or by certain related parties) following a Flip-in Event would
entitle its holder to purchase $130.00 worth of Common Stock
based on the lowest closing price of the Common Stock during the
twelve-month period preceding the Flip-in Event (or other
consideration, as noted above) for $65.00. Assuming that the
lowest closing price of the Common Stock during such period was
$32.50, the holder of each valid Right would be entitled to
purchase four shares of Common Stock for $65.00.
The term "Continuing Directors" means any member of the
Board of Directors of the Company who was a member of the Board
prior to the date of the Rights Agreement, and any person who is
subsequently elected to the Board if such person is recommended
or approved by a majority of the Continuing Directors, but shall
not include an Acquiring Person, an Adverse Person, or an
affiliate or associate of an Acquiring Person or Adverse Person,
or any representative of the foregoing entities.
In the event that, at any time following the Stock
Acquisition Date, (i) the Company is acquired in a merger or
other business combination transaction in which the Company is
not the surviving corporation (other than a merger which follows
an offer for all outstanding voting securities of the Company,
which at least a majority of the Continuing Directors determines
to be fair to and otherwise in the best interests of the Company
and its shareholders, and the merger price is not less than, and
the form of consideration is the same as, that paid in the tender
or exchange offer) or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right
(except Rights which previously have been voided as set forth
above) shall thereafter have the right to receive, upon exercise,
common stock of the acquiring company having a value equal to two
times the exercise price of the Right. The events set forth in
this paragraph and in the third preceding paragraph are referred
to as "Triggering Events."
The Purchase Price payable and the amount of Preferred
Stock or other securities or property issuable upon exercise of
the Rights are subject to adjustment from time to time to prevent
dilution (i) in the event of a stock dividend on, or a
subdivision, combination, or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain
rights or warrants to subscribe for Preferred Stock or
convertible securities at less than the current market price of
the Preferred Stock, or (iii) upon the distribution to holders of
the Preferred Stock of evidences of indebtedness or assets
(excluding regular quarterly cash dividends) or of subscription
rights or warrants (other than those referred to above).
With certain exceptions, no adjustment in the Purchase
Price will be required until cumulative adjustments amount to at
least 1% of the Purchase Price. No fractional shares of
Preferred Stock will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the
Preferred Stock on the last trading date prior to the date of
exercise.
At any time during the twenty business days following
the Stock Acquisition Date, the Company may redeem the Rights in
whole, but not in part, at a price of $.001 per Right (payable in
cash, Common Stock, or other consideration deemed appropriate as
determined by the Board of Directors). At any time prior to the
date the Rights would otherwise become nonredeemable, a majority
of the Continuing Directors may extend the period for redemption.
The Company's right of redemption may be reinstated if an
Acquiring Person reduces such Person's beneficial or total voting
power ownership to less than 10% of the outstanding shares of
Common Stock or total voting power in a transaction or series of
transactions not involving the Company and there is then no other
Acquiring Person. Immediately upon the action of the Board of
Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to
receive the $.001 redemption price. Notwithstanding the
foregoing, the Board of Directors may not redeem the Rights
following a determination that any person is an Adverse Person.
At any time after the occurrence of a Flip-in Event,
the Board of Directors may exchange the Rights (other than Rights
owned by an Acquiring Person or an Adverse Person or an affiliate
or an associate of any such person, which have become void), in
whole or in part, at an exchange ratio of one share of Common
Stock, and/or other equity securities deemed to have the
equivalent value, per Right, subject to adjustment.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a shareholder of the Company,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to shareholders or to the Company, shareholders may,
depending upon the circumstances, recognize taxable income in the
event that the Rights become exercisable for Common Stock (or
other consideration) of the Company or for common stock of the
acquiring company as set forth above, or are exchanged as
provided in the preceding paragraph.
Other than those provisions relating to the principal
economic terms of the Rights, any of the provisions of the Rights
Agreement may be amended by the Board of Directors of the Company
prior to the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board in
order to cure any ambiguity, to make changes which do not
adversely affect the interests of holders of Rights (excluding
the interests of any Acquiring Person or Adverse Person or an
affiliate or associate of any such person), or to shorten or
lengthen any time period under the Rights Agreement; however, no
amendment to adjust the time period governing redemption shall be
made during any period in which the Rights are not redeemable.
The foregoing description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit 4.1 - Rights Agreement dated as of
February 24, 1995, between
USBANCORP, Inc. and USBANCORP Trust
Company, as rights agent.
Exhibit 99.1 - Press Release, dated February 24,
1995.
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: March 1, 1995 USBANCORP, INC.
By /s/Terry K. Dunkle
Terry K. Dunkle,
Chairman, President and
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description Page
4.1 Rights Agreement,
dated as of February 24,
1995, between USBANCORP,
Inc. and USBANCORP Trust
Company, as rights agent.
99.1 Press Release, dated
February 24, 1995