FORM 10-Q
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2000.
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________ to__________ Commission File Number: 333-32210
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SOMERSET TRUST HOLDING COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 25-1856469
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
151 West Main Street
P. O. Box 777
Somerset, Pennsylvania 15501-0777
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(Address of principal executive offices)(Zip Code)
(814) 443-3661
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(Registrant's telephone number, including area code)
N/A
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(Former Name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes __________ No X
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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes __________ No
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes
of Common Stock, as of the latest practicable date.
Common Stock, without par value 3
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Class Outstanding Shares at June 30, 2000
PART I. FINANCIAL INFORMATION
Somerset Trust Holding Company (the "Registrant") was incorporated to serve
as the stock holding company for Somerset Trust Company (the "Bank") in
connection with the Bank's reorganization into a one-bank holding company
structure. As of the date hereof, the Bank has not completed its reorganization,
and, accordingly, the Registrant has no significant assets or liabilities, has
not engaged in any operations or transactions except pursuant to the
reorganization, and currently has $3.00 of initial capitalization.
Item 1. Financial Statements
N/A
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
N/A
Item 3. Quantitative and Qualitative Disclosures about Market Risk
N/A
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 2.1 Plan of Reorganization by and among
Registrant, Somerset Interim Bank and
Somerset Trust Company, incorporated by
reference to Annex A of the Proxy
Statement/ Prospectus included in
Registrant's Amendment No. 1 to its
Registration Statement No. 333-32210 on
Form S-4,
filed with the Commission on March 29,
2000.
Exhibit 2.2 Plan of Merger by and between Somerset
Interim Bank and Somerset Trust Company,
incorporated by reference to Annex A of
the Proxy Statement/ Prospectus included
in Registrant's Amendment No. 1 to its
Registration Statement No. 333-32210 on
Form S-4, filed with the Commission on
March 29, 2000.
Exhibit 3(i) Articles of Incorporation of Registrant,
incorporated by reference to Annex B of
the Proxy Statement/ Prospectus included
in Registrant's Amendment No. 1 to its
Registration Statement No. 333-32210 on
Form S-4, filed with the Commission on
March 29, 2000.
Exhibit 3(ii) Bylaws of Registrant, incorporated by
reference to Annex C of the Proxy
Statement/ Prospectus included in
Registrant's Amendment No. 1 to its
Registration Statement No. 333-22210 on
Form S-4, filed with the Commission on
March 29, 2000.
Exhibit 27 Financial Data Schedule
b. No reports on Form 8-K were filed for the quarter ending
March 31, 2000.
SIGNATURES
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 thereunto duly authorized.
SOMERSET TRUST HOLDING COMPANY
(Registrant)
Date: July 17, 2000 /s/ G. Henry Cook
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G. Henry Cook, President
(Principal Executive Officer)
Date: July 17, 2000 /s/ Richard W. Stern
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Richard W. Stern, Treasurer
(Principal Financial and Accounting Officer)
EXHIBIT INDEX
Exhibit Number
Exhibit 2.1 Plan of Reorganization by and among Registrant, Somerset
Interim Bank and Somerset Trust Company, incorporated by
reference to Annex A of the Proxy Statement/ Prospectus
included in Registrant's Amendment No. 1 to its Registration
Statement No. 333-32210 on Form S-4, filed with the Commission
on March 29, 2000.
Exhibit 2.2 Plan of Merger by and between Somerset Interim Bank and
Somerset Trust Company, incorporated by reference to Annex A
of the Proxy Statement/ Prospectus included in Registrant's
Amendment No. 1 to its Registration Statement No. 333-32210 on
Form S-4, filed with the Commission on March 29, 2000.
Exhibit 3(i) Articles of Incorporation of Registrant, incorporated by
reference to Annex B of the Proxy Statement/Prospectus
included in Registrant's Amendment No. 1 to its Registration
Statement No. 333-32210 on Form S-4, filed with the Commission
on March 29, 2000.
Exhibit 3(ii) Bylaws of Registrant, incorporated by reference to Annex C of
the Proxy Statement/ Prospectus included in Registrant's
Amendment No. 1 to its Registration Statement No. 333-32210 on
Form S-4, filed with the Commission on March 29, 2000.
Exhibit 27 Financial Data Schedule
SHUMAKER WILLIAMS, P.C.
P.O. Box 88
Harrisburg, PA 17108
Phone: (717) 763-1121
Fax: (717) 763-7419
July 17, 2000
SECURITIES AND EXCHANGE COMMISSION
ATTN: Filing Desk
450 Fifth Street, N.W.
Washington, D.C. 20549 via EDGAR
RE: SOMERSET TRUST HOLDING COMPANY
Commission File No. 333-32210
Our File No. 99-933
Dear Sir or Madam:
On behalf of Somerset Trust Holding Company and pursuant to the Securities
Exchange Act of 1934, as amended, and the General Rules and Regulations of the
Securities and Exchange Commission, we hereby file, via EDGAR, the Registrant's
Quarterly Report on Form 10-Q, dated July 17, 2000, for the quarter ended March
31, 2000. Please note that the Commission File No. 333-32210 was assigned to
Somerset Trust Holding Company in relation to its filing a Registration
Statement on Form S-4 on March 10, 2000, as amended on March 29, 2000, in
connection with the reorganization of Somerset Trust Company, a
Pennsylvania-chartered bank and trust company, into a holding company structure.
Somerset Trust Holding Company is the proposed holding company for Somerset
Trust Company.
If you have any questions or comments concerning this filing, please
contact the undersigned.
Sincerely,
By: /s/ Cheryl A. Zeman
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Cheryl A. Zeman
Enclosure
cc: G. Henry Cook, President
Somerset Trust Holding Company