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, 2001.
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
Ameriserv Financial
Non-Collectively Bargained 401(k) Plan
(Full title of the plan)
Ameriserv Financial, 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:
Ameriserv Financial, 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, LLP.
2. Audited Statements of Net Assets Available
for Benefits as of December 31, 2001 and
2000.
3. Audited Statements of Changes in Net Assets
Available for Benefits for each of the years
in the three year period ended December 31,
2001.
4. Notes to Financial Statements.
b. Exhibits
1. Consent of Barnes, Saly & Company, LLP.
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(k) PLAN
FINANCIAL REPORT
CONTENTS
Page
INDEPENDENT AUDITOR's REPORT . . . . . . . . . . . . . . 1
FINANCIAL STATEMENTS
Statements of net assets available for benefits -
December 31, 2001 and 2000 . . . . . . . . . . . . . 2
Statements of changes in net assets available for
benefits - years ended December 31, 2001, 2000
and 1999 . . . . . . . . . . . . . . . . . . . . . . 3
Notes to financial statements . . . . . . . . . . . . .4-10
SUPPLEMENTARY INFORMATION
Assets held for investment - December 31, 2001. . . . 11
Assets held for investment - December 31, 2000. . . . 12
INDEPENDENT AUDITOR'S REPORT
Board of Trustees and Participants
Ameriserv Financial Non-Collectively Bargained 401 (k) Plan
Johnstown, Pennsylvania
We have audited the accompanying statements of net assets
available for benefits of Ameriserv Financial Non-Collectively
Bargained 401(k) Plan as of December 31, 2001 and 2000, and the
related statements of changes in net assets available for
benefits for each of the three years ended December 31, 2001.
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.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of Ameriserv Financial Non-Collectively
Bargained 401(k) Plan as of December 31, 2001 and 2000, and the
changes in net assets available for benefits for each of the
three years ended December 31, 2001, 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 assets held for investment as of
December 31, 2001 and 2000, 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. These supplemental schedules are the responsibility of
the Plan's management. The supplemental schedules have been
subjected to the auditing procedures applied in the audits 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.
/s/ Barnes, Saly & Company, LLP
Johnstown, Pennsylvania
May 16,2002
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2001 and 2000
Participant Directed
------------------------------------
2001 2000
---- ----
Assets
Investments at fair value (Notes 1, 2 and 3):
Investments in securities of participating
employers (Note 4)
Ameriserv Financial, Inc. common stock
(formerly USBANCORP, Inc.) $ 160,224 $ 119,081
Investments in securities of unaffiliated
issuers and others
Shares of registered investment companies 2,942,903 2,775,683
Three Rivers Bancorp, Inc. common stock (Note 4) 99,775 78,334
Notes Receivable 48,522 56,486
Money Market 103,605 74,513
----------- -----------
$ 3,335,029 $ 3,104,097
----------- -----------
Receivables:
Accrued investment income $ 15,603 $ 24,933
Participants' contribution 15,742 16,867
----------- -----------
$ 31,345 $ 41,800
----------- -----------
Cash $ 12 $ 0
----------- -----------
Total assets $ 3,386,386 $ 3,145,897
----------- -----------
Liabilities
Overdraft $ 0 $ 134
----------- -----------
Net assets available for benefits $ 3,386,386 $ 3,145,763
=========== ===========
See Notes to Financial Statements.
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 2001, 2000 and 1999
Participant Directed
----------------------------------------------
2001 2000 1999
------------ ----------- -----------
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair value
of investments (Notes 3 and 4) $ (157,123) $ (283,230) $ (74,726)
Interest 9,193 11,182 8,539
Dividends (Note 4) 115,661 193,246 209,698
----------- ----------- -----------
$ (32,269) $ (78,802) $ 143,511
------------ ----------- -----------
Contributions:
Participants' (Note 7) $ 408,617 $ 417,332 $ 231,324
----------- ----------- -----------
Total additions $ 376,348 $ 338,530 $ 374,835
Deductions from net assets attributed to:
Benefits paid to participants 135,725 328,060 262,178
----------- ----------- -----------
Net increase $ 240,623 $ 10,470 $ 112,657
----------- ----------- -----------
Net assets available for benefits
Beginning of year 3,145,763 3,135,293 3,022,636
----------- ----------- -----------
End of year $ 3,386,386 $ 3,145,763 $ 3,135,293
=========== =========== ===========
See Notes to Financial Statements.
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001
Note 1: Plan Description
The following description of Ameriserv Financial Non-
Collectively Bargained 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. The Plan name was changed during 2001 from U S
National Bank Noncollectively-Bargained Employees 401(k) Plan.
General:
The Plan is a defined contribution plan covering all
management level employees of Ameriserv Financial,
Inc. (formerly USBANCORP, Inc.) which is a financial
holding company and Ameriserv Financial Bank (the
Bank) (formerly U.S. Bank) which is a wholly-owned
subsidiary as well as the management level employees
of Ameriserv Mortgage Company (formerly U.S. Bank
Mortgage Company), Ameriserv Associates, Inc.
(formerly UBAN Associates) and Ameriserv Financial
Services (formerly 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.
Contributions will be credited with an allocation of
the actual investment earnings and gains and losses
from the actual deposit of each 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 must
direct their salary deferral contributions in 5
percent increments in one or more of the twenty two
mutual funds, a money market fund and Ameriserv
Financial, Inc. common stock (see Note 4 for related
party details). Although certain participants
received shares of Three Rivers Bancorp, Inc. common
stock as a result of the spin-off (see Note 4), such
is not an investment option for additional purchase.
The diversified mutual fund investment options
include bond and government securities funds and
various U.S. and foreign stock funds. Participants
may change their investment options any time
throughout the year via phone access to Ameriserv
Trust and Financial Services Company.
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:
Certain administrative functions are performed by
officers or employees of the Company and Bank. No
such officer or employee receives compensation from
the Plan. Certain other administrative expenses are
paid directly by the Company and Bank.
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 Ameriserv Financial, 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 accounting principles generally accepted in the
United States of America requires the plan
administrator to make estimates and assumptions that
affect certain reported assets, liabilities and
changes therein, and disclosures. 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,
2001 2000
Fidelity Low-Priced Stock, 13,587
and 11,053 shares, respectively $ 372,542 $ 255,538
Vanguard Institutional Index,
2,881 shares and 2,188 shares 302,181 264,081
Fidelity Puritan, 37,208 and 35,924
shares, respectively 657,474 676,448
Fidelity Magellan, 8,304 and 8,787
shares, respectively 865,487 1,048,328
Note 3: Investments (Continued)
During 2001, 2000 and 1999, all of the Plan's
investments (including investments bought, sold and
held during each year) appreciated (depreciated) in
value by $(157,123), $(283,230) and $(74,726)
respectively, as follows:
2001 2000 1999
---- ---- ----
Mutual Funds $ (210,456) $ (203,118) $ 119,321
Three Rivers, Bancorp, Inc. common stock 40,092 (31,106) -0-
Ameriserv Financial, Inc. common stock 13,241 (49,006) (194,047)
---------- ---------- ---------
$ (157,123) $ (283,230) $ (74,726)
========== ========== =========
Note 4: Related Party Transactions
Investment Activity:
As explained in Note 1, one of the Plan's investment
options is Ameriserv Financial, Inc. common stock.
Ameriserv Financial, Inc. is the holding company of
Ameriserv Financial Bank in Johnstown (the
"Employer").
The following is a summary of the investment activity
of Ameriserv Financial, Inc. common stock:
2001 2000
---- ----
Market value at year end $ 160,224 $ 119,081
Number of shares held at year end 33,380 28,019
Original cost at year end $ 178,779 $ 156,031
Purchase Price of shares in current year $ 63,838 $ 65,368
Number of shares purchased in current year 12,982 13,300
Sale price of shares in current year $ 35,936 $ 59,344
Number of shares sold in current year 7,621 9,033
Realized gain (loss) on sales in current year $ 3,546 $ (6,849)
Unrealized appreciation (depreciation) during year $ 9,695 $ (42,157)
Dividend income $ 11,814 $ 10,389
Accrued dividends at year end $ 3,188 $ 2,481
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 follow:
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. Ameriserv 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 Ameriserv Trust and
Financial Services Company to temporarily house
uninvested monies.
Note 5: Income Tax Status
The Plan adopted a standardized form of a prototype
plan. The prototype plan received an opinion letter
dated November 1, 2001 from the Internal Revenue
Service as to the prototype plan's qualified status.
The Plan Administrator plans to submit an application
for determination for its adoption of such prototype
plan. The Plan administrator believes that the Plan
is designed and is being operated in compliance with
the applicable provisions of the Internal Revenue
Code.
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:
2001 $ 23,917
2000 40,993
1999 4,375
Note 8: Reconciliation of Differences Between These Financial
Statements and the Financial Information Required on
Form 5500
2001 2000 1999
---- ---- ----
Net assets available for benefits
as presented in these financial
statements $ 3,386,386 $ 3,145,763 $ 3,135,293
Benefits payable to participants 0 24,574 31,205
----------- ----------- -----------
Net assets available for benefits
as presented on Form 5500 $ 3,386,386 $ 3,121,189 $ 3,104,088
=========== =========== ===========
Net increase in net assets available
for benefits as presented in these
financial statements $ 240,623 $ 10,470 $ 112,657
(Increase) decrease in benefits
payable from previous year 24,574 6,631 (26,621)
Net increase in net assets available
for benefits as presented on Form 5500 $ 265,197 $ 17,101 $ 86,036
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 -, $24,574 and $31,205 at December 31, 2001,
2000 and 1999, 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.
Due to the number of investment options for registered
investment companies the "Statements of Net Assets Available for
Benefits" indicates a combined total as opposed to the year 2000
statement which separately stated each registered investment
company.
There was no effect on the net assets available for benefits as
a result of these items.
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT
December 31, 2001
Investment Type/
Shares Held Description Cost Fair Value
---------------- ----------- ---- ----------
Common stock:
33,380 shares Ameriserv Financial, Inc. common stock* $ 178,779 $ 160,224
7,982 shares Three Rivers Bancorp, Inc. 82,978 99,775
---------- ----------
Total Common Stocks $ 261,757 $ 259,999
Mutual Funds:
1,411 shares Clipper $ 115,134 $ 117,862
13,587 shares Fidelity Low-Priced Stock 307,164 372,542
8,304 shares Fidelity Magellan 841,612 865,487
37,208 shares Fidelity Puritan 650,721 657,474
451 shares Franklin Biotechnology Discovery 31,202 26,181
4,690 shares Franklin Mutual Beacon 66,470 61,199
126 shares Goldman Sachs Global Income 1,834 1,809
60 shares Goldman Sachs Research Select List 411 422
110 shares Invesco Financial Services 3,253 3,007
347 shares Legg Mason Value Trust 18,650 17,377
1,085 shares Northern Technology 24,470 13,527
5,072 shares Pimco Total Return 53,767 53,051
2,139 shares T. Rowe Price Equity Income 52,432 50,596
5,832 shares Templeton Foreign 57,716 53,944
6,242 shares Tweedy, Browne Global Value 126,604 115,658
3,898 shares Vanguard GNMA 40,520 40,433
85 shares Vanguard Health Care 10,215 9,984
2,881 shares Vanguard Institutional Index 338,696 302,181
10,163 shares Vanguard Short-Term Federal 105,481 106,509
200 shares Vanguard Total Bond Market Index 2,050 2,032
524 shares Vanguard US Growth 41,227 25,571
1,198 shares White Oak Growth Stock 72,210 46,057
---------- ----------
Total Mutual Funds $2,961,839 $2,942,903
---------- ----------
Money Market Fund:
103,605 shares Goldman Sachs Financial Square Prime
Obligations $ 103,605 $ 103,605
---------- ----------
Notes Receivable Participant loans, interest rates of
8.74 to 13.99%, Maturity of 1 to 5
years, payable in semi-monthly
payments withheld from participants
payroll $ 48,522 $ 48,522
---------- ----------
Total Assets Held for Investment $3,375,723 $3,355,029
========== ==========
*Represents a party in interest.
See Notes to Financial Statements.
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT
December 31, 2000
Investment Type/
Shares Held Description Cost Fair 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:
Participant loans, interest rates of
8.74 to 13.99%, Maturity of 1 to 5 years,
payable in semi-monthly payments withheld
from participants payroll $ 56,486 $ 56,486
---------- ----------
Total Assets Held for Investment $2,967,207 $3,104,097
========== ==========
* Represents a party in interest.
See Notes to Financial Statements.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Trustees of the Ameriserv Financial 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 26, 2002 Ameriserv Financial Non-Collectively
Bargained 401(k) Plan
Ameriserv Trust and Financial
Services Company, as Trustee
By /s/ Nicholas E. Debias, Jr._____
Nicholas E. Debias, Jr.,
Vice President
Exhibit Index
Exhibit
1. Consent of Barnes, Saly & Company, LLP