UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM 10-K
(MARK ONE)
| þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
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 0-11204
AMERISERV FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
| PENNSYLVANIA | 25-1424278 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| MAIN & FRANKLIN STREETS, P.O. BOX 430, JOHNSTOWN, PENNSYLVANIA |
15907-0430 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (814) 533-5300
Securities registered pursuant to Section 12(b) of the Act:
| Title Of Each Class |
Name Of Each Exchange On Which Registered | |
| None |
Securities registered pursuant to Section 12(g) of the Act:
| Common Stock, $0.01 Par Value | Share Purchase Rights | |
| (Title of class) | (Title of class) |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes þ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ¨ Yes þ No
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. þ Yes ¨ No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). ¨ Yes ¨ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, non-accelerated filer or a smaller reporting company. See definition of “accelerated filer, large accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes þ No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked prices of such common equity, as of the business day of the registrant’s most recently completed second fiscal quarter. The aggregate market value was $39,140,082 as of June 30, 2009.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. There were 21,223,942 shares outstanding as of January 29, 2010.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (e) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Portions of the annual shareholders’ report for the year ended December 31, 2009, are incorporated by reference into Parts I and II.
Portions of the proxy statement for the annual shareholders’ meeting are incorporated by reference in Part III.
Exhibit Index is located on page 84.
EXPLANATORY NOTE
This amendment to our Form 10-K annual report for the fiscal year ended December 31, 2009 is being filed to amend Part IV to include Exhibit 99.1, TARP Certification by Chief Executive Officer, and Exhibit 99.2, TARP Certification by Chief Financial Officer, which were inadvertently omitted from the original filing, and also to include the related corrections to the Exhibit Index. All other information contained in our Form 10-K annual report remains unchanged.
PART IV
| ITEM 15. | EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES |
CONSOLIDATED FINANCIAL STATEMENTS FILED:
The consolidated financial statements listed below are from this 2009 Form 10-K and Part II — Item 8. Page references are to this Form 10-K.
CONSOLIDATED FINANCIAL STATEMENTS:
| AmeriServ Financial, Inc. and Subsidiaries |
||
| 39 | ||
| 40 | ||
| 42 | ||
| 43 | ||
| 44 | ||
| 45 | ||
| 78 | ||
| Report on Management’s Assessment of Internal Control Over Financial Reporting |
80 | |
| 81 |
CONSOLIDATED FINANCIAL STATEMENT SCHEDULES:
These schedules are not required or are not applicable under Securities and Exchange Commission accounting regulations and therefore have been omitted.
1
EXHIBITS:
The exhibits listed below are filed herewith or to other filings.
| EXHIBIT NUMBER |
DESCRIPTION |
PRIOR FILING OR EXHIBIT PAGE NUMBER HEREIN | ||
| 3.1 | Amended and Restated Articles of Incorporation as amended through December 23, 2009. | Exhibit 3.1 to Form 8-K Filed on December 23, 2009 | ||
| 3.2 | Bylaws, as amended and restated on December 17, 2009. | Exhibit 3.2 to Form 8-K Filed on December 23, 2009 | ||
| 3.3 | Certificate of Designation of Rights of Fixed Rate Cumulative Perpetual Preferred Stock, Series D. | Exhibit 3.1 to Form 8-K Filed December 22, 2008 | ||
| 4.1 | Warrant, dated December 19, 2008, to purchase 1,312,500 shares of common stock, par value $2.50 per share, of AmeriServ Financial, Inc. | Exhibit 4.1 to Form 8-K Filed December 22, 2008 | ||
| 10.1 | Agreement, dated July 22, 2009, between AmeriServ Financial, Inc. and Glenn L. Wilson | Exhibit 10.1 to Form 8-K Filed July 28, 2009 | ||
| 21.1 | Subsidiaries of the Registrant. | Below | ||
| 23.1 | Consent of Independent Registered Public Accounting Firm | Below | ||
| 31.1 | Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. | Below | ||
| 31.2 | Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002. | Below | ||
| 32.1 | Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | Below | ||
| 32.2 | Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | Below | ||
| 99.1 | Chief Executive Officer Certification pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008, as Amended | Below | ||
| 99.2 | Chief Financial Officer Certification pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008, as Amended | Below | ||
2
Pursuant to the requirements of Section 13 or 15(d) 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.
| AmeriServ Financial, Inc. (Registrant) | ||
| By: | /s/ Glenn L. Wilson | |
| Glenn L. Wilson | ||
| President & CEO | ||
Date: March 11, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 11, 2010:
| /s/ Craig G. Ford |
Chairman | |||||
| Craig G. Ford | Director | |||||
| /s/ Glenn L. Wilson |
President, CEO & Director | /s/ Jeffrey A. Stopko |
EVP & CFO | |||
| Glenn L. Wilson | Jeffrey A. Stopko | |||||
| /s/ J. Michael Adams, Jr. |
Director | /s/ Very Rev. Christian R. Oravec |
Director | |||
| J. Michael Adams, Jr. | Very Rev. Christian R. Oravec | |||||
| /s/ Allan R. Dennison |
Director | /s/ Mark E. Pasquerilla |
Director | |||
| Allan R. Dennison | Mark E. Pasquerilla | |||||
| /s/ Daniel R. DeVos |
Director | /s/ Howard M. Picking, III |
Director | |||
| Daniel R. DeVos | Howard M. Picking, III | |||||
| /s/ James C. Dewar |
Director | /s/ Sara A. Sargent |
Director | |||
| James C. Dewar | Sara A. Sargent | |||||
| /s/ Bruce E. Duke, III |
Director | /s/ Thomas C. Slater |
Director | |||
| Bruce E. Duke, III | Thomas C. Slater | |||||
| /s/ James M. Edwards, Sr. |
Director | /s/ Nedret Vidinli |
Director | |||
| James M. Edwards, Sr. | Nedret Vidinli | |||||
| /s/ Kim W. Kunkle |
Director | /s/ Robert L. Wise |
Director | |||
| Kim W. Kunkle | Robert L. Wise | |||||
| /s/ Margaret A. O’Malley |
Director | |||||
| Margaret A. O’Malley | ||||||
3
AMERISERV FINANCIAL, INC.
| AMERISERV FINANCIAL BANK OFFICE LOCATIONS |
REMOTE ATM BANKING LOCATIONS | |||||||
| * |
Main Office Downtown 216 Franklin Street PO Box 520 Johnstown, PA 15907-0520 1-800-837-BANK (2265) |
* |
Seward Office 1 Roadway Plaza 6858 Route 711 Suite One Seward, PA 15954-9501 |
East Hills Drive-up, Main Office, 216 Franklin Street, Johnstown | ||||
| †* | Westmont Office 110 Plaza Drive Johnstown, PA 15905-1211 |
* | Windber Office 1501 Somerset Avenue Windber, PA 15963-1745 |
The Galleria, Johnstown Goga’s Service Station, Cairnbrook | ||||
| †* | University Heights Office 1404 Eisenhower Boulevard Johnstown, PA 15904-3218 |
Central City Office 104 Sunshine Avenue Central City, PA 15926-1129 |
AMERISERV RESIDENTIAL LENDING LOCATIONS | |||||
| * | Eighth Ward Office 1059 Franklin Street Johnstown, PA 15905-4303 |
* | Somerset Office 108 W. Main Street Somerset, PA 15501-2035 |
Main Office Downtown 216 Franklin Street PO Box 520 Johnstown, PA 15907-0520 | ||||
| * | West End Office 163 Fairfield Avenue Johnstown, PA 15906-2347 |
* | Derry Office 112 South Chestnut Street Derry, PA 15627-1938 |
Altoona Office 87 Logan Boulevard Altoona, PA 16602-3123 | ||||
| * | Carrolltown Office 101 South Main Street Carrolltown, PA 15722-0507 |
* | South Atherton Office 734 South Atherton Street State College, PA 16801-4628 |
Pittsburgh Loan Center 300 Penn Center Boulevard Suite 402 Pittsburgh, PA 15235-5507 | ||||
| * | Northern Cambria Office 4206 Crawford Avenue Suite 1 Northern Cambria, PA 15714-1342 |
* | Pittsburgh Office 60 Boulevard of the Allies Suite 100 Pittsburgh, PA 15222-1232 |
|||||
| †* | Lovell Park Office 179 Lovell Avenue Ebensburg, PA 15931-0418 |
* | Benner Pike Office 763 Benner Pike State College, PA 16801-7313 |
|||||
| * | Nanty Glo Office 1383 Shoemaker Street Nanty Glo, PA 15943-1254 |
*=
†= |
24-Hour ATM Banking Available Seven Day a Week Banking Available |
|||||
| †* | Galleria Mall Office 500 Galleria Drive Suite 100 Johnstown, PA 15904-8911 |
|||||||
4
SHAREHOLDER INFORMATION
SECURITIES MARKETS
AmeriServ Financial, Inc. Common Stock is publicly traded and quoted on the NASDAQ National Market System. The common stock is traded under the symbol of “ASRV.” The listed market makers for the stock are:
| Morgan Stanley SmithBarney 969 Eisenhower Boulevard Oak Ridge East Johnstown, PA 15904 Telephone: (814) 266-7900 |
Keefe Bruyette & Woods, Inc. 787 Seventh Avenue Equitable Bldg — 4th Floor New York, NY 10019 Telephone: (800) 966-1559 | |
| Sandler O’Neill & Partners, L.P. 919 Third Avenue 6th Floor New York, NY 10022 Telephone: (800) 635-6860 |
Knight Capital Group, Inc. 545 Washington Boulevard Jersey City, NJ 07310 Telephone: (800) 544-7508 | |
| Stifel Nicolaus 1407 Eisenhower Boulevard Johnstown, PA 15904 Telephone: (814) 269-9211 |
Janney Montgomery Scott, LLC 1801 Market Street, 8th Floor Philadelphia, PA 19103-1675 Telephone: (215) 665-6000 | |
CORPORATE OFFICES
The corporate offices of AmeriServ Financial, Inc. are located at 216 Franklin Street, Johnstown, PA 15901. Mailing address:
P.O. Box 430
Johnstown, PA 15907-0430
(814) 533-5300
AGENTS
The transfer agent and registrar for AmeriServ Financial, Inc.’s common stock is:
Computershare Investor Services
P O Box 43078
Providence, RI 02940-3078
Shareholder Inquiries: 1-800-730-4001
Internet Address: http://www. Computershare.com
INFORMATION
Analysts, investors, shareholders, and others seeking financial data about AmeriServ Financial, Inc. or any of its subsidiaries’ annual and quarterly reports, proxy statements, 10-K, 10-Q, 8-K, and call reports — are asked to contact Jeffrey A. Stopko, Executive Vice President & Chief Financial Officer at (814) 533-5310 or by e-mail at JStopko@AmeriServFinancial.com. The Company also maintains a website (www.AmeriServFinancial.com) that makes available, free of charge, such reports and proxy statements and other current financial information, such as press releases and SEC documents, as well as the corporate governance documents under the Investor Relations tab on the Company’s website.
5