PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c)
or Rule 14a-12
AMERISERV FINANCIAL, INC.
(Name of Registrant as Specified in its Charter)
________________________________________________________________
(Name of Person(s) Filing Proxy Statement
if other than Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act
Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction
applies:
_______________________________________________________________
2) Aggregate number of securities to which transaction
applies:
________________________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
________________________________________________________________
4) Proposed maximum aggregate value of transaction:
________________________________________________________________
5) Total fee paid:
________________________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
1) Amount Previously Paid:
________________________________________________________________
2) Form, Schedule or Registration Statement No.:
________________________________________________________________
3) Filing Party:
________________________________________________________________
4) Date Filed:
________________________________________________________________
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
AND PROXY STATEMENT
AMERISERV FINANCIAL, INC.
P.O. BOX 430
JOHNSTOWN, PENNSYLVANIA 15907-0430
To Be Held April 23, 2002
Mailed to Security Holders March 15, 2002
AmeriServ Financial, Inc.
216 Franklin Street, P. O. Box 430
Johnstown, Pennsylvania 15907-0430
814-533-5158
March 15, 2002
Dear Fellow Shareholder:
AmeriServ Financial, Inc.'s Annual Meeting of Shareholders
will be held Tuesday, April 23, 2002, at 1:30 p.m., Eastern
Time, at the Westwood Plaza Theatre, Westwood Plaza Shopping
Center, Johnstown, Pennsylvania 15905-1108.
The matters to be acted upon at the meeting are:
(a) the election of five Class I directors;
(b) such other matters as may be properly brought before
the AmeriServ Financial, Inc. annual meeting or any adjournments
thereof.
Please review the enclosed material and sign, date and
return the proxy card or, if you prefer, vote by telephone or
Internet by following the instructions on the proxy card.
Regardless of whether you plan to attend the annual meeting in
person, please vote now so that the matters coming before the
meeting may be acted upon.
I look forward to seeing you at the annual meeting.
Respectfully yours,
Orlando B. Hanselman
Chairman, President and
Chief Executive Officer
AmeriServ Financial, Inc.
P. O. Box 430
Johnstown, Pennsylvania 15907-0430
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 15, 2002
To The Shareholders:
NOTICE IS HEREBY GIVEN that, pursuant to the call of its
directors, the Annual Meeting of Shareholders of AmeriServ
Financial, Inc. will be held at the Westwood Plaza Theatre,
Westwood Plaza Shopping Center, Johnstown, Pennsylvania 15905-
1108, on Tuesday, April 23, 2002, at 1:30 p.m., Eastern Time,
for the purpose of considering and voting on the following
matters:
1. Election of five Class I directors for a term of
three years from the date of election and until
their successors shall have been elected and
qualified (Matter No. 1);
2. Such other business as may properly come before the
meeting or any adjournment thereof.
Only those shareholders of record at the close of business
on March 5, 2002 shall be entitled to notice of and to vote at
the meeting. A Proxy Statement, a proxy card and a self-
addressed postage prepaid envelope are enclosed. Please
complete, sign and date the proxy card and return it promptly in
the envelope provided or, if you prefer, vote by telephone or
Internet by following the instructions on the proxy card. If
you attend the meeting, you may revoke your proxy and vote in
person.
This Notice, the accompanying Proxy Statement and form of
proxy are sent to you by order of the Board of Directors.
Betty L. Jakell,
Corporate Secretary
Johnstown, Pennsylvania
March 15, 2002
AMERISERV FINANCIAL, INC.
P.O. Box 430
Johnstown, Pennsylvania 15907-0430
PROXY STATEMENT
GENERAL
Introduction
The Proxy Statement and enclosed proxy card are being mailed to the
shareholders of AmeriServ Financial, Inc. ("ASRV" or the "Company") on or
about March 15, 2002, in connection with the solicitation of proxies by
the Board of Directors of ASRV. The proxies will be voted at the Annual
Meeting of the Shareholders of ASRV to be held on Tuesday, April 23, 2002,
at 1:30 p.m., Eastern Time, at the Westwood Plaza Theatre, Westwood Plaza
Shopping Center, Johnstown, Pennsylvania 15905-1108 (the "Annual
Meeting"). ASRV's Annual Report for the year ended December 31, 2001
accompanies this Proxy Statement. It should not be regarded as proxy
solicitation material. AmeriServ Financial, Inc. is the holding company
for AmeriServ Financial Bank doing business as AmeriServ Financial (the
"Bank").
Solicitation of Proxies
The cost of the solicitation of proxies will be borne by ASRV. In
addition to the use of the mails, some directors and officers of ASRV may
solicit proxies, without additional compensation, in person, by telephone,
telegram, or otherwise. Arrangements may be made by ASRV with banks,
brokerage houses and other custodians, nominees and fiduciaries to forward
solicitation material to the beneficial owners of shares held by them of
record, and ASRV may reimburse them for reasonable expenses they incur in
so doing.
Voting Securities
As of the close of business on March 5, 2002 (the "Record Date"),
there were outstanding 13,686,097 shares of common stock, par value $2.50
per share (the "ASRV Common Stock"), the only class of capital stock of
ASRV outstanding. Holders of record of ASRV Common Stock as of the close
of business on the Record Date are entitled to notice of and to vote at
the Annual Meeting. Except with respect to the election of directors,
each shareholder is entitled to one vote for each share held. Holders of
ASRV Common Stock are entitled to cumulate their vote in the election of
directors.
If a shareholder participates in ASRV's Dividend Reinvestment and
Common Stock Purchase Plan, the proxy card sent to such shareholder will
represent the number of shares registered in the shareholder's name and
the number of shares, including fractional shares, credited to the
shareholder's Dividend Reinvestment Plan account.
If the enclosed proxy card is appropriately marked, signed and
returned in time to be voted at the Annual Meeting, or, if a shareholder
votes by telephone or Internet, in accordance with the instructions on the
proxy card, the shares represented by the proxy will be voted in
accordance with the instructions marked thereon. Signed proxies not
marked to the contrary will be voted "FOR" the election of the nominees
for ASRV's Board of Directors.
Right of Revocation
Proxies may be revoked at will at any time before they have been
exercised by filing with the Corporate Secretary of ASRV an instrument of
revocation or a duly executed proxy bearing a later date. Any shareholder
attending the Annual Meeting also may revoke a previously granted proxy by
voting in person at the Annual Meeting.
Quorum
Under ASRV's Bylaws, the presence, in person or by proxy, of
shareholders entitled to cast at least a majority of the votes that all
shareholders are entitled to cast, constitutes a quorum for the
transaction of business at the Annual Meeting.
Principal Shareholders
The following table sets forth information regarding persons or
entities known to ASRV's management to own of record or beneficially, as
of March 5, 2002, 5% or more of the outstanding shares of ASRV Common
Stock.
Amount of
Name and Address Beneficial Percent of
of Beneficial Owner Ownership Common Stock
Dimensional Fund Advisors Inc.(1) 1,176,239 8.6
1299 Ocean Avenue - 11th Floor
Santa Monica, California 90401
AmeriServ Trust and 939,290 6.9
Financial Services
Company
P.O. Box 520
Johnstown, Pennsylvania 15907-0520
__________
(1)Dimensional Fund Advisors Inc. ("Dimensional"), an investment advisor
registered under Section 203 of the Investment Advisors Act of 1940,
furnishes investment advice to four investment companies registered under
the Investment Company Act of 1940, and serves as investment manager to
certain other investment vehicles, including commingled group trusts.
(These investment companies and investment vehicles are the "Portfolios").
In its role as investment advisor and investment manager, Dimensional
possessed both investment and voting power over 1,176,239 shares of ASRV
Common Stock as of December 31, 2001. The Portfolios own all securities
reported in this statement, and Dimensional disclaims beneficial ownership
of such securities.
MATTER NO. 1
ELECTION OF ASRV DIRECTORS
General
The Articles of Incorporation of ASRV provide that ASRV's business
shall be managed by a Board of Directors of not less than 5 and not more
than 25 persons. Under the Articles of Incorporation, the total number of
directors may be determined by either a resolution adopted by a majority
vote of the directors then in office or by resolution of the shareholders
at a meeting. The number of directors for 2002 has been set by the Board
at 15.
ASRV's Board of Directors, as provided in its Articles of
Incorporation, is divided into three classes: Class I, Class II and
Class III, each being as nearly equal in number as possible. The
directors in each class serve terms of three years each and until their
successors are elected and qualified. Under ASRV's Bylaws, a person
elected to fill a vacancy on the Board of Directors serves as a director
for the remaining term of office of the class to which he or she was
elected.
Nominees and Continuing Directors
The Board of Directors fixed the number of directors in Class I at
five and has nominated James M. Edwards, Sr., Rev. Christian R. Oravec,
Howard M. Picking, III, Sara A. Sargent and Robert L. Wise for election as
Class I directors for three-year terms to expire at the 2005 Annual
Meeting of Shareholders, and until their successors are duly elected and
qualified. Directors Edwards and Wise were elected by the shareholders at
the 1999 Annual Meeting. Directors Oravec, Picking and Sargent were
appointed to fill the vacancies created on February 25, 2000 in connection
with the Three Rivers Bank and Trust Company spin-off. The remaining
directors will continue to serve in accordance with their previous
election or appointment with the terms of the Class II and Class III
directors expiring in 2003 and 2004, respectively.
The Bylaws of ASRV permit nominations for election to the Board of
Directors to be made by the Board of Directors or by any shareholder
entitled to vote for the election of directors. All nominations for
director to be made at the Annual Meeting by shareholders entitled to vote
for the election of directors must be preceded by notice in writing,
delivered or mailed by first class United States mail, postage prepaid, to
the President of ASRV not less than 60 days nor more than 90 days prior to
the Annual Meeting, which notice must contain certain information
specified in the Bylaws. No notice of nomination for election as a
director has been received from any shareholder as of the date of this
Proxy Statement. If a nomination is attempted at the Annual Meeting that
does not comply with the procedures required by the Bylaws or if any votes
are cast at the Annual Meeting for any candidate not duly nominated, then
such nomination and/or such votes may be disregarded.
With respect to the election of directors, each shareholder has the
right to vote, for each share of ASRV Common Stock held by him or her, as
many votes as shall equal the number of directors to be elected, and he or
she, or his or her proxy, may cast the whole number of votes for one
nominee or distribute them among two or more nominees. If a signed proxy
contains no direction regarding the distribution of votes, the proxies
will have authority to cumulate votes in their discretion except to the
extent a shareholder withholds such authority on the form of proxy. The
five persons receiving the highest number of votes cast at the Annual
Meeting will be elected as Class I directors. Abstentions and broker non-
votes will not constitute or be counted as "votes" cast for purposes of
the Annual Meeting, but will be counted for purposes of determining the
presence of a quorum.
Except as noted above, it is intended that shares represented by
proxies will be voted for the nominees listed, each of whom is now a
director of ASRV and each of whom has expressed his or her willingness to
serve, or for any substitute nominee or nominees designated by the ASRV
Board of Directors in the event any nominee or nominees become unavailable
for election. The ASRV Board of Directors has no reason to believe that
any of the nominees will not serve if elected.
The following tables set forth as to each of the nominees for
election as a Class I director and as to each of the continuing Class II
and Class III directors, his or her age, principal occupation and business
experience, the period during which he or she has served as a director of
ASRV, or an affiliate or predecessor and other business relationships.
There are no family relationships between any of the listed persons.
Nominees For Election As
Class I Directors - Term Expires in 2005
Directorship in
Director other Reporting
Name and Principal Occupation(1) Age Since(2)(3) __Companies__
James M. Edwards, Sr. 62 1984 None
Retired President and Chief
Executive Officer, WJAC,
Incorporated
Rev. Christian R. Oravec 64 1990 None
President, St. Francis
University
Howard M. Picking, III 64 1970 None
Chairman, The Picking Company;
retired Chairman and CEO,
Miller-Picking Corporation
Sara A. Sargent 54 1996 None
President, The Sargent's
Group
Robert L. Wise, 58 1986 None
Retired President and COO,
GPU Energy
Continuing Class II Directors - Term Expires in 2003
Directorship in
Director other Reporting
Name and Principal Occupation(1) Age Since(2)(3) __Companies__
J. Michael Adams, Jr. 40 2000 None
Attorney-at-Law
McGuire Woods, LLC
Edward J. Cernic, Sr. 69 1998 None
President and CEO, Cernic
Enterprises, Inc.
Margaret A. O'Malley 42 1997 None
Attorney-at-Law
Yost & O'Malley
Mark E. Pasquerilla 42 1997 Crown American
Chairman, President and CEO, Realty Trust
Crown American Realty Trust
Thomas C. Slater 59 1980 None
Owner, President and Director,
Slater Laboratories, Inc.,
Clinical Laboratory
Continuing Class III Directors - Term Expires in 2004
Directorship in
Director other Reporting
Name and Principal Occupation(1) Age Since(2)(3) __Companies__
Daniel R. DeVos 59 1991 None
President and CEO,
Concurrent Technologies
Corporation
James C. Dewar 64 1974 None
President and CEO, Geo. C.
Dewar, Inc.; retired
President and CEO, Dewar's
Car World
Bruce E. Duke, III, M.D. 58 1987 None
Surgeon, Valley Surgeons, Inc.
Medical Practice
Orlando B. Hanselman 42 1995 None
Chairman, President and CEO
of ASRV and AmeriServ Financial;
Chairman of all subsidiaries
Kim W. Kunkle 47 1984 None
President and CEO,
Laurel Holdings, Inc.
___________________
(1) All directors and nominees have held the positions
indicated or another senior executive position with the
same entity or one of its affiliates or predecessors for
the past five years except for Mr. Adams who was
formerly a partner with another law firm
prior to 1998.
(2) Reflects the earlier of the first year as a director of
ASRV, the Bank, or Johnstown Savings Bank.
(3) All incumbent directors were elected by the shareholders
except Messrs. Oravec, Picking and Ms. Sargent who were
appointed by the Board of Directors on February 25,
2000.
Security Ownership of Management
The following table sets forth information concerning the number of
shares of ASRV Common Stock beneficially owned, as of March 5, 2002, by
each present director, nominee for director, and each executive officer
named in the compensation table set forth elsewhere herein.
Amount and Nature
of Beneficial Percent
Name of Beneficial Owner(1) Ownership(2) of Class
J. Michael Adams, Jr.(3)...... 32,067 *
Edward J. Cernic,Sr........... 49,129 *
Daniel R. DeVos............... 3,836 *
James C. Dewar ............... 60,577 *
Bruce E. Duke, III, M.D....... 14,800 *
James M. Edwards, Sr.......... 32,629 *
Ray M. Fisher................. 39,879 *
Jeryl L. Graham............... 41,896 *
Orlando B. Hanselman.......... 126,449 *
Kim W. Kunkle (4)............. 39,671 *
Margaret A. O'Malley (5)...... 123,344 *
Rev. Christian R. Oravec...... 2,357 *
Mark E. Pasquerilla (6)....... 242,942 1.8
Howard M. Picking, III (7).... 35,007 *
Sara A. Sargent............... 20,355 *
Thomas C. Slater.............. 31,902 *
Jeffrey A. Stopko............. 17,578 *
Ronald W. Virag............... 19,939 *
Robert L. Wise................ 22,521 *
Officers, Directors and
Nominees for Directors
as a Group
(19 persons)(8)............. 956,880 7.0
__________________
*Less than 1%
(1) Except as noted below, each of the identified beneficial
owners, including the officers, directors and nominees
for director, has sole investment and voting
power as to all the shares shown as beneficially owned
with the exception of those held jointly by certain
officers, directors and nominees for director with
their spouses or directly by their spouses or other
relatives.
(2) Includes shares of ASRV Common Stock that may be
acquired within sixty (60) days of the Record Date upon
the exercise of presently exercisable stock options as
follows: 31,233, 36,941, 67,819, 12,956, 6,367 and
155,316 held by Fisher, Graham, Hanselman, Stopko,
Virag and the group, respectively. Also includes
667, 667, 533 and 533 shares of ASRV Common Stock
subject to restriction held by Fisher, Graham,
Stopko and Virag pursuant to restricted stock awards
made in March 2000 that vest ratably over a three
year period. In addition, Fisher, Graham, Hanselman,
Stopko and Virag hold options to acquire ASRV Common
Stock that first become exercisable, in part, during
or after July 2002 and therefore are excluded.
Furthermore, to fund a supplemental executive retirement
plan, in 2001, Mr. Hanselman was awarded 156,000 shares
of ASRV Common Stock that vest over fifteen years with
the initial vesting of 33% of the award occurring in
2006. Mr. Hanselman does not have voting or investment
power over these unvested shares and they are therefore
excluded.
(3) J. Michael Adams, Jr. is voting trustee of all shares of
ASRV Common Stock held by Jerome M. Adams and
Elizabeth Adams under a Voting Trust Agreement
dated January 31, 2002.
(4) Includes 18,057 and 3,000 shares held by Laurel
Management Retirement Plan and Laurel Corporation,
respectively, of which Mr. Kunkle is an officer and has
voting and investment power.
(5) Margaret A. O'Malley is voting trustee of all shares of
ASRV Common Stock held by James F. O'Malley and Jean
O'Malley under a Voting Trust Agreement dated March 3,
1997.
(6) Includes 202,445 shares of ASRV Common Stock held
by Crown American Enterprises, Inc. of which Mark E.
Pasquerilla is an officer and 35,500 shares held by
Marenrico Partnership of which Mr. Pasquerilla is one of
the partners.
(7) Includes 366 shares owned by The Picking Company of
which Mr. Picking is Chairman.
(8) The group consists of 19 persons, being the members of
the Board of Directors of ASRV, the Chief Executive
Officer, and each other named executive officer of
ASRV set forth in the compensation table elsewhere
herein.
Section 16(a) Beneficial Ownership Reporting Compliance
Based upon a review of information provided to the Company for the
twelve month period ended December 31, 2001, one officer, Ms. Jeryl L.
Graham, failed to report on a timely basis one sale of stock made on
November 29, 2001. The report on Form 4 was required to be filed on
December 10, 2001 and was not filed until January 14, 2002.
Board and Committees
The Board of Directors has various standing committees including an
Audit Committee, an Executive Committee, an Investment/ALCO Committee, a
Management Compensation Committee (the "Compensation Committee") and a
Nominating Committee. During 2001, the Board of Directors held 13
meetings, the Audit Committee held 8 meetings, the Executive Committee
held two meetings, the Investment/ALCO Committee held 4 meetings, the
Compensation Committee held 5 meetings and the Nominating Committee held 2
meetings. Each director attended at least 75% of the combined total of
meetings of the Board of Directors and of each committee of which he/she
was a member.
The Executive Committee of the Company consisted of the seven largest
shareholders of the Company who are members of the Board of Directors.
The Executive Committee serves as a resource for management to seek
guidance on issues between regularly scheduled meetings or with respect to
matters that generally do not warrant calling a special Board meeting. In
addition, from time to time, the Executive Committee is asked to study
strategic issues in greater depth than may be practical for the Board as a
whole. The Executive Committee is comprised of Directors Pasquerilla
(Chair), O'Malley (Vice Chair), Cernic, Dewar, Hanselman, Kunkle and
Slater.
The Audit Committee is responsible for recommending to the Board of
Directors the appointment of an independent public accountant to audit the
books and accounts of ASRV and its subsidiaries, reviewing the reports of
the Audit Department and the reports of examination conducted by the bank
and bank holding company regulators and ASRV's independent public
accountants, reviewing the adequacy of internal audit and control
procedures, and reporting to the Board of Directors. The Audit Committee
is comprised of Directors Dewar (Chair), O'Malley (Vice Chair), Adams,
DeVos, Duke, Oravec, Picking, Sargent and Wise.
The Nominating Committee consisted of Directors O'Malley (Chair),
Cernic (Vice Chair), Adams, DeVos, Hanselman, Kunkle, Pasquerilla, Sargent
and Slater. The Nominating Committee is responsible for nominating
individuals to stand for election as directors at the Annual Meeting of
Shareholders and will consider nominees recommended by shareholders.
Shareholders may nominate persons for election as directors in accordance
with the procedures set forth in Section 1.3 of ASRV's Bylaws.
Notification of such nomination, containing the required information, must
be mailed or delivered to the President of ASRV not less than 60 days or
more than 90 days prior to the Annual Meeting.
The Investment/ALCO Committee consisted of Directors Slater (Chair),
Kunkle (Vice Chair), Dewar, Edwards, Hanselman, Oravec, Pasquerilla, and
Picking and officers Stopko and Fisher. This committee is responsible for
overseeing the investment policy of the Company and monitoring interest
rate, liquidity, and market risk.
The Compensation Committee is responsible for reviewing and making
recommendations regarding the compensation of corporate officers. No
director who is eligible to receive any benefit under plans administered
by the Compensation Committee, except for benefits payable to directors
under the Independent Directors Annual Retainer Plan (the Committee's
administration of which is limited to coordinating the payment of a
predetermined retainer) and the 2001 Stock Incentive Plan which was
previously approved by the shareholders on April 24, 2001, may serve on
the Compensation Committee. The Compensation Committee was comprised of
Directors O'Malley (Chair), Pasquerilla (Vice Chair), Adams, Cernic,
DeVos, Dewar, Picking and Slater. See "Executive Compensation" herein.
The Board of Directors of the Bank also has standing committees,
including an Executive Committee, a Discount Committee, a Pension
Committee and a Board Technology Committee.
The Executive Committee of the Bank consists of the seven largest
shareholders of the Company who are members of the Board of Directors.
The Executive Committee serves as a resource for management to seek
guidance on issues between regularly scheduled meetings or with respect to
matters that generally do not warrant calling a special Board meeting. In
addition, from time to time, the Executive Committee is asked to study
strategic issues in greater depth than may be practical for the Board as a
whole. The Executive Committee is comprised of Directors Pasquerilla
(Chair), O'Malley (Vice Chair), Cernic, Dewar, Hanselman, Kunkle and
Slater.
The Discount Committee of the Bank consists of Directors and
employees of the Bank. The Discount Committee is responsible for
establishing loan underwriting guidelines and loan approvals in excess of
an amount equal to 20% of the Bank's legal lending limit. The Discount
Committee is comprised of Directors Kunkle (Chair), DeVos (Vice Chair),
Cernic, Hanselman, Pasquerilla, Sargent and Slater and Bank officers
Carolyn M. Concannon, Jeryl L. Graham, Douglas B. Bickmore, Leslie N.
Morgenstern (non-voting) and Joy Gaffud-Vaze (non-voting).
The Pension Committee of the Bank consists of Directors and employees
of the Bank. The Pension Committee is responsible for overseeing all
broad-based employee benefit plans. The Pension Committee consists of
Directors Duke (Chair), Oravec (Vice Chair), Cernic, Edwards, Hanselman
and Wise and Bank employees Connie J. Brinham, James A. Farley, Ray M.
Fisher and Jeffrey A. Stopko.
The Board Technology Committee of the Bank is responsible for
assessing the current technological capabilities of the Bank, developing
and implementing the Bank's technology strategy, and approving specific
technology initiatives. The Board Technology Committee consists of
Directors DeVos (Chair), Sargent (Vice Chair), Edwards, Hanselman,
Pasquerilla, Slater and Wise.
Compensation of Directors
Executive officers of ASRV who are directors or members of committees
of the ASRV Board of Directors or its subsidiaries receive no compensation
for such positions. In 2001, independent directors of ASRV received a
retainer of $6,000 payable in ASRV Common Stock. In 2001, all ASRV and
Bank Board meetings were held jointly but with separate agendas and
minutes. Attendance at the joint meetings was compensated at a rate of
$450.00. A fee of $400 was paid for attendance at each committee meeting
of the ASRV Board of Directors. Certain independent directors of ASRV are
also directors of the Bank and AmeriServ Trust and Financial Services
Company (the "Trust Company"). Directors serving on the Board of
Directors of the Trust Company were compensated for their services by a
payment of $450 for each Board of Directors meeting attended. A fee of
$400 was paid for each Bank and Trust Company committee meeting attended.
Directors who serve on the board of AmeriServ Associates, Inc. receive no
remuneration.
Executive Compensation
Board Compensation Committee Report on Executive Compensation
The following is a report by the Management Compensation Committee of
the Board of Directors of ASRV. The objectives of the report are to
provide shareholders with a clear explanation of the overall executive
compensation philosophy, strategies, and specific executive compensation
plans, and to meet all proxy disclosure rules relating to executive
compensation established by regulatory bodies.
Management Compensation Committee
The Management Compensation Committee is comprised of 8 non-employee,
independent directors appointed from the Board of Directors of ASRV. The
Committee met 5 times in 2001.
The Committee seeks to achieve and maintain equity with respect to
balancing the interests of shareholders and executive officers, while
supporting the Company's need to attract and retain competent executive
management. The Committee develops an executive compensation policy,
along with supporting executive compensation plans and programs, and
ensures that they:
- Emphasize the enhancement of shareholder value
- Support the acquisition and retention of competent
executives
- Deliver the total executive compensation package in a cost-
effective manner
- Reinforce key business objectives
- Provide competitive compensation opportunities for
competitive results
- Encourage management ownership of ASRV Common Stock
- Comply with applicable regulations
The role of the Committee is to collect and analyze comparative
executive compensation information from relevant peer groups, to approve
executive salary adjustments, to administer the Executive At-Risk
Compensation Plan (replaces the formerly titled Executive Annual Incentive
Plan), including the establishment of performance goals, and to administer
the ASRV 2001 Stock Incentive Plan. Additionally, from time-to-time, the
Committee reviews other human resource issues, including qualified and
non-qualified benefits, management performance appraisals, and succession
planning.
Executive Compensation Policy
The executive compensation policy expresses the philosophy of the
Board of Directors toward program participation, relevant peer
comparisons, and plan design and, as such, represents an important part of
the overall executive compensation program. The policy provides guidance
to the Management Compensation Committee and, within the overall
objectives of equity and regulatory compliance, acts as a standard against
which program performance can be measured.
The executive compensation program is designed to encourage decisions
and actions that have a positive impact on the overall performance of
ASRV. For that reason, participation is focused on executive officers who
have the greatest opportunity to influence the achievement of strategic
corporate objectives.
As part of the overall program, the executive compensation policy
defines pay practices and addresses each of the major components of the
executive pay program, as summarized below.
1. A market-competitive executive base salary program,
combined with a formal performance appraisal system
that focuses awards that are integrated with strategic
corporate objectives.
2. Base benefits that are generally available to all
employees, supplemented by non-qualified supplemental
arrangements, where appropriate.
3. At-risk (incentive) compensation that aligns
management's financial interests with those of ASRV
shareholders, encourages management ownership of ASRV
Common Stock, supports the achievement of corporate
short and long-term financial objectives, and provides
competitive cash and equity reward opportunities.
4. Comparisons of competitive executive pay practices, as
determined using two different sets of
data - compensation survey data and peer performance
data:
- Compensation survey data refers to competitive
executive pay data from banking industry compensation
surveys. Competitive compensation practices are
determined using compensation levels at bank holding
companies, and subsidiaries of comparable size to
ASRV's subsidiaries, for positions comparable to those
held by the executive officers identified in the
Summary Compensation Table included herein (the "Named
Officers").
- Peer performance data comes from a group of bank
holding companies of comparable size to ASRV, primarily
headquartered in Pennsylvania. Some national
information is used for comparative compensation survey
data, but most of the data are generated from a peer
group of bank holding companies in the Northeast.
- The indices used in the Stock Performance Chart are
Nasdaq Stock Market (U.S. Companies) and Nasdaq Bank
Stocks. While the Committee believes that some of the
surveyed banks and some of the peer banks may be
included in these indices, it is not the Committee's
intention to establish executive pay practices based
upon the pay practices of organizations that compose
these indices. The Committee believes that some of the
companies included in these indices would not be
relevant for setting executive pay for ASRV executives,
in light of size or other fundamental business
differences.
Relationship of Performance Under Compensation Plans
ASRV utilizes two components of the executive compensation program to
establish, and maintain, the desired relationship between executive pay
and performance.
The first component, the formal performance appraisal system, relates
to potential annual salary adjustments. Quantitative and qualitative
performance factors are established for each executive position and, at
least on an annual basis, the performance of the incumbent executive is
evaluated against these standards. This appraisal is then integrated with
market-based adjustments to salary ranges to determine if a base salary
increase is merited.
The second component of ensuring the desired relationship between
executive pay and performance relates to the Committee's task of
redesigning the Executive At-Risk Compensation Plan. With the assistance
of an outside executive compensation consultant, the Committee completed
this task and will present the revised plan design to the Board of
Directors in early 2002 for approval. Under the new plan, targets are
established for three (3) equally weighted, key performance factors-- the
Company's return on average equity, total annual shareholder return, and
measures of customer satisfaction. Awards under the plan may be made, at
the recommendation of the Committee and at the discretion of the Board of
Directors, when target performance levels are attained, and may take the
form of cash, restricted stock, stock options, or a combination thereof.
There were no cash bonuses paid to "Named Officers" in 2001, nor were
any equity-based awards made under the Stock Incentive Plan approved by
shareholders in 2001.
2001 Chief Executive Officer Compensation
In November 2000, Chairman, President & Chief Executive Officer,
Orlando B. Hanselman, volunteered to freeze his annual base salary at
$236,000 through January 1, 2005. This salary level is in the bottom 25%
of Chief Executive Officer base salaries for the ASRV executive
compensation peer group, as determined by an independent executive
compensation consultant.
As was the case with other "Named Officers," Mr. Hanselman did not
receive a cash bonus award in 2001. However, as part of a supplemental
executive retirement plan ("SERP") approved for Mr. Hanselman by the Board
of Directors in January 2001, and described in the 2001 Proxy Statement,
he received a restricted stock award of 156,000 shares of ASRV Common
Stock as a funding vehicle for the SERP.
The shares funding the SERP will vest over a fifteen-year period. No
award shares will vest during the first five-year period. On the fifth
anniversary of the award, one-third of the award shares will vest;
thereafter, additional shares equal to one-fifteenth of the award shares
will vest on each anniversary of the award. Each vesting of shares will
be a taxable event to Mr. Hanselman, and will result in a tax deduction
for ASRV. Based on the calculations of an independent compensation
consultant, projected dividends will be sufficient to cover the tax
incurred by Mr. Hanselman on each vesting date except the vesting of one-
third of the award shares that occurs on the fifth anniversary of the
award. In order to avoid the need to sell shares of ASRV Common Stock
after the fifth anniversary of the award to satisfy this tax obligation,
the Company will pay Mr. Hanselman in 2006 a one-time cash award of
$102,000.
In the event of Mr. Hanselman's death or disability prior to the
fifth anniversary of the award, there will be no acceleration of the
vesting schedule. Thereafter, in the event of Mr. Hanselman's death or
disability, one-half of all unvested award shares will vest.
Mr. Hanselman will be entitled to vote only vested award shares.
Dividends on the award shares will accrue but not be paid until the fifth
anniversary of the award, at which time accrued and unpaid dividends on
vested award shares will be paid to Mr. Hanselman. Thereafter, Mr.
Hanselman will be entitled to receive current dividends on vested award
shares.
An independent compensation consultant has determined that the annual
cost of this SERP to the Company will be approximately $45,000 on a pre-
tax basis. This independent compensation consultant further calculated
that the Company would receive tax deductions totaling approximately $2.4
million over the fifteen-year life of the SERP.
Impact of Omnibus Budget Reconciliation Act of 1993
The Omnibus Budget Reconciliation Act of 1993 (OBRA) Section 162 (m)
prohibits a publicly owned company from taking a compensation tax
deduction for annual compensation in excess of $1,000,000 for any of the
"Named Officers." However, to the extent that it is performance-based and
certain guidelines are met, compensation in excess of $1,000,000 is exempt
from this limitation.
The Committee does not believe that the deduction limit imposed by
OBRA will affect compensation deductibility given the compensation
opportunities of the "Named Officers" under the ASRV existing executive
compensation programs. The Committee notes that none of the "Named
Officers" received annual compensation in excess of $1,000,000. The
Committee will continue to evaluate the potential impact of Section 162
(m) and take such actions as it deems appropriate.
Compensation Committee Interlocks And Insider Participation
Directors Adams, Cernic, DeVos, Dewar, O'Malley (Chair), Pasquerilla
(Vice Chair), Picking, and Slater serve as members of the Compensation
Committee. Each member of the Committee is excluded from participation in
any plan administered by the Committee while serving as a member, except
for participation in the Independent Directors' Annual Retainer Plan (the
Compensation Committee's administration of which is limited to
coordinating the payment of a predetermined retainer) and the 2001 Stock
Incentive Plan, which was previously approved by shareholders on April 24,
2001.
This "Board Compensation Committee Report on Executive Compensation"
is furnished by Directors O'Malley (Chair), Pasquerilla (Vice Chair),
Adams, Cernic, DeVos, Dewar, Picking and Slater.
Compensation Paid to Executive Officers
The following table sets forth information for the three years ended
December 31, 2001 concerning the annual and long-term compensation for
services in all capacities to ASRV and its subsidiaries of the Named
Officers.
Summary Compensation Table
Annual Compensation Long Term
___________________________ _______ ______________Compensation___________
Other Restricted Securities All Other
Name, Age and Annual Stock Awards Underlying Compensation
Principal Position Year Salary($) Bonus($)(1) Compensation($)(2)(3) ($) (4)(5) Options(#)(6) ($)(7)(8)
Orlando B. Hanselman, 42 2001 236,000 -- -- 663,000 -- 8,509
Chairman, President 2000 227,880 -- 213,750 -- 70,000 9,407
and CEO of ASRV and 1999 203,520 31,307 -- -- -- 26,247
AmeriServ Financial
Bank and Chairman of
all Subsidiaries
Jeryl L. Graham, 47 2001 148,800 -- -- -- -- 9,360
Executive Vice 2000 137,940 -- -- 9,625 38,600 8,372
President and Chief 1999 102,360 22,672 -- -- -- 22,239
Operating Officer of
ASRV and AmeriServ
Financial Bank
Ronald W. Virag, 56 2001 138,672 -- -- -- -- 7,491
President and CEO 2000 132,145 -- -- 7,700 19,100 8,826
of AmeriServ Trust 1999 109,840 15,291 -- -- -- 19,851
and Financial
Services Company
Ray M. Fisher, 50 2001 109,980 -- -- -- -- 469
President and CEO 2000 109,980 -- -- 9,625 16,300 306
of AmeriServ 1999 109,980 3,299 -- -- 6,600 449
Associates, Inc.,
a Subsidiary of ASRV
Jeffrey A. Stopko, 39 2001 104,640 -- -- -- -- 1,035
Senior Vice President 2000 100,125 -- -- 7,700 10,900 1,067
And CFO of ASRV 1999 86,600 10,904 -- -- -- 9,199
__________________
(1) There was no Executive Annual Incentive Plan in 2001
and, therefore, no bonuses were paid to Named Officers.
The Plan has been redesigned for 2002 and continues to
ensure that performance-based compensation is properly
aligned with shareholder interests and correlates with
the strategic direction of the Company.
(2) Unless otherwise indicated, no other executive officer
named in the Summary Compensation Table received
personal benefits or perquisites in excess of the lesser
of $50,000 or 10% of the officer's total compensation
(salary and bonus).
(3) In November 2000, Mr. Hanselman and the Board of
Directors agreed to freeze his annual base salary at
$236,000 for a four year period through January 1, 2005.
In exchange for this salary freeze, the Board awarded
Mr. Hanselman a one-time, non-recurring grant of
30,000 shares of ASRV Common Stock (at the fair
market value on the grant date of $4.125) and a one-
time, non-recurring cash award of $90,000 to pay a
portion of the taxes related to the grant. Based on a
study conducted in 2000 by an independent compensation
consultant, at that time, Mr. Hanselman's annual salary
of $236,000 fell below the 25th percentile ($242,000) and
was $78,600 below the 50th percentile ($314,600) annual
salary level for comparable executives.
(4) At the end of 2001, Graham, Virag, Fisher and Stopko
held 667, 533, 667 and 533 restricted shares worth
$3,202, $2,558, $3,202 and $2,558, respectively. The
restrictions on such shares lapse in three equal annual
increments on the anniversaries of the award. Dividends
are accrued and distributed when restrictions lapse on
the corresponding shares.
(5) As part of a supplemental executive retirement plan
("SERP") approved for Mr. Hanselman by the Board of
Directors on January 26, 2001, and described in the 2001
Proxy Statement, he received a restricted stock award of
156,000 shares of ASRV Common Stock as a funding vehicle
for the SERP. On the date of grant, these shares of
ASRV Common Stock had a value of $663,000. The shares
funding the SERP will vest over a fifteen-year period.
No award shares will vest during the first five-year
period. On the fifth anniversary of the award,
one-third of the award shares will vest; thereafter,
additional shares equal to one-fifteenth of the award
shares will vest on each anniversary of the award.
Mr. Hanselman will be entitled to vote only vested award
shares. Dividends on the award shares will accrue but
not be paid until the fifth anniversary of the award, at
which time accrued and unpaid dividends on vested award
shares will be paid to Mr. Hanselman. Thereafter,
Mr. Hanselman will be entitled to receive current
dividends on vested award shares.
(6) Options were granted during 2000 and 1999 under the 1991
Stock Option Plan to the Named Officers. There were no
options granted to the Named Officers in 2001 under the
2001 Stock Incentive Plan approved by the shareholders
at the 2001 Annual Meeting. The 2001 Stock Incentive
Plan replaced the 1991 Stock Option Plan which
terminated by its terms in 2001.
(7) Includes amounts awarded under the Deferred Profit
Sharing Plan of ASRV and the Bank. All full-
time employees of ASRV and the Bank are entitled to
participate in the Deferred Profit Sharing Plan. The
maximum contribution during any plan year is limited to
15% of an individual's total compensation. Effective
January 1, 2000, the profit sharing formula was
modernized to better align it with the Company's
strategic direction and shareholder interests.
The contributions for 2001 and 2000 amounted to
approximately 1% of an individual's compensation
compared to a contribution of 10.4% for 1999. Over a
longer-term horizon, the Company projects that the
annual contribution should range between 4% and 6% of
total compensation.
(8) Includes (a) the premiums paid by ASRV and its
subsidiaries for life insurance policies with coverage
limits above $50,000 to Hanselman, Graham, Virag,
Fisher and Stopko, (b) country club dues for Hanselman,
Graham and Virag, (c) allowance for personal car use for
Hanselman, Graham and Virag, and (d) financial advisory
services for Hanselman.
Option Exercises and Year-End Value Table
The following table sets forth information concerning the exercise of
options to purchase ASRV Common Stock by the Named Officers during the
year ended December 31, 2001, as well as the number of securities
underlying unexercised options and potential value of unexercised options
(both options that were presently exercisable and options that were not
exercisable) as of December 31, 2001.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUE
Number of Securities
Underlying Unexercised Value of In-the-Money
Options at Options at
December 31, 2001 December 31, 2001(3)
Shares
Acquired on Value
Name Exercise(#)(1) Realized($)(2) Exercisable(#) Unexercisable(#) Exercisable($) Unexercisable($)
Orlando B. Hanselman 0 0 64,485 46,667 271 0
Jeryl L. Graham 5,690 7,528 36,941 25,733 857 1,667
Ronald W. Virag 0 0 6,367 12,733 0 0
Ray M. Fisher 0 0 29,033 13,067 0 0
Jeffrey A. Stopko 0 0 12,956 7,267 0 0
_______________________
(1) Figures shown include only shares acquired via stock
option exercises in 2001. Since the inception of the
1991 Stock Option Plan, Mr. Hanselman has paid
$115,310 to exercise 11,604 stock options. Prior to
2001, Ms. Graham paid $13,489 to exercise 1,312 stock
options. In 2001, Ms. Graham surrendered 2,511 shares
to exercise 3,164 options and, in a cashless exercise
transaction, Ms. Graham exercised 2,526 options by
selling 1,982 shares. Mr. Virag has paid $57,793 to
exercise 2,930 options and surrendered 10,225 shares to
exercise 13,400 options. Mr. Fisher has paid $21,438 to
exercise 1,000 options. Mr. Stopko has paid $17,326 to
exercise 1,236 stock options and surrendered 100 shares
to exercise 373 options.
(2) Represents the aggregate market value of the underlying
shares of ASRV Common Stock at the date of exercise
minus the aggregate exercise prices for options
exercised.
(3) "In-the-money options" are stock options with respect to
which the market value of the underlying shares of
ASRV Common Stock exceeded the exercise price at
December 31, 2001. The value of such options is
determined by subtracting the aggregate exercise price
for such options from the aggregate fair market value of
the underlying shares of ASRV Common Stock on
December 31, 2001. Fair market value was determined by
reference to the average of the high and low sale prices
of ASRV Common Stock as quoted on the Nasdaq Stock
Market.
Retirement Plans
Pension Plan
The Bank maintains a qualified defined benefit retirement plan for
its employees (the "Bank Plan"). Remuneration as of January 1, 2001, for
pension benefit purposes is total cash remuneration paid to an employee
for a calendar year, including base salary, wages, commissions, overtime,
bonuses and any other form of extra cash compensation and any pre-tax
contributions under a "qualified cash or deferred arrangement" (as defined
in Section 401(k) of the Internal Revenue Code of 1986, as amended (the
"Code") and applicable regulations) or under a "cafeteria plan" (as
defined in Section 125 of the Code and applicable regulations). An
employee's benefit under the Bank Plan is determined on the basis of Final
Average Pay which means the average annual compensation (as defined by the
Bank Plan) received by an employee in the five consecutive years out of
the ten ending before the employee's termination of employment for which
the average is highest.
The Bank anticipates making a $688,000 contribution to the Bank Plan
in 2002 for the 2001 plan year.
Estimated annual benefits payable upon retirement at age 65 after 15
years of service with respect to the specified remuneration are as
follows:
PENSION TABLE
AMERISERV FINANCIAL BANK
Five Calendar Year
Average Salary Annual Benefit at
Preceding Retirement Normal Retirement Date
$ 15,000 $ 5,550
25,000 9,250
40,000 14,800
60,000 22,200
90,000 33,300
100,000 37,000
120,000 44,400
140,000 51,800
150,000 55,500
160,000 59,200
170,000(1) 62,900
_______________________
(1) Effective for retirements on or after January 1, 1994,
annual compensation for Plan purposes may not exceed
$150,000 plus any increases indexed to cost of living
adjustments. Employees with compensation exceeding
$150,000 in years before 1994 may have larger "preserved
benefits."
The above benefits are paid for the life of the employee with a right
of survivorship with respect to ten years of post-retirement benefits.
Other optional forms of benefit are available in actuarially equivalent
amounts. Current remuneration covered by the Bank Plan in 2001 for
Fisher, Graham, Hanselman, Stopko, and Virag was $109,980, $148,800,
$236,000, $104,640 and $138,672, respectively, subject to the $150,000
limitation (as indexed). As of December 31, 2001, Mr. Fisher was credited
with 8 years of service, Ms. Graham with 16 years of service,
Mr. Hanselman with 15 years of service, Mr. Stopko with 15 years of
service, and Mr. Virag with 7 years of service.
Effective January 1, 1986, the ASRV Board of Directors adopted the
Bank Plan for the benefit of employees of ASRV on the same terms and
conditions as for employees of the Bank. Contributions made by ASRV are
limited to those employees whose earnings are paid by ASRV.
Supplemental Pension Plans
In 2001, the Board of Directors of ASRV approved the creation of a
supplemental executive retirement plan ("SERP") for Mr. Hanselman. SERPs
traditionally are funded out of cash flow or other retained funds
beginning after the date of the executive's retirement, or through a
split-dollar life insurance plan. Because a primary goal in developing a
SERP for Mr. Hanselman was to increase Mr. Hanselman's equity stake in the
Company, thus further aligning him with shareholder interests, the
Compensation Committee and the Board of Directors elected to fund
Mr. Hanselman's SERP through a grant of restricted stock. Instead of
using a SERP to assure an appropriate level of retirement income for
Mr. Hanselman, the Compensation Committee and the Board of Directors, by
funding Mr. Hanselman's SERP with restricted stock, directly tie
Mr. Hanselman's retirement income to the future stock price of ASRV,
thereby creating an incentive to increase the stock price. Mr. Hanselman
is committed to the future of the Company and, because of his belief in
the future of ASRV, he is willing to put his retirement income at risk in
this manner.
Mr. Hanselman's SERP was funded through a restricted stock award in
an amount of 156,000 shares of ASRV Common Stock that will vest over a
fifteen year period. No award shares will vest during the first five-year
period. On the fifth anniversary of the award, one-third of the award
shares will vest; thereafter additional shares equal to one-fifteenth of
the award shares will vest on each anniversary of the award. Each vesting
of shares will be a taxable event to Mr. Hanselman, and will result in a
tax deduction for ASRV. In addition, dividends will accrue and be paid to
Mr. Hanselman at vesting, which will be a taxable event for Mr. Hanselman,
and also will result in a tax deduction for ASRV. Based on the
calculations of an independent compensation consultant, projected
dividends will be sufficient to cover the tax incurred by Mr. Hanselman on
each vesting date except the vesting of one-third of the award shares that
occurs on the fifth anniversary of the award. In order to avoid the need
to sell shares of ASRV Common Stock after the fifth anniversary of the
award to satisfy this tax obligation, the Company will pay Mr. Hanselman a
one-time cash bonus in the approximate amount of $102,000 which is
projected to be sufficient to pay the tax due in respect of the vested
award shares.
In the event of Mr. Hanselman's death or disability prior to the
fifth anniversary of the award, there will be no acceleration of the
vesting schedule. Thereafter, in the event of Mr. Hanselman's death or
disability, one-half of all unvested award shares will vest.
Mr. Hanselman will be entitled to only vote vested award shares.
Dividends on the award shares will accrue but not be paid until the fifth
anniversary of the award, at which time accrued and unpaid dividends on
vested award shares will be paid to Mr. Hanselman. Thereafter,
Mr. Hanselman will be entitled to receive current dividends on vested
award shares.
An independent compensation consultant has determined that the annual
cost of this SERP to the Company will be approximately $45,000 on a pre-
tax basis. This independent compensation consultant further calculated
that the Company will receive tax deductions totaling approximately $2.4
million over the fifteen-year life of the SERP.
The Board of Directors of the Bank on February 20, 1981, adopted a
Supplemental Pension Plan under which the Executive Committee of the Board
of Directors may from time to time designate executive officers of the
Bank as participants and specify the amount of supplemental pension
payment the participant shall receive. A participating officer agrees to
perform, after retirement, such advisory services as the Executive
Committee may reasonably request and enters into a noncompetition
agreement with the Bank. Upon his retirement from the Bank, a participant
will be entitled to receive supplemental monthly pension payments in a
specified amount for a period of fifteen years. If he should die before
retirement while in the service of the Bank or if he should die after
payment of benefits has commenced, the participant's spouse, if any, will
be entitled to receive one-half of the specified amount for the remainder
of the fifteen year period. No payments are currently being made under
this plan.
Change in Control Agreements
In 1994, ASRV entered into Change in Control Agreements (the
"Agreements") with Messrs. Orlando B. Hanselman and Ronald W. Virag,
pursuant to which ASRV agreed to provide the executives with severance
benefits upon the occurrence of certain enumerated events ("Triggering
Events") following a change in control of ASRV ("Change in Control") (as
defined in the Agreements). The initial term of the Agreements was three
years, subject to an automatic one year extension on each anniversary date
thereof, unless either party gives notice to the other of an intention not
to renew. Under the Agreements, upon the occurrence of a Triggering Event
following a Change in Control, Messrs. Hanselman and Virag would be
entitled to receive approximately 1.5 times their combined salary and
bonus which will be determined, after the expiration of the initial term,
by reference to the average of the executive's combined salary and bonus
in the preceding five years. The executives, in their discretion, may
receive these payments in a lump sum or on a monthly installment basis.
The Agreements also entitle the executives to continued participation in
the employee benefits plans of ASRV for a period of eighteen months with
respect to Mr. Hanselman and one year with respect to Mr. Virag. In
addition, the Agreements provide that options held by the executives to
acquire ASRV Common Stock, to the extent not currently exercisable, will
become immediately exercisable upon the occurrence of a Triggering Event
following a Change in Control and may be exercised by the executives at
any time prior to the earlier of the expiration date of the options or 90
days after the executive's termination. The Agreements also require ASRV
to make additional payments to the executives in the event that the
severance payments described above result in the imposition of an excise
tax pursuant to Section 4999 of the Code on the payment of such amounts.
Performance Graph
Set forth is a graph comparing the yearly percentage change in the
cumulative total shareholder return on ASRV Common Stock against the
Nasdaq Stock Market (U.S. Companies) and the Nasdaq Bank Stocks for the
five years beginning January 1, 1997 and ended December 31, 2001.
[Insert Table]
Legend
Symbol Index Description 12/96 12/97 12/98 12/99 12/00 12/01
AmeriServ Financial, 100.0 179.8 150.9 93.9 36.8 44.7
Inc.
Nasdaq Stock 100.0 122.5 172.7 320.9 193.0 153.2
Market (US Companies)
Nasdaq Bank Stocks 100.0 167.4 166.3 159.9 182.4 197.4
Notes:
A. The lines represent monthly index levels derived from
compounded daily returns that include all dividends.
B. The indexes are reweighted daily, using the market
capitalization on the previous trading day.
C. If the monthly interval, based on the fiscal year-end,
is not a trading day, the preceding trading day is
used.
D. The index level for all series was set to 100.0 on
12/31/1996.
E. On April 1, 2000, as part of a spin-off of its Three
Rivers Bank subsidiary, the Company distributed to its
shareholders as a dividend stock in Three Rivers
Bancorp, Inc. having a market value on the date of
distribution of $71 million.
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors of ASRV is composed of
nine independent Directors. The members of the Audit Committee are
Directors Dewar (Chair), O'Malley (Vice Chair), Adams, DeVos, Duke,
Oravec, Picking, Sargent and Wise. The Audit Committee operates under a
written charter adopted by the Board of Directors.
The Audit Committee has reviewed the audited financial statements of
ASRV for the fiscal year ended December 31, 2001 and discussed them with
management and ASRV's independent accountants, Arthur Andersen LLP. The
Audit Committee also has discussed with the independent accountants the
matters required to be discussed by the U.S. Statement of Auditing
Standards No. 61.
The Audit Committee has received from the independent accountants the
written disclosures and letter required by the U.S. Independence Standards
Board Standard No. 1, and the Audit Committee has discussed the
accountants' independence from ASRV and management with the accountants.
Furthermore, the Audit Committee has considered whether the fees paid by
the Company to Arthur Andersen and described below are compatible with
maintaining Arthur Andersen's independence from ASRV. Based on the review
and discussions described above, the Audit Committee recommended to the
Board of Directors that ASRV's audited financial statements for the fiscal
year ended December 31, 2001 be included in ASRV's Annual Report for that
fiscal year.
Audit Fees
The aggregate fees paid to Arthur Andersen for professional services
performed for the audit of ASRV's annual financial statements for the year
ended December 31, 2001 and the reviews of the financial statements
included in ASRV's quarterly reports on Form 10-Q during 2001 were
$161,700.
Financial Information Systems Design and Implementation Fees
There were no fees paid to Arthur Andersen for these services during
2001.
All Other Fees
The aggregate fees paid to Arthur Andersen for all other professional
services performed on behalf of ASRV were $116,200, including audit-
related fees of $57,450 and other fees of $58,750. Audit-related fees
include audits of the ERECT and BUILD Funds, which are specialty union
funds managed by the Trust Company, and consents. Other fees were for tax
services.
INDEPENDENT PUBLIC ACCOUNTANTS
Arthur Andersen LLP has audited ASRV's financial statements for the
fiscal year ended December 31, 2001 and the report on such financial
statements appears in the Annual Report to Shareholders. Arthur Andersen
LLP has been selected by the ASRV Board of Directors to perform an
examination of the consolidated financial statements of ASRV for the year
ending December 31, 2002. Periodically, the Company reviews its third
party service providers. During 2002, the Company plans to circulate a
Request for Proposal for external audit services as part of this regular
service review evaluation.
Representatives of Arthur Andersen LLP are expected to be present at
the Annual Meeting with the opportunity to make a statement if they desire
to do so and are expected to be available to respond to appropriate
questions.
FINANCIAL INFORMATION
Requests for printed financial material for ASRV or any of its
subsidiaries - annual reports, Forms 10-K, 10-Q and Call Reports - should
be directed to Jeffrey A. Stopko, Senior Vice President and Chief
Financial Officer, AmeriServ Financial, Inc., P.O. Box 430, Johnstown, PA
15907-0430, telephone (814) 533-5310.
TRANSACTIONS WITH MANAGEMENT
Certain directors, nominees and executive officers and/or their
associates were customers of and had transactions with ASRV or its
subsidiaries during 2001. Transactions that involved loans or commitments
by the Bank were made in the ordinary course of business and on
substantially the same terms, including interest rates and collateral, as
those prevailing at the time for comparable transactions with unrelated
persons and did not involve more than the normal risk of collectability or
present other unfavorable features. These loans represented in the
aggregate less than 5.0% of shareholders' equity as of December 31, 2001.
OTHER MATTERS
The Board of Directors knows of no other matters to be presented at
the Annual Meeting. If, however, any other business should properly come
before the Annual Meeting, or any adjournment thereof, it is intended that
the proxies will be voted with respect thereto in accordance with the best
judgment of the persons named in the proxies.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any shareholder desiring to present a proposal to be considered at
the 2003 Annual Meeting of Shareholders should submit the proposal in
writing to: Chairman, AmeriServ Financial, Inc., Executive Offices,
P.O. Box 430, Johnstown, PA 15907-0430 no later than November 22, 2002.
By Order of the Board of Directors
/s/ Betty L. Jakell
Betty L. Jakell
Corporate Secretary
March 15, 2002
PROXY
AMERISERV FINANCIAL, INC.
ANNUAL MEETING OF SHAREHOLDERS
The undersigned shareholder(s) of AMERISESRV FINANCIAL, INC., Johnstown,
Pennsylvania do(es) hereby appoint Harry Morrow and James V. Saly, or
either of them my (our) attorney(s) with full power of substitution, for
me (us) and in my (our) name(s), to vote all the common stock of said
Corporation standing in my (our) name(s) on its books on March 5, 2002, at
the Annual Meeting of its Shareholders to be held at the Westwood Plaza
Theatre, Westwood Plaza Shopping Center, Johnstown, PA 15905-1108, on
Tuesday, April 23, 2002, at 1:30 p.m., or any adjournment(s) thereof, as
follows on the reverse side
Continued and to be signed on reverse side
Vote By Telephone
It's fast, convenient and immediate!
Call Toll Free on a Touch Tone Phone
1-877-PRX-VOTE (1-877-779-8863).
Follow these four easy steps:
1. Read the accompanying proxy Statement and proxy Card.
2. Call the toll-free number
1-877-PRX VOTE (1-877-779-8683).
3. Enter your Voter control Number located on your Proxy Card above your
name.
4. Follow the recorded instructions.
Your vote is important!
Call 1-877-PRX-VOTE any time!
Vote By Internet
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card
2. Go to the Website
http:www.eproxyvote.com/asrv
3. Enter your Voter Control Number located on your Proxy Card above your
name.
4. Follow the instructions provided.
Your vote in important!
Go to http://www.eproxyvote.com/asrv anytime!
Do not return your Proxy Card if you are voting by Telephone or Internet
[X] Please mark votes as in this example.
IN ABSENCE OF A CONTRARY DIRECTION, THE SHARES REPRESENTED SHALL BE VOTED
IN FAVOR OF ITEM 1 AND IN THE BEST JUDGMENT OF THE PERSONS NAMED IN THIS
PROXY WITH RESPECT TO ITEM 2.
1. Election of Class I Directors for Terms Expiring 2005.
Nominees: (01) James M. Edwards, Sr.,
(02) Rev. Christian R. Oravec,
(03) Howard M. Picking, III,
(04) Sara A. Sargent, and
(05) Robert L. Wise.
[ ] FOR [ ] WITHHELD
[ ] MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW
[ ] MARK HERE IF YOU PLAN TO ATTEND THE MEETING
[ ] ----------------------------------------------------
For all nominees except as written on the line above
2. In their discretion, vote upon such other matters as may
properly come before the meeting or any adjournment(s)
thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND MAY BE
REVOKED PRIOR TO EXERCISE.
This will ratify and confirm all that said attorney(s) may do or cause to
be done by virtue hereof. Said attorney(s) is (are) authorized to
exercise all the power that I (we) would possess if present personally at
said meeting or any adjournment thereof. I (we) hereby revoke all proxies
by me (us) heretofore given for any meeting of Shareholders of said
Corporation.
Receipt is acknowledged of the Notice and Proxy Statement for said
meeting, each dated March 15, 2002.
Please sign and return promptly in enclosed addressed envelope.
Please date and sign exactly as your name(s) appear(s) hereon. When
signing as attorney, executor, administrator, trustee or guardian, etc.,
you should indicate your full title. If stock is in joint name(s), each
joint owner should sign.
Signature: ------------------------------------
Date: -----------------------------------------