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
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.
AMERISERVE FINANCIAL 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 Collectively Bargained 401 (k) Plan
Johnstown, Pennsylvania
We have audited the accompanying statements of net assets available for
benefits of Ameriserv Financial 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.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for
our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of
Ameriserv Financial 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 in the period 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. The
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 23, 2002
AMERISERV FINANCIAL 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.) $ 47,462 $ 30,145
Investments in securities of
unaffiliated issuers and others
Shares of registered investment
companies 1,760,576 1,670,482
Three Rivers Bancorp, Inc common
stock (Note 4) 33,813 21,904
Notes Receivable 23,006 20,368
Money Market 86,720 56,225
$ 1,951,577 $ 1,799,124
Receivables:
Accrued investment income $ 8,118 $ 8,591
Participant contribution 8,380 8,161
Employer contribution 4,427 4,020
$ 20,925 $ 20,772
Cash $ 3 $ 3
Total assets $ 1,972,505 $ 1,819,899
Liabilities
None $ $__________
Net assets available for
benefits $ 1,972,505 $1,819,899
See Notes to Financial Statements.
AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFIT
Years Ended December 31, 2001, 2000, 1999
Participant Directed
2001 2000 1999
Additions to net assets
attributed to:
Investment income:
Net appreciated
(depreciation) in fair
value of investments
(Notes 3 and 4) $ (133,828) $ (168,094) $ 61,659
Interest 5,441 4,877 3,763
Dividends (Note 4) 55,376 94,957 114,599
$ (73,011) $ (68,260) $ 180,021
Contributions:
Participant (Note 7) $ 195,476 $ 198,089 $ 115,572
Employer 105,443 95,610 ___________
$ 300,919 $ 293,699 $ 115,572
Total additions $ 227,908 $ 225,439 $ 295,593
Deductions from net assets
attributed to:
Benefits paid to participants 75,302 44,695 90,416
Net increase $ 152,606 $ 180,744 $ 205,177
Net assets available for
benefits:
Beginning of year 1,819,899 1,639,155 1,433,978
End of year $ 1,972,505 $ 1,819,899 $ 1,639,155
=========== =========== ===========
See Notes to Financial Statements.
AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2001
Note 1: Plan Description
The following description of Ameriserv Financial 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 US National
Bank Collectively Bargained Employees 401(k) Plan.
General:
The Plan is a defined contribution plan covering
substantially all employees of Ameriserv Financial, Inc.
(formerly USBANCORP, Inc.) which is a financial holding
company, Ameriserv Financial Bank (the Bank) (formerly
U. S. Bank) which is a wholly-owned subsidiary and
Ameriserv Financial Services (formerly USNB Financial
Services), all related companies, who are members of the
United Steelworkers of America, AFL-CIO-CLC, Local Union
2635-06 (Union). Employees become eligible to participate
in the Plan the earlier of January 1st or July 1st
following the completion of six months 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 employee salary
deferrals are exempt from federal income tax until
withdrawn from the Plan.
Effective January 1, 2000 the employer contributes two (2)
percent of the employees gross compensation on behalf of
all eligible employees.
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 such contribution until the end of the plan
year.
Vesting:
Participants are immediately vested in their voluntary
contributions including rollover and transfer contributions
from other qualified plans plus actual earnings thereon.
Vesting in the employer's contribution portion of their
accounts plus actual earnings thereon is based on years of
continuous service. A participant is 100% vested after 5
years of credited service.
Investment Options:
Upon enrollment in the Plan, a participant must direct
their salary deferral and employer contributions in 5
percent increments in one or more of twenty-two mutual
funds, a money market fund and the Ameriserv Financial,
Inc. common stock (see Note 4 for related party details).
The diversified mutual fund investment options include a
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 participant 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 10.50 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.
Forfeitures:
Amounts of participants' forfeited non-vested accounts
shall be allocated to participants in the same manner as an
employer discretionary contribution. There is $208.78 of
forfeitures as of December 31, 2001 not allocated to
participants.
Administrative Expenses:
Certain administrative functions are performed by officers
and 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 prices of the
funds 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,
4,282 shares $ 117,405 $
Fidelity Magellan, 7,189 and
7,128 shares, respectively 749,254 850,359
Fidelity Puritan, 11,242 and
10,427 shares, respectively 198,645 196,331
SEI Short Duration Government fund,
11,146 shares 112,466
Vanguard Institutional Index, 1,744
and 1,487 shares, respectively 182,944 179,571
Vanguard Short-Term Federal,
12,842 shares 134,587
During 2001, 2000 and 1999, the Plan's investments
(including investments bought, sold and held during each
year) appreciated (depreciated) in value by $(133,828),
$(168,094) and $61,659 respectively, as follows:
2001 2000 1999
Mutual funds $(149,349) $(149,841) $105,099
Three Rivers Bancorp,
Inc common stock 11,310 (5,716)
Ameriserv Financial, Inc
common stock 4,211 (12,537) (43,440)
$(133,828) $(168,094) $ 61,659
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, 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 $ 47,462 $ 30,145
Number of shares held at year end 9,888 7,093
Original cost at year end $ 82,083 $ 69,982
Purchase price of shares in
current year $ 14,430 $ 15,646
Number of shares purchased in
current year 3,053 2,790
Sale price of shares in
current year $ 1,324 $ 13,972
Number of shares sold in
current year 258 1,496
Realized gain (loss) on sales
in current year $ 228 $(1,875)
Unrealized appreciation
(depreciation) during year $ 3,983 $10,662)
Dividend income $ 3,096 $ 2,399
Accrued dividends at year end $ 868 $ 619
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 following:
USBANCORP, Inc common stock basis allocated
to Three Rivers Bancorp, Inc. common stock $ 27,129
Number of Three Rivers Bancorp, Inc. common
stock shares received 2,592
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 non-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 rollovers occurred as a result of employees transferring
amounts from other qualified plans. The rollovers are included on the
applicable years statement of changes in net assets available for benefits
in the participant contributions.
2001 $ - 0 -
2000 9,371
1999 9,385
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 $1,972,505 $1,819,899 $1,639,155
Benefits payable to
participants 18,574 702 - 0 -
Net assets available for
benefits as presented on
Form 5500 $1,953,931 $1,819,197 $1,639,155
========== ========== ==========
Net increase in net assets
available for benefits as
presented in these
financial statements $ 152,606 $ 180,744 $ 205,177
(Increase) decrease in
benefits payable from
previous year (17,872) (702) - 0 -
Net increase in net assets
available for benefits
as presented on Form 5500 $ 134,734 $ 180,042 $ 205,177
========== ========== =========
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 $18,574, $702 and $-
0 - 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% and to allow an employer
discretionary contribution as determined by the collective bargaining
agreement between the Bank and the Union.
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 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 COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT
December 31, 2001
Investment Type/ Original
Shares Held Description Cost Fair Value
Common stock:
9,888 shares Ameriserv Financial, Inc. common stock* $ 82,083 $ 47,462
2,705 shares Three Rivers Bancorp, Inc. 30,226 33,813
Total Common Stocks $ 112,309 $ 81,275
Mutual Funds:
1,075 shares Clipper $ 87,970 $ 89,795
4,282 shares Fidelity Low-Priced Stock 98,882 117,405
7,189 shares Fidelity Magellan 694,722 749,254
11,242 shares Fidelity Puritan 201,123 198,645
149 shares Franklin Biotechnology Discovery 9,943 8,678
3,623 shares Franklin Mutual Beacon 50,948 47,287
238 shares Goldman Sachs Global Income 3,471 3,415
27 shares Goldman Sachs Research Select List 195 191
49 shares Invesco Financial Services 1,437 1,324
109 shares Legg Mason Value Trust 5,989 5,434
329 shares Northern Technology 5,865 4,105
1,704 shares Pimco Total Return 18,071 17,824
2,092 shares T. Rowe Price Equity Income 52,839 49,476
3,756 shares Templeton Foreign 37,110 34,746
2,021 shares Tweedy, Browne Global Value 40,282 37,452
4,300 shares Vanguard GNMA 44,682 44,631
14 shares Vanguard Health Care 1,628 1,602
1,744 shares Vanguard Institutional Index 205,277 182,944
12,842 shares Vanguard Short-Term Federal 133,260 134,587
16 shares Vanguard Total Bond Market Index 169 167
369 shares Vanguard US Growth 29,934 17,976
355 shares White Oak Growth Stock 21,754 13,638
Total Mutual Funds $ 1,745,551 $ 1,760,576
Money Market Fund:
86,720 shares Goldman Sachs Financial Square Prime
Obligations $ 86,720 $ 86,720
Notes Receivable: Participant loans, interest rates of
10.50 to 13.99%, maturity of 1 to 5
years, payable in semi-monthly
payments withheld from participants
payroll $ 23,006 $ 23,006
Total Assets Held for Investment $ 1,967,586 $ 1,951,577
============ ===========
* Represents a party in interest.
See Notes to Financial Statements.
AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT
December 31, 2000
Investment Type/ Original
Shares Held Description Cost Fair Value
Common stock:
7,093 shares USBANCORP, Inc.* $ 69,982 $ 30,145
2,655 shares Three Rivers Bancorp, Inc. 29,738 21,904
Total Common Stocks $ 99,720 $ 52,049
Mutual Funds:
11,146 shares SEI Short Duration Government $ 110,913 $ 112,466
1,917 shares Federated Income Trust 19,249 19,571
727 shares Columbia Fixed Income Securities 9,319 9,429
8 shares Goldman Sachs Global Income 116 114
3,410 shares Fidelity Low-Priced Stock 76,417 78,849
1,487 shares Vanguard Institutional Index 180,141 179,571
2,142 shares Vanguard Windsor II 58,487 58,273
1,917 shares Franklin Mutual Beacon 26,972 25,644
10,427 shares Fidelity Puritan 186,243 196,331
1,553 shares T. Rowe Price Equity Income 39,923 38,320
7,128 shares Fidelity Magellan 678,608 850,359
252 shares White Oak Growth Stock 19,974 15,915
71 shares Franklin Biotechnology Discovery 5,723 5,193
79 shares Northern Technology 2,809 1,501
653 shares Vanguard US Growth 27,493 18,047
3,176 shares Templeton Foreign 31,589 32,842
1,404 shares Tweedy, Browne Global Value 28,321 28,057
Total Mutual Funds $ 1,502,297 $ 1,670,482
Money Market Fund:
56,225 shares Provident Fed Funds $ 56,225 $ 56,225
Notes Receivable: Participant loans,
interest rates of 10.50
to 13.99%, maturity
of 1 to 5 years, payable
in semi-monthly payments
withheld from participants
payroll $ 20,368 $ 20,368
Total Assets Held for
Investment $ 1,678,610 $ 1,799,124
=========== ===========
* 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 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 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