This
Amendment No. 1 (“Amendment No. 1”) is being filed jointly by Crestview Capital
Master, LLC and Crestview Capital Partners, LLC (each, a “Reporting Person” and,
collectively, the “Reporting Persons”) and amends and restates the Schedule 13G
filed by Crestview Capital Master, LLC on October 25, 2005.
Item
1(a):
|
Name
of Issuer.
|
AmeriServ
Financial, Inc.
Item
1(b):
|
Address
of Issuer’s Principal Executive
Offices.
|
Main
& Franklin Streets, P.O. Box 430
Johnstown,
Pennsylvania 15907-0430
Item
2(a):
|
Name
of Person Filing.
|
Crestview
Capital Master, LLC (“Crestview”)
Crestview
Capital Partners, LLC (“Crestview Partners”)
Item
2(b):
|
Address
of Principal Business Office or, if none,
Residence.
|
c/o
Crestview Capital Funds
95
Revere Drive, Suite A
Northbrook,
Illinois 60062
Crestview
is a Delaware limited liability company.
Crestview
Partners is an Illinois limited liability company.
Item
2(d):
|
Title
of Class of Securities.
|
Common
Stock, $2.50 par value per share (“Common Stock”)
03074A102
Item
3:
|
If
this statement is filed pursuant to Rule 13d-1(b) or
13d-2(b) or (c),
check whether the person filing is
a:
|
Not
Applicable
CUSIP No. 03074A102
|
Schedule
13G
|
Page 5
of 8
Pages
|
|
(a)
|
Amount
Beneficially Owned:
|
Crestview
is the record holder of 906,080 shares of Common Stock.
Crestview
Partners is the sole manager of Crestview, and as such has the
power to direct
the vote and to direct the disposition of investments owned by
Crestview,
including the Common Stock, and thus may also be deemed to beneficially
own the
Common Stock owned by Crestview. Currently, Stewart Flink, Robert
Hoyt and
Daniel Warsh, each of whom are United States citizens, are the
managers of
Crestview Partners, and as such may be deemed to share the power
to vote and to
dispose of investments beneficially owned by Crestview Partners,
including the
Common Stock. As a result, each of Messrs. Flink, Hoyt and Warsh
may also be
deemed to beneficially own the above-described shares of Common
Stock held by
Crestview and Crestview Partners; however each disclaims beneficial
ownership of
such shares of Common Stock.
See
Item 11 of each cover page.
|
(c)
|
Number
of shares as to which the person
has:
|
|
(i)
|
Sole
power to vote or to direct the
vote:
|
See
Item 5 of each cover page.
|
(ii)
|
Shared
power to vote or to direct the
vote:
|
See
Item 6 of each cover page.
|
(iii)
|
Sole
power to dispose or to direct the disposition
of:
|
See
Item 7 of each cover page.
|
(iv)
|
Shared
power to dispose or to direct the disposition
of:
|
See
Item 8 of each cover page.
CUSIP No. 03074A102
|
Schedule
13G
|
Page 6
of 8
Pages
|
Item
5:
|
Ownership
of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the
date hereof the
reporting person has ceased to be the beneficial owner of more
than 5 percent of
the class of securities, check the following X.
Item
6:
|
Ownership
of More than Five Percent on Behalf of Another
Person.
|
Not
applicable
Item
7:
|
Identification
and Classification of the Subsidiary Which Acquired the
Security Being
Reported on by the Parent Holding Company or Control
Person.
|
Not
Applicable
Item
8:
|
Identification
and Classification of Members of the
Group.
|
This
Schedule is filed as a joint statement pursuant to Rule 13d-1(k)
promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act")
by each of the
Reporting Persons. While the Reporting Persons may be deemed to
be a "group" for
purposes of Section 13(d)(3) of the Exchange Act, each of the Reporting
Persons
hereby disclaims the existence and membership in a "group" and
disclaims
beneficial ownership of shares of Common Stock beneficially owned
by all other
Reporting Persons. Each of Messrs. Flink, Hoyt, and Warsh may be
deemed to have
beneficial ownership of the shares of Common Stock reported hereby,
although
each disclaims such beneficial ownership.
Item
9:
|
Notice
of Dissolution of Group.
|
Not
Applicable
By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were not acquired and are not held
for the purpose
of or with the effect of changing or influencing the control of
the issuer of
the securities and were not acquired and are not held in connection
with or as a
participant in any transaction having that purpose or
effect.
CUSIP No. 03074A102
|
Schedule
13G
|
Page 7
of 8
Pages
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief,
I certify that
the information set forth in this statement is true, complete and
correct.