UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1
to
FORM 10-K
(MARK ONE)
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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FOR THE TRANSITION PERIOD FROM
TO
COMMISSION FILE NUMBER 0-11204
AMERISERV FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
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PENNSYLVANIA
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25-1424278
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(State or other jurisdiction
of incorporation or organization)
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(I.R.S. Employer
Identification No.)
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MAIN & FRANKLIN STREETS,
P.O. BOX 430, JOHNSTOWN,
PENNSYLVANIA
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15907-0430
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (814) 533-5300
Securities registered pursuant
to Section 12(b) of the Act:
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Title Of Each Class
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Name Of Each Exchange On Which
Registered
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None
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Securities registered pursuant to Section 12(g) of the Act:
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Common Stock, $0.01 Par Value
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Share Purchase Rights
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(Title of class)
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(Title of class)
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Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
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No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
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No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90
days.
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Yes
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No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).
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Yes
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No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not
contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
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Indicate by check mark whether the registrant is a large accelerated filer,
accelerated filer, non-accelerated filer or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
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Yes
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No
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked
prices of such common equity, as of the business day of the registrants most recently completed second fiscal quarter. The aggregate market value was $39,140,082 as of June 30, 2009.
Indicate the number of shares outstanding of each of the registrants classes of common stock, as of the latest practicable date. There
were 21,223,942 shares outstanding as of January 29, 2010.
DOCUMENTS INCORPORATED BY REFERENCE.
List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (e) under the Securities Act of 1933. The listed documents
should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980).
Portions of the annual shareholders report for the year ended December 31, 2009, are incorporated by reference into Parts I and II.
Portions of the proxy statement for the annual shareholders meeting are incorporated by reference in Part III.
Exhibit Index is located on page 84.
EXPLANATORY NOTE
This amendment to our Form 10-K annual report for the fiscal year ended December 31, 2009 is being filed to amend Part IV to include
Exhibit 99.1, TARP Certification by Chief Executive Officer, and Exhibit 99.2, TARP Certification by Chief Financial Officer, which were inadvertently omitted from the original filing, and also to include the related corrections to the Exhibit
Index. All other information contained in our Form 10-K annual report remains unchanged.
PART IV
ITEM 15.
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EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
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CONSOLIDATED FINANCIAL STATEMENTS FILED:
The consolidated financial
statements listed below are from this 2009 Form 10-K and Part II Item 8. Page references are to this Form 10-K.
CONSOLIDATED
FINANCIAL STATEMENTS:
CONSOLIDATED FINANCIAL STATEMENT
SCHEDULES:
These schedules are not required or are not applicable under Securities and Exchange Commission accounting
regulations and therefore have been omitted.
1
EXHIBITS:
The exhibits listed below are filed herewith or to other filings.
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EXHIBIT
NUMBER
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DESCRIPTION
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PRIOR FILING OR EXHIBIT
PAGE NUMBER HEREIN
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3.1
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Amended and Restated Articles of Incorporation as amended through December 23, 2009.
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Exhibit 3.1 to Form 8-K Filed on December 23, 2009
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3.2
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Bylaws, as amended and restated on December 17, 2009.
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Exhibit 3.2 to Form 8-K Filed on December 23, 2009
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3.3
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Certificate of Designation of Rights of Fixed Rate Cumulative Perpetual Preferred Stock, Series D.
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Exhibit 3.1 to Form 8-K Filed December 22, 2008
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4.1
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Warrant, dated December 19, 2008, to purchase 1,312,500 shares of common stock, par value $2.50 per share, of AmeriServ Financial, Inc.
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Exhibit 4.1 to Form 8-K Filed December 22, 2008
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10.1
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Agreement, dated July 22, 2009, between AmeriServ Financial, Inc. and Glenn L. Wilson
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Exhibit 10.1 to Form 8-K Filed
July 28, 2009
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21.1
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Subsidiaries of the Registrant.
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Below
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23.1
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Consent of Independent Registered Public Accounting Firm
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Below
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31.1
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Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
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Below
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31.2
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Certification pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
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Below
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32.1
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Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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Below
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32.2
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Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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Below
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99.1
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Chief Executive Officer Certification pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008, as Amended
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Below
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99.2
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Chief Financial Officer Certification pursuant to Section 111(b)(4) of the Emergency Economic Stabilization Act of 2008, as Amended
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Below
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2
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
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AmeriServ Financial, Inc.
(Registrant)
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By:
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/s/ Glenn L. Wilson
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Glenn L. Wilson
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President & CEO
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Date: March 11, 2010
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities indicated on March 11, 2010:
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/s/ Craig G. Ford
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Chairman
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Craig G. Ford
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Director
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/s/ Glenn L. Wilson
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President, CEO & Director
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/s/ Jeffrey A. Stopko
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EVP & CFO
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Glenn L. Wilson
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Jeffrey A. Stopko
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/s/ J. Michael Adams, Jr.
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Director
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/s/ Very Rev. Christian R. Oravec
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Director
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J. Michael Adams, Jr.
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Very Rev. Christian R. Oravec
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/s/ Allan R. Dennison
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Director
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/s/ Mark E. Pasquerilla
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Director
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Allan R. Dennison
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Mark E. Pasquerilla
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/s/ Daniel R. DeVos
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Director
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/s/ Howard M. Picking, III
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Director
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Daniel R. DeVos
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Howard M. Picking, III
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/s/ James C. Dewar
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Director
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/s/ Sara A. Sargent
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Director
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James C. Dewar
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Sara A. Sargent
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/s/ Bruce E. Duke, III
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Director
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/s/ Thomas C. Slater
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Director
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Bruce E. Duke, III
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Thomas C. Slater
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/s/ James M. Edwards, Sr.
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Director
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/s/ Nedret Vidinli
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Director
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James M. Edwards, Sr.
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Nedret Vidinli
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/s/ Kim W. Kunkle
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Director
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/s/ Robert L. Wise
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Director
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Kim W. Kunkle
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Robert L. Wise
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/s/ Margaret A. OMalley
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Director
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Margaret A. OMalley
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3
AMERISERV FINANCIAL, INC.
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AMERISERV FINANCIAL
BANK OFFICE LOCATIONS
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REMOTE ATM
BANKING
LOCATIONS
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*
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Main Office Downtown
216
Franklin Street
PO Box 520
Johnstown,
PA 15907-0520 1-800-837-BANK (2265)
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*
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Seward Office
1 Roadway Plaza 6858 Route 711 Suite One
Seward, PA 15954-9501
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East Hills Drive-up,
1213 Scalp Avenue, Johnstown
Main Office, 216 Franklin Street, Johnstown
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*
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Westmont Office
110 Plaza
Drive
Johnstown, PA 15905-1211
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*
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Windber Office
1501 Somerset
Avenue
Windber, PA 15963-1745
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The Galleria, Johnstown
Gogas Service Station,
Cairnbrook
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*
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University Heights Office
1404
Eisenhower Boulevard Johnstown, PA 15904-3218
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Central City Office
104
Sunshine Avenue
Central City, PA 15926-1129
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AMERISERV RESIDENTIAL
LENDING LOCATIONS
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*
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Eighth Ward Office
1059
Franklin Street
Johnstown, PA 15905-4303
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*
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Somerset Office
108 W. Main
Street
Somerset, PA 15501-2035
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Main Office Downtown
216 Franklin Street
PO Box 520
Johnstown, PA 15907-0520
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*
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West End Office
163 Fairfield
Avenue
Johnstown, PA 15906-2347
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*
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Derry Office
112 South
Chestnut Street
Derry, PA 15627-1938
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Altoona Office
87 Logan Boulevard
Altoona, PA 16602-3123
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*
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Carrolltown Office
101 South
Main Street
Carrolltown, PA 15722-0507
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*
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South Atherton Office
734
South Atherton Street State College, PA 16801-4628
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Pittsburgh Loan Center
300 Penn Center Boulevard
Suite 402
Pittsburgh, PA 15235-5507
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*
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Northern Cambria Office
4206
Crawford Avenue Suite 1 Northern Cambria, PA 15714-1342
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*
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Pittsburgh Office
60 Boulevard
of the Allies
Suite 100
Pittsburgh,
PA 15222-1232
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*
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Lovell Park Office
179 Lovell
Avenue
Ebensburg, PA 15931-0418
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*
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Benner Pike Office
763 Benner
Pike
State College, PA 16801-7313
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*
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Nanty Glo Office
1383
Shoemaker Street
Nanty Glo, PA 15943-1254
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*=
=
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24-Hour ATM Banking
Available
Seven Day a Week Banking Available
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*
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Galleria Mall Office
500
Galleria Drive Suite 100
Johnstown, PA 15904-8911
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4
SHAREHOLDER INFORMATION
SECURITIES MARKETS
AmeriServ Financial, Inc. Common
Stock is publicly traded and quoted on the NASDAQ National Market System. The common stock is traded under the symbol of ASRV. The listed market makers for the stock are:
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Morgan Stanley SmithBarney
969
Eisenhower Boulevard
Oak Ridge East
Johnstown, PA 15904
Telephone: (814) 266-7900
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Keefe Bruyette & Woods, Inc.
787 Seventh Avenue
Equitable Bldg 4th Floor
New York, NY 10019
Telephone: (800) 966-1559
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Sandler ONeill & Partners, L.P.
919 Third Avenue
6th Floor
New York, NY 10022
Telephone: (800) 635-6860
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Knight Capital Group, Inc.
545
Washington Boulevard
Jersey City, NJ 07310
Telephone: (800) 544-7508
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Stifel Nicolaus
1407
Eisenhower Boulevard
Johnstown, PA 15904
Telephone: (814) 269-9211
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Janney Montgomery Scott, LLC
1801 Market Street, 8
th
Floor
Philadelphia, PA 19103-1675
Telephone:
(215) 665-6000
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CORPORATE OFFICES
The corporate offices of AmeriServ Financial, Inc. are located at 216 Franklin Street, Johnstown, PA 15901. Mailing address:
P.O. Box 430
Johnstown, PA 15907-0430
(814) 533-5300
AGENTS
The transfer agent and registrar for AmeriServ Financial, Inc.s common stock is:
Computershare Investor Services
P O Box 43078
Providence, RI 02940-3078
Shareholder Inquiries: 1-800-730-4001
Internet Address:
http://www. Computershare.com
INFORMATION
Analysts, investors, shareholders, and others seeking financial data about AmeriServ Financial, Inc. or any of its subsidiaries annual and quarterly reports, proxy statements, 10-K, 10-Q, 8-K, and call reports are asked to
contact Jeffrey A. Stopko, Executive Vice President & Chief Financial Officer at (814) 533-5310 or by e-mail at
JStopko@AmeriServFinancial.com
. The Company also maintains a website (
www.AmeriServFinancial.com
) that makes
available, free of charge, such reports and proxy statements and other current financial information, such as press releases and SEC documents, as well as the corporate governance documents under the Investor Relations tab on the Companys
website.
5
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