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, 2002.
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) 533-5315
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, 2002 and
2001.
3. Audited Statements of Changes in Net Assets
Available for Benefits for each of the years
in the three year period ended December 31,
2002.
4. Notes to Financial Statements.
b. Exhibits
1. Consent of Barnes, Saly & Company, LLP.
2. Section 906 Certifications
AMERISERVE FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN
FINANCIAL REPORT
CONTENTS
Page
INDEPENDENT AUDITOR'S REPORT . . . . . . . . . . . . . .
FINANCIAL STATEMENTS
Statements of net assets available for benefits -
December 31, 2002 and 2001 . . . . . . . . . . . . .
Statements of changes in net assets available for
benefits - years ended December 31, 2002, 2001
and 2000 . . . . . . . . . . . . . . . . . . . . . .
Notes to financial statements. . . . . . . . . . . . .
SUPPLEMENTARY INFORMATION
Assets held for investment - December 31, 2002. . . .
Assets held for investment - December 31, 2001 . . . .
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, 2002 and 2001, and the
related statements of changes in net assets available for
benefits for each of the three years ended December 31, 2002.
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, 2002 and 2001, and the
changes in net assets available for benefits for each of the
three years in the period ended December 31, 2002, 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, 2002
and 2001, 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 22, 2003
AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2002 and 2001
Participant Directed
--------------------
2002 2001
---- ----
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.) $ 38,994 $ 47,462
Investments in securities of unaffiliated issuers and
others
Shares of registered investment companies 1,530,305 1,760,576
Common/Collective funds 93,695 - 0 -
Sky Financial common stock (formerly
Three Rivers Bancorp, Inc) (Note 1) 19,631 33,813
Notes Receivable 35,955 23,006
Money Market 201,613 86,720
---------- ----------
$1,920,193 $1,951,577
---------- ----------
Receivables:
Accrued investment income $ 15,865 $ 8,118
Participant contribution 8,507 8,380
Employer contribution 4,552 4,427
---------- ----------
$ 28,924 $ 20,925
---------- ----------
Cash $ (30) $ 3
---------- ----------
Total assets $1,949,087 $1,972,505
---------- ----------
Liabilities
None $ $
---------- ----------
Net assets available for benefits $1,949,087 $1,972,505
========== ==========
See Notes to Financial Statements.
AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Years Ended December 31, 2002, 2001, 2000
Participant Directed
-------------------------------------
2002 2001 2000
---- ---- ----
Additions to net assets attributed to:
Investment income:
Net appreciation (depreciation) in fair
value of investments (Notes 3 and 4) $ (315,688) $ (133,828) $ (168,094)
Interest 5,458 5,441 4,877
Dividends (Note 4) 43,854 55,376 94,957
---------- ---------- ----------
$ (266,376) $ (73,011) $ (68,260)
Contributions:
Participant (Note 7) $ 221,535 $ 195,476 $ 198,089
Employer 110,219 105,443 95,610
$ 331,754 $ 300,919 $ 293,699
---------- ---------- ----------
Total additions $ 65,378 $ 227,908 $ 225,439
Deductions from net assets attributed to:
Benefits paid to participants 88,796 75,302 44,695
---------- ---------- ----------
Net increase (decrease) $ (23,418) $ 152,606 $ 180,744
---------- ---------- ----------
Net assets available for benefits:
Beginning of year 1,972,505 1,819,899 1,639,155
---------- ---------- ----------
End of year $1,949,087 $1,972,505 $1,819,899
========== ========== ==========
See Notes to Financial Statements.
AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
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 bank
holding company, Ameriserv Financial Bank (the Bank)
(formerly U.S. Bank) which is a wholly-owned subsidiary
and Ameriserv Trust and Financial Services (formerly
USBANCORP Trust and 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, April 1st, July 1st, or
October 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:
Participants are permitted to make elective deferrals
in any amount from one (1) to one hundred (100) percent
of their compensation up to a maximum of $11,000 each
year and a maximum of $12,000 for individuals over 50.
Participants are permitted to amend their salary
savings agreements to change the contribution
percentage on January 1st, April 1st, July 1st, and
October 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-four
mutual funds, six common/collective portfolios, a money
market fund, and the Ameriserv Financial, Inc. common
stock (see Note 4 for related party details). Although
certain participants received shares of Three Rivers
Bancorp, Inc. common stock as a result of the 2000
spin-off of Ameriserv Financial's (formerly USBANCORP)
Three Rivers Bank subsidiary, such is not an investment
option for additional purchase. 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 internet
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 9.24 percent to 13.99 percent. Principal
and interest is paid ratably through semi-monthly
payroll deductions.
In October 2002, Three Rivers Bancorp, Inc. merged with
Sky Financial Group. As part of the merger,
participants holding shares in the Three Rivers
Bancorp, Inc. were allocated 25 percent in cash
totaling $26,412 and 75 percent in Sky Financial common
stock, resulting in the participants receiving 986
shares in Sky Financial stock with a cost basis of
$30,137. Sky Financial stock is not an investment
option for additional purchase.
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 lump-sum amount upon reaching age 65 or
termination of employment and has provisions for
deferred, death, 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
$169 of forfeitures as of December 31, 2002 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 Sky Financial common stock (formerly Three Rivers
Bancorp, Inc.) are valued at quoted market price.
Investments in common or collective funds are at values
quoted by the trust. 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. The Plan relies significantly on
the use of estimates in determining the fair value of
the common or collective funds. The financial
statements include six common or collective funds, with
an estimated fair value of $93,695, whose value has
been estimated using the quoted market prices of the
underlying investments of each portfolio. An estimated
unit price of $10 was used as a beginning price per
share when each portfolio was established during 2002.
Because of the inherent subjectivity in any valuation,
the estimated value may differ significantly from the
value that would have been used had a ready market for
the securities existed, and the difference could be
material.
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,
2002 2001
Dodge & Cox, 3,082 shares $187,221 $
Fidelity Low-Priced Stock, 4,703 and 4,282
Shares, respectively 118,377 117,405
Fidelity Magellan, 6,781 and 7,189
shares, respectively 535,454 749,254
Fidelity Puritan, 11,242 shares 198,645
Vanguard Institutional Index, 1,967 and 1,744
shares, respectively 158,206 182,944
Vanguard Short-Term Federal, 13,786 and 12,842
shares respectively 147,506 134,587
Note 3: Investments (continued)
During 2002, 2001 and 2000, the Plan's investments
(including investments bought, sold and held during each
year) appreciated (depreciated) in value by $(315,688),
$(133,828) and $(168,094) respectively, as follows:
2002 2001 2000
Mutual funds $ (305,187) $ (149,349) $ (149,841)
Common or collective funds (658) - 0 - - 0 -
Sky Financial/Three Rivers Bancorp, Inc
common stock 12,492 11,310 (5,716)
Ameriserv Financial, Inc common stock (22,336) 4,211 (12,537)
---------- ---------- ----------
$ (315,688) $ (133,828) $ (168,094)
========== ========== ==========
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, Pennsylvania (the
"Employer").
The following is a summary of the investment activity of
Ameriserv Financial, Inc. common stock:
2002 2001
Market value at year end $ 38,994 $ 47,462
Number of shares held at year end 13,682 9,888
Original cost at year end $ 94,583 $ 82,083
Purchase price of shares in current year $ 15,384 $ 14,430
Number of shares purchased in current year 4,160 3,053
Sale price of shares in current year $ 1,517 $ 1,324
Number of shares sold in current year 366 258
Realized gain (loss) on sales in current year $ (1,368) $ 228
Unrealized appreciation (depreciation) during year $(20,986) $ 3,983
Dividend income $ 3,401 $ 3,096
Accrued dividends at year end $ 401 $ 868
Note 4: Related Party Transactions (continued)
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 Internal Revenue Service has determined and
informed the Company by a letter dated November 19,
2001, that the standardized prototype Plan and the
related trust adopted by the Plan are designed in
accordance with applicable sections of the Internal
Revenue Code (IRC).
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.
2002 $ 13,660
2001 - 0 -
2000 9,371
Note 8: Reconciliation of Differences Between These Financial
Statements and the Financial Information Required on
Form 5500
2002 2001 2000
Net assets available for benefits as presented in
these financial statements $1,949,087 $1,972,505 $1,819,899
Benefits payable to participants - 0 - 18,574 702
---------- ---------- ----------
Net assets available for benefits as presented on
Form 5500 $1,949,087 $1,953,931 $1,819,197
========== ========== ==========
Note 8: Reconciliation of Differences Between These Financial
Statements and the Financial Information Required on
Form 5500 (continued)
Net increase in net assets available for benefits
as presented in these financial statements $ (23,418) $152,606 $180,744
(Increase) decrease in benefits payable
from previous year 18,574 (17,872) (702)
--------- -------- --------
Net increase in net assets available for benefits
as presented on Form 5500 $ (4,844) $134,734 $180,042
========= ======== ========
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 $0, $18,574 and $702 at
December 31, 2002, 2001, and 2000, 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.
AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT (Page 1 of 2)
December 31, 2002
Investment Type/ Original
Shares Held Description Cost Fair Value
---------------- ----------- --------- ----------
Common stock:
13,628 shares Ameriserv Financial, Inc common stock * $ 94,583 $ 38,994
986 shares Sky Financial (formerly Three Rivers Bancorp, Inc. 30,137 19,631
---------- ----------
Total Common Stocks $ 124,720 $ 58,625
---------- ----------
Mutual Funds:
1,502 shares Clipper $ 123,371 $ 113,751
3,082 shares Dodge & Cox Balanced Funds 201,706 187,221
4,703 shares Fidelity Low-Priced Stock 112,175 118,376
6,781 shares Fidelity Magellan 649,134 535,454
150 shares Franklin Biotechnology Discovery 8,174 5,010
3,662 shares Franklin Mutual Beacon 49,832 41,419
332 shares Goldman Sachs Global Income 4,816 4,849
187 shares Goldman Sachs Research Select List 1,062 932
64 shares Invesco Financial Services 1,758 1,467
21 shares Janus Growth & Income 502 498
151 shares Legg Mason Value Trust 7,528 6,128
397 shares Northern Technology 5,325 2,938
1,822 shares Pimco Total Return 19,364 19,444
1,878 shares T. Rowe Price Equity Income 45,960 37,167
3,953 shares Templeton Foreign 38,322 32,852
2,285 shares Tweedy, Browne Global Value 44,413 36,128
4,601 shares Vanguard GNMA 48,040 49,464
30 shares Vanguard Health Care 3,420 2,933
1,967 shares Vanguard Institutional Index 216,699 158,206
4 shares Vanguard Primecap 154 149
13,786 shares Vanguard Short-Term Federal 143,530 147,506
125 shares Vanguard Total Bond Market Index 1,275 1,299
518 shares Vanguard U.S. Growth 33,316 16,176
474 shares White Oak Growth Stock 23,413 10,938
---------- ----------
Total Mutual Funds $1,783,289 $1,530,305
---------- ----------
Common/Collective Funds:
3,760 shares Pathroad Balanced Growth & Income $ 34,791 $ 34,881
2,810 shares Pathroad Capital Appreciation & Income 25,843 25,230
135 shares Pathroad Conservative Fixed Income 1,393 1,398
2,327 shares Pathroad Conservative Growth & Income 22,732 23,169
7 shares Pathroad Intermediate Term Fixed Income 74 75
1,061 shares Pathroad Long-Term Equity 9,520 8,942
---------- ---------
Total Common/Collective Funds $ 94,353 $ 93,695
---------- ---------
AMERISERV FINANCIAL COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT (Page 2 of 2)
December 31, 2002
Money Market Fund:
201,613 shares Goldman Sachs Financial Square Prime Obligations $ 201,613 $ 201,613
---------- ---------
Notes Receivable: Participant loans, interest rates of 9.24 to
13.99%, maturity of 1 to 5 years, payable in semi-monthly
payments withheld from participants payroll 35,955 $ 35,955
---------- ---------
Total Assets Held for Investment $2,239,930 $1,920,193
========== ==========
* Represents a party in interest
See Notes to Financial Statements.
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.
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, 2003 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
Exhibits
1. Consent of Barnes, Saly & Company, LLP
2. Section 906 Certifications