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
Non-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
AMERISERV FINANCIAL NON-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 Non-Collectively Bargained 401(k) Plan
Johnstown, Pennsylvania
We have audited the accompanying statements of net assets
available for benefits of Ameriserv Financial Non-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 Non-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 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. These
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 NON-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.) $ 135,198 $ 160,224
Investments in securities of unaffiliated
issuers and others
Shares of registered investment companies 2,445,933 2,942,903
Common or collective funds 160,335 - 0 -
Sky Financial common stock (formerly
Three Rivers Bancorp, Inc (Note 1) 96,344 99,775
Notes Receivable 11,674 48,522
Money Market 481,945 103,605
---------- ----------
$3,331,429 $3,355,029
========== ==========
Receivables:
Accrued investment income $ 30,233 $ 15,603
Participants' contribution 17,146 15,742
---------- ----------
$ 47,379 $ 31,345
---------- ----------
Cash $ 0 $ 12
---------- ----------
Total assets $3,378,808 $3,386,386
---------- ----------
Liabilities
Overdraft $ 389 $ 0
---------- ----------
Net assets available for benefits $3,378,419 $3,386,386
========== ==========
See Notes to Financial Statements.
AMERISERV FINANCIAL NON-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) $ (516,220) $ (157,123) $ (283,230)
Interest 6,821 9,193 11,182
Dividends (Note 4) 87,401 115,661 193,246
---------- ---------- ----------
$ (421,998) $ (32,269) $ (78,802)
---------- ---------- ----------
Contributions:
Participants' (Note 7) $ 488,884 $ 408,617 $ 417,332
---------- ---------- ----------
Total additions $ 66,886 $ 376,348 $ 338,530
Deductions from net assets attributed to:
Benefits paid to participants 74,853 135,725 328,060
---------- ---------- ----------
Net increase (decrease) $ (7,967) $ 240,623 $ 10,470
---------- ---------- ----------
Net assets available for benefits:
Beginning of year 3,386,386 3,145,763 3,135,293
---------- ---------- ----------
End of year $3,378,419 $3,386,386 $3,145,763
========== ========== ==========
See Notes to Financial Statements.
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
December 31, 2002
Note 1: Plan Description
The following description of Ameriserv Financial
Non-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 U S National
Bank Noncollectively-Bargained Employees 401(k)
Plan.
General:
The Plan is a defined contribution plan covering
all management level employees of Ameriserv
Financial, Inc. (formerly USBANCORP, Inc.) which
is a bank holding company and Ameriserv
Financial Bank (the Bank) (formerly U.S. Bank)
which is a wholly-owned subsidiary as well as the
management level employees of Ameriserv
Associates, Inc. (formerly UBAN Associates) and
Ameriserv Trust and Financial Services (formerly
USBANCORP Trust and Financial Services), all
related companies. Employees become eligible to
participate in the Plan the earlier of January
1st, April 1st, July 1st, or October 1st following
the completion of twelve-consecutive 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 Plan does not provide for any
employer contributions. The employee salary
deferrals are exempt from federal income tax
until withdrawn from the Plan.
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
contribution until the end of the plan year.
Vesting:
Participants are immediately vested in their
voluntary contributions including rollover and
transfer contributions plus actual earnings
thereon.
Investment Options:
Upon enrollment in the Plan, a participant must
direct their salary deferral contributions in
5 percent increments in one or more of the twenty
four mutual funds, six common or collective
funds, a money market fund and 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 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 participants 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 7.75
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 $37,721.76 and 75 percent in Sky
Financial common stock resulting in the
participants receiving 4,906 shares in Sky
Financial stock with a cost basis of $86,121.47.
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.
Administrative Expenses:
Certain administrative functions are performed by
officers or 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 price of the fund 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
portfolios with an estimated fair value of
$160,335, 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
-------- --------
Fidelity Low-Priced Stock, 13,184 and
13,587 shares, respectively $331,834 $372,542
Vanguard Institutional Index, 2,864
shares and 2,881 shares, respectively 230,390 302,181
Fidelity Puritan, 37,208 shares 657,474
Fidelity Magellan, 6,476 and 8,304
shares, respectively 511,375 865,487
Clipper Fund, 2,584 shares 195,688
Dodge & Cox Balanced Fund, 7,625 shares 463,230
During 2002, 2001 and 2000 all of the Plan's
investments (including investments bought, sold and
held during each year) appreciated (depreciated) in
value by $(516,220), $(157,123) and $(283,230)
respectively, as follows:
2002 2001 2000
--------- ---------- ----------
Mutual funds $(471,365) $(210,456) $(203,118)
Common or collective funds (6,614) - 0 - - 0 -
Sky Financial/Three Rivers Bancorp,
Inc. common stock 32,528 40,092 (31,106)
Ameriserv Financial, Inc common
stock (70,769) 13,241 (49,006)
--------- --------- ---------
$(516,220) $(157,123) $(283,230)
========= ========= =========
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 Financial, Inc. is the
holding company of Ameriserv Financial Bank in
Johnstown (the "Employer").
Note 4: Related Party Transactions (continued)
The following is a summary of the investment
activity of Ameriserv Financial, Inc. common stock:
2002 2001
--------- --------
Market value at year end $135,198 $160,224
Number of shares held at year end 47,438 33,380
Original cost at year end $221,499 $178,779
Purchase price of shares in current
year $ 53,732 $ 63,838
Number of shares purchased in current
year 16,160 12,982
Sale price of shares in current year $ 7,999 $ 35,936
Number of shares sold in current year 2,102 7,621
Realized gain (loss) on sales in
current year $ (3,024) $ 3,546
Unrealized appreciation (depreciation)
during year $(67,745) $ 9,695
Dividend income $ 11,240 $ 11,814
Accrued dividends at year end $ 1,383 $ 3,188
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 participant rollovers occurred as a
result of employees transferring amounts from other
qualified plans. The rollovers are included in the
applicable years employee contributions:
2002 $18,328
2001 23,917
2000 40,993
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 $3,378,419 $3,386,386 $3,145,763
Benefits payable to participants 59,062 0 24,574
---------- ---------- ----------
Net assets available for
benefits as presented on
Form 5500 $3,319,357 $3,386,386 $3,121,189
========== ========== ==========
Net increase in net assets
available for benefits as
presented in these financial
statements $ (7,967) $ 240,623 $ 10,470
(Increase) decrease in benefits
payable from previous year (59,062) 24,574 6,631
---------- ---------- ----------
Net increase in net assets
available for benefits as
presented on Form 5500 $ (67,029) $ 265,197 $ 17,101
========== ========== ==========
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 $ 59,062, $ - 0 -, and
$24,574 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 NON-COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT (Page 1 of 2)
December 31, 2002
Investment Type/
Shares Held Description Cost Fair Value
---------------- ----------- ---------- ----------
Common stock:
47,438 shares Ameriserv Financial, Inc. * $ 221,499 $ 135,198
4,839 shares Sky Financial (formerly Three
Rivers Bancorp, Inc) 84,945 96,344
---------- ----------
Total Common Stocks $ 306,444 $ 231,542
---------- ----------
Mutual Funds:
2,584 shares Clipper $ 212,773 $ 195,688
7,625 shares Dodge & Cox Balanced Fund 489,099 463,230
13,184 shares Fidelity Low-Priced Stock 308,043 331,834
6,476 shares Fidelity Magellan 647,541 511,375
625 shares Franklin Biotechnology Discovery 35,023 20,854
4,896 shares Franklin Mutual Beacon Fund 67,512 55,372
131 shares Goldman Sachs Global Income 1,895 1,919
167 shares Goldman Sachs Research Select Fund 931 835
76 shares Invesco Financial Services 1,957 1,736
649 shares Janus Growth & Income 15,707 15,144
592 shares Legg Mason Value Trust 27,139 24,011
1,660 shares Northern Technology Fund 26,653 12,284
8,155 shares Pimco Total Return 86,618 87,015
2,236 shares T. Rowe Price Equity 53,624 44,259
5,587 shares Templeton Foreign Fund 54,485 46,432
6,902 shares Tweedy, Browne Global Value 135,321 109,121
7,980 shares Vanguard GNMA 84,129 85,789
244 shares Vanguard Health Care 27,618 23,478
2,864 shares Vanguard Institutional Index 311,837 230,390
1 share Vanguard Primecap 41 40
12,859 shares Vanguard Short-Term Federal 134,170 137,590
461 shares Vanguard Total Bond Index 4,698 4,784
512 shares Vanguard U.S. Growth & Income 33,951 15,982
1,162 shares White Oak Growth Stock 55,487 26,771
---------- ----------
Total Mutual Funds $2,816,252 $2,445,933
---------- ----------
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT (Page 2 of 2)
December 31, 2002
Investment Type/
Shares Held Description Cost Fair Value
---------------- ----------- ---------- ----------
Common/Collective
Funds:
7,498 shares Pathroad Balanced Growth & Income $ 70,961 $ 69,568
6,634 shares Pathroad Capital Appreciation
& Income 64,031 59,555
109 shares Pathroad Conservative Fixed Income 1,120 1,133
278 shares Pathroad Conservative Growth &
Income 2,736 2,765
5 shares Pathroad Intermediate-Term Fixed
Income 55 56
3,236 shares Pathroad Long-Term Equity 28,046 27,258
---------- ----------
Total Common/Collective Funds $ 166,949 $ 160,335
---------- ----------
Money Market Fund:
481,945 shares Goldman Sachs Financial Prime
Obligations $ 481,945 $ 481,945
---------- ----------
Notes Receivable:
Participant loans, interest rates
of 7.75 to 13.99%, Maturity of
1 to 5 years, payable in semi-
monthly payments withheld from
participants payroll $ 11,674 $ 11,674
---------- ----------
Total Assets Held for
Investment $3,783,264 $3,331,429
========== ==========
* Represents a party in interest.
See Notes to Financial Statements.
AMERISERV FINANCIAL NON-COLLECTIVELY BARGAINED 401(k) PLAN
ASSETS HELD FOR INVESTMENT
December 31, 2001
Investment Type/
Shares Held Description Cost Fair Value
---------------- ----------- ---------- ----------
Common Stock
33,380 shares Ameriserv Financial, Inc.
common stock * $ 178,779 $ 160,224
7,982 shares Three Rivers Bancorp, Inc. 82,978 99,775
---------- ----------
Total Common Stocks $ 261,757 $ 259,999
---------- ----------
Mutual Funds:
1,411 shares Clipper $ 115,134 $ 117,862
13,587 shares Fidelity Low-Priced Stock 307,164 372,542
8,304 shares Fidelity Magellan 841,612 865,487
37,208 shares Fidelity Puritan 650,721 657,474
451 shares Franklin Biotechnology Discovery 31,202 26,181
4,690 shares Franklin Mutual Beacon 66,470 61,199
126 shares Goldman Sachs Global Income 1,834 1,809
60 shares Goldman Sachs Research Select List 411 422
110 shares Invesco Financial Services 3,253 3,007
347 shares Legg Mason Value Trust 18,650 17,377
1,085 shares Northern Technology 24,470 13,527
5,072 shares Pimco Total Return 53,767 53,051
2,139 shares T. Rowe Price Equity Income 52,432 50,596
5,832 shares Templeton Foreign 57,716 53,944
6,242 shares Tweedy, Browne Global Value 126,604 115,658
3,898 shares Vanguard GNMA 40,520 40,433
85 shares Vanguard Health Care 10,215 9,984
2,881 shares Vanguard Institutional Index 338,696 302,181
10,163 shares Vanguard Short-Term Federal 105,481 106,509
200 shares Vanguard Total Bond Market Index 2,050 2,032
524 shares Vanguard US Growth 41,227 25,571
1,198 shares White Oak Growth Stock 72,210 46,057
---------- ----------
Total Mutual Funds $2,961,839 $2,942,903
---------- ----------
Money Market Fund:
103,605 shares Goldman Sachs Financial Square
Prime Obligations $ 103,605 $ 103,605
---------- ----------
Notes Receivable: Participant loans, interest rates
of 8.74 to 13.99%, Maturity of 1
to 5 years, payable in semi-
monthly payments withheld from
participants payroll $ 48,522 $ 48,522
---------- ----------
Total Assets Held for
Investment $3,375,723 $3,355,029
========== ==========
* 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 Non-
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 Non-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
2. Section 906 Certifications