Offering Price............. $25.00 per Capital Security plus accumulated Distributions, if any, from April 30, 1998.
Distributions.............. The Distributions payable on each Series A Capital Security will be fixed at a rate per annum of 8.45% of the Liquidation Amount of $25 per Series A Capital Security, will be cumulative, will accrue from the date of issuance of the Series A Capital Securities, and will be payable quarterly in arrears on the last day of March, June, September and December of each year, commencing on June 30, 1998 (subject to possible deferral as described below) and on the Stated Maturity Date. The amount of each Distribution due with respect to the Series A Capital Securities will include amounts accrued through the date the Distribution payment is due.
Extension Periods.......... Distributions on Series A Capital Securities will be deferred for the duration of any Extension Period elected by the Corporation with respect to the payment of interest on the Series A Subordinated Debentures. No Extension Period will exceed 20 consecutive quarterly periods, end on a date other than an Interest Payment Date or extend beyond the Stated Maturity Date.
Ranking.................... The Series A Capital Securities will rank pari passu, and payments thereon will be made pro rata, with the Common Securities except as described under "Description of Series A Capital Securities -- Subordination of Common Securities." The Series A Subordinated Debentures will rank pari passu with all other junior subordinated debentures to be issued by the Corporation with substantially similar subordination terms and which have been or may be issued and sold to any other trust, or a trustee of such trust, partnership or other entity affiliated with the Corporation that is a financing vehicle of the Corporation (a "financing entity") established or to be established by the Corporation and will be unsecured and subordinate and junior in right of payment to the extent and in the manner set forth in the Indenture to all Senior Debt (as defined herein) of the Corporation. See "Description of Series A Subordinated Debentures." The Series A Guarantee will rank pari passu with all other guarantees issued or to be issued by the Corporation with respect to capital securities issued or to be issued by a financing entity and will constitute an unsecured obligation of the Corporation and will rank subordinate and junior in right of payment to the extent and in the manner set forth in the Guarantee Agreement to all Senior Debt of the Corporation. See "Description of Series A Guarantee." In addition, because the Corporation is a holding company, the Series A Subordinated Debentures and the Series A Guarantee will be effectively subordinated to all existing and future liabilities of the Corporation's subsidiaries, including the deposit liabilities of U.S. Bank and Three Rivers Bank. See "Description of Series A Subordinated Debentures -- Subordination."
Redemption................. The Series A Capital Securities will be subject to mandatory redemption, (i) in whole but not in part, on the Stated Maturity Date upon repayment of the Series A Subordinated Debentures, (ii) in whole but not in part, at any time prior to June 30, 2003 contemporaneously with the optional prepayment of the Series A Subordinated Debentures by the Corporation upon the occurrence and continuation of a Tax Event or Capital Treatment Event and (iii) in whole or in part, on or after June 30, 2003, contemporaneously with the optional prepayment by the Corporation of the Series A Subordinated Debentures. See "Description of Series A Capital Securities -- Redemption."
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AmeriServ Financial is a bank holding company. Through its subsidiary, AmeriServ Financial Bank (the Bank), Co. provides: retail banking services, such as demand, savings and time deposits, checking accounts, money market accounts, secured and unsecured consumer loans, mortgage loans, safe deposit boxes, holiday club accounts, and money orders; and lending, depository and related financial services, such as commercial real estate mortgage loans, short and medium-term loans, revolving credit arrangements, lines of credit, inventory and accounts receivable financing, real estate construction loans, business savings accounts, certificates of deposit, wire transfers, and lock box services. Preferred: ASRVP Open the ASRV Information Page » |
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