FORM 10-Q
SECURITIES EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One)
(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended March 31, 2000.
OR
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from _________ to__________ Commission File Number: 333-32210
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Pennsylvania 25-1856469
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
151 West Main Street
P. O. Box 777
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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.
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of Common Stock, as of the latest practicable date.
Common Stock, without par value 3
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Class Outstanding Shares at June 30, 2000
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PART I. FINANCIAL INFORMATION
Somerset Trust Holding Company (the "Registrant") was incorporated to serve as the stock holding company for Somerset Trust Company (the "Bank") in connection with the Bank's reorganization into a one-bank holding company structure. As of the date hereof, the Bank has not completed its reorganization, and, accordingly, the Registrant has no significant assets or liabilities, has not engaged in any operations or transactions except pursuant to the reorganization, and currently has $3.00 of initial capitalization.
Item 1. Financial Statements
N/A
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
N/A
Item 3. Quantitative and Qualitative Disclosures about Market Risk
N/A
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
Exhibit 2.1 Plan of Reorganization by and among
Registrant, Somerset Interim Bank and
Somerset Trust Company, incorporated by
reference to Annex A of the Proxy
Statement/ Prospectus included in
Registrant's Amendment No. 1 to its
Registration Statement No. 333-32210 on
Form S-4,
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filed with the Commission on March 29,
2000.
Exhibit 2.2 Plan of Merger by and between Somerset
Interim Bank and Somerset Trust Company,
incorporated by reference to Annex A of
the Proxy Statement/ Prospectus included
in Registrant's Amendment No. 1 to its
Registration Statement No. 333-32210 on
Form S-4, filed with the Commission on
March 29, 2000.
Exhibit 3(i) Articles of Incorporation of Registrant,
incorporated by reference to Annex B of
the Proxy Statement/ Prospectus included
in Registrant's Amendment No. 1 to its
Registration Statement No. 333-32210 on
Form S-4, filed with the Commission on
March 29, 2000.
Exhibit 3(ii) Bylaws of Registrant, incorporated by
reference to Annex C of the Proxy
Statement/ Prospectus included in
Registrant's Amendment No. 1 to its
Registration Statement No. 333-22210 on
Form S-4, filed with the Commission on
March 29, 2000.
Exhibit 27 Financial Data Schedule
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b. No reports on Form 8-K were filed for the quarter ending March 31, 2000.
SIGNATURES
Pursuant to the requirements 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.
SOMERSET TRUST HOLDING COMPANY
(Registrant)
Date: July 17, 2000 /s/ G. Henry Cook
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G. Henry Cook, President
(Principal Executive Officer)
Date: July 17, 2000 /s/ Richard W. Stern
---------------------------------------
Richard W. Stern, Treasurer
(Principal Financial and Accounting Officer)
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EXHIBIT INDEX
Exhibit Number
Exhibit 2.1 Plan of Reorganization by and among Registrant, Somerset
Interim Bank and Somerset Trust Company, incorporated by
reference to Annex A of the Proxy Statement/ Prospectus
included in Registrant's Amendment No. 1 to its Registration
Statement No. 333-32210 on Form S-4, filed with the Commission
on March 29, 2000.
Exhibit 2.2 Plan of Merger by and between Somerset Interim Bank and
Somerset Trust Company, incorporated by reference to Annex A
of the Proxy Statement/ Prospectus included in Registrant's
Amendment No. 1 to its Registration Statement No. 333-32210 on
Form S-4, filed with the Commission on March 29, 2000.
Exhibit 3(i) Articles of Incorporation of Registrant, incorporated by
reference to Annex B of the Proxy Statement/Prospectus
included in Registrant's Amendment No. 1 to its Registration
Statement No. 333-32210 on Form S-4, filed with the Commission
on March 29, 2000.
Exhibit 3(ii) Bylaws of Registrant, incorporated by reference to Annex C of
the Proxy Statement/ Prospectus included in Registrant's
Amendment No. 1 to its Registration Statement No. 333-32210 on
Form S-4, filed with the Commission on March 29, 2000.
Exhibit 27 Financial Data Schedule
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SHUMAKER WILLIAMS, P.C.
P.O. Box 88
Harrisburg, PA 17108
Phone: (717) 763-1121
Fax: (717) 763-7419
July 17, 2000
SECURITIES AND EXCHANGE COMMISSION
ATTN: Filing Desk
450 Fifth Street, N.W.
Washington, D.C. 20549 via EDGAR
RE: SOMERSET TRUST HOLDING COMPANY
Commission File No. 333-32210
Our File No. 99-933
Dear Sir or Madam:
On behalf of Somerset Trust Holding Company and pursuant to the Securities Exchange Act of 1934, as amended, and the General Rules and Regulations of the Securities and Exchange Commission, we hereby file, via EDGAR, the Registrant's Quarterly Report on Form 10-Q, dated July 17, 2000, for the quarter ended March 31, 2000. Please note that the Commission File No. 333-32210 was assigned to Somerset Trust Holding Company in relation to its filing a Registration Statement on Form S-4 on March 10, 2000, as amended on March 29, 2000, in connection with the reorganization of Somerset Trust Company, a Pennsylvania-chartered bank and trust company, into a holding company structure. Somerset Trust Holding Company is the proposed holding company for Somerset Trust Company.
If you have any questions or comments concerning this filing, please contact the undersigned.
Sincerely,
By: /s/ Cheryl A. Zeman
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Cheryl A. Zeman
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Enclosure
cc: G. Henry Cook, President
Somerset Trust Holding Company
| ARTICLE 9 |
| PERIOD TYPE | 3 MOS |
| FISCAL YEAR END | DEC 31 2000 |
| PERIOD END | MAR 31 2000 |
| CASH | 3 |
| INT BEARING DEPOSITS | 0 |
| FED FUNDS SOLD | 0 |
| TRADING ASSETS | 0 |
| INVESTMENTS HELD FOR SALE | 0 |
| INVESTMENTS CARRYING | 0 |
| INVESTMENTS MARKET | 0 |
| LOANS | 0 |
| ALLOWANCE | 0 |
| TOTAL ASSETS | 0 |
| DEPOSITS | 0 |
| SHORT TERM | 0 |
| LIABILITIES OTHER | 0 |
| LONG TERM | 0 |
| PREFERRED MANDATORY | 0 |
| PREFERRED | 0 |
| COMMON | 3 |
| OTHER SE | 0 |
| TOTAL LIABILITIES AND EQUITY | 0 |
| INTEREST LOAN | 0 |
| INTEREST INVEST | 0 |
| INTEREST OTHER | 0 |
| INTEREST TOTAL | 0 |
| INTEREST DEPOSIT | 0 |
| INTEREST EXPENSE | 0 |
| INTEREST INCOME NET | 0 |
| LOAN LOSSES | 0 |
| SECURITIES GAINS | 0 |
| EXPENSE OTHER | 0 |
| INCOME PRETAX | 0 |
| INCOME PRE EXTRAORDINARY | 0 |
| EXTRAORDINARY | 0 |
| CHANGES | 0 |
| NET INCOME | 0 |
| EPS BASIC | 0 |
| EPS DILUTED | 0 |
| YIELD ACTUAL | 0 |
| LOANS NON | 0 |
| LOANS PAST | 0 |
| LOANS TROUBLED | 0 |
| LOANS PROBLEM | 0 |
| ALLOWANCE OPEN | 0 |
| CHARGE OFFS | 0 |
| RECOVERIES | 0 |
| ALLOWANCE CLOSE | 0 |
| ALLOWANCE DOMESTIC | 0 |
| ALLOWANCE FOREIGN | 0 |
| ALLOWANCE UNALLOCATED | 0 |