SEC Comment Letter 0000000000-23-003974 to AMERISERV FINANCIAL INC /PA/ (ASRV) (CIK 0000707605) (ASRV)
AMERISERV FINANCIAL INC /PA/ (ASRV) (CIK 0000707605)
Date: April 20, 2023 · CIK: 0000707605 · Accession: 0000000000-23-003974
AI Filing Summary & Sentiment
File numbers found in text: 000-11204
Letter
United States securities and exchange commission logo April 20, 2023 Patrick Gadson Partner Vinson & Elkins LLP The Grace Building 1114 Avenue of the Americas 32nd Floor New York, NY 10036 Re:AMERISERV FINANCIAL INC /PA/ PRER14A filed April 19, 2023 File No. 000-11204 Dear Patrick Gadson: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. PRER14A filed April 19, 2023 General 1.It is our understanding that the Company has set May 26 as the date of the annual meeting. Please disclose that date, as well as the record date. In addition, the existing disclosure in the proxy statement regarding the ongoing litigation and the consequences that would ensue from the Driver Group's nominations being validated in court appears to cover a scenario in which a relevant court ruling occurs prior to the scheduled annual meeting. Given the short timeframe between now and May 26, please also disclose the potential implications of a scenario in which a court ruling validating the Driver Group's nominations occurs after the annual meeting. We remind you that the filing persons are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNamePatrick Gadson Comapany NameVinson & Elkins LLP April 20, 2023 Page 2 FirstName LastName Patrick Gadson Vinson & Elkins LLP April 20, 2023 Page 2 Please direct any questions to David Plattner at 202-551-8094. Sincerely, Division of Corporation Finance Office of Mergers and Acquisitions
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United States securities and exchange commission logo
April 20, 2023
Patrick Gadson
Partner
Vinson & Elkins LLP
The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, NY 10036
Re:AMERISERV FINANCIAL INC /PA/
PRER14A filed April 19, 2023
File No. 000-11204
Dear Patrick Gadson:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment by providing the requested information or advise us as
soon as possible when you will respond. If you do not believe our comment applies to your facts
and circumstances, please tell us why in your response.
After reviewing your response to this comment, we may have additional comments.
PRER14A filed April 19, 2023
General
1.It is our understanding that the Company has set May 26 as the date of the annual
meeting. Please disclose that date, as well as the record date. In addition, the existing
disclosure in the proxy statement regarding the ongoing litigation and the consequences
that would ensue from the Driver Group's nominations being validated in court appears to
cover a scenario in which a relevant court ruling occurs prior to the scheduled annual
meeting. Given the short timeframe between now and May 26, please also disclose the
potential implications of a scenario in which a court ruling validating the Driver Group's
nominations occurs after the annual meeting.
We remind you that the filing persons are responsible for the accuracy and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNamePatrick Gadson
Comapany NameVinson & Elkins LLP
April 20, 2023 Page 2
FirstName LastName
Patrick Gadson
Vinson & Elkins LLP
April 20, 2023
Page 2
Please direct any questions to David Plattner at 202-551-8094.
Sincerely,
Division of Corporation Finance
Office of Mergers and Acquisitions