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Non-Tech : USAB - USABancShares.com -- Ignore unavailable to you. Want to Upgrade?

To: Michael Lipman who wrote (2014)	9/16/1999 12:47:00 PM
From: Tom Borst	Read Replies (1) \| Respond to of 2419

It's updated info about the Bond swap . . . blah, blah, blahhhhh . . . USA CAPITAL TRUST I Offer to exchange Series B 9.50% Capital Securities for any and all of its outstanding Series A 9.50% Capital Securities Fully and unconditionally guaranteed as described in this prospectus by USABancShares.com USA Capital Trust I, a Delaware statutory business trust, is offering to exchange up to $10,000,000 aggregate liquidation amount of its Series B 9.50% Capital Securities for a similar amount of its outstanding Series A 9.50% Capital Securities. The Series B Capital Securities are registered under the Securities Act of 1933. There is currently $10,000,000 aggregate liquidation amount of the Series A Capital Securities outstanding. As part of this exchange offer, USABancShares.com, Inc. is also offering to exchange its Guarantee of USA Capital Trust I's obligations under the Series A Capital Securities for a similar guarantee of USA Capital Trust I's obligations under the Series B Capital Securities, as described in this prospectus as the Series B Guarantee. Also as part of this exchange offer, USABancShares.com, Inc. is offering to exchange up to $10,000,000 of its Series B 9.50% Junior Subordinated Debentures for a similar amount of its Series A 9.50% Junior Subordinated Debentures. The Series B Guarantee and the Series B Debentures are also registered under the Securities Act. The terms of the Series B Capital Securities, the Series B Debentures and the Series B Guarantee are the same as the terms of the Series A Capital Securities, the Series A Debentures and the Series A Guarantee except that: o each of the Series B securities are registered under the Securities Act and do not have the same restrictions on transfer as the Series A Capital Securities; o the distribution rate on the Series B Capital Securities will not have the potential to increase; and o the Series B Debentures will not be entitled to any liquidated damages. You should carefully consider the "Risk Factors" beginning on page 6 before deciding whether to exchange your Series A Capital Securities for Series B Capital Securities. These securities are not deposits or other obligations of a bank and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is September 14, 1999. SUMMARY This summary provides an overview of selected information contained elsewhere in this prospectus and does not contain all the information you should consider. Therefore, you should also read the more detailed information appearing elsewhere in this prospectus. USABancShares.com, Inc. USABancShares.com is a financial services and bank holding company dedicated to becoming a leading provider of financial products and services over the Internet. USABancShares.com is a Pennsylvania corporation headquartered in Philadelphia, Pennsylvania. Its principal subsidiary is vBank, formerly BankPhiladelphia, which has operated as a community-based financial institution for over 110 years. Since USABancShares.com's acquisition of vBank, senior management has undertaken a strategy focused on: o pursuing strategic alliances and marketing programs with other Internet entities; o conducting an intensive national marketing campaign; o establishing the USABancShares.com Website, www.usabancshares.com, as a leading and comprehensive source for financial services on the Internet; o generating sponsorship and advertising revenues; and o expanding our lending efforts. USABancShares.com also owns USACapital, Inc., a registered broker-dealer which is engaged in the business of trading stocks, bonds, annuities and other investment-related products to the general public, as USAForce. USABancShares.com's executive offices are located at 1535 Locust Street, Philadelphia, Pennsylvania 19102. vBank has retail locations in Center City Philadelphia, Plymouth Meeting, Norristown and Wynnewood, Pennsylvania, and a "mini" branch known as "eBank" in the office, restaurant and retail complex known as "The Bellevue" in Center City Philadelphia. USABancShares.com's telephone number is 877-482-2650 and its Website address is www.usabancshares.com.