UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 24, 1997
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Commission file number 0-28080
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UNITED FINANCIAL CORP.
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(Exact name of registrant as specified in its charter)
MINNESOTA 81-0507591
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(State or other jurisdiction of (I.R.S. Employer ID No.)
incorporation or organization)
P.O. Box 2509; 601 First Avenue North, Great Falls, Montana 59403
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(Address of principal executive offices) (Zip Code)
(406) 761-2200
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(Registrant's telephone number, including area code)
Not applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 24, 1997, United Financial Corp. (NASDAQ:UBMT) and Heritage
Bancorporation issued a joint press release which announced the signing of a
letter of intent to merge the two Great Falls, Montana-based financial
institutions. For additional information, reference is made to such press
release which is included as an exhibit hereto and hereby incorporated herein
by reference.
Item 7. Financial Statement and Exhibits
(a) Not applicable
(b) News Release, dated June 24, 1997 (EX-99)
(c) Not applicable
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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:
UNITED FINANCIAL CORP.
Date July 1, 1997 /s/ Bruce K. Weldele
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Bruce K. Weldele
President, CEO and
Chairman of the Board of Directors
Date July 1, 1997 /s/ G. Brent Marvosh
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G. Brent Marvosh, CPA
Vice President, Finance/Treasurer
(Principal Finance and Accounting Officer)
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EX-99 NEWS RELEASE
FOR RELEASE JUNE 24, 1997 7:00 am E.T. Contact: Bruce K. Weldele
- -------------------------------------- United Financial Corp.
(406) 761-2200
Kevin Clark
Heritage Bank
(406) 727-6106
UNITED FINANCIAL CORP. AND
HERITAGE BANCORPORATION
ANNOUNCE MERGER
June 24, 1997
GREAT FALLS, MT - United Financial Corp. (NASDAQ:UBMT) and Heritage
Bancorporation today announced the signing of a letter of intent to merge the
two Great Falls, Montana-based financial institutions. United Financial Corp.
is the parent company of United Savings Bank, a federally chartered savings
bank with $108 million in assets. Heritage Bancorporation is the parent
company of Heritage Bank, FSB, a federally chartered savings bank with $69
million in assets.
The combination of United and Heritage will create a banking institution
with approximately $177 million in assets, $81 million in loans, $137 million
in deposits and $29 million in shareholders equity. The merger will enhance
both banks' positions within their existing markets, increase the
diversification of their loan portfolios, expand their deposit bases, and
bring together a talented team of commercial banking professionals. In
addition, the combined institution will have a strong capital base to proceed
with expansion and growth strategies in the future.
"We believe that this merger will be mutually beneficial to the customers,
shareholders and employees of both institutions," commented Bruce K. Weldele,
United's Chairman, President and Chief Executive Officer. "We are excited to
join with an institution with such an impressive track record of growth and
financial performance. This merger will create a substantial community bank,
and will establish an excellent foundation for future growth. The merger will
be immediately accretive to United's earnings per share, without factoring in
any expected revenue enhancements or efficiency savings."
Heritage Bank President Kevin Clark commented, "This is a merger that will
allow two quality financial institutions to enhance customer service, expand
product offerings to customers, and create value for employees and
shareholders going forward. The banks strongly complement each other, and I
look forward to the prospects of growing the combined institution."
Terms of the Merger
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Under the terms of the letter of intent, United and Heritage will merge in
a tax free reorganization pursuant to which United shareholders will own 72%
of the combined entity and Heritage shareholders will own 28% of the combined
entity. Based upon Monday's market price of United stock, the combined entity
would have a market value of approximately $33 million. The parties have
agreed that the bank holding company which results from the merger will be
called United Financial Corp. and the resulting bank will be called Heritage
Bank.
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The merger has been approved by the Boards of Directors of both companies
with the effective date expected to be in the fourth quarter of 1997, pending
the exercise of due diligence, regulatory approval and a favorable vote by
shareholders.
