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Filed by Scripps Financial Corporation.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: Scripps Financial Corporation.
Commission file number: 0-26801.
DATE: July 24, 2000
CONTACT: Ron Carlson, President
Scripps Financial Corporation
(858) 720-7131
FOR IMMEDIATE RELEASE
SCRIPPS FINANCIAL CORPORATION REPORTS NET EARNINGS
OF $1.491 MILLION FOR SECOND QUARTER 2000
SAN DIEGO, CALIF., JULY 24, 2000 - San Diego headquartered Scripps Financial
Corporation (Amex: SLJ), parent company of Scripps Bank, announced net income
for the second quarter of 2000 was $1,491,000 or $.21 in diluted earnings per
share, which compares to $1,431,000 and $.21 in diluted earnings per share for
second quarter of 1999. Net income for the first six months of 2000 was
$3,338,000 or $.47 in diluted earnings per share, which is a 12.6 percent
increase over net income of $2,964,000 or $.43 in diluted earnings per share for
the first six months of 1999.
Scripps Financial Corporation ended the quarter with total assets of
$696,531,000, net loans of $420,282,000 and total deposits of $621,604,000. This
represents growth of 23 percent in total assets, 15 percent in net loans and 20
percent in deposits compared to June 30, 1999. Additionally, the Trust and
Financial Services Division reported trust assets under administration of
$807,196,000.
San Diego headquartered Scripps Financial Corporation is the parent company of
Scripps Bank. Specializing in relationship banking, Scripps Bank offers a
Private Banking atmosphere and a tradition of quality service for businesses,
professionals and individuals throughout San Diego County. The Company maintains
full service regional banking offices in La Jolla, El Cajon, Downtown San Diego,
Escondido, Kearny Mesa, Encinitas, Point Loma and Chula Vista. Scripps Bank also
delivers specialized Trust, Investment, Corporate Lending, SBA Lending,
Construction Loan and Real Estate Lending, Equipment Leasing, Residential
Lending, International, Cash Management, Online Banking, Property Management
Banking, HOA and Remittance Processing services. In 1999, Scripps Bank was
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awarded the Findley Reports "10 Year Premier Performing Bank" award. For more
information on Scripps Financial Corporation and Scripps Bank, visit the
company's web site at http://www.scrippsbank.com.
The definitive agreement to merge with U.S. Bancorp (NYSE:USB) was announced
in a press release issued June 27, 2000, whereby U.S. Bancorp will acquire
Scripps Financial Corporation in a stock transaction valued at approximately
$155 million. The acquisition, which is pending approvals by Scripps
Financial Corporation shareholders and regulators, is expected to close in
fourth quarter of 2000.
ADDITIONAL INFORMATION
Scripps Financial Corporation understands that U.S. Bancorp intends to file a
Registration Statement on Form S-4 in connection with the merger. Scripps
Financial Corporation will be distributing a Proxy Statement/Prospectus to
its shareholders. These materials will contain more information about U.S.
Bancorp, Scripps Financial Corporation, the merger and related matters.
INVESTORS ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY
STATEMENT/PROSPECTUS WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THOSE MATERIALS WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors will be able to obtain
the documents free of charge at the SEC's website (www.sec.gov). Documents
filed with the SEC are also available through commercial document-retrieval
services. In addition, documents filed with the SEC by Scripps Financial
Corporation may be obtained free of charge by contacting Scripps Financial
Corporation, Attn: Investor Relations, 5787 Chesapeake Court, Suite 104, San
Diego, CA 92123, (858) 456-2265. Documents filed with the SEC by U.S. Bancorp
will be available free of charge by contacting U.S. Bancorp, Attn: Office of
the Corporate Secretary, 601-2nd Av.S., Minneapolis,MN 55402, (612) 973-1111.
Shareholders should read the Proxy Statement/Prospectus carefully when it
becomes available before making any voting or investment decision.
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Scripps Financial Corporation, its directors and executive officers will be
soliciting proxies from the shareholders of Scripps Financial Corporation. The
directors and executive officers of Scripps Financial Corporation are identified
in the report on form 10-K filed with the SEC. These individuals beneficially
own approximately 32% of the outstanding shares of Scripps Financial
Corporation. Additional information regarding the persons who may, under SEC
rules, be deemed to be participants in the solicitation of shareholders of
Scripps Financial Corporation in connection with the proposed merger, and their
interests in the solicitation, will be included in the Proxy
Statement/Prospectus.
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STATEMENTS CONCERNING THE EXPECTED EFFECTIVE DATE OF THE MERGER, FUTURE
DEVELOPMENTS OR EVENTS, AND ANY OTHER GUIDANCE ON FUTURE PERIODS, CONSTITUTE
FORWARD-LOOKING STATEMENTS WHICH ARE SUBJECT TO A NUMBER OF RISKS AND
UNCERTAINTIES WHICH MIGHT CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM STATED
EXPECTATIONS. THESE FACTORS INCLUDE BUT ARE NOT LIMITED TO REGULATORY REVIEWS
AND APPROVALS, COMPETITION IN THE FINANCIAL SERVICES MARKETS FOR DEPOSITS,
LOANS, AND OTHER FINANCIAL SERVICES, AND GENERAL ECONOMIC CONDITIONS. THE
FORWARD-LOOKING STATEMENTS SHOULD BE CONSIDERED IN THE CONTEXT OF THESE AND
OTHER RISK FACTORS DISCLOSED IN THE COMPANY'S FILINGS WITH THE SEC.
