<COVER LETTER>
(205) 254-1000
Writer's Dirert Dial: (205) 254-1084
February 7, 1997
FILED VIA EDGAR
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Re: United Security Bancshares, Inc./Amendment No. 1
to Registration Statement (333-21241)
On behalf of our client, United Security Bancshares, Inc.,
transmitted herewith for filing is Amendment No. 1 to Registration
Statement (333-21241) on Form S-4. The Registration Statement
was initially filed via the EDGAR system on February 6, 1997. The
sole purpose of the amendment is to provide interim financial
statements inadvertently omitted from the initial filing.
Please do not hesitate to contact the undersigned at
(205) 254-1084 if you have any questions or comments.
Very truly yours,
/s/ John P. Dulin, Jr.
John P. Dulin, Jr.
Attachment
cc: J. Michael Savage
Jack M. Wainwright, III
Larry M. Sellers
Fred L. Huggins
C. Henry Marston
Mark L. Drew
</COVER LETTER>
As filed with the Securities and Exchange Commission on February 7, 1997
Registration No. 333-21241
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
Form S-4
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
UNITED SECURITY BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
Alabama 6712 63-0843362
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification No.)
organization) Code Number)
131 West Front Street
P. O. Box 249
Thomasville, AL 36784
(334) 636-5424
(Address, including zip code, and telephone number of registrant's
principal executive office)
JACK M. WAINWRIGHT, III
President and Chief Executive Officer
131 West Front Street
P. O. Box 249
Thomasville, AL 36784
(334) 636-5424
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Copies to:
C. HENRY MARSTON J. MICHAEL SAVAGE
Walston, Wells, Anderson & Bains Maynard, Cooper & Gale, P.C.
500 Financial Center 1901 Sixth Avenue North
505 20th Street North Suite 2400
Birmingham, Alabama 35203 Birmingham, Alabama 35203
Approximate date of commencement of proposed sale of the securities
to the public: As soon as practicable after this Registration Statement
has become effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance
with General Instruction G, check the following box.
The registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until
the Registration Statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
On February 6, 1997, registrant filed a Registration Statement
on Form S-4 (333-21241) but inadvertently omitted interim financial
statements from Appendix C to the Joint Proxy Statement and Prospectus
included therein. Said interim financial statements are included in
this Amendment No. 1.
<TABLE>
FIRST BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENT OF CONDITION (UNAUDITED)
ASSETS
<CAPTION>
September 30
1996
(In Thousands)
<S> <C>
Cash and due from banks $ 6,267
Interest-bearing cash balances with depository institutions 15
Equity in unconsolidated investee 613
Securities available for sale 35,751
Investment securities 613
Other investments 3,086
Loans, net of unearned income 138,595
Less: Allowance for loan losses (1,670)
Loans, net 136,925
Premises and equipment, net 2,691
Intangibles, net 3,742
Other assets 3,158
Totals $ 192,879
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits $ 162,163
Advance from FHLB 5,412
Short-term borrowings 2,269
Long-term debt 3,380
Accrued expenses and other liabilities 1,561
Total liabilities 174,785
Stockholders' Equity:
Common stock, par value $1; 500,000 shares authorized,
240,000 shares issued 240
Paid-in surplus 2,059
Retained earnings 16,077
Unrealized loss on securities available for sale, net of taxes (277)
Treasury stock at cost, 157 shares (5)
Total stockholders' equity 18,094
Totals $ 192,879
<FN>
See Notes to the Unaudited Condensed Consolidated Financial Statements.
</TABLE>
<TABLE>
FIRST BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
For the nine months
ended September 30,
1996 1995
(In Thousands, Except
Shares and Per Share Amounts)
Interest income:
<S> <C> <C>
Interest and fees on loans $ 10,459 $ 8,356
Interest on investments 1,569 1,649
Other interest income 181 400
Total interest income 12,209 10,405
Interest expense:
Interest on deposits 4,825 4,268
Interest on short-term borrowings and
FHLB advance 210 79
Interest on long-term debt 210 218
Total interest expense 5,245 4,565
Net interest income before provision
for loan losses 6,964 5,840
Provision for loan losses 351 178
Net interest income after provision
for loan losses 6,613 5,662
Noninterest income:
Service charges on deposit accounts 812 648
Securities losses, net (44) (11)
Net trading account profit - 280
Other noninterest income 285 181
Total noninterest income 1,053 1,098
Noninterest expense:
Salaries and employee benefits 2,452 1,907
Occupancy and equipment expense 480 419
Other noninterest expense 1,652 1,603
Total noninterest expense 4,584 3,929
Income before applicable income taxes 3,082 2,831
Income tax expense 855 841
Net income $ 2,227 $ 1,990
Average common shares outstanding 239,843 236,303
Net income per share $ 9.28 $ 8.42
<FN>
See Notes to the Unaudited Condensed Consolidated Financial Statements.
</TABLE>
<TABLE>
FIRST BANCSHARES, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
For the nine months
ended September 30,
1996 1995
(In Thousands, Except
Shares and Per Share Amounts)
<S> <C> <C>
Net cash provided by operating activities $ 3,097 $ 3,513
Cash flows from investing activities
Net decrease in interest bearing deposits
in other banks 78 674
Net increase (decrease) in federal funds sold 1,640 (1,710)
Purchases of securities available for sale 11,159) (18,579)
Proceeds from sales of securities available
for sale 2,866 13,160
Proceeds from maturities of securities
available for sale 3,414 2,756
Proceeds from maturities of investment
securities held to maturity 88 30
Purchases of investment securities held
to maturity - (1,031)
Purchase of other investments (374) -
Net increase in loans (11,137) (9,525)
Purchases of premises and equipment (585) (286)
Purchase of Centreville branch, net of
cash acquired - 1,567
Net cash used in investing activities (15,169) (12,944)
Cash flows from financing activities
Net decrease in demand and savings deposits (193) (805)
Net increase in certificates of deposit and
other time deposits 4,490 6,396
Net increase in short-term debt 2,229 2,567
Principal payments on long-term debt (215) (1,255)
Proceeds from long-term debt - 3,755
Net increase (decrease) in advance from FHLB 4,974 (26)
Proceeds from sale of treasury stock - 435
Dividends paid (223) (102)
Net cash provided by financing activities 11,062 10,965
Net (decrease) increase in cash and due from banks (1,010) 1,534
Cash and due from banks at beginning of year 7,277 3,389
Cash and due from banks at end of year $ 6,267 $ 4,923
Supplemental Cash Flow Information
Selected cash payments and noncash activities
were as follows:
Cash payments for income taxes $ 569 $ 327
Cash payments for interest 5,262 4,315
Noncash investing and financing activity
Assets acquired by assuming directly
related liabilities - 47,005
<FN>
See Notes to the Unaudited Condensed Consolidated Financial Statements.
</TABLE>
FIRST BANCSHARES, INC. AND SUBSIDIARY
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
NOTE A - BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included.
Operating results for the nine months ended September 30, 1996 are
subject to year-end audit and are not necessarily indicative of the
results of operations to be expected for the year ended December
31, 1996.
NOTE B - COMMITMENTS AND CONTINGENCIES
The Company's subsidiary bank makes loan commitments and incurs
contingent liabilities in the normal course of business which are
not reflected in the consolidated statement of condition.
NOTE C - SECURITIES AVAILABLE FOR SALE AND INVESTMENT SECURITIES
The Bank's investments in securities as of January 1, 1994 and
thereafter are classified in three categories and accounted for as
follows as required by FAS 115.
-- Trading Account Securities. Government bonds and
mortgage backed securities held principally for resale in
the near term are classified as trading securities and
recorded at their fair values. Unrealized gains and
losses on trading securities are included in other
income.
-- Investment Securities to Be Held to Maturity. Bonds,
notes and debentures for which the Bank has the positive
intent and ability to hold to maturity are reported at
cost, adjusted for amortization of premiums and accretion
of discounts which are recognized in interest income
using the interest method over the period to maturity.
-- Investment Securities Available for Sale. Securities
available for sale consist of bonds, notes, debentures,
and certain equity securities not classified as trading
securities nor as securities to be held to maturity.
Unrealized holding gains and losses, net of deferred
income tax, on securities available for sale are reported
as a net amount in a separate component of stockholders'
equity until realized.
Gains and losses on the sale of securities available for
sale are determined using the specific-identification
method.
NOTE D - BRANCH ACQUISITION
On February 17, 1995, the Bank acquired the assets of the
Centreville and Woodstock branches of The Peoples Bank of Elba by
assumption of the branches' liabilities and a premium payment of
$2,725,000. The premium payment has been capitalized as goodwill
and is being amortized over a fifteen year period.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. Indemnification of Directors and Officers.
The Alabama Business Corporation Act (the "ABCA") gives Alabama
corporations broad powers to indemnify their present and former
directors and officers against expenses incurred in the defense of
any lawsuit to which they are made parties by reason of being or
having been such directors or officers. Subject to specific
conditions and exclusions, the ABCA requires an Alabama corporation
to indemnify directors and officers who successfully defend
actions, and it permits a corporation to indemnify its directors
and officers under other circumstances as the corporation deems
appropriate, if certain statutory standards are met. The
indemnification required and permitted under the ABCA is not
exclusive of any other rights to which those indemnified may be
entitled under any statute, provision of the articles of
incorporation, by-law, agreement, vote of shareholders or
disinterested directors or otherwise. The ABCA also authorizes
Alabama corporations to buy directors' and officers' liability
insurance.
Although USB's By-laws are silent regarding director and officer
indemnification, USB's current Articles of Incorporation, as
amended, mandate that USB shall indemnify its directors and
officers in all cases expressly authorized under the ABCA in which
the specified standards have been met. In general, the applicable
standard is that the individual shall have acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful. If the director or officer has been
successful in defending a proceeding, however, indemnification is
mandatory without reference to any such standard. On the other
hand, indemnification is not permitted with respect to litigation
brought by or in the right of the corporation in which the officer
or director is adjudged liable to the corporation or in connection
with any proceeding in which the officer or director is adjudged
liable on the basis that personal benefit was improperly received
by him. This restriction does not apply, however, to the extent
that the court in which the action is brought determines that such
officer or director is entitled to indemnity for particular
expenses.
In addition, USB has entered into an Indemnification Agreement
with each of its directors that provides indemnification to the
fullest extent authorized by the law. These Indemnification
Agreements, like the Articles of Incorporation, as amended, take
advantage of the ABCA's provisions allowing for expansion upon
statutory indemnification and are intended to provide the broadest
rights of indemnification available under the ABCA.
USB has in effect a directors' and officers' liability policy
with Continental Insurance in the amount of $3,000,000. This
policy provides for indemnification of USB's officers and directors
against losses arising from claims asserted against them in their
capacities as officers and directors, subject to limitations and
conditions set forth in the policy.
Item 21. Exhibits and Financial Statement Schedules.
(a) Exhibits:
2.1* Agreement and Plan of Merger dated as of August 19,
1996, is found at Appendix A to the Joint Proxy
Statement and Prospectus included in Part I of
Registration Statement on Form S-4 (333-21241).
3.1 Amended and Restated Articles of Incorporation,
filed as Exhibit 3(c) to Registrant's Form 10-Q for
the quarter ended June 30, 1995 (No. 0-14549), is
incorporated herein by reference.
3.2 Bylaws, filed as Exhibit 3(d) to Registrant's Form
10-K for the year 1987 (No. 0-14549), is incorporated
herein by reference.
5.1* Opinion of Maynard, Cooper & Gale, P.C. re legality
dated February 6, 1997.
8.1** Opinion of Maynard, Cooper & Gale, P.C. re tax matters
dated ______________, 1997.
8.2** Opinion of Walston, Wells, Anderson & Bains re tax
matters dated ___________, 1997.
10.1** Form of Employment Contract between Registrant and
Jack M. Wainwright, III.
10.2 Form of Indemnification Agreement filed as Exhibit
10(e) to Registrant's Form 10-K for the year 1994
(No. 0-14549) is incorporated herein by reference.
10.3 Option Agreement dated July 16, 1996, from First
Bancshares, Inc. for the benefit of the Registrant
filed as Exhibit 99.2 to Registrant's Form 8-K dated
July 16, 1996 (No. 0-14549) is incorporated herein
by reference.
10.4 Option Agreement dated July 16, 1996, from the
Registrant for the benefit of First Bancshares,
Inc. filed as Exhibit 99.3 to Registrant's Form 8-K
dated July 16, 1996 (No. 0-14549) is incorporated
herein by reference.
10.5* Agreement for Computer Services dated September 1,
1993, between First Data Services, Inc. and First
Bank and Trust.
10.6* Agreement for Bookkeeping Services dated June 3, 1994,
between First Banking Services, Inc. and First Bank
and Trust.
13.1 Registrant's 1995 Annual Report on Form 10-K for
the year ended December 31, 1995 (No. 0-14549), is
incorporated herein by reference.
13.2 Registrant's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1996 (No. 0-14549), is
incorporated herein by reference.
21.1 Subsidiaries of Registrant, filed as Exhibit (22) to
Registrant's Form 10-K for the year 1995 (No.0-14549),
is incorporated herein by reference.
23.1* Consent of Smith, Dukes & Buckalew.
23.2* Consent of Dudley, Hopton, Jones, Sims & Freeman.
23.3* Consent of Maynard, Cooper & Gale, P.C. is included
in their opinion re legality filed as Exhibit 5.1
hereto.
23.4** Consent of Maynard, Cooper & Gale, P.C. is included
in their opinion re tax matters filed as Exhibit 8.1
hereto.
23.5** Consent of Walston, Wells, Anderson & Bains is included
in their opinion re tax matters filed as Exhibit 8.2
hereto.
23.6* Consent of Baxter Fentriss and Company
23.7* Consent of Chaffe & Associates, Inc.
23.8* Consents of persons named to become directors of
Registrant upon consummation of the Merger.
24.1* Power of Attorney (contained on signature page of the
Registration Statement).
99.1* Form of Proxy to be used at United Security Bancshares,
Inc. special meeting.
99.2* Form of Proxy to be used at First Bancshares, Inc.
special meeting.
_________________________
* Filed with Registration Statement on Form S-4 (333-21241).
** To be filed by amendment.
(b) Financial Statement Schedules:
None.
Item 22. Undertakings.
(a) 1. The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person
to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference
in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities
Exchange Act of 1934; and where interim financial information
required to be presented by Article 3 of Regulation S-X are
not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
2. Insofar as an indemnification for liabilities arising
under the Securities Act of 1933 (the "Act") may be permitted
to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to
requests for information that is incorporated by reference into
the prospectus pursuant to Items 4 10(b), 11, or 13 of this Form,
within one business day of receipt of such request, and to send
the incorporated documents by first class mail or other equally
prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration
statement through the date of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means
of a post-effective amendment all information concerning a
transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration
statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this Amendment No. 1 to its Registration
Statement (333-21241) to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Thomasville, Alabama, on the
7th day of February, 1997.
UNITED SECURITY BANCSHARES, INC.
By: /s/ Jack M. Wainwright, III
--------------------------------------
Jack M. Wainwright, III, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of
1933, this Amendment No. 1 to Registration Statement (333-21241) has
been signed below by the following persons in the capacities indicated
on the dates indicated below.
Signature Title
/s/ Jack M. Wainwright, III President, Chief February 7, 1997
- --------------------------- Executive Officer,
Jack M. Wainwright, III and Director (Principal
Executive Officer)
/s/ Larry M. Sellers Treasurer (Principal February 7, 1997
- --------------------------- Financial Officer,
Larry M. Sellers Principal Accounting
Officer)
* Director February 7, 1997
- ---------------------------
Gerald P. Corgill
Director __________, 1997
- ---------------------------
Roy G. Cowan
* Director February 7, 1997
- ---------------------------
William G. Harrison
* Director February 7, 1997
- ---------------------------
Hardie B. Kimbrough
Director __________, 1997
- ---------------------------
James L. Miller
* Director February 7, 1997
- ---------------------------
D. C. Nichols
* Director February 7, 1997
- ---------------------------
Harold H. Spinks
* Director February 7, 1997
- ---------------------------
James C. Stanley
Director __________, 1997
- ---------------------------
Howard M. Whitted
/s/ Larry M. Sellers
- --------------------
Larry M. Sellers
Attorney-in-Fact
_______________________
* By Power-of-Attorney
