SECURITIES AND EXCHANGE COMMISSION
Washington, D C 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 10, 1997
United Security Bancshares, Inc.
(Exact name of registrant as specified in its charter)
Alabama 0-14549 63-0843362
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
131 West Front Street, Thomasville, AL 36784
(Address of principal executive offices)
Registrant's telephone number, including area code (334) 636-5424
(Former name of former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets
On June 30, 1997, the Registrant consummated the merger (the "Merger")
of First Bancshares, Inc. ("FBI") with and into the Registrant and the merger
of First Bank & Trust ("First Bank") with and into the Registrant's wholly-
owned subsidiary, United Security Bank.
Registrant files herewith the financial statements required by Item 7 of
Form 8-K.
For additional information regarding the Merger, see the Registrant's
current reports on Form 8-K dated June 30, 1997, and July 16, 1996, its
quarterly report on Form 10-Q for the quarter ended September 30, 1996, its
annual report on Form 10-K for the year ended December 31, 1996, and its
Registration Statement on Form S-4 (Reg. No. 333-21241).
Item 7. Financial Statements and Exhibits
99(a) - Consolidated Statements of Financial Condition of FBI as of
December 31, 1996 and 1995, and FBI's Consolidated Statements of
Income, Consolidated Statement of Changes in Stockholders' Equity
and Consolidated Statements of Cash Flows for the years ended
December 31, 1996, 1995, and 1994 (incorporated by reference to
Registrant's Registration Statement on Form S-4, No. 333-21241).
99(b) - Pro Forma Combined Condensed Consolidated Statement of Condition
as of December 31, 1996 (unaudited) and Pro Forma Combined
Condensed Consolidated Statements of Income for each of the
five years ended December 31, 1996 (unaudited), and the notes
thereto (incorporated by reference to Registrant's Registration
Statement on Form S-4, No. 333-21241).
99(c) - Unaudited Pro Forma Combined Condensed Statement of Financial
Condition as of June 30, 1997, and Unaudited Combined Condensed
Consolidated Statement of Income for the Six Months ended June 30,
1997 and 1996.
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: September 10, 1997.
UNITED SECURITY BANCSHARES, INC.
By: /s/ Jack M. Wainwright, III
Jack M. Wainwright, III
President
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EXHIBIT 99(C). PRO FORMA FINANCIAL INFORMATION
The unaudited pro forma financial information has been prepared to
comply with Regulation S-X of the Securities and Exchange Commission
in connection with the filing of United Security Bancshares, Inc.'s
("USB") Form 8-K as of June 30, 1997. Such Form 8-K was filed to
announce that on June 30, 1997, USB consummated its merger with FBI.
The acquisition has been accounted for as a pooling of interests.
The following unaudited pro forma statements have been prepared based
on the historical consolidated statements of USB and FBI.
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EXHIBIT 99(C). PRO FORMA FINANCIAL INFORMATION
UNAUDITED PRO FORMA COMBINED CONDENSED
STATEMENT OF FINANCIAL CONDITION
JUNE 30, 1997
(In Thousands)
United
Security First Pro Forma
Bancshares Bancshares Adjustments Pro Forma
Inc. Inc. Dr. Cr. Combined
ASSETS:
[S] [C] [C] [C] [C] [C]
Cash and due from banks $ 8,939 $ 9,615 $ 18,554
Trading account securities 1,469 0 1,469
Investment securities available
for sale 160,158 26,108 186,266
Loans, net 66,489 139,541 206,030
Premises and equipment 4,083 2,817 6,900
Other assets 7,051 8,777 15,828
Total assets 248,189 186,858 435,047
LIABILITIES AND SHAREHOLDERS'
EQUITY
Liabilities:
Deposits $187,438 $160,440 $347,878
Borrowings 27,326 5,425 32,751
Other liabilities 3,154 1,019 4,173
Total liabilities 217,918 166,884 384,802
Shareholders' equity:
Common stock outstanding 22 240 $226(a) 36
Surplus 5,761 2,059 $221(a) 8,041
Net unrealized gain (loss) on
available for sale securities 876 154 1,030
Retained earnings 23,866 17,526 41,392
Less treasury stock (254) (5) 5(a) (254)
Total shareholders' equity 30,271 19,974 50,245
Total liabilities and
shareholders' equity $248,189 $186,858 $435,047
NOTE:
(a) The pro forma combined condensed consolidated financial statements
reflect the issuance of 1,398,629 shares of USB common stock for 100%
of the FBI common stock outstanding 239,843 shares, immediately prior
to the effective time.
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EXHIBIT 99(C). PRO FORMA FINANCIAL INFORMATION
UNAUDITED COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME
The following unaudited pro forma combined condensed consolidated statement of
income of USB has been prepared based upon the historical results of operations
of USB and FBI for the six months ended June 30, 1997. This unaudited pro forma
presents the combined revenue and expenses of USB and FBI as if the merger had
been consummated at the beginning of the fiscal year. The unaudited pro forma
combined condensed consolidated statement of income and earnings per share
presented below do not include any estimated cost savings or the benefits of
related synergies as a result of the merger. Material nonrecurring charges or
credits and related tax effects which result directly from the transaction will
be included in the income of the registrant within the twelve months succeeding
the transaction. Such charges or credits were not considered in the pro forma
combined condensed consolidated statement of income.
(In thousands except per share data)
For the Six Months Ended June 30, 1997
First
United Security Bancshares Pro Forma
Bancshares, Inc. Inc. Combined
INTEREST INCOME:
[S] [C] [C] [C]
Interest and fees on loans $3,106 $7,632 $10,738
Interest on securities 6,532 1,070 7,602
Total interest income 9,638 8,702 18,340
INTEREST EXPENSE:
Interest on deposits 3,549 3,152 6,701
Interest on borrowings 736 284 1,020
Total interest expense 4,285 3,436 7,721
NET INTEREST INCOME 5,353 5,266 10,619
PROVISION FOR LOAN LOSSES 45 723 768
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 5,308 4,543 9,851
NONINTEREST INCOME:
Service and other charges
on deposit accounts 451 461 912
Other income 237 182 419
Securities gains 335 (178) 157
Total noninterest income 1,023 465 1,488
NONINTEREST EXPENSE:
Salaries and employee benefits 1,388 1,879 3,267
Occupancy expense 192 166 358
Furniture and equipment expense 420 214 634
Other expenses 1,201 1,214 2,415
Total noninterest expense 3,201 3,473 6,674
INCOME BEFORE INCOME TAXES 3,130 1,536 4,666
PROVISION FOR INCOME TAXES 857 334 1,191
NET INCOME 2,273 1,202 3,474
AVERAGE SHARES NUMBER OF OUTSTANDING 2,137,960 239,843 3,536,589
NET INCOME PER SHARE $1.06 $5.01 $0.98
Notes:
(a) Pro forma average shares outstanding reflect the issuance of 1,398,629
shares of USB common stock for 100% of FBI common stock (239,843
shares at a conversion rate of 5.8321).
(b) Nonrecurring charges have not been reflected but will be included in
the income of the registrant within the twelve months succeeding the
transactions.
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EXHIBIT 99(C). PRO FORMA FINANCIAL INFORMATION
UNAUDITED COMBINED CONDENSED CONSOLIDATED STATEMENT OF INCOME
The following unaudited pro forma combined condensed consolidated statement of
income of USB has been prepared based upon the historical results of operations
of USB and FBI for the six months ended June 30, 1996. This unaudited pro forma
presents the combined revenue and expenses of USB and FBI as if the merger had
been consummated at the beginning of the fiscal year. The unaudited pro forma
combined condensed consolidated statement of income and earnings per share
presented below do not include any estimated cost savings or the benefits of
related synergies as a result of the merger. Material nonrecurring charges or
credits and related tax effects which result directly from the transaction will
be included in the income of the registrant within the twelve months succeeding
the transaction. Such charges or credits were not considered in the pro forma
combined condensed consolidated statement of income.
(In thousands except per share data)
For the Six Months Ended June 30, 1996
First
United Security Bancshares Pro Forma
Bancshares, Inc. Inc. Combined
INTEREST INCOME:
[S] [C] [C] [C]
Interest and fees on loans $2,728 $6,790 $ 9,518
Interest on securities 6,139 1,150 7,289
Total interest income 8,867 7,940 16,807
INTEREST EXPENSE:
Interest on deposits 3,019 3,197 6,216
Interest on borrowings 763 259 1,022
Total interest expense 3,782 3,456 7,238
NET INTEREST INCOME 5,085 4,484 9,569
PROVISION FOR LOAN LOSSES 15 215 230
NET INTEREST INCOME AFTER PROVISION
FOR LOAN LOSSES 5,070 4,269 9,339
NONINTEREST INCOME:
Service and other charges on
deposit accounts 392 454 846
Other income 75 277 352
Securities gains 240 (13) 227
Total noninterest income 707 718 1,425
NONINTEREST EXPENSE:
Salaries and employee benefits 1,452 1,555 3,007
Occupancy expense 159 162 321
Furniture and equipment expense 311 155 466
Other expenses 916 1,147 2,063
Total noninterest expense 2,838 3,019 5,857
INCOME BEFORE INCOME TAXES 2,939 1,968 4,907
PROVISION FOR INCOME TAXES 825 513 1,338
NET INCOME 2,114 1,455 3,569
AVERAGE SHARES NUMBER OF OUTSTANDING 2,137,960 237,248 3,536,589
NET INCOME PER SHARE $ .99 $6.13 $1.01
Notes:
(a) Pro forma average shares outstanding reflect the issuance of 1,398,629
shares of USB common stock for 100% of FBI common stock (239,843
shares at a conversion rate of 5.8321).
(b) Nonrecurring charges have not been reflected but will be included in
the income of the registrant within the twelve months succeeding the
transactions.
