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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): May
15, 1997
United Security Bancorporation
(Exact Name of Registrant as Specified in Charter)
Washington 0-18561 91-1259511
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(State or other jurisdiction (Commission (IRS
Employer Identi-
of incorporation) File Number) fication
Number)
9506 North Newport Highway, Spokane, Washington 99218-
1200
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(Address of principal executive offices/Zip
Code)
Registrant's telephone number, including area code:
(509) 467-6949
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Item 5. Other Events
On May 15, 1997, United Securities Bancorporation (the
"Company") entered into an Agreement and Plan of
Reorganization (the "Agreement" with The Wheatland Bank
pursuant to which the Company will acquire all of the issued
and outstanding stock of The Wheatland Bank. Upon
completion of the acquisition, The Wheatland Bank will be a
wholly-owned subsidiary of the Company. The Agreement
provides that the shareholders of The Wheatland Bank will
receive approximately 2.5 shares of the Company's common
stock for each share of Wheatland common stock, subject to
certain adjustments.
Consummation of the acquisition is subject to several
conditions, including satisfactory completion by the Company
of a due diligence investigation of The Wheatland Bank,
receipt of applicable regulatory approval and approval by
The Wheatland Bank's shareholders. For information
regarding the terms of the proposed transaction, reference
is made to the press release dated May 16, 1997, which is
attached hereto as Exhibit 99 and incorporated herein by
reference.
99. Press release dated May 16, 1997, issued by United
Security
Bancorporation.
1
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EXHIBIT INDEX
Exhibit No. Title
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99. Press release dated May 16, 1997,
issued by United Security
Bancorporation
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of
1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned thereunto duly
authorized.
Dated: May 20, 1997
UNITED SECURITY BANCORPORATION
By: /s/ Chad Galloway
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Name: Chad Galloway
Title: Vice President and
Chief Financial Officer
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Len Cereghino & Co. CLIENT: UNITED SECURITY
BANCORPORATION
CORPORATE INVESTOR RELATIONS CONTACT: William C. Dashiell
2605 WESTERN AVE. Chief Executive
Officer
SEATTLE, WA 98121 (509) 467-6949
(206) 448-1996
NEWS RELEASE
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UNITED SECURITY BANCORPORATION ACQUIRES THE WHEATLAND
BANK
WITH FIVE-BRANCHES AND $69 MILLION IN ASSETS
SPOKANE, WA--MAY 16,1997--United Security Bancorporation
(NASDAQ:USBN)
today announced it has reached definitive agreement to
acquire The Wheatland Bank. Wheatland will retain its own
name and join United Security Bank and Home Security Bank as
the Bancorporation's third banking subsidiary.
The investors in The Wheatland Bank will receive
approximately 2.5 shares of United Security Bancorporation
common stock for each one of Wheatland shares. Total
consideration paid will be approximately $12.5 million. The
343,414 shares of Wheatland are closely held and do not
trade on an exchange. The merger/acquisition, which has
been approved by the boards of directors of each company,
will be accounted for as a pooling of interests. It is
expected to be completed in the third quarter of 1997,
subject to regulatory approval.
The Wheatland acquisition, combined with the acquisition
of five branches in central and eastern Washington from
Wells Fargo (NYSE:WFC) that was announced in March, will
effectively double the number of USBN's bank branch
locations. USBN currently has a total of ten branch
offices. After both acquisitions, it will have 20.
The Wheatland Bank had total assets of approximately $69
million at March 31, 1997, deposits of $61.8 million, and
loans of $45.4 million. At March 31, USBN had total assets
of $235.4 million, total deposits of $201 million, and loans
of $175.4 million. Wheatland focuses on agricultural-based
lending, with some emphasis on real estate and commercial
loans. United Security Bancorporation's loan program has a
similar focus.
"Acquiring Wheatland is a key element in our growth in
central and eastern Washington's thriving communities," said
William C. Dashiell, President and Chief Executive Officer.
"We have known management for years and are excited about
bringing their operations under the United Security
Bancorporation banner. We anticipate this acquisition can
achieve several areas of improvement, simply due to the
benefits of United Security's size and current market area.
Some of the benefits we anticipate include improved
efficiency of our operating systems and loan growth while
maintaining costs and quality. We are confident these
benefits can be accomplished while maintaining the high
quality service for which both organizations are known."
Headquartered in Davenport, Washington, The Wheatland Bank
has full service branches in Davenport, Odessa, Ritzville
and Wilbur, and a supermarket branch in Cheney. All are
communities west and south of Spokane, in the heart of
Washington's vast winter wheat-growing region.
Founded in 1979, state-chartered Wheatland had total
equity of $6.3 million at December 31, 1996. Wheatland's
return on average assets was .92% and its return on average
equity was 9.53% for 1996.
"Dick Ludeman, Wheatland's President and CEO, and his
excellent staff will bring extensive experience to our
organization and will play an integral part in helping
expand our strong franchise in this region," Dashiell noted.
"We examined several alternatives for Wheatland's future
and kept coming back to United Security," stated Roger
Underwood, Chairman of The Wheatland Bank. "We know United
Security's board and management well and believe our two
organizations will form an effective combination. We both
are local institutions dedicated to customer service,
community businesses, consumer banking and community
involvement. I am confident our employees and customers
will feel very comfortable in joining United Security."
"Wheatland's branches are located in our primary target
areas," Dashiell noted. "This acquisition is another step
in our ongoing process of bringing USBN's `simply better'
banking to Eastern Washington communities. We are excited
about the opportunity to expand our operations into these
locations, and with these people. United Security has been
very successful in achieving operating efficiencies, and we
look forward to applying this experience to these new
locations."
United Security Bancorporation is a multi-bank holding
company that currently owns two banks with banking
facilities in ten eastern Washington communities. At March
31, 1997, USBN shareholder equity was $28.9 million and
tangible book value per share was $7.83. Return on average
assets was 1.71% and return on average equity was 13.90%.
The United Security Bank subsidiary serves customers in
northeast Washington through seven offices in Spokane, the
Spokane Valley, Northpointe, Chewelah, Kettle Falls, Ione
and Colville. Home Security Bank's branch offices are
located in Yakima, Sunnyside and Prosser.
The previously-announced Wells Fargo acquisitions include:
Home Security Bank's purchase of Wells Fargo branches in
Mabton, Naches, and Walla Walla; and United Security Bank's
purchase of its branches in Davenport and Moses Lake. These
transactions are expected to be completed in July, subject
to regulatory approval.
In addition, the company owns USB Insurance, a full-line
insurance agency, USB Mortgage, a mortgage company, and USB
Leasing, a commercial leasing company. USBN closed at 12
7/8 in trading on the NASDAQ National Market System today.
NOTE: Transmitted on PR Newswire at 10:04 a.m. PDT, May 16,
1997.
