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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):
August 27, 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 August 27, 1997 United Security Bancorporation announced
it has signed a definitive agreement to acquire closely-held
Community Bancorporation and its wholly-owned subsidiary,
Bank of Pullman. The press release is enclosed as an
exhibit.
99. Press release dated August 27, 1997, issued by
United Security
Bancorporation.
1
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EXHIBIT INDEX
Exhibit No. Title
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99. Press release dated August 27,
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: August 27, 1997
UNITED SECURITY BANCORPORATION
By: /s/ Chad Galloway
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Name: Chad Galloway
Title: Vice President and
Chief Financial Officer
2
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<S> <C> <C>
Len Cereghino & Co. CLIENT: UNITED SECURITY
BANCORPORATION
CORPORATE INVESTOR RELATIONS CONTACT: William C. Dashiell
2605 WESTERN AVE. Chief Executive
Officer
SEATTLE, WA 98121 (509) 467-6993
(206) 448-1996 Gary E. Schell,
NEWS RELEASE Bank of Pullman CEO
(509) 332-1561
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UNITED SECURITY BANCORPORATION TO ACQUIRE THE BANK OF
PULLMAN
WITH SEVEN BRANCHES AND APPROXIMATELY $58 MILLION IN
ASSETS
SPOKANE, WA-August 27,1997-United Security Bancorporation
(NASDAQ:USBN) today announced it has signed a definitive
agreement to acquire closely-held Community Bancorporation
and its wholly-owned subsidiary, Bank of Pullman, for
approximately $11.96 million in cash. Bank of Pullman has
been approved to enter the Idaho market by becoming an Idaho
state-chartered bank. The bank will retain its own name and
operate as a subsidiary of USBN.
Headquartered in Pullman, WA, Bank of Pullman had
approximately $58.2 million in assets, $50.9 million in
deposits, $34.1 million in loans and $7.0 million in
shareholder equity at June 30, 1997. The merger, which has
been approved by the board of directors of each company,
will be accounted for as a purchase. It is expected to be
completed by the end of the year, subject to regulatory and
Community Bancorporation shareholder approval. Currently,
USBN owns United Security Bank and Home Security Bank;
acquisition of The Wheatland Bank is pending.
Pullman is the commercial center for the Palouse, the
prime winter wheat growing region in eastern Washington, and
the home of Washington State University. The bank's six
Washington offices serve an area adjacent to the Idaho state
border and approximately 80 miles south of Spokane. None of
its branches in Pullman, Colton, Palouse, and Uniontown
overlap the existing 15 branches in United Security
Bancorporation's system or the five branches in Wheatland's
system.
Bank of Pullman recently opened a branch in Moscow, ID,
after receiving regulatory approval to become an Idaho state-
chartered bank. Located 10 miles east of Pullman, Moscow is
home of the University of Idaho.
"We have long eyed the Idaho market," said William C.
Dashiell, president and CEO of United Security
Bancorporation. "With its Idaho charter, Bank of Pullman
will become a key element in our growth beyond central and
eastern Washington's thriving communities. Gary Schell,
Pullman's President, 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.
"While Bank of Pullman is small, it is very aggressive.
We expect this acquisition to contribute directly to our
earnings performance next year," Dashiell added. "Our total
corporate efficiency ratio is running below 60% and both
Home Security and United Security Banks are even more
efficient. We have been able to consolidate back office
operations of our subsidiaries, which keeps our overall
expenses in line. Although it may take a few months, we
expect these efficiencies to be incorporated into our new
subsidiaries very rapidly."
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USBN-Agrees to Acquire Bank of Pullman
Page 2
"After extensive research, we concluded that United
Security offers the best alternatives for our bank's
future," Bank of Pullman President Gary Schell stated.
"Like us, they are aggressive managers who are also
dedicated to customer service, community businesses,
consumer banking and community involvement. Both banks are
local institutions that tailor their products and services
to specifically meet customer's needs.
"We know United Security's board and management well and
believe this will be an effective combination. We are
confident our employees and customers will be comfortable
under United Security's umbrella," Schell added.
The Bank of Pullman focuses on a balanced program of
agriculture, business and commercial, and real estate
lending. This lending focus is similar to that of United
Security Bancorporation's other banking subsidiaries.
Founded in 1970, state-chartered Bank of Pullman reported
net income of $906,000 in 1996. As a result of this
performance the bank's return on average assets was 1.53%
and its return on average equity was 14.11% for the year.
At June 30, 1997, USBN total assets were $233.2 million,
shareholder equity was $29.8 million and tangible book value
per share was $8.07. Return on average assets was 1.69% and
return on average equity was 13.63%.
The Bank of Pullman acquisition, combined with the pending
acquisition of The Wheatland Bank, which has five branches
west and south of Spokane, will increase the number of
USBN's bank branch locations to 27. USBN currently has 15
branch offices, following the recently-acquired five
branches from Wells Fargo (NYSE:WFC).
United Security Bancorporation is a multi-bank holding
company. Its United Security Bank subsidiary serves
customers in northeastern Washington, while Home Security
Bank's branch offices are located in Central Washington and
the Yakima Valley. In addition, the company owns USB
Insurance, a full-line insurance agency, USB Mortgage, a
mortgage company, and USB Leasing, a commercial leasing
company.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995: Statements in this news
release looking forward in time involve risk and
uncertainties, including shareholder and regulatory
approvals, completion of the due diligence process, success
of acquiring new locations and integrating newly-acquired
branches, additional expansion opportunities, changes in the
regulatory environment in Idaho regarding interstate
banking, and other risk factors detailed in the company's
Securities and Exchange Commission filings.
NOTE: Transmitted on PR Newswire at 10:15 a.m. PDT, August
27, 1997.
