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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): July
20, 1998
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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UNITED SECURITY BANCORPORATION
Item 2. Acquisition or Disposition of Assets
Effective July 20, 1998, United Security Bancorporation,
Spokane, Washington (USBN) completed its pending acquisition
of Grant National Bank (GNB). The acquisition was
accomplished pursuant to an Agreement and Plan of
Consolidation dated as of March 24, 1998 (Agreement). The
Agreement was included as Exhibit (2) to the Form 8-K filed
by USBN dated March 24, 1998.
Item 7. Financial Statements and Exhibits
(a) Financial statements - the requisite historical
financial
information was included with the Joint Proxy
Statement/
Prospectus dated June 15, 1998, previously filed
by USBN as
part of its Registration Statement on Form S-4
with the
Securities and Exchange Commission.
(b) Pro forma financial information - the requisite
pro forma
financial information was included with the Joint
Proxy
Statement/Prospectus dated June 15, 1998,
previously filed by
USBN as part of its Registration Statement on Form
S-4 with
the Securities and Exchange Commission.
(c) Exhibits:
(99) Press release issued by USBN dated July 20,
1998 to
announce the completion of the acquisition
of GNB.
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: July 22, 1998
UNITED SECURITY BANCORPORATION
By: /s/ Richard C. Emery
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Name: Richard C. Emery
Title: President and Chief
Executive Officer
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<TABLE>
Exhibit 99
<S> <C> <C>
Len Cereghino & Co. CLIENT: UNITED SECURITY
BANCORPORATION
CORPORATE INVESTOR RELATIONS CONTACT: Richard C. Emery
2605 WESTERN AVE. President & CEO
SEATTLE, WA 98121 United Security
(509) 467-6949
(206) 448-1996 Larry Mitson,
President
NEWS RELEASE Grant National (509)
754-5650
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UNITED SECURITY BANCORPORATION COMPLETES ACQUISITION OF
GRANT NATIONAL BANK
Spokane, WA-July 20, 1998-United Security Bancorporation
(NASDAQ: USBN) today announced it has completed its
acquisition of Grant National Bank for a total consideration
of approximately $10 million in USBN stock, following
approval by Grant National shareholders and regulatory
agencies. The transaction will be treated as a pooling of
interests for accounting purposes.
Headquartered in Ephrata, WA, Grant National will retain
its own name, staff, and Board of Directors, and will
operate as USBN's fourth independent banking subsidiary.
The bank's second branch is in the city of Moses Lake, WA.
"Both Grant National and United Security focus on small
business banking and superb customer service," said Richard
C. Emery, President and Chief Executive Officer. "Grant
National Bank is a logical extension of our presence in
Central Washington. We expect this acquisition to be
accretive to earnings during 1999 and cause only minor
dilution to earnings in the first year. Larry Mitson,
Grant's president, and his excellent staff will be integral
to our regional growth."
"United Security's growth has been very impressive and we
have similar corporate cultures," Mitson noted. "Both
companies are dedicated to fine customer service, community
businesses, consumer banking and community involvement."
Founded in 1989, Grant National Bank had approximately $32
million in total assets, $28 million in deposits, $21
million in loans and $3.4 million in total equity at March
31, 1998. the bank generated a 13.5% return on equity and
1.4% return on assets during 1997. United Security
Bancorporation had total assets of $348.9 million, total
deposits of $301.1 million, and loans of $241.5 million at
March 31.
"Our 1997 acquisition of five Wells Fargo (NYSE: WFC)
branches included a small office in Moses Lake," noted
Chairman William C. Dashiell. "We will be studying
customers' banking preferences regarding the eventual
consolidation of our staffs while providing our market area
and employees the best possible opportunities. And, we will
continue to evaluate additional, appropriate partners to
join the USBN banking family."
Based on an exchange formula tied to the average price of
USBN stock for a period prior to closing, Grant National
Bank shareholders will receive approximately 14 shares of
United Security Bancorporation common stock for each share
of Grant National they currently own. The 33,000 shares of
Grant National did not trade on an exchange.
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UNITED SECURITY BANCORPORATION
United Security Bancorporation is a multi-bank holding
company. Its three other banking subsidiaries include
United Security (based in Spokane), Home Security (based in
the Yakima Valley) and Bank of Pullman (based in Pullman,
near the Idaho border). With this acquisition, USBN has 26
branch offices - 25 in Central and Eastern Washington and
one in Idaho. USBN also owns USB insurance, a full-line
insurance agency, USB Mortgage, a mortgage company, and USB
Leasing, a commercial leasing company.
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