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UNITED STATES
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):
February 1, 1999
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 February 1, 1999, United Security Bancorporation,
Spokane, Washington (USBN) completed its pending merger with
Bancwest Financial Corporation (BFC). The Merger was
accomplished pursuant to an Agreement and Plan of Merger
dated November 10, 1998 (the Agreement). The Agreement was
included as Appendix A to the Joint Proxy
Statement/Prospectus dated December 28, 1998, previously
filed by USBN as part of its Registration Statement on Form
S-4 with the Securities and Exchange Commission.
Item 7. Financial Statements and Exhibits
(a) Financial statements-the requisite historical financial
Information was included with the Joint Proxy
Statement/Prospectus dated December 28, 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 December 28, 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 February 2,
1999
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: February 1, 1999
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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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 USBN (509) 467-6949
(206) 448-1996 Wes Colley,
President & Chairman
NEWS RELEASE Bank of the West
(509)527-3800
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UNITED SECURITY BANCORPORATION COMPLETES ACQUISITION OF BANK
OF THE WEST; USBN TOTAL ASSETS TO TOP ONE-HALF BILLION
DOLLARS FOR FIRST TIME
Spokane and Walla Walla, WA-February 2, 1999-United
Security Bancorporation (NASDAQ: USBN) today announced it
has completed the acquisition of Bancwest Financial
Corporation, the holding company for Bank of the West.
Shares of Bancwest Financial are closely held and were not
publicly traded.
The acquisition immediately increases USBN total assets to
more than one-half billion dollars. Earlier today, USBN
reported total 1998 assets of $405 million and net income
without nonrecurring items of $1.08 per share, diluted.
The acquisition will be tax free to shareholders and is
treated as a pooling of interests transaction for accounting
purposes. Shareholders of both companies approved the
merger at special shareholders meetings on Friday, January
29; the acquisition closed February 1.
"We expect this acquisition to be accretive to 1999
earnings. Bank of the West is a very profitable and high-
quality organization, with an operating culture very much
like ours," noted Richard C. Emery, President and Chief
Executive Officer of United Security Bancorporation. "In
keeping with our corporate strategy, Bank of the West will
retain its own name, staff, and Board of Directors. It
joins USBN's existing family of community banks as our fifth
independent banking subsidiary, giving us a total of 32
offices. Three Bank of the West board members are joining
USBN's Board of Directors.
"Bank of the West out-performs its peers by every measure,"
Emery said. "Its return on average assets exceeded 2.00%
for the past three calendar years and return on average
equity ranged from 17-22% during 1993-1997. Over the past
five years, net loan losses have averaged just 0.15% of
total loans outstanding per year. The bank is highly
efficient and will immediately improve our corporate
efficiency ratios.
"We have already sold our existing Home Security Bank
branch building in Walla Walla, which we acquired from Wells
Fargo in 1997, and the staff will be combined with Bank of
the West's headquarters branch. This move will improve
customer service and efficiency, and there will be no
related layoffs. While acquisition expenses and the sale of
the Home Security branch building cost about four cents per
share in earnings during the just-reported fourth quarter,
we are excited about the long-term contributions of this
acquisition," he added. Walla Walla is the commercial hub
of southeastern Washington State, located on both the
Columbia and Snake Rivers near Idaho and Oregon.
In addition to its headquarters and two branches in Walla
Walla, Bank of the West has full service bank branches in
Waitsburg and Dayton, east of Walla Walla in southeastern
Washington. At December 31, 1998, Bank of the West had
approximately $108 million total assets, $70 million net
loans, and $94 million deposits. On a pro forma combined
basis, USBN would have had approximately $513 million total
assets, $363 million net loans, and $453 million deposits at
December 31, 1998.
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"By combining with United Security we are assuring Bank of
the West's continued dynamic performance," noted Wes Colley,
President and Chairman of Bancwest Financial Corporation.
"We believe this move provides excellent liquidity for our
shareholders while maintaining the bank's legendary high
quality service. USBN's record of retaining the local
names, staff, boards and customer service of its bank
subsidiaries was instrumental in our decision to join them."
Under previously reported terms of the agreement, Bancwest
Financial shareholders will receive approximately 4.7 shares
of USBN common stock for each share of Bancwest common stock
they own.
United Security Bancorporation is a multi-bank holding
company. Its four banking subsidiaries include United
Security Bank (based in Spokane), Home Security Bank (based
in the Yakima Valley), Bank of Pullman (based in Pullman,
near the Idaho border), and Grant National Bank (based in
Ephrata). With this acquisition, the Bancorporation
currently has 32 branch offices-31 in Central and Eastern
Washington and one in Idaho. USBN also provides full-line
insurance, mortgage, and commercial leasing services.
Safe Harbor Statement under the Private Securities
Litigation Reform Act of 1995: Statements in this news
release looking forward in time involve risks and
uncertainties including success in integrating newly-
acquired branches, improvements in efficiencies and
profitability, additional expansion opportunities, the
effect of changing economic conditions, and other risk
factors detailed in the company's Securities and Exchange
Commission filings.
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