-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RW1TKsw50j6sRceTc9HAs8l/X2SXnWigMn99lSu5FlDoRvG+4vgV6rvilm+CPi+j jHXpd4Uqjn12v9zCHnbllA== 0001275287-06-006349.txt : 20061205 0001275287-06-006349.hdr.sgml : 20061205 20061205093304 ACCESSION NUMBER: 0001275287-06-006349 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061205 DATE AS OF CHANGE: 20061205 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SECURITY BANCSHARES CENTRAL INDEX KEY: 0001137547 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 912112732 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-32897 FILM NUMBER: 061256054 BUSINESS ADDRESS: STREET 1: 1525 E SHAW AVENUE CITY: FRESO STATE: CA ZIP: 93710 MAIL ADDRESS: STREET 1: 1525 E SHAW AVENUE CITY: FRESNO STATE: CA ZIP: 93710 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SECURITY BANCSHARES CENTRAL INDEX KEY: 0001137547 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 912112732 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 1525 E SHAW AVENUE CITY: FRESO STATE: CA ZIP: 93710 MAIL ADDRESS: STREET 1: 1525 E SHAW AVENUE CITY: FRESNO STATE: CA ZIP: 93710 425 1 us8165.htm FORM 8-K

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: December 1, 2006

United Security Bancshares

(Exact Name of Registrant as Specified in its Charter)


California

 

000-32987

 

91-2112732

(State or Other Jurisdiction
of Incorporation)

 

Commission File
Number

 

(I.R.S. Employer
Identification No.)


2126 Inyo Street , Fresno, California

 

93721

(Address of Principal Executive Offices)

 

(Zip Code)


(559) 248-4944

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2):

x

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 



Item 1.01 Entry Into a Material Definitive Agreement

          United Security Bancshares on December 1, 2006 entered into the first amendment (“First Amendment”) to the Agreement and Plan of Reorganization and Merger (“Original Agreement’) dated October 6, 2006 by and among United Security Bancshares, a California corporation (“Bancshares”); United Security Bank, a California banking corporation and wholly-owned subsidiary of Bancshares (“USB”) and Legacy Bank, N.A. a national banking association.  The First Amendment amends the Original Agreement to remove the condition on closing that the Average Closing Price as defined in the Original Agreement be less than $25, and also amends the Original Agreement to fix the Average Closing Price to no more than $25.

Item 9.01

Financial Statements and Exhibits.

 

 

(d)

Exhibits.

 

 

 

10.1  First Amendment to the Agreement and Plan of Reorganization and Merger dated October 6, 2006.




SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, United Security Bancshares has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

UNITED SECURITY BANCSHARES

 

 

 

 

 

 

Date: December 04, 2006

By:

/s/ Kenneth L. Donahue

 

 


 

 

Kenneth L. Donahue

 

 

Vice President/Chief Financial Officer




EXHIBIT INDEX

EXHIBIT #

 

DESCRIPTION


 


10.1

 

First Amendment to the Agreement and Plan of Reorganization and Merger dated October 6, 2006.



EX-10.1 2 us8165ex101.htm EXHIBIT 10.1

EXHIBIT 10.1

FIRST AMENDMENT TO THE
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER

          This First Amendment (“Amendment”) to the Agreement and Plan of Reorganization and Merger dated October 6, 2006 (the “Original Agreement”) is entered as of December 1, 2006, by and among United Security Bancshares, a California corporation (“Bancshares”); United Security Bank, a California banking corporation and wholly-owned subsidiary of Bancshares (“USB”) and Legacy Bank, N.A. a national banking association (“Legacy”).

RECITALS:

          WHEREAS, Bancshares, USB and Legacy entered into the Original Agreement, and the parties desire to amend the Original Agreement by this Amendment to lift the $25 cap on the Average Closing Price as defined in the Original Agreement.

          NOW, THEREFORE, in consideration of these premises and mutual covenants herein contained, Bancshares, USB and Legacy hereby agree as follows:

          1.          Definition of Average Closing Price.  The definition of “Average Closing Price” in the Definitions section of Article I of the Original Agreement is amended in its entirety as follows:

 

“Average Closing Price” shall mean the average of the daily closing price of a share of Bancshares Common Stock reported on the NASDAQ Global Select Market during the 20 consecutive trading days ending at the end of the fifth trading day immediately preceding the Effective Time, provided that in no event shall the Average Closing Price be more than $25.00.

          2.          Condition to Closing.  Section 7.1.6 of the Original Agreement is amended to read in its entirety as follows:

          7.1.6  The Average Closing Price shall not be less than $20.00.

          3.          References.  Upon execution and delivery of this Amendment, all references in the Original Agreement to the “Agreement,” and the provisions thereof, shall be deemed to refer to the Original Agreement, as amended by this Amendment.

          4.          No Other Amendments or Changes.  Except as expressly amended or modified by this Amendment, all of the terms and conditions of the Original Agreement shall remain unchanged and in full force and effect.

          5.          Definitions.  All capitalized terms used herein and not otherwise defined or amended shall have the meanings given to them in the Original Agreement.



          IN WITNESS WHEREOF, Bancshares, USB and Legacy have caused this Amendment to be signed by their respective officers thereunto duly authorized, all as of the date first above written.

United Security Bancshares

 

Legacy Bank

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ronnie D. Miller

 

By:

Gary L. Hong

 


 

 


Name:

Ronnie D. Miller

 

Name:

Gary L. Hong

 

 

 

 

 

 

 

 

 

 

By:

/s/ Dennis R. Woods

 

By:

Thomas E. Ray

 


 

 


Name:

Dennis R. Woods

 

Name:

Thomas E. Ray

 

 

 

 

 

United Security Bank

 

 

 

 

 

 

 

 

 

 

 

 

 

By:

/s/ Ronnie D. Miller

 

 

 

 


 

 

 

Name:

Ronnie D. Miller

 

 

 

 

 

 

 

 

By:

/s/ Dennis R. Woods

 

 

 

 


 

 

 

Name:

Dennis R. Woods

 

 

 



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