-----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, CAJTLE74YXxb1Sq6UAv/+hBVIJLqOfj/gZCenb45X/OUvZrY0Z+j6d1VnDNUWY+k 63ZyhVUxFne6I8MGW2/dMg== 0000891020-97-000698.txt : 19970505 0000891020-97-000698.hdr.sgml : 19970505 ACCESSION NUMBER: 0000891020-97-000698 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970421 ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970502 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED SECURITY BANCORPORATION CENTRAL INDEX KEY: 0000726990 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 911259511 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18561 FILM NUMBER: 97594294 BUSINESS ADDRESS: STREET 1: 9506 N NEWPORT HWY CITY: SPOKANE STATE: WA ZIP: 99218 BUSINESS PHONE: 5094676949 MAIL ADDRESS: STREET 1: 9506 N NEWPORT HWY CITY: SPOKANE STATE: WA ZIP: 99218 8-K 1 CURRENT REPORT DATED APRIL 21, 1997 1 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): April 21, 1997 United Security Bancorporation -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Washington 0-18561 91-1259511 (State or other jurisdiction (Commission (IRS Employer Identi- of incorporation) File Number) fication Number)
9506 North Newport Highway, Spokane, Washington 99218-1200 ---------------------------------------------------------- (Address of principal executive offices/Zip Code) Registrant's telephone number, including area code: (509) 467-6949 Item 4. Changes in Registrant's Certifying Accountant (a) On April 22, 1997, the Audit Committee of United Security Bancorporation (the "Company") accepted the decision of the firm of McFarland & Alton, P.S. ("McFarland & Alton") to decline to stand for re-election as the independent auditor for the Company and its subsidiaries. (b) McFarland & Alton's Audit Report on the Company's financial statements for the years ended December 31, 1995, and December 31, 1996, did not contain an adverse opinion or a disclaimer of opinion nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. (c) During McFarland & Alton's audit of the Company's 1996 financial statements, McFarland & Alton noted matters involving the internal control structure and its operation that they considered to be reportable conditions under standards established by the American Institute of Certified Public Accountants. McFarland & Alton also stated in a communication with the Audit Committee: 1 2 There were disagreements with management regarding the materiality, accounting treatment, and necessary disclosures related to the Home Security Bank fraud loss. There was also a disagreement related to the existence of sufficient competent evidential matter supporting the insurance recoverability of the fraud loss as of the date of our report. These disagreements were satisfactorily resolved and management agreed to record the identified fraud loss and to disclose the uncertainties surrounding the recovery from insurance and the potential for additional losses. All of the foregoing matters have been discussed and noted in communications with the Company's Audit Committee. (d) The Audit Committee for the Company is presently in the process of selecting a new independent auditor. The Company's Audit Committee has authorized McFarland & Alton to respond fully to inquiries of the successor accountants. The Company will file a Form 8-K when the selection of the new auditor has been made. (e) A letter from McFarland & Alton addressed to the Securities and Exchange Commission is included as Exhibit 16 to this Form 8-K. Item 6. Resignations of Registrant's Directors (a) On April 21, 1997, Stan Horton, a Director of the United Security Bancorporation (the "Company") tendered his resignation from the Board of Directors of the United Security Bancorporation and any and all of its subsidiaries. Director Horton stated the basis for his resignation was his lack of faith in the internal control structure and the personnel in charge of these controls. (b) The Company has and has had in place what it believes to be appropriate internal control policies and procedures. The fraud loss was the result of circumvention of these policies and procedures. In response to the fraud loss, the Company has taken steps to further tighten and improve these polices and procedures. (c) A copy of the Director's letter is included as Exhibit 17 to this Form 8-K. Item 7. Financial Statements and Exhibits (c) Exhibits:
Number Description - ------ ----------- 16 Letter of McFarland & Alton to the Securities & Exchange Commission included herein pursuant to the requirements of Item 304(a) of Regulation S-K. 17 Resignation letter from Director Horton is included herein pursuant to the requirements of subsection (c) of Item 6.
2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: April 28, 1997 UNITED SECURITY BANCORPORATION By: /s/ Chad Galloway --------------------------------- Name: Chad Galloway Title: Vice President and Chief Financial Officer 3 EX-16 2 LETTER OF MCFARLAND & ALTON TO THE SEC 1 EXHIBIT 16 [MCFARLAND & ALTON P.S. LOGO] April 28, 1997 Securities and Exchange Commission Washington, D.C. Ladies and Gentlemen: We were previously principal accountants for United Security Bancorporation and its subsidiaries (the Company). On April 22, 1997, we advised the Company that we would decline to stand for reelection. We have read the Company's statements included under ITEM 4 of its Form 8-K dated April 28, 1997, and we agree with such statements. We are not commenting herein on the Company's statement in ITEM 6. Very truly yours, /s/ McFarland & Alton P.S. - --------------------------------- McFARLAND & ALTON P.S. EX-17 3 RESIGNATION LETTER FROM DIRECTOR HORTON 1 EXHIBIT 17 STAN HORTON P.O. BOX 3384 SPOKANE, WA 99220 April 21, 1997 William Dashiell United Security Bancorporation 9506 N. Newport Highway Spokane, WA 99218-1200 Let this letter, effective immediately, tender may resignation from the Board of Directors of United Security Bankcorporation, and any and all subsidiaries. I no longer have faith in the internal controls management has in place nor the personnel in charge of these controls. I would appreciate 120 days to move and replace our accounts with another institution. If this is not acceptable, please let me know. Sincerely, /s/ STAN HORTON - ----------------------------- Stan Horton -----END PRIVACY-ENHANCED MESSAGE-----