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1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM N/A TO N/A
----------- -----------
COMMISSION FILE NUMBER 0-16540
UNITED BANCORP, INC.
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(Exact name of registrant as specified in its Charter.)
OHIO 34-1405357
- -------------------------------------------------------------- ----------------------------------
(State or other jurisdiction of incorporation or organization) (IRS) Employer Identification No.)
201 SOUTH FOURTH STREET, MARTINS FERRY, OHIO 43935
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(Address of principal executive offices) (ZIP Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (740) 633-0445
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
COMMON STOCK, PAR VALUE $1.00 A SHARE NASDAQ REGULAR MARKET (SMALLCAP)
- ------------------------------------- -------------------------------------------
(Title of class) (Name of each exchange on which registered)
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, PAR VALUE $1.00 A SHARE
-------------------------------------
(Title of class)
INDICATE BY CHECK MARK WHETHER THE REGISTRANT (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT WAS REQUIRED TO FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES X NO
--- ---
INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO
THIS FORM 10-K. { }
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES OF THE
REGISTRANT AS OF MARCH 20, 1998.
COMMON STOCK, $1.00 PAR VALUE: $66,030,263
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THE NUMBER OF SHARES OUTSTANDING OF THE REGISTRANT'S CLASSES OF COMMON STOCK AS
OF MARCH 20, 1998.
COMMON STOCK, $1.00 PAR VALUE: 2,238,314 SHARES
-----------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
PORTIONS OF THE ANNUAL SHAREHOLDERS REPORT FOR THE YEAR ENDED DECEMBER 31, 1997
ARE INCORPORATED BY REFERENCE INTO PARTS I AND II, (INDEX ON PAGE 2)
PORTIONS OF THE PROXY STATEMENT FOR THE ANNUAL SHAREHOLDERS MEETING TO BE HELD
APRIL 15, 1998 ARE INCORPORATED BY REFERENCE INTO PART III (INDEX ON PAGE 2).
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UNITED BANCORP, INC. FORM 10-K
INDEX OF ITEMS INCORPORATED BY REFERENCE WITHIN FORM 10-K
FORM 10-K
PAGE # ITEM DESCRIPTION REFERENCE DESCRIPTION
- -----------------------------------------------------------------------------------------------------------------------------
3 Part I, Item 1, (a) Incorporated by reference to Pages 3 - 5 of the Annual Report To Shareholders.
3 Part I, Item 1, (b) Incorporated by reference to Page 22, Note 1 of the Annual Report To Shareholders.
4 Part I, Item 1, I Incorporated by reference to Pages 14 - 15 of the Annual Report To Shareholders.
5 Part I, Item 1, II, B Incorporated by reference to Page 26, Note 2 of the Annual Report To Shareholders.
7 Part I, Item 1, III, C, 4 Incorporated by reference to Page 34, Note 11 of the Annual Report To Shareholders.
7 Part I, Item 1, IV Incorporated by reference to Pages 22 - 23, Note 1 of the Annual Report To
Shareholders.
10 Part I, Item 1, V, A Incorporated by reference to Page 14 of the Annual Report To Shareholders.
11 Part I, Item 2 Incorporated by reference to Pages 3 - 5 of the Annual Report To Shareholders.
11 Part I, Item 3 Incorporated by reference to Page 33, Note 10 of the Annual Report To Shareholders.
11 Part II, Item 5 Incorporated by reference to Page 7 and Pages 36 - 37, Note 14 of the Annual Report To
Shareholders.
11 Part II, Item 6 Incorporated by reference to Front Cover fold-out of the Annual Report To
Shareholders.
11 Part II, Item 7 Incorporated by reference to Pages 8 - 16 of the Annual Report To Shareholders.
11 Part II, Item 7A Incorporated by reference to Pages 11 - 12 of the Annual Report To Shareholders.
11 Part II, Item 8 Incorporated by reference to Pages 13 and 17 - 37 of the Annual Report To
Shareholders.
12 Part III, Item 10 Incorporated by reference to Pages 4 - 7 of the Proxy Statement.
12 Part III, Item 11 Incorporated by reference to Pages 9 - 14 of the Proxy Statement.
12 Part III, Item 12 Incorporated by reference to Pages 4 - 7 of the Proxy Statement.
12 Part III, Item 13 Incorporated by reference to Page 15 of the Proxy Statement.
13 Part IV, Item 14, (a), 1 Incorporated by reference to Pages 17 - 37 of the Annual Report To Shareholders.
13 Part IV, Item 14, (a), 2 Incorporated by reference to Page 13 of the Annual Report To Shareholders.
13 Part IV, Item 14, (a), 3, Exhibit 10 Incorporated by reference to Page 14 of the Proxy Statement.
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UNITED BANCORP, INC. FORM 10-K
PART I
ITEM 1 DESCRIPTION OF BUSINESS
(a) GENERAL DEVELOPMENT OF BUSINESS
United Bancorp, Inc. (Company) is a multi-bank holding company
headquartered in Martins Ferry, Ohio. The Company has two
subsidiary banks, The Citizens Savings Bank, Martins Ferry, Ohio
(CITIZENS) and The Citizens-State Bank of Strasburg, Strasburg,
Ohio, (CITIZENS-STATE). For additional information about the
Company's location and description of business, refer to
Pages 3 - 5, Corporate Profile, in the Annual Report To
Shareholders for the year ended December 31, 1997.
(b) FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
Refer to Page 22, Note 1 of the Annual Report To Shareholders.
(c) NARRATIVE DESCRIPTION OF BUSINESS
The Company is a multi-bank holding company as defined under the
Bank Holding Company Act of 1956, as amended (the "BHC Act").
The BHC regulates acquisitions by the Company of voting shares or
assets of any bank or other company. The Company is subject to
the reporting requirements of, and examination and regulation by,
the Board of Governors of the Federal Reserve System, as well
as reporting requirements under the Securities and Exchange
Commission Act of 1934.
The Company's Banks are located in northeastern and eastern Ohio
and are engaged in the business of commercial and retail banking
in Belmont, Jefferson, Tuscarawas and Carroll counties and the
surrounding localities. The Banks provide a broad range of
banking and financial services, which include accepting demand,
savings and time deposits and granting commercial, real
estate and consumer loans. CITIZENS conducts its business
through its main office in Martins Ferry, Ohio and three branches
located in Bridgeport, Colerain and St. Clairsville, Ohio.
CITIZENS-STATE conducts its business through its main office in
Strasburg, Ohio and its four branches located in Dover, New
Philadelphia, Sherrodsville and Dellroy, Ohio.
The banking markets in which the Company's subsidiaries operate
continue to be highly competitive. CITIZENS competes for loans
and deposits with other retail commercial banks, savings and
loan associations, finance companies, credit unions and other
types of financial institutions within the Mid-Ohio
valley geographic area along the eastern border of Ohio,
extending into the northern panhandle of West Virginia.
CITIZENS-STATE, encounters similar competition for loans and
deposits throughout the Tuscarawas and Carroll County geographic
areas of northeastern Ohio.
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4
UNITED BANCORP, INC. FORM 10-K
ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED)
(c) NARRATIVE DESCRIPTION OF BUSINESS (CONTINUED)
The Company's two subsidiary banks are both subject to regulation
by the Ohio Division of Financial Institutions and the Federal
Deposit Insurance Corporation ("FDIC"). The regulations and
restrictions affecting the Banks pertain to, among other
things, allowable loans, guidelines for allowance for loan
losses, accountability for fair and accurate disclosures to
customers and regulatory agencies, permissible investments and
limitations of risk and regulation of capital requirements for
safe and sound operation of the financial institution.
The Banks have no single customer or related group of customers
whose banking activities, whether through deposits or lending,
would have a material impact on the continued earnings
capabilities if those activities were removed.
The Company itself, as a shell holding company, has no
compensated employees, CITIZENS has 56 full time employees, with
18 of these serving in a management capacity and 22 part time
employees. CITIZENS-STATE has 22 full time employees, with
7 serving in a management capacity and 11 part time employees.
The Company considers employee relations to be good at all
subsidiary locations.
(d) FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
Not applicable.
I DISTRIBUTION OF ASSETS, LIABILITIES AND STOCKHOLDERS EQUITY;
INTEREST RATES AND INTEREST DIFFERENTIAL
A Refer to Page 14 of the Annual Report To Shareholders
B Refer to Page 14 of the Annual Report To Shareholders
C Refer to Page 15 of the Annual Report To Shareholders
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UNITED BANCORP, INC. FORM 10-K
ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED)
II INVESTMENT PORTFOLIO
A The following table sets forth the carrying amount of securities
at December 31, 1997, 1996 and 1995:
DECEMBER 31,
-------------------------------------------
(In thousands) 1997 1996 1995
--------- --------- ---------
AVAILABLE FOR SALE
US Treasury obligations $ 3,308 $ 3,799 $ 7,105
US Agency obligations 26,426 23,144 19,058
State and municipal obligations 577 476 353
Other investments 890 645 592
--------- --------- ---------
$ 31,201 $ 28,064 $ 27,108
========= ========= =========
(In thousands)
HELD TO MATURITY
US Treasury obligations $ - $ - $ -
US Agency obligations 7,500 9,535 12,397
State and municipal obligations 20,492 20,259 16,965
Other investments - - -
--------- --------- ---------
$ 27,992 $ 29,794 $ 29,362
========= ========= =========
B Refer to Page 26, Note 2 of the Annual Report To Shareholders.
C Excluding holdings of U.S. Treasury securities and other agencies
and corporations of the U.S. Government, there were no investments in
securities of any one issuer exceeding 10% of the Corporation's
consolidated shareholder's equity at December 31, 1997.
III LOAN PORTFOLIO
A TYPES OF LOANS
The amounts of gross loans outstanding at December 31, 1997, 1996,
1995, 1994 and 1993 are shown in the following table according to
types of loans:
DECEMBER 31,
----------------------------------------------------------------------
1997 1996 1995 1994 1993
------------- ------------- ------------ ------------ ------------
(In thousands)
Commercial loans $ 14,384 $ 12,415 $ 10,802 $ 8,816 $ 4,532
Commercial real estate loans 45,593 41,213 35,510 28,515 24,307
Real estate loans 32,602 33,886 33,294 32,585 30,817
Installment loans 46,968 45,147 43,077 38,474 28,297
------------- ------------- ------------ ------------ ------------
Total loans $ 139,547 $ 132,661 $ 122,683 $ 108,390 $ 87,953
============= ============= ============ ============ ============
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UNITED BANCORP, INC. FORM 10-K
ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED)
III LOAN PORTFOLIO (CONTINUED)
B MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES
The following is a schedule of commercial and commercial real
estate loans at December 31, 1997 maturing or repricing within the
various time frames indicated:
ONE YEAR ONE THROUGH AFTER
(In thousands) OR LESS FIVE YEARS FIVE YEARS TOTAL
------------- -------------- -------------- ---------------
Commercial loans $ 12,766 $1,414 $ 205 $14,385
Commercial real estate loans 33,695 7,101 4,797 45,593
------------- -------------- -------------- ---------------
Total $46,461 $8,515 $5,002 $59,978
============= ============== ============== ===============
The following is a schedule of fixed rate and variable rate
commercial and commercial real estate loans at December 31, 1997
due to mature after one year:
(In thousands) FIXED RATE VARIABLE RATE TOTAL > ONE YEAR
-------------- --------------- ----------------
Commercial loans $ 1,387 $ 232 $ 1,619
Commercial real estate loans 3,419 8,479 11,898
-------------- --------------- ----------------
Total $ 4,806 $ 8,711 $ 13,517
============== =============== ================
Note: Variable rate loans are those loans with floating or
adjustable interest rates.
C RISK ELEMENTS
1. NONACCRUAL, PAST DUE, RESTRUCTURED AND IMPAIRED
LOANS
The following schedule summarizes nonaccrual loans, accruing loans
which are contractually 90 days or more past due, troubled debt
restructurings and impaired loans at December 31, 1997, 1996,
1995, 1994 and 1993:
DECEMBER 31,
---------------------------------------------------------
(In thousands) 1997 1996 1995 1994 1993
---------- ---------- -------- ---------- -----------
Nonaccrual basis $ 268 $ 79 $ 105 $ 62 $ 101
Accruing loans 90 days or greater past due 319 256 91 28 93
Troubled debt restructuring N/A N/A N/A - -
Impaired loans - - - N/A N/A
No interest was recognized on a cash received basis on impaired
loans during 1997 and 1996. $9,000 was recognized on a cash
received basis for 1995.
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UNITED BANCORP, INC. FORM 10-K
ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED)
III LOAN PORTFOLIO (CONTINUED)
1. Interest income is not reported when full loan
repayment is in doubt, typically when payments are past due over
90 days. Payments received on such loans are reported as
principal reductions.
Management analyzes commercial and commercial real estate loans
on an individual basis and classifies a loan as impaired when an
analysis of the borrower's operating results and financial
condition indicates that underlying cash flows are not adequate
to meet its debt service requirements. Often this is
associated with a delay or shortfall in payments of 90 days or
more, or when the internal grading system indicates a doubtful
classification. Loan impairment is evaluated in total for
smaller-balance loans of similar nature. Such loans include
residential first mortgage loans secured by one-to-four family
residences, residential construction loans and consumer
automobile, boat and home equity loans. The carrying values of
impaired loans are periodically adjusted to reflect cash
payments, revised estimates of future cash flows and increases in
the present value of expected cash flows due to the passage of
time. Cash payments representing interest income are reported as
such. Other cash payments are reported as reductions in carrying
value, while increases or decreases due to changes in future
payments and due to the passage of time are reported as part of
the provision for loan losses.
2. POTENTIAL PROBLEM LOANS
The Company had no potential problem loans as of December 31,
1997 which have not been disclosed in Table C 1., but where known
information about possible credit problems of borrowers causes
management to have serious doubts as to the ability of such
borrowers to comply with the present loan repayment terms and
which may result in disclosure of such loans into one of the
problem loan categories.
3. FOREIGN OUTSTANDING
Not applicable.
4. LOAN CONCENTRATIONS
Refer to Page 34, Note 11 of the Annual Report To Shareholders.
D. OTHER INTEREST-BEARING ASSETS
Not applicable.
IV SUMMARY OF LOAN LOSS EXPERIENCE
For additional explanation of factors which influence management's
judgment in determining amounts charged to expense, refer to Pages
22 - 23, Note 1 of the Annual Report To Shareholders.
7
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UNITED BANCORP, INC. FORM 10-K
ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED)
IV SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED)
A ANALYSIS OF THE ALLOWANCE FOR LOAN LOSSES
The following schedule presents an analysis of the allowance for
loan losses, average loan data and related ratios for the years
ended December 31, 1997, 1996, 1995, 1994 and 1993:
(In thousands) 1997 1996 1995 1994 1993
------------ ------------- ------------- ------------ -----------
LOANS
Loans outstanding $ 139,547 $ 132,661 $ 122,683 $ 108,390 $ 87,953
Average loans outstanding $ 136,186 $ 126,102 $ 116,331 $ 98,599 $ 81,796
(In thousands)
ALLOWANCE FOR LOAN LOSSES
Balance at beginning of year $ 2,023 $ 1,775 $ 1,438 $ 1,256 $ 1,039
Loan charge-offs:
Commercial - 29 53 - 2
Commercial real estate - - - - -
Real estate 14 - 1 - 8
Installment 275 222 98 123 69
----------- ------------ ------------ ----------- ----------
Total loan charge-offs 289 251 152 123 79
----------- ------------ ------------ ----------- ----------
Loan recoveries
Commercial 9 6 5 4 1
Commercial real estate - - - -
Real estate 3 5 - - -
Installment 49 33 19 20 24
----------- ------------ ------------ ----------- ----------
Total loan recoveries 61 44 24 24 25
----------- ------------ ------------ ----------- ----------
Net loan charge-offs 228 207 128 99 54
Provision for loan losses 444 455 465 281 271
----------- ------------ ------------ ----------- ----------
Balance at end of year $ 2,239 $ 2,023 $1,775 $ 1,438 $ 1,256
=========== ============ ============= =========== ==========
Ratio of net charge-offs to average
loans outstanding for the year 0.17% 0.16% 0.11% 0.10% 0.07%
=========== ============ ============ =========== ==========
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UNITED BANCORP, INC. FORM 10-K
ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED)
IV SUMMARY OF LOAN LOSS EXPERIENCE (CONTINUED)
B ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES
The following table allocates the allowance for possible loan
losses at December 31, 1997, 1996, 1995, 1994 and 1993. The
allowance has been allocated according to the amount deemed to be
reasonably necessary to provide for the possibility of losses
being incurred within the following categories of loans at the
dates indicated:
1997 1996
-------------------------- ------------------------
% OF LOANS % OF LOANS
(In thousands) ALLOWANCE TO TOTAL (In thousands) ALLOWANCE TO TOTAL
Loan type AMOUNT LOANS Loan type AMOUNT LOANS
------------ ------------ ------------ ----------
Commercial $ 85 10.31% Commercial $ 71 9.36%
Commercial real estate 322 32.67% Commercial real estate 292 31.07%
Real estate 480 23.36% Real estate 505 25.54%
Installment 844 33.66% Installment 453 34.03%
Unallocated 508 N/A Unallocated 702 N/A
------------ ------------ ------------ ----------
Total $2,239 100.00% Total $ 2,023 100.00%
============ =========== ============ =========
1995 1994
-------------------------- ------------------------
% OF LOANS % OF LOANS
(In thousands) ALLOWANCE TO TOTAL (In thousands) ALLOWANCE TO TOTAL
Loan type AMOUNT LOANS Loan type AMOUNT LOANS
------------ ------------ ------------ ----------
Commercial $ 109 8.81% Commercial $ 45 4.96%
Commercial real estate 348 28.94% Commercial real estate 258 29.49%
Real estate 375 27.14% Real estate 205 30.05%
Installment 359 35.11% Installment 368 35.50%
Unallocated 584 N/A Unallocated 562 N/A
------------ ------------ ------------ ----------
Total $1,775 100.00% Total $1,438 100.00%
============ =========== ============ =========
1993
-------------------------
% OF LOANS
(In thousands) ALLOWANCE TO TOTAL
Loan type AMOUNT LOANS
------------ ------------
Commercial $ 29 5.15%
Commercial real estate 157 27.64%
Real estate 180 35.04%
Installment 202 32.17%
Unallocated 688 N/A
------------ ------------
Total $ 1,256 100.00%
============ ===========
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UNITED BANCORP, INC. FORM 10-K
ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED)
V DEPOSITS
A SCHEDULE OF AVERAGE DEPOSIT AMOUNTS AND RATES
(1) Refer to Page 14 of the Annual Report To Shareholders.
(2) Refer to Page 14 of the Annual Report To Shareholders.
(3) Refer to Page 14 of the Annual Report To Shareholders.
(4) Refer to Page 14 of the Annual Report To Shareholders.
(5)- (8) Not applicable.
B OTHER CATEGORIES
Not applicable.
C FOREIGN DEPOSITS
Not applicable.
D MATURITY ANALYSIS OF TIME DEPOSITS GREATER THAN $100,000.
The following schedule details the maturities of time
certificates of deposit in amounts of $100,000 or more for the
year ended December 31, 1997:
(In thousands)
Three months or less $ 2,887
Over three through six months 2,773
Over six through twelve months 4,729
Over twelve months 6,139
------------
Total $ 16,528
E TIME DEPOSITS GREATER THAN $100,000 ISSUED BY FOREIGN OFFICES.
Not applicable.
VI RETURN ON EQUITY AND ASSETS
The ratio of net income to daily average total assets and
average shareholders' equity, and certain other ratios, are
as follows:
DECEMBER 31,
----------------------------
1997 1996 1995
------ ------ ------
Percentage of net income to:
Average total assets 1.38% 1.32% 1.18%
Average shareholders' equity 13.56% 13.49% 12.85%
Percentage of dividends declared per common
share to net income per common share - basic 34.92% 33.91% 35.00%
Percentage of average shareholders' equity
to average total assets 10.16% 9.80% 9.14%
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UNITED BANCORP, INC. FORM 10-K
ITEM 1 DESCRIPTION OF BUSINESS (CONTINUED)
VII SHORT-TERM BORROWINGS
Information concerning securities sold under agreements to
repurchase is summarized as follows:
(In thousands) 1997 1996 1995
------------- ------------- -------------
Balance at December 31, $ 8,391 $ 8,642 $ 4,469
Weighted average interest rate at December 31, 4.90% 4.63% 5.00%
Average daily balance during the year $ 8,211 $ 6,318 $ 6,198
Average interest rate during the year 4.81% 4.67% 4.99%
Maximum month-end balance during the year $ 9,316 $ 8,667 $ 7,402
Securities sold under agreements to repurchase are financing
arrangements whereby the Company sells securities and agrees to
repurchase the identical securities at the maturities of the
agreements at specified prices
No other individual component of the borrowed funds total
comprised more than 30% of shareholders' equity and
accordingly are not disclosed in detail.
ITEM 2 PROPERTIES
Refer to Pages 3 - 5, "Corporate Profile" in the Annual Report To
Shareholders.
ITEM 3 LEGAL PROCEEDINGS
Refer to Page 33, Note 10 of the Annual Report To Shareholders.
ITEM 4 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No motions were submitted to shareholders for a vote during the fourth
quarter of 1997.
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Refer to Page 7, "Shareholder Information" and Pages 36 - 37, Note 14 of
the Annual Report To Shareholders.
ITEM 6 SELECTED FINANCIAL DATA
Refer to front cover fold out, "A Decade of Progress" of the Annual
Report To Shareholders.
ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Refer to Pages 8 - 16, "Management's Discussion and Analysis" of the
Annual Report To Shareholders.
ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Refer to Pages 11 - 12, "Asset/Liability Management and Sensitivity to
Market Risks" of the Annual Report To Shareholders.
ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Refer to Pages 13 and 17 - 37 of the Annual Report To Shareholders.
ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
There were no changes in or disagreements with accountants.
11
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UNITED BANCORP, INC. FORM 10-K
PART III
ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Refer to Pages 4 - 7 of the Proxy Statement.
(b) Executive Officers of the Registrant:
James W. Everson 59 Chairman of the Board, President and Chief Executive Officer
Harold W. Price 52 Vice President - Administration
Norman F. Assenza, Jr. 52 Vice President - Operations and Secretary
Randall M. Greenwood 34 Vice President - Chief Financial Officer
James A. Lodes 52 Vice President - Lending
Ronald S. Blake 46 Treasurer
(1) Each individual has held the position noted during the past
five years, except for the following:
Harold W. Price has previously served as President and Chief
Executive Officer of The Exchange Bank of Canal Fulton from 1979
until 1984 when it was acquired by The First National Bank of
Akron, an affiliate of First Bancorp, Inc. of Ohio. From 1985
until 1992, he served as Executive Vice President and a member of
the Board of Directors of The Old Phoenix National Bank of Medina.
From 1992 to 1993, he served as Executive Vice President and
Senior Loan Officer of The Elyria Savings and Trust Company in
Elyria, Ohio. He has served as President and Chief Executive
Officer of The Citizens-State Bank of Strasburg, Strasburg, Ohio
and as Vice President of United Bancorp, Inc. since April 1, 1993.
He has served as Vice President - Administration of United Bancorp,
Inc. since April 19, 1995.
Randall M. Greenwood served as a Business Assurance Manager of
Coopers and Lybrand LLP of Columbus, Ohio from 1993 to November of
1997. He served as a Manager for BankOne Corporation in Columbus,
Ohio from February 1991 to August 1993 and as a Supervisor at
Coopers and Lybrand LLP in Columbus, Ohio from September 1986
through February 1991. He has served as Vice President - Chief
Financial Officer of United Bancorp, Inc. and as Senior Vice
President - Chief Financial Officer of The Citizens Savings Bank,
Martins Ferry, Ohio since December 1997.
James A. Lodes, served as Vice President - Commercial Lending since
December 1992 and as Senior Vice President - Lending since 1994
with The Citizens Savings Bank, Martins Ferry, Ohio and Vice
President - Lending for United Bancorp, Inc. since 1995.
ITEM 11 EXECUTIVE COMPENSATION
Refer to Pages 9 - 14 of the Proxy Statement.
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Refer to Pages 4 - 7 of the Proxy Statement.
ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Refer to Page 15 of the Proxy Statement.
12
13
UNITED BANCORP, INC. FORM 10-K
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K
(a) DOCUMENTS FILED AS PART OF FORM 10-K
1. The following consolidated financial statements appear in the 1997 Annual Report To Shareholders and are
incorporated by reference:
Report of Independent Auditors Page 17
Consolidated Balance Sheets Page 18
Consolidated Statements of Income Page 19
Consolidated Statements of Shareholders' Equity Page 20
Consolidated Statements of Cash Flows Page 21
Notes To The Consolidated Financial Statements Pages 22 - 37
2. The summary of selected quarterly results of operations appears on Page 13 in the 1997 Annual Report To
Shareholders and is incorporated by reference.
3. Exhibits
2 Reference to Form 8-K filed February 19, 1998 with the Securities and Exchange Commission
that included the Definitive Agreement related to the acquisition of Southern Ohio Community
Bancorporation, Inc.
3 (i)(ii) Articles of Incorporation of United Bancorp, Inc. including amendments and By Laws,
previously filed with the Securities and Exchange Commission on November 16, 1983.
4 Not applicable.
9 Not applicable.
10 Reference to special severance agreement on Page 14 of the Proxy Statement
11 Statement regarding computation of per share earnings (included in Note 1 to the consolidated
financial statements on page 24 of the Annual Report To Shareholders.)
12 Not applicable.
13 Reference to the Annual Report To Shareholders for the fiscal year ended December 31, 1997.
16 Not applicable.
18 Not applicable.
21.1 Reference to The Citizens Savings Bank, Martins Ferry, Ohio, incorporated on December 31, 1983,
previously filed with the Securities and Exchange Commission.
21.2 Reference to The Citizens-State Bank of Strasburg, Strasburg, Ohio, incorporated on December 31,
1924, previously filed with the Securities and Exchange Commission.
22 Not applicable.
23 Consents of Experts and Council.
24 Not applicable.
27 Financial Data Schedule
28 Not applicable.
99 Not applicable.
(b) The Company filed no reports on SEC Form 8-K during the last quarter of the period covered by this report.
13
14
UNITED BANCORP, INC. FORM 10-K
Pursuant to the requirements of Section 13 or 15(d) 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.
(Registrant) United Bancorp, Inc.
By: /s/ James W. Everson March 24, 1998
-------------------------------------------------
James W. Everson, Chairman, President & CEO
By: /s/ Randall M. Greenwood March 24, 1998
-------------------------------------------------
Randall M. Greenwood, CFO
By: /s/ Michael J. Arciello March 24, 1998
-------------------------------------------------
Michael J. Arciello
By: /s/ Herman E. Borkoski March 24, 1998
-------------------------------------------------
Herman E. Borkoski
By: /s/ John H. Clark, Jr. March 24, 1998
-------------------------------------------------
John H. Clark, Jr.
By: /s/ Dr. Leon F. Favede March 24, 1998
-------------------------------------------------
Dr. Leon F. Favede
By: /s/ John M. Hoopingarner March 24, 1998
-------------------------------------------------
John M. Hoopingarner
By: /s/ Richard L. Riesbeck March 24, 1998
-------------------------------------------------
Richard L. Riesbeck
By: /s/ Errol C. Sambuco March 24, 1998
-------------------------------------------------
Errol C. Sambuco
By: /s/ Matthew C. Thomas March 24, 1998
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Matthew C. Thomas
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UNITED BANCORP, INC. FORM 10-K
EXHIBIT INDEX
Exhibit No. Description SK Item 601 No.
----------- ----------- ---------------
13 Annual Report To Shareholders
23 Consents of Experts and Council
27.1 Financial Data Schedule 27.1997
27.2 Financial Data Schedule (Restated) 27.1996
27.3 Financial Data Schedule (Restated) 27.1995
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