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Securities and Exchange Commission
Washington, D.C. 20549
RULE 13E-3 TRANSACTION STATEMENT
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
[Amendment No. 2]
UNITED BANCORP
(Name of the Issuer)
UNITED BANCORP
(Name of Person(s) Filing Statement)
Common Stock, $2.50 par value, of United Bancorp
(Title of Class of Securities)
909 446 106
(CUSIP Number of Class of Securities)
David R. Ludwig
Farleigh, Wada & Witt, P.C.
600 Bank of America Financial Center
121 S.W. Morrison Street
Portland, Oregon 97204
(503) 228-6044
(Name, address, and telephone number of person authorized
to receive notices and communications on behalf of
person(s) filing statement)
This statement is filed in connection with
(check the appropriate box):
a. __x__ The filing of solicitation materials or an information statement
subject to Regulation 14A [17 CFR 240.14a-1 to 240.14b-1],
Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or Rule 13e-
3(c) [Section 240.13e-(c)] under the Securities Exchange Act of
1934.
b. _____ The filing of a registration statement under the Securities Act
of 1933.
c. _____ A tender offer.
d. _____ None of the above.
Check the following box if the soliciting material or information statement
referred to in checking box (a) are preliminary copies: _____.
Calculation of Filing Fee
Transaction valuation Amount of Filing Fee
$59,157* $11.83
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_____ Check box if any part of the fee is offset as provided by Rule 0-
11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
Amount Previously Paid: $_________
Form or Registration No.: __________
Filing Party: __________
Date Filed: __________
Notes:
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* 2,191 shares of the Issuer's Common Stock, $2.50 par value, redeemed for
cash consideration of $27 per share.
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INTRODUCTION
This Amendment No. 2 to Rule 13E-3 Transaction Statement is being filed by
United Bancorp (the "Corporation") with respect to the class of equity
securities of the Corporation that is subject to a Rule 13e-3 transaction. The
Corporation submitted to its stockholders at a Special Meeting of Stockholders
held on August 27, 1996 (the "Special Meeting") a proposal to approve and adopt
Articles of Amendment to its Second Restated Articles of Incorporation (the
"Articles of Amendment") providing (a) for a reduction in the number of
authorized shares of the Corporation's common stock, $2.50 par value (the
"Common Stock"), from 5,000,000 shares of Common Stock to 83,334 shares of
common stock, $150 par value (the "New Common Stock"), (b) for a 60 to one
reverse stock split of the Corporation's Common Stock, and (c) for a cash
payment in the amount of $27 per share of the currently outstanding Common
Stock in lieu of the issuance of any resulting fractional shares of the New
Common Stock to stockholders who, after the reverse stock split, own less than
one share of the New Common Stock (items (a), (b), and (c) are referred to
herein as the "Reverse Stock Split"). The stockholders approved the Articles
of Amendment at the Special Meeting. The Corporation filed the Articles of
Amendment with the Secretary of State of the State of Oregon on August 28,
1996. The Reverse Stock Split became effective upon the filing of the Articles
of Amendment with the Secretary of State of the State of Oregon, resulting in
the automatic conversion of every 60 shares of Common Stock into one share of
New Common Stock. As a result of the Reverse Stock Split, the Corporation will
acquire for cash from all stockholders who, after the Reverse Stock Split,
owned less than one share of the New Common Stock as of August 28, 1996, at a
price equal to $27 per share of Common Stock. Such stockholders also ceased to
be stockholders of the Corporation as of August 28, 1996. All other
stockholders own shares of the New Common Stock in an amount equal to the
number of shares of Common Stock which such stockholders held of record as of
August 28, 1996, divided by 60.
The following Cross Reference Sheet shows the location in the
Corporation's Proxy Statement for the Special Meeting held on August 27, 1996
(including all annexes and schedules thereto, the "Proxy Statement"), a copy of
which was filed as Exhibit (d)(1) to Amendment No. 1 to Rule 13E-3 Transaction
Statement filed July 11, 1996, and by this reference is expressly incorporated
herein, of the information required to be included in response to the items of
this Statement. The responses to the items of this Statement also incorporate
by reference from the Proxy Statement the information required to be included
in response to such items and the location of such information in the Proxy
Statement and are qualified in their entirety by the provisions of the Proxy
Statement.
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CROSS REFERENCE SHEET SHOWING LOCATION
IN PROXY STATEMENT OF INFORMATION
REQUIRED BY ITEMS IN SCHEDULE 13E-3
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SCHEDULE 13E-3 ITEM LOCATION IN PROXY STATEMENT
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1. Issuer and Class of Security Subject
to the Transaction
Item 1(a)........................... Cover Page
Item 1(b)........................... Cover Page, "Introduction - Record
Date; Quorum; Required Vote," "The
Reverse Stock Split - Voting; Voted
Required," and "Market Prices of
Shares of Common Stock; Dividends"
Item 1(c)........................... "Market Prices of Shares of Common
Stock; Dividends"
Item 1(d)........................... "Market Prices of Shares of Common
Stock; Dividends"
Item 1(e)........................... Not applicable
Item 1(f)........................... "Market Prices of Shares of Common
Stock; Dividends" and "Security
Ownership of Certain Beneficial
Owners and Management"
2. Identity and Background
Items 2(a)-(d) and (g).............. "Directors and Executive Officers"
and "Security Ownership of Certain
Beneficial Owners and Management"
Items (e) and (f)................... Not applicable
3. Past Contacts, Transactions or
Negotiations
Item 3(a)(1)........................ Not applicable
Items 3(a)(2) and (b)............... "Special Factors - Background and
Reasons for the Reverse Stock Split"
and "Special Factors -
Recommendations of the Board of
Directors of the Corporation;
Fairness of the Reverse Stock Split"
4. Terms of the Transaction
Items 4(a)-(b)...................... "The Reverse Stock Split - Amendment
of Second Restated Articles of
Incorporation to Effect Reverse Stock
Split" and "The Reverse Stock Split -
Exchange of Shares and Payment in
Lieu of Issuance of Fractional
Shares"
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5. Plans or Proposals of the Issuer or
Affiliate
Items 5(a)-(g)...................... "Special Factors - Plans for the
Corporation after the Reverse Stock
Split" and "Special Factors - Certain
Effects of the Reverse Stock Split"
6. Source and Amounts of Funds or Other
Consideration
Item 6(a)-(c)....................... "Special Factors - Source and Amounts
of Funds for and Expenses of the
Reverse Stock Split"
Items 6(d).......................... Not applicable
7. Purpose(s), Alternatives, Reasons
and Effects
Item 7(a)........................... "Special Factors - Purposes of the
Reverse Stock Split"
Item 7(b)........................... "Special Factors - Recommendations of
the Board of Directors of the
Corporation; Fairness of the Reverse
Stock Split"
Item 7(c)........................... "Special Factors - Background and
Reasons for the Reverse Stock Split"
Item 7(d)........................... "Special Factors - Certain Effects of
the Reverse Stock Split" and "Special
Factors - Certain Federal Income Tax
Consequences"
8. Fairness of the Transaction
Item 8(a)........................... "Special Factors - Recommendations of
the Board of Directors of the
Corporation; Fairness of the Reverse
Stock Split"
Item 8(b)........................... "Special Factors - Recommendations of
the Board of Directors of the
Corporation; Fairness of the Reverse
Stock Split" and "Security Ownership
of Certain Beneficial Owners and
Management"
Item 8(c)........................... "Introduction - Record Date; Quorum;
Vote Required" and "The Reverse Stock
Split - Voting; Vote Required"
Item 8(d)........................... "Special Factors - Interest of
Certain Persons in Reverse Stock
Split; Conflicts of Interest"
Item 8(e)........................... "Special Factors - Background and
Reasons for the Reverse Stock Split"
and "Special Factors -
Recommendations of the Board of
Directors of the Corporation;
Fairness of the Reverse Stock Split"
Item 8(f)........................... Not applicable
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9. Reports, Opinions, Appraisals and
Certain Negotiations
Item 9(a)-(c)....................... "Special Factors - Lack of Reports,
Opinions, and Appraisals," "Special
Factors - Recommendations of the
Board of Directors of the
Corporation; Fairness of the Reverse
Stock Split," and "Security Ownership
of Certain Beneficial Owners and
Management"
10. Interest in Securities of the Issuer
Item 10(a)-(b)...................... "Security Ownership of Certain
Beneficial Owners and Management"
11. Contracts, Arrangements or
Understandings with Respect to the
Issuer's Securities................. "Special Factors - Interest of
Certain Persons in the Reverse Stock
Split; Conflicts of Interest"
12. Present Intention and Recommendation
of Certain Persons with Regard to
the Transaction
Item 12(a)-(b)...................... "Introduction - Record Date; Quorum;
Required Vote," "Special Factors -
Recommendations of the Board of
Directors of the Corporation;
Fairness of the Reverse Stock Split,"
and "The Reverse Stock Split -
Voting; Vote Required"
13. Other Provisions of the Transaction
Item 13(a).......................... "The Reverse Stock Split - Dissenting
Stockholders' Rights"
Items 13(b) and (c)................. Not applicable
14. Financial Information
Item 14(a).......................... "Financial Information"
Item 14(b).......................... Not applicable
15. Persons and Assets Employed,
Retained or Utilized
Items 15(a) and (b)................. "Introduction - Solicitation of
Proxies"
16. Additional Information.............. Proxy Statement in its entirety
17. Material to be Filed as Exhibits.... Separately included herewith
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Item 1. Issuer and Class of Security Subject to the Transaction.
(a) The name of the issuer is United Bancorp, an Oregon corporation, and
the address of its principal executive offices is 555 S.E. Kane Street,
Roseburg, Oregon 97470.
(b) The exact title of the class of equity securities to which this
statement relates is Common Stock, $2.50 par value. The information set forth
under the captions "Introduction - Record Date, Quorum; Required Vote," "The
Reverse Stock Split Voting; Vote Required," and "Market Prices of Shares of
Common Stock; Dividends" of the Proxy Statement is incorporated herein by
reference.
(c) The information set forth under the caption "Market Prices of Shares
of Common Stock; Dividends" of the Proxy Statement is incorporated herein by
reference.
(d) The information set forth under the caption "Market Prices of Shares
of Common Stock; Dividends" of the Proxy Statement is incorporated herein by
reference.
(e) Not applicable.
(f) The information set forth under the captions "Market Prices of Shares
of Common Stock; Dividends" and "Security Ownership of Certain Beneficial
Owners and Management" of the Proxy Statement is incorporated herein by
reference.
Item 2. Identity and Background.
(a)-(d) and (g) This Statement is filed by United Bancorp, an Oregon
corporation, a bank holding corporation, with its principal executive offices
at 555 S.E. Kane Street, Roseburg, Oregon 97470. The information set forth
under the captions "Directors and Executive Officers" and "Security Ownership
of Certain Beneficial Owners and Management" of the Proxy Statement is
incorporated herein by reference.
(e) and (f) To the best of the Corporation's knowledge, each person
described under the captions "Directors and Executive Officers" and "Security
Ownership of Certain Beneficial Owners and Management" of the Proxy Statement
is a citizen of the United States and during the last five years no such person
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) and no such person was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction as a result of which
he was or is subject to a judgment, decree, or final order enjoining future
violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
Item 3. Past Contracts, Transactions or Negotiations.
(a)(1) Not applicable.
(a)(2) and (b) The information set forth under the captions "Special
Factors - Background and Reasons for the Reverse Stock Split" and "Special
Factors - Recommendations of the Board of Directors; Fairness of the Reverse
Stock Split" of the Proxy Statement is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)-(b) The information set forth under the captions "The Reverse Stock
Split - Amendment of Second Restated Articles of Incorporation to Effect
Reverse Stock Split" and "The Reverse Stock Split - Exchange of Shares and
Payment in Lieu of Fractional Shares" of the Proxy Statement is incorporated
herein by reference.
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Item 5. Plans or Proposals of the Issuer or Affiliate.
(a)-(g) The information set forth under the caption "Special Factors
- - Plans for the Corporation after the Reverse Stock Split" and "Special Factors
- - Certain Effects of the Reverse Stock Split" of the Proxy Statement is
incorporated herein by reference.
Item 6. Source and Amounts of Funds or Other Consideration.
(a)-(c) The information set forth under the caption "Special Factors
- - Source and Amounts of Funds for and Expenses of the Reverse Stock Split" of
the Proxy Statement is incorporated herein by reference.
(d) Not applicable.
Item 7. Purpose(s), Alternatives, Reasons and Effects.
(a) The information set forth under the caption "Special Factors -
Purposes of the Reverse Stock Split" of the Proxy Statement is incorporated
herein by reference.
(b) The information set forth under the captions "Special Factors -
Recommendations of the Board of Directors of the Corporation; Fairness of the
Reverse Stock Split" of the Proxy Statement is incorporated herein by
reference.
(c) The information set forth under the caption "Special Factors -
Background and Reasons for the Reverse Stock Split" of the Proxy Statement is
incorporated herein by reference.
(d) The information set forth under the caption "Special Factors -
Certain Effects of the Reverse Stock Split" and "Special Factors - Certain
Federal Income Tax Consequences" of the Proxy Statement is incorporated herein
by reference.
Item 8. Fairness of the Transaction.
(a) The information set forth under the caption "Special Factors -
Recommendations of the Board of Directors of the Corporation; Fairness of the
Reverse Stock Split" of the Proxy Statement is incorporated herein by
reference.
(b) The information set forth under the captions "Special Factors -
Recommendations of the Board of Directors of the Corporation; Fairness of the
Reverse Stock Split" and "Security Ownership of Certain Beneficial Owners and
Management" of the Proxy Statement is incorporated herein by reference.
(c) The information set forth under the captions "Introduction - Record
Date; Quorum; Vote Required" and "The Reverse Stock Split - Voting; Vote
Required" of the Proxy Statement is incorporated herein by reference.
(d) The information set forth under the caption "Special Factors -
Interest of Certain Persons in Reverse Stock Split; Conflicts of Interest" of
the Proxy Statement is incorporated herein by reference.
(e) The information set forth under the captions "Special Factors -
Background and Reasons for Reverse Stock Split" and "Special Factors -
Recommendations of the Board of Directors of the Corporation; Fairness of the
Reverse Stock Split" of the Proxy Statement is incorporated herein by
reference.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations.
(a)-(c) The information set forth under the captions "Special Factors -
Lack of Reports, Opinions, and Appraisals," "Special Effects - Recommendations
of the Board of Directors of the Corporation; Fairness of the Reverse
2
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Stock Split," and "Security Ownership of Certain Beneficial Owners and
Management" of the Proxy Statement is incorporated herein by reference.
Item 10. Interest in Securities of the Issuer.
(a)-(b) The information with respect to the ownership of and
transactions in Common Stock set forth under the caption "Security Ownership of
Certain Beneficial Owners and Management" of the Proxy Statement is
incorporated herein by reference.
Item 11. Contracts, Arrangements, or Understandings with Respect to the
Issuer's Securities.
The information set forth under the captions "Special Factors - Interest
of Certain Persons in the Reverse Stock Split; Conflicts of Interest" is
incorporated herein by reference.
Item 12. Present Intention and Recommendation of Certain Persons with Regard
to the Transaction.
(a)-(b) The information set forth under the captions "Introduction -
Record Date; Quorum; Required Vote," "Special Factors - Recommendations of the
Board of Directors of the Corporation; Fairness of the Reverse Stock Split,"
and "The Reverse Stock Split - Voting; Vote Required" of the Proxy Statement is
incorporated herein by reference.
Item 13. Other Provisions of the Transaction.
(a) The information set forth under the caption "The Reverse Stock Split
- - Dissenting Stockholders' Rights" of the Proxy Statement is incorporated
herein by reference.
(b)-(c) Not applicable.
Item 14. Financial Information.
(a) The information set forth under the caption "Financial Information"
of the Proxy Statement is incorporated herein by reference.
(b) Not applicable.
Item 15. Persons and Assets Employed, Retained or Utilized.
(a)-(b) The information set forth under the caption "Introduction -
Solicitation of Proxies" of the Proxy Statement is incorporated herein by
reference.
Item 16. Additional Information.
All of the information set forth in the Proxy Statement is incorporated
herein by reference.
Item 17. Material to be Filed as Exhibits.
(a), (b), (c), and (f) Not applicable.
(d)(1) Proxy Statement of United Bancorp for the Special Meeting of
Stockholders to be held on August 27, 1996.*
(d)(2) Proxy Card.*
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(e) Statement of appraisal rights is incorporated by reference from
Annex B to the Proxy Statement filed as Exhibit (d)(1) hereto.*
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
UNITED BANCORP
REGISTRANT
Date: September 9, 1996 By: /s/ M. John Loosley
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M. John Loosley, Vice Chairman of the
Board of Directors and President
___________________________
* Previously filed.
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EXHIBIT INDEX
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EXHIBIT DESCRIPTION PAGE
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(a), (b), (c), Not applicable.
and (f)
(d)(1) Proxy Statement of United Bancorp for the
Special Meeting of Stockholders to be
held on August 27, 1996.*
(d)(2) Proxy Card.*
(e) Statement of appraisal rights is incorporated
by reference from Annex B to the Proxy
Statement.*
__________________________
*Previously filed.
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