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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO FORM 10-K405
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995 or
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number 2-81060-S
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UNITED BANCORP
(Exact name of Registrant as specified in its Charter)
OREGON 93-0612062
(State of incorporation) (IRS Employer Identification Number)
555 S.E. KANE STREET
ROSEBURG, OREGON 97470
(Address of principal executive offices)
(541) 440-2629
(Registrants' telephone number, including area code)
Securities registered pursuant to Section 12 (g) of the act:
None
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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 [ ]
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Indicate by check mark if disclosure of delinquent filers pursuant to item 405
of Regulation S-K (& 229.405 of this chapter) 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. [ X ]
The approximate aggregate market value of Registrant's Common Stock held by
non-affiliates of the Registrant at February 29, 1996, was $6,067,163.
The number of shares of Registrant's common stock, par value $2.50, outstanding
on February 29, 1996, was 439,761
DOCUMENTS INCORPORATED BY REFERENCE
None
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Pursuant to the instructions of Form 10-K, United Bancorp (the "Company")
hereby furnishes to the Securities and Exchange Commission a copy of its Proxy
Statement and Proxy it first mailed to its shareholders on or about April 1,
1996, in connection with its annual meeting of shareholders on April 23, 1996.
SIGNATURES
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.
UNITED BANCORP
(Registrant)
Date May 28, 1996 \s\ by David A. Jackson
-----------------------------
David A. Jackson, Chairman of
the Board of Directors
Date May 28, 1996 \s\ by M. John Loosley
----------------------------
M. John Loosley, Vice Chairman,
President, and Director
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Pursuant to the requirements of the Securities and Exchange Act of 1934, this
report has been signed by the following persons in the capacities and on the
dates indicated.
\s\ by David A. Jackson May 28, 1996
--------------------
David A Jackson, Chairman of the
Board of Directors
\s\ by M. John Loosley May 28, 1996
-------------------
M. John Loosley, Vice Chairman
President, and Director
\s\ by Gary L. Kjensrud May 28, 1996
--------------------
Gary L. Kjensrud, Vice President
and Director
\s\ by Linda A. Ganim May 28, 1996
------------------
Linda A. Ganim, Treasurer, Chief
Financial Officer and Principal
Accounting Officer
\s\ by William C. Stiles May 28, 1996
---------------------
William C. Stiles, Vice President
and Director
\s\ by Lance C. Short May 28, 1996
------------------
Lance C. Short, Director
\s\ by Lauren D. Young May 28, 1996
-------------------
Lauren D. Young, Director
\s\ by Peter Nilsen May 28, 1996
----------------
Peter Nilsen, Secretary
\s\ by Clint Newell May 28, 1996
----------------
Clint Newell, Director
\s\ by Rickar D. Watkins May 28, 1996
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Rickar D. Watkins, Director
\s\ by Brian Pargeter May 28, 1996
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Brian Pargeter, Director
\s\ by Pete Martini May 28, 1996
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Pete Martini, Director
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Supplemental Information to be Furnished With Reports Filed Pursuant
to Section 15 (d) of the Act by Registrants Which Have Not
Registered Securities Pursuant to Section 12 of the Act
(a) Except to the extent that the materials enumerated in (1) and/or (2) below
are specifically incorporated into this Form by reference (in which case
see Rule 12b-23 (d) ), every registration which files an annual report on
this Form pursuant to Section 15 (d) of the Act shall furnish to the
Commission for its information, at the time of filing its report on this
Form, four copies of the following:
(1) Any annual report to security holders covering the registrant's last
fiscal year; and
(2) Every proxy statement, form of proxy or other proxy soliciting
material sent to more than ten of the registrant's security holders
with respect to any annual or other meeting of security holders.
(b) The foregoing material shall not be deemed to be "filed" with the
Commission or otherwise subject to the liabilities of Section 18 of the
Act, except to the extent that the registrant specifically incorporates it
in its annual report on this Form by reference.
(c) If no such annual report or proxy material has been sent to security
holders, a statement to that effect shall be included under this caption.
If such report or proxy materials is to be furnished to security holders
subsequent to the filing of the annual report of this Form, the registrant
shall so state under this caption and shall furnish copies of such
material to the Commission when it is sent to security holders.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Document Page
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<S> <C> <C>
99.1 Proxy Statement (the Proxy Statement is provided solely for 99.1.1
the information of the Securities and Exchange Commission
and is not deemed "filed" as a part of the Registrant's
Annual Report of Form 10-K for the fiscal year ended
December 31, 1995)
99.2 Proxy Card (the Proxy Card is provided solely for the 99.2.1
information of the Securities and Exchange Commission
and is not deemed "filed" as a part of the Registrant's
Annual Report on Form 10-K for the fiscal year ended
December 31, 1995)
</TABLE>
<PAGE> 99.1.1
PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
UNITED BANCORP
1. VOTING SECURITIES. The number of shares of common stock entitled to
vote at the annual shareholders' meeting called for April 23, 1996, at 7:30
p.m., is 439,761. Only shareholders of record as of 5:00 p.m. on February 29,
1996, shall be entitled to vote. Each share of common stock is entitled to one
vote.
2. ELECTION OF DIRECTORS. Pursuant to Article 4 of the corporation's
bylaws, the board of directors has determined that ten (10) directors shall
serve the corporation until the 1997 annual meeting.
At the special shareholders' meeting held December 28, 1993, the
shareholders adopted Second Restated Articles of Incorporation for United
Bancorp. Among other things, the Second Restated Articles of Incorporation
provide for staggered terms of the directors. Article IV of the Second
Restated Articles of Incorporation states that the board of directors shall
be divided into three classes of directors. At the 1994 annual meeting of
shareholders, the shareholders designated Class 1, Class 2 and Class 3
directors. The Class 1 directors were elected for one (1) year terms. The
Class 2 directors were elected for two (2) year terms. The Class 3 directors
were elected for three (3) year terms. The terms of the Class 2 directors
expire at the 1996 annual shareholders' meeting. At the 1996 annual
shareholders' meeting, the Class 2 directors will each be nominated to
serve for a three (3) year term expiring at the 1999 annual meeting of
shareholders.
The persons immediately below will each be nominated to serve as Class 2
directors for three (3) year terms.
Name Principal Occupation Director Shares of Stock
or Employment Since Beneficially Owned(1)
Class 2 December 31, 1995
- -------------- ------------------------------ -------- ------------------
John Loosley President, Beaver State, Inc. 1973 8,279
William Stiles William C. Stiles & Associates 1979 2,350
Lauren D Young President, Lauren Young Tire 1986 1,438
Centers, Inc.
- -----------------------
(1) In addition to the above shares beneficially owned, directors John
Loosley, William Stiles, and Lauren Young have or share the power to vote
71,076 shares as trustees of the United Bancorp Employee Stock Ownership
Plan.
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<PAGE> 99.1.2
In addition to the above Class 2 directors who will be nominated, the
shareholders must vote for the election of two (2) Class 3 directors. Article
4 of the corporation's bylaws provides that if a vacancy occurs on the board of
directors that the vacancy shall be filled by the board of directors. Article
4 also provides that the term of a director elected by the board of directors
expires at the next shareholders' meeting at which directors are elected.
Three vacancies have occurred on the board of directors since the last meeting
of shareholders. The board of directors has opted to reduce the number of
directors to ten (10) and thereby not fill one vacancy. The board of directors
have filled two of the vacancies. The directors elected to fill the vacancies
are Brian Pargeter and Clint Newell. Terms of Class 3 directors expire at the
1997 annual meeting of shareholders. In order to comply with Article 4 of the
corporation's bylaws, the two (2) Class 3 directors immediately below will each
be nominated to serve as Class 3 directors until the 1997 annual shareholders'
meeting. At the 1997 annual shareholders' meeting, the two (2) Class 3
Directors appointed by the board of directors, or their successors, will be
nominated to serve for full three (3) year terms.
Name Principal Occupation Director Shares of Stock
or Employment Since Beneficially Owned
Class 3 December 31, 1995
- --------------- --------------------------- -------- ------------------
Brian Pargeter President, Umpqua Insurance 1995 2,569
Agency, Inc.
Clint Newell Dealer Principal, Clint 1996 -0-
Newell Motors, Inc.
Each director will serve until expiration of the director's term. Subject to
Article VIII of United Bancorp's Second Restated Articles of Incorporation,
other nominations may be made at the meeting.
It is the intention of the persons named in the Proxy to vote for the
individual directors whose names appear above as Class 2 directors and as Class
3 directors.
While there is no reason to believe that any of the above nominees for the
office of director will, prior to the date of the meeting, refuse or be unable
to accept nomination, should any person so refuse or become unable to accept,
it is the intention of the persons named in the Proxy to vote for such other
person or persons for the office of director as management may recommend.
For the information of shareholders, the Class 1 and Class 3 directors are
as follows:
Name Principal Occupation Director Shares of Stock
or Employment Since Beneficially Owned(1)
Class 1 (1998) December 31, 1995
- ------------- -------------------------------- ------ ------------------
David Jackson President, Jackson Ranch, Inc. 1979 22,813
Gary Kjensrud President, Douglas National Bank 1981 44,013
Pete Martini President, American Laminators, 1993 2,232
Inc.
Rickar Watkins President, Rick's Medical Supply, 1989 2,025
Inc.
- ---------------------------
(1) In addition to the above shares beneficially owned, director David Jackson
has the power to vote 71,076 shares as trustee of the United Bancorp Employee
Stock Ownership Plan.
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<PAGE> 99.1.3
Class 3 (1997)
Clint Newell Dealer Principal, Clint Newell 1996 -0-
Motors, Inc.
Lance Short Owner, Short Building Company 1986 7,186
Brian Pargeter President, Umpqua Insurance 1995 2,569
Agency, Inc.
The Class 1 directors were elected at the 1995 annual shareholders' meeting.
The Class 1 directors will serve until the 1998 annual shareholders' meeting.
Class 3 directors will serve until the 1997 annual shareholders' meeting.
3. UNITED BANCORP STOCK OPTION PLAN. The purpose of this plan is to
attract and retain key employees and directors of United Bancorp. The plan is
intended to encourage capital accumulation and stock ownership by key employees
and outside directors in order to increase the proprietary interest
of such individuals in the success of United Bancorp.
The executive committee of the board of directors, or its successor, shall
grant options under the plan not to exceed ninety-two thousand (92,000) shares
of which forty-two thousand (42,000) shall be reserved for issuance to United
Bancorp's directors and fifty thousand (50,000) shall be reserved for issuance
to key employees. Options may be granted as "incentive stock options"
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended, or they may be granted as "nonqualified stock options" subject to the
discretion of the executive committee. Outside directors who are not also
employees of the Company are not eligible for incentive stock options.
Twenty-five percent (25%) of each option granted under the plan shall vest
immediately, with the remaining portion vesting twenty-five percent (25%) for
each succeeding twelve (12) months of continuous service -- except in the case
of directors who shall be credited for prior service. The purchase price for
shares must be no less than one hundred percent (100%) of the fair market value
of the shares on the date the option is granted. No option granted under the
plan may be exercised after ten (10) years from the date the option is granted,
and no options may be granted after March 31, 2006. Please refer to the
attached copy of the United Bancorp Stock Option Plan for additional details
including circumstances under which vesting schedules may be accelerated.
The board of directors recommends that the shareholders approve the United
Bancorp Stock Option Plan.
4. ANNUAL REPORT. The annual report of United Bancorp for the year ended
December 31, 1995 is mailed to shareholders concurrently with this statement.
5. RATIFICATION OF AUDITORS. Upon the recommendation of the audit
committee, the board of directors has appointed Knight, Vale & Gregory, Inc.,
P.S. as independent auditors for the balance of the fiscal year ending December
31, 1996. The board of directors request ratification by the shareholders.
Knight, Vale & Gregory, Inc., P.S. was selected as the 1996 auditors by the
audit committee based on competitive requests for proposals received by United
Bancorp from four firms including Coopers & Lybrand, the current auditor.
In the event the resolution is defeated, the adverse vote will be
considered as a direction to the board of directors to select other auditors
for the next fiscal year. However, because of the difficulty and expense
associated with making any substitution of auditors once selected, it is
contemplated that the appointment for the 1996 fiscal year will be permitted to
stand unless the board of directors finds other reasons for making a change.
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<PAGE> 99.1.4
Auditing services for 1995, and a portion of 1996, were performed by
Coopers & Lybrand. Services performed by Coopers & Lybrand included: the
examination of annual financial statements, limited reviews of quarterly
financial information, preparation of the consolidated tax returns, and
consultations in connection with various financial reporting, tax and
accounting matters. Fees for the 1995 audit and audit-related services
aggregated approximately $32,500.
Ratification of the appointment of Knight, Vale & Gregory, Inc., P.S. as
independent auditors requires an affirmative majority vote of shares voting at
the meeting.
6. OTHER BUSINESS. It is not the intent of management to present any
business to the shareholders' meeting other than items referred to in the Proxy
Statement and management is not informed of any matters that may be presented
by others. If other matters should be properly presented to the meeting, it is
the intention of the persons named in the accompanying form of Proxy to vote
thereon in accordance with their judgment.
7. MISCELLANEOUS. Any person giving a Proxy in the form accompanying
this Proxy Statement has the power to revoke the Proxy at any time prior to
its exercise. The Proxy may be revoked through written notification to the
secretary of United Bancorp, by executing a proxy bearing a later date, or by
attending the meeting and election to vote. A shareholder who attends the
meeting need not revoke his or her Proxy and vote in person unless he or she
so elects. The costs of solicitation of Proxies will be paid by United
Bancorp. THE ENCLOSED PROXY IS SOLICITED ON BEHALF OF MANAGEMENT OF UNITED
BANCORP.
8. RETURN OF PROXY. Whether or not you plan to attend the shareholders'
meeting in person, please sign and date the accompanying Proxy and return it
promptly in the enclosed, stamped envelope.
DATED this 29th day of March, 1996
\s\By Peter Nilsen
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Peter Nilsen, Secretary
<PAGE> 99.2.1
PROXY
FOR
ANNUAL MEETING OF SHAREHOLDERS
OF
UNITED BANCORP
TO BE HELD APRIL 23, 1996
I, the undersigned shareholder of United Bancorp, do hereby appoint Roland
Johnson and Ronald G. Guerra, jointly and severally, and each of them, to be my
proxy agent(s) with full power of substitution to vote all shares of common
stock of United Bancorp standing in my name on its books as of 5:00 p.m. on
February 29, 1996, at the annual meeting of shareholders to be held at 7:30
p.m. on April 23, 1996, at the offices of Douglas National Bank, Roseburg,
Oregon, or any adjournments thereof. The shares represented by this proxy are
to be voted as follows:
1. ELECTION OF CLASS 2 DIRECTORS GRANTED WITHHELD
[ ] [ ]
Authority to vote for the election of each of
the class 2 directors listed below as nominees.
Class 2
-------
John Loosley
William C. Stiles
Lauren D. Young
2. ELECTION OF CLASS 3 DIRECTORS GRANTED WITHHELD
[ ] [ ]
Authority to vote for the election of each of the two
(2) Class 3 directors elected by the board of directors
to fill vacancies for terms expiring at the 1997
annual shareholders' meeting.
Class 3
-------
Brian Pargeter
Clint Newell
3. UNITED BANCORP STOCK OPTION PLAN FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Approval of the United Bancorp Stock
Option Plan.
4. RATIFICATION OF APPOINTMENT OF AUDITORS FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Ratification of the appointment of Knight,
Vale & Gregory, Inc., P.S. as independent auditors.
-99.2.1-
<PAGE> 99.2.2
5. OTHER BUSINESS
If any other business is presented at the shareholders' meeting, this Proxy
shall be voted in accordance with the recommendations of management.
Management knows of no other business to be brought before the meeting
other than matters incident to the conduct of the meeting including
ratification of the minutes of the previous shareholders' meeting.
Unless otherwise indicated, this Proxy confers authority to vote "Granted"
or "For" the above listed propositions. All acts of my proxy agent(s) done
by virtue of this Proxy are ratified and affirmed. All proxies previously
given by me for any meeting of the shareholders of United Bancorp are
hereby revoked. THIS PROXY IS SOLICITED ON BEHALF OF MANAGEMENT.
DATED this _____ day of ___________ , 1996.
___________________________
___________________________
___________________________
PLEASE DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME APPEARS ON YOUR STOCK
CERTIFICATE(S). IF STOCK IS HELD JOINTLY, SIGNATURES SHOULD INCLUDE BOTH
NAMES. TRUSTEES AND OTHERS SIGNING IN A REPRESENTATIVE CAPACITY SHOULD
INDICATE THE CAPACITY IN WHICH THEY SIGN. IF SIGNING AS A CORPORATE OFFICER,
INDICATE YOUR OFFICE OF TITLE.
