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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
(Amendment No. 3)(1)
U.S.B. Holding Co., Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
902910108
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[x] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 13 Pages
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CUSIP NO. 902910108 13G PAGE 2 OF 13 PAGES
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
U.S.B. Holding Co., Inc. Employee Stock Ownership Plan
(with 401(k) provisions)
(EIN No. 36-3197969)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OR ORGANIZATION
4 Organized under the laws of New York
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NUMBER OF 5 SOLE VOTING POWER
SHARES None (see item 4)
BENEFICIALLY ----------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH None (see item 4)
REPORTING ----------------------------------------------------------
PERSON 7 SOLE DISPOSITIVE POWER
WITH 563,442 shares (see item 4)
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8 SHARED DISPOSITIVE POWER
801,400 shares (see item 4)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,364,842 shares (see item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
8.5% (see Item 4)
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TYPE OF REPORTING PERSON*
12
EP
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 13 Pages
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CUSIP NO. 902910108 13G PAGE 3 OF 13 PAGES
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
Steven T. Sabatini
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OR ORGANIZATION
4 United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 186,216 shares (inclusive of shares issuable upon
BENEFICIALLY exercise of vested stock options; see item 4)
OWNED BY ----------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING 195 shares (see item 4)
PERSON ----------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
166,521 shares (inclusive of shares issuable
upon exercise of vested stock options; see item 4)
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SHARED DISPOSITIVE POWER
8 1,364,842 shares (see item 4)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,535,406 shares (see item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
9.5% (see Item 4)
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 13 Pages
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CUSIP NO. 902910108 13G PAGE 4 OF 13 PAGES
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
Herbert Peckman
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OR ORGANIZATION
4 United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 310,213 shares (inclusive of shares issuable upon
BENEFICIALLY exercise of vested stock options; see item 4)
OWNED BY ----------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING None (see item 4)
PERSON ----------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
310.213 shares (inclusive of shares issuable
upon exercise of vested stock options; see item 4)
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SHARED DISPOSITIVE POWER
8 1,364,842 shares (see item 4)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,675,055 shares (see item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
10.4% (see Item 4)
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 4 of 13 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
Patricia E. Acampora
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
2 (b) [ ]
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SEC USE ONLY
3
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CITIZENSHIP OR PLACE OR ORGANIZATION
4 United States
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NUMBER OF 5 SOLE VOTING POWER
SHARES 65,701 shares (inclusive of shares issuable upon
BENEFICIALLY exercise of vested stock options; see item 4)
OWNED BY ----------------------------------------------------------
EACH 6 SHARED VOTING POWER
REPORTING None (see item 4)
PERSON ----------------------------------------------------------
WITH 7 SOLE DISPOSITIVE POWER
16,933 shares (inclusive of shares issuable
upon exercise of vested stock options; see item 4)
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SHARED DISPOSITIVE POWER
8 1,364,842 shares (see item 4)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,381,775 shares (see item 4)
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11
8.6% (see Item 4)
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TYPE OF REPORTING PERSON*
12
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 13 Pages
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INTRODUCTION
The Plan named in Item 2 below is hereby filing this Schedule
13G as a qualified employee benefit plan under Rule 13d-1(b)(1). According to
Rule 13d-1(f), where two or more persons are required to file a statement with
information concerning the same securities they may file jointly as long as all
persons in the group are eligible to file the form separately. However, in order
to avoid needless repetition in filing and to promote administrative efficiency,
the Commission staff has taken the position that individuals who are the
beneficial owners of more than 5% of a class of securities may file jointly with
an eligible entity within their control where each individual owns, directly or
through an ineligible entity, less than 5% of the class and has no intention of
influencing or changing the control of the issuing company. See Fayez Sarofim,
1979-1980 FED. SEC. L. REP. [p] 82,312 (1979); Gabelli Group, Inc., Release No.
34-26005 (August 17, 1988); Warren E. Buffet and Berkshire Hathaway, Inc.
(December 5, 1986). In reliance upon this position, the Trustees named in Item 2
below hereby join with the Plan in the filing of this Schedule 13G.
ITEM 1 (a). NAME OF ISSUER:
This statement relates to the common stock, par value $0.01
per share (the "Common Stock"), issued by U.S.B. Holding Co., Inc. (the
"Company").
ITEM 1 (b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
The principal executive offices of the issuer are located at
c/o Union State Bank, 100 Dutch Hill Road, Orangeburg, New York 10962.
Page 6 of 13 Pages
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ITEM 2 (a). NAME OF PERSON FILING:
This statement is being filed by the U.S.B. Holding Co., Inc.
Employee Stock Ownership Plan (with 401(k) provisions) (the "Plan") and Steven
T. Sabatini, Herbert Peckman, and Patricia E. Acampora, who are the trustees of
the Plan (collectively referred to as the "Trustees"). The Plan was established
to hold the assets contributed by the Company and its participating employees
under the provisions contained therein.
ITEM 2 (b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The principal business address of each of the Plan and the
Trustees (Mr. Sabatini, Mr. Peckman and Ms. Acampora) is c/o Union State Bank,
100 Dutch Hill Road, Orangeburg, New York 10962.
ITEM 2 (c). CITIZENSHIP:
The Plan is organized under the laws of New York State. Mr.
Sabatini, Mr. Peckman and Ms. Acampora are all citizens of the United States.
ITEM 2 (d). TITLE OF CLASS OF SECURITIES:
The title of the class of securities to which this report
relates is Common Stock.
ITEM 2 (e). CUSIP NUMBER:
The CUSIP number of the Common Stock is 902910108.
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13d-1 (b), OR 13d-2 (b)
OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act;
(b) [ ] Bank as defined in Section 3 (a) (6) of the Exchange Act;
(c) [ ] Insurance company as defined in Section 3 (a) (19) of the
Exchange Act;
(d) [ ] Investment company registered under Section 8 of the
Investment Company Act;
(e) [ ] An Investment Adviser in accordance with Rule
13d-1 (b)(1) (ii) (E);
Page 7 of 13 Pages
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(f) [x] An employee benefit plan or endowment fund in accordance with
Rule 13d-1 (b) (1) (ii) (F);
(g) [ ] A parent holding company or control person in accordance with
Rule 13d-1 (b) (ii) (G);
(h) [ ] A savings association as defined in Section 3 (b) of the
Federal Deposit Insurance Act;
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3 (c) (14) of the Investment
Company Act;
(j) [ ] Group, in accordance with Rule 13d-1 (b) (1)(ii)(J)
If this statement is filed pursuant to Rule 13d-1 (c), check this box. [ ]
ITEM 4. OWNERSHIP
(a)-(b) Amount beneficially owned/Percent of class:
The number of shares of Common Stock, and the approximate percentage
of all issued and outstanding shares of Common Stock directly held by each of
the Plan and the Trustees as of December 31, 1998 were as follows:
<TABLE>
<CAPTION>
Reporting Number of Shares Percentage of
Person Beneficially Owned Outstanding Shares(1)
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<S> <C> <C>
Plan 1,364,842 8.5%
Mr. Sabatini 1,535,406 (2) 9.5%
Mr. Peckman 1,675,055 (3) 10.4%
Ms. Acampora 1,381,775 (4) 8.6%
</TABLE>
(1) Based upon 15,963,547 shares of Common Stock issued
and outstanding as of December 31, 1998, plus the
aggregate number of shares, if any, which the
Reporting Person has the right to acquire within 60
days pursuant to the exercise of options, warrants or
other convertible securities held by such Reporting
Person.
(2) This amount includes: (i) 1,364,842 shares of Common
Stock held by the Plan; (ii) 3,848 shares of Common
Stock held by the Company's Key Employees'
Supplemental Investment Plan (the "KESIP") and
allocated to Mr. Sabatini; (iii) 6,801 shares of
Common Stock owned directly by Mr. Sabatini; (iv) 195
shares of Common Stock owned of record by children of
Mr. Sabatini who have reached the age of majority but
who reside in Mr. Sabatini's household; and (v)
Page 8 of 13 Pages
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vested employee stock options to purchase 159,720
shares of Common Stock held by Mr. Sabatini. The
186,411 shares of Common Stock beneficially owned by
Mr. Sabatini other than through the Plan as a Trustee
(but inclusive of the 15,847 KSOP shares allocated to
Mr. Sabatini under the Plan) represent approximately
1.2% of the issued and outstanding shares of Common
Stock (inclusive of the shares of Common Stock
issuable upon exercise of vested stock options held
by Mr. Sabatini). Mr. Sabatini disclaims beneficial
ownership of the 195 shares of Common Stock owned of
record by his children.
(3) This amount includes: (i) 1,364,842 shares of Common
Stock held by the Plan; (ii) 242,013 shares of Common
Stock owned directly by Mr. Peckman; and (iii) vested
director stock options to purchase 68,200 shares of
Common Stock held by Mr. Peckman. The 310,213 shares
of Common Stock beneficially owned by Mr. Peckman
other than through the Plan as a Trustee represent
approximately 1.9% of the issued and outstanding
shares of Common Stock (inclusive of the shares of
Common Stock issuable upon exercise of vested stock
options held by Mr. Peckman).
(4) This amount includes: (i) 1,364,842 shares of Common
Stock held by the Plan; (ii) 7,253 shares of Common
Stock owned directly by Ms. Acampora; and (iii)
vested employee stock options to purchase 9,680
shares of Common Stock held by Ms. Acampora. The
65,701 shares of Common Stock beneficially owned by
Ms. Acampora other than through the Plan as a Trustee
(but inclusive of the 48,768 KSOP shares allocated to
Ms. Acampora under the Plan) represent approximately
0.4% of the issued and outstanding shares of Common
Stock (inclusive of the shares of Common Stock
issuable upon exercise of vested stock options held
by Ms. Acampora).
(c) Number of shares as to which such person has: (i) sole power
to vote or direct the vote, (ii) shared power to vote or
direct the vote, (iii) sole power to dispose or direct the
disposition of, and (iv) shared power to dispose or direct the
disposition of:
Under the trust agreement by which the Plan has been
constituted (the "Trust Agreement"), the Trustees have the sole power to vote
any shares of Common Stock owned by the Plan which are attributable to employer
contributions under the Plan and which have not been allocated to individual
participants', accounts. As of December 31, 1998, there were no such unallocated
shares. The Trustees have no voting power with respect to shares of Common Stock
attributable to employer contributions which have been allocated to
participants' accounts, or with respect to shares of Common Stock attributable
to employee contributions. Under the Trust Agreement, the Trustees must vote
such shares in accordance with the participants' directions. As of December 31,
1998, all 1,364,842 shares owned by the Plan (collectively, the "KSOP Shares")
were in this category.
Page 9 of 13 Pages
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Under the Trust Agreement, the Trustees have the sole power to
dispose of shares of Common Stock owned by the Plan which are attributable to
employer contributions other than matching contributions. The Trust Agreement
requires such contributions to be invested "primarily" in Common Stock; subject
to that requirement, the Trustees may select alternative investments. As of
December 31, 1998, approximately 563,442 shares of Common Stock owned by the
Plan (collectively, the "ESOP Shares") were attributable to non-matching
employer contributions and the Trustees had sole power to dispose of the ESOP
Shares.
Contributions by employees under the Plan, together with matching
contributions by the employer, are invested either in Common Stock or in a
fund consisting of other securities, as each participant directs, subject
to the consent of the Trustees. As of December 31, 1998, approximately 801,400
shares of Common Stock owned by the Plan (collectively, the "401(k) Shares")
were attributable to employee contributions or matching employer contributions
and the Trustees had shared power (with the respective participants) to dispose
or direct the disposition of the 401(k) Shares.
Mr. Sabatini: (i) has the sole power to vote or direct the vote of
an aggregate of 186,216 shares of Common Stock (inclusive of the 6,801 shares
of Common Stock directly owned by him, the 159,720 shares of Common Stock
issuable upon the exercise of vested employee stock options held by him, 3,848
shares held by the KESIP and allocated to his account, and 15,847 of the KSOP
Shares that are allocated to his account); (ii) may be deemed to share with his
children the power to vote or direct the vote of the 195 shares of Common Stock
owned of record by his children; (iii) has sole power to dispose or direct the
disposition of an aggregate of 166,521 shares of Common Stock (inclusive of the
6,801 shares of Common Stock directly owned by him and the 159,720 shares of
Common Stock issuable upon the exercise of vested employee stock options held by
him); and (iv) may be deemed to have shared power to dispose or direct the
disposition of the 1,364,842 KSOP Shares. Mr. Sabatini disclaims beneficial
ownership of the 195 shares of Common Stock owned of record by his children.
Page 10 of 13 Pages
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Mr. Peckman: (i) has the sole power to vote or direct the vote
of an aggregate of 310,213 shares of Common Stock (inclusive of the 242,013
shares of Common Stock directly owned by him and the 68,200 shares of Common
Stock issuable upon the exercise of vested director stock options held by him);
(ii) does not have any shared power to vote or direct the vote of any shares of
Common Stock; (iii) has sole power to dispose or direct the disposition of an
aggregate of 310,213 shares of Common Stock (inclusive of the 242,013 shares of
Common Stock directly owned by him and the 68,200 shares of Common Stock
issuable upon the exercise of vested director stock options held by him); and
(iv) may be deemed to have shared power to dispose or direct the disposition of
the 1,364,842 KSOP Shares.
Ms. Acampora: (i) has the sole power to vote or direct the vote of
an aggregate of 65,701 shares of Common Stock (inclusive of the 7,253 shares
of Common Stock directly owned by her, the 9,680 shares of Common Stock
issuable upon the exercise of vested employee stock options held by her and
48,768 of the KSOP Shares that are allocated to her account); (ii) does not have
any shared power to vote or direct the vote of any shares of Common Stock; (iii)
has sole power to dispose or direct the disposition of an aggregate of 16,933
shares of Common Stock (inclusive of the 7,253 shares of Common Stock directly
owned by her and the 9,680 shares of Common Stock issuable upon the exercise of
vested employee stock options held by her); and (iv) may be deemed to have
shared power to dispose or direct the disposition of the 1,364,842 KSOP Shares.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
PERSON.
The Plan holds all of its shares of Common Stock on behalf of the
participants in the Plan. Dividends paid on shares of Common Stock which are
held in participants' accounts are credited to their accounts. The proceeds from
the sale of shares of Common Stock which are held in participants' accounts are
likewise credited to their accounts. When a participant withdraws from the Plan,
the vested portion of the participant's account is distributed to the
participant.
Page 11 of 13 Pages
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ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and are held in
the ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
Page 12 of 13 Pages
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SIGNATURES
After reasonable 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.
Date: February 12, 1999 U.S.B. Holding Co., Inc. Employee Stock
Ownership Plan (with 401(k) provisions)
By: /s/ STEVEN T. SABATINI
____________________________________
Steven T. Sabatini,
Trustee
By: /s/ HERBERT PECKMAN
____________________________________
Herbert Peckman,
Trustee
By: /s/ PATRICIA ACAMPORA
____________________________________
Patricia Acampora,
Trustee(1)
/s/ STEVEN T. SABATINI
____________________________________
Steven T. Sabatini, Individually
/s/ HERBERT PECKMAN
____________________________________
Herbert Peckman, Individually
/s/ PATRICIA ACAMPORA
____________________________________
Patricia Acampora, Individually
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(1) Ms. Acampora was a Trustee of the Plan throughout the 1998
calendar year and on the December 31, 1998 "Date of Event Which
Requires Filing of this Statement"; however, Ms. Acampora is not
presently a Trustee of the Plan.
Page 13 of 13 Pages
STATEMENT OF DIFFERENCES
The paragraph symbol shall be expressed as.................................[p]
