<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-------------
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. 4)(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, 1999
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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)
- --------
(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 16 Pages
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CUSIP No. 902910108 13G Page 2 of 16 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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SOLE VOTING POWER
5 None (see Item 4)
NUMBER OF --------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6 74,636 shares (see Item 4)
OWNED BY --------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 633,580 shares (see Item 4)
PERSON WITH --------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 771,874 shares (see Item 4)
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,405,454 shares (see Item 4)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 8.8% (see Item 4)
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TYPE OF REPORTING PERSON*
12 EP
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 16 Pages
<PAGE>
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CUSIP No. 902910108 13G Page 3 of 16 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
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
4 United States
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SOLE VOTING POWER
5 227,676 shares (inclusive of 199,650 shares issuable upon
exercise of vested stock options; see Item 4)
NUMBER OF --------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6 74,636 shares (see Item 4)
OWNED BY --------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 206,492 shares (inclusive of 199,650 shares issuable upon
PERSON WITH exercise of vested stock options; see Item 4)
--------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 1,409,320 shares (see Item 4)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,615,812 shares (see Item 4)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 10.0% (see Item 4)
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12 IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 3 of 16 Pages
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CUSIP No. 902910108 13G Page 4 of 16 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
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
4 United States
- --------------------------------------------------------------------------------
SOLE VOTING POWER
5 304,546 shares (inclusive of 74,536 shares issuable upon
exercise of vested stock options; see Item 4)
NUMBER OF --------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6 74,636 shares (see Item 4)
OWNED BY --------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 304,546 shares (inclusive of 74,536 shares issuable upon
PERSON WITH exercise of vested stock options; see Item 4)
--------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 1,405,454 shares (see Item 4)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,710,000 shares (see Item 4)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 10.7% (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 16 Pages
<PAGE>
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CUSIP No. 902910108 13G Page 5 of 16 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
Kevin Plunkett
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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
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OR ORGANIZATION
4 United States
- --------------------------------------------------------------------------------
SOLE VOTING POWER
5 21,483 shares (inclusive of 9,979 shares issuable upon
exercise of vested stock options; see Item 4)
NUMBER OF --------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6 74,636 shares (see Item 4)
OWNED BY --------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 21,483 shares (inclusive of 9,979 shares issuable upon
PERSON WITH exercise of vested stock options; see Item 4)
--------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 1,405,454 shares (see Item 4)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,426,937 shares (see Item 4)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 9.0% (see Item 4)
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12 IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 5 of 16 Pages
<PAGE>
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CUSIP No. 902910108 13G Page 6 of 16 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
Catherine Martini
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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
- --------------------------------------------------------------------------------
SOLE VOTING POWER
5 7,415 shares (inclusive of 2,100 shares issuable upon
exercise of vested stock options; see Item 4)
NUMBER OF --------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6 74,636 shares (see Item 4)
OWNED BY --------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 2,100 shares (upon exercise of vested stock options;
PERSON WITH see Item 4)
--------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 1,405,454 shares (see Item 4)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,407,554 shares (see Item 4)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 8.9% (see Item 4)
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12 IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 6 of 16 Pages
<PAGE>
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CUSIP No. 902910108 13G Page 7 of 16 Pages
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NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
1
Suzanne Asaro
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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
- --------------------------------------------------------------------------------
SOLE VOTING POWER
5 16,351 shares (inclusive of 1,000 shares issuable upon
exercise of vested stock options; see Item 4)
NUMBER OF --------------------------------------------------------------
SHARES SHARED VOTING POWER
BENEFICIALLY 6 74,636 shares (see Item 4)
OWNED BY --------------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 7 1,000 shares (upon exercise of vested stock options;
PERSON WITH see Item 4)
--------------------------------------------------------------
SHARED DISPOSITIVE POWER
8 1,405,454 shares (see Item 4)
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9 1,406,454 shares (see Item 4)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
10 CERTAIN SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11 8.9% (see Item 4)
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
12 IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 7 of 16 Pages
<PAGE>
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 8 of 16 Pages
<PAGE>
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, Kevin Plunkett, Catherine Martini and Suzanne
Asaro, 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
(Messrs. Sabatini, Peckman and Plunkett, Ms. Martini and Ms. Asaro) 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. Messrs.
Sabatini, Peckman and Plunkett, Ms. Martini and Ms. Asaro 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;
Page 9 of 16 Pages
<PAGE>
(e) [ ] An Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(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, 1999 were as follows:
<TABLE>
<CAPTION>
Reporting Number of Shares Percentage of
Person Beneficially Owned Outstanding Shares(1)
--------- ------------------ ----------------------
<S> <C> <C>
Plan 1,405,454 8.8%
Mr. Sabatini 1,615,812 (2) 10.0%
Mr. Peckman 1,710,000 (3) 10.7%
Mr. Plunkett 1,426,937 (4) 9.0%
Ms. Martini 1,407,554 (5) 8.9%
Ms. Asaro 1,406,454 (6) 8.9%
</TABLE>
(1) Based upon 15,884,273 shares of Common Stock issued and
outstanding as of December 31, 1999, 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) 1,405,454 shares of Common Stock held
by the Plan; (ii) 3,866 shares of Common Stock held by the
Company's Key Employees'
Page 10 of 16 Pages
<PAGE>
Supplemental Investment Plan (the "KESIP") and allocated to Mr.
Sabatini; (iii) 6,842 shares of Common Stock owned directly by
Mr. Sabatini; and (iv) vested employee stock options to purchase
199,650 shares of Common Stock held by Mr. Sabatini. The 227,676
shares of Common Stock beneficially owned by Mr. Sabatini other
than through the Plan as a Trustee (but inclusive of the 17,318
KSOP shares allocated to Mr. Sabatini under the Plan) represent
approximately 1.4% 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 Mr. Sabatini).
(3) This amount includes: (i) 1,405,454 shares of Common Stock held
by the Plan; (ii) 230,010 shares of Common Stock owned directly
by Mr. Peckman; and (iii) vested director stock options to
purchase 74,536 shares of Common Stock held by Mr. Peckman. The
304,546 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) 1,405,454 shares of Common Stock held
by the Plan; (ii) 11,504 shares of Common Stock owned directly by
Mr. Plunkett; and (iii) vested director stock options to purchase
9,979 shares of Common Stock held by Mr. Plunkett. The 21,483
shares of Common Stock beneficially owned by Mr. Plunkett other
than through the Plan as a Trustee represent approximately 0.14%
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. Plunkett).
(5) This amount includes: (i) 1,405,454 shares of Common Stock held
by the Plan; and (iii) vested employee stock options to purchase
2,100 shares of Common Stock held by Ms. Martini. The 7,415
shares of Common Stock beneficially owned by Ms. Martini other
than through the Plan as a Trustee (but inclusive of the 5,315
KSOP shares allocated to Ms. Martini under the Plan) represent
approximately 0.05% 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. Martini).
(6) This amount includes: (i) 1,405,454 shares of Common Stock held
by the Plan; and (iii) vested employee stock options to purchase
1,000 shares of Common Stock held by Ms. Asaro. The 16,351 shares
of Common Stock beneficially owned by Ms. Asaro other than
through the Plan as a Trustee (but inclusive of the 15,351 KSOP
shares allocated to Ms. Asaro under the Plan) represent
approximately 0.1% 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. Asaro).
Page 11 of 16 Pages
<PAGE>
(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 pursuant to which the Plan has been
constituted (the "Trust Agreement"), 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, 1999, 1,330,818 shares of Common Stock owned by
the Plan (collectively, the "KSOP Allocated Shares") were in this category.
The Trust Agreement further provides that the Trustees shall vote any and all
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 (collectively, the "ESOP Unallocated Shares") in the same
proportion or percentage as the Trustees are directed by the participants to
vote the shares attributable to employer contributions that have been allocated
to individual participants' accounts. As of December 31, 1999, 74,636 of the
shares of Common Stock owned by the Plan were ESOP Unallocated Shares.
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, 1999, approximately 558,944 shares of Common Stock owned by the
Plan (collectively, the "ESOP Allocated Shares") were attributable to
non-matching employer contributions and the Trustees had sole power to dispose
of the ESOP Allocated Shares. Under the terms of the Trust Agreement, the
Trustees also have the sole power to dispose of the ESOP Unallocated 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
Page 12 of 16 Pages
<PAGE>
participant directs, subject to the consent of the Trustees. As of December 31,
1999, approximately 771,874 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 227,676 shares of Common Stock (inclusive of the 6,842 shares of
Common Stock directly owned by him, the 199,650 shares of Common Stock issuable
upon the exercise of vested employee stock options held by him, 3,866 shares
held by the KESIP and allocated to his account, and 17,318 of the KSOP Shares
that are allocated to his account); (ii) may be deemed to have shared power to
vote or direct the vote of the 74,636 ESOP Unallocated Shares; (iii) has sole
power to dispose or direct the disposition of an aggregate of 206,492 shares
of Common Stock (inclusive of the 6,842 shares of Common Stock directly owned
by him and the 199,650 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 1,330,818 KSOP
Allocated Shares, the 74,636 ESOP Unallocated Shares and the 3,866 shares held
by the KESIP and allocated to his account.
Mr. Peckman: (i) has the sole power to vote or direct the vote of an
aggregate of 304,546 shares of Common Stock (inclusive of the 230,010 shares of
Common Stock directly owned by him and the 74,536 shares of Common Stock
issuable upon the exercise of vested director stock options held by him);
(ii) may be deemed to have shared power to vote or direct the vote of the
74,636 ESOP Unallocated Shares; (iii) has sole power to dispose or direct the
disposition of an aggregate of 304,546 shares of Common Stock (inclusive of the
230,010 shares of Common Stock directly owned by him and the 74,536 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 1,330,818 KSOP Allocated Shares and the 74,636 ESOP
Unallocated Shares.
Mr. Plunkett: (i) has the sole power to vote or direct the vote of
an aggregate of 21,483 shares of Common Stock (inclusive of the 11,504 shares of
Common Stock directly owned by him and
Page 13 of 16 Pages
<PAGE>
the 9,979 shares of Common Stock issuable upon the exercise of vested director
stock options held by him); (ii) may be deemed to have shared power to vote
or direct the vote of the 74,636 ESOP Unallocated Shares; (iii) has sole
power to dispose or direct the disposition of an aggregate of 21,483 shares of
Common Stock (inclusive of the 11,504 shares of Common Stock directly owned by
him and the 9,979 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 1,330,818 KSOP Allocated Shares
and the 74,636 ESOP Unallocated Shares.
Ms. Martini: (i) has the sole power to vote or direct the vote of an
aggregate of 7,415 shares of Common Stock (inclusive of the 2,100 shares of
Common Stock issuable upon the exercise of vested employee stock options held
by her and 5,315 of the KSOP Shares that are allocated to her account); (ii)
may be deemed to have shared power to vote or direct the vote of the 74,636
ESOP Unallocated Shares; (iii) has sole power to dispose or direct the
disposition of the 2,100 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 1,330,818 KSOP Allocated
Shares and the 74,636 ESOP Unallocated Shares.
Ms. Asaro: (i) has the sole power to vote or direct the vote of an
aggregate of 16,351 shares of Common Stock (inclusive of the 1,000 shares of
Common Stock issuable upon the exercise of vested employee stock options
held by her and 15,351 of the KSOP Shares that are allocated to her account);
(ii) may be deemed to have shared power to vote or direct the vote of the
74,636 ESOP Unallocated Shares; (iii) has sole power to dispose or direct the
disposition of the 1,000 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 1,330,818 KSOP Allocated
Shares and the 74,636 ESOP Unallocated 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.
Page 14 of 16 Pages
<PAGE>
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.
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 15 of 16 Pages
<PAGE>
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 14, 2000 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/ KEVIN PLUNKETT
-----------------------------
Kevin Plunkett,
Trustee
By:/s/ CATHERINE MARTINI
-----------------------------
Catherine Martini,
Trustee
By:/s/ SUZANNE ASARO
-----------------------------
Suzanne Asaro,
Trustee
/s/ STEVEN T. SABATINI
--------------------------------
Steven T. Sabatini, Individually
/s/ HERBERT PECKMAN
--------------------------------
Herbert Peckman, Individually
/s/ KEVIN PLUNKETT
--------------------------------
Kevin Plunkett, Individually
/s/ CATHERINE MARTINI
--------------------------------
Catherine Martini, Individually
/s/ SUZANNE ASARO
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Suzanne Asaro, Individually
Page 16 of 16 Pages
STATEMENT OF DIFFERENCES
The paragraph symbol shall be expressed as ................................. [p]
