<PAGE> 1
As filed with the Securities and Exchange Commission on February 20, 1996
Registration No. 33-________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNITED BANCORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Ohio 6710 34-1405357
(State or Other Jurisdiction (Primary Standard Industrial (IRS Employer
of Incorporation or Classification Code Identification
Organization) Number) No.)
4TH AT HICKORY STREET
P.O. BOX 10
MARTINS FERRY OHIO
(614) 633-0445
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
JAMES W. EVERSON COPIES OF COMMUNICATIONS TO:
PRESIDENT & CEO MARTIN D. WERNER, ESQ.
UNITED BANCORP, INC. WERNER & BLANK CO., L.P.A.
4TH AT HICKORY STREET 7205 W. CENTRAL AVENUE
MARTINS FERRY, OH 43935 TOLEDO, OH 43617
(614) 633-0445 (419) 841-8051
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Approximate date of commencement of proposed sale of the securities to the
public:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box [X].
If any of the securities being registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [ ].
CALCULATION OF REGISTRATION FEE
<TABLE>
<Caption
Proposed Maximum Proposed Maximum
Class of Securities Amount to Offering Price Aggregate Offering Amount of
to be Registered be Registered Per Share(1) Price(1) Registration Fee(1)
- ------------------- ------------- ---------------- ------------------ -------------------
<S> <C> <C> <C> <C>
Common Stock,
$1 par value 150,000 $14 $2,100,000 $724.14
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
based on the high and low sales prices of the Registrant's common stock
as reported on the NASDAQ Small Cap Market as of February 14, 1996, in
accordance with Rule 457 (c).
<PAGE> 2
PROSPECTUS 150,000 Shares
UNITED BANCORP, INC.
4TH AT HICKORY STREET
P.O. BOX 10
MARTINS FERRY, OHIO 43935
TELEPHONE: (614) 633-0445
DIVIDEND REINVESTMENT PLAN
COMMON STOCK
($1 Par Value)
This Prospectus describes United Bancorp, Inc.'s (the "Company") Dividend
Reinvestment Plan (the "Plan") under which shares of the Company Common Stock
will be purchased by the Plan for participants with automatically reinvested
dividends.
The Plan provides an economical and convenient method for the holders of
shares of the Company's Common Stock to purchase additional shares of Common
Stock at market prices and without payment of a brokerage commission or service
charge. The Plan does not represent a change in the Company's dividend policy
or a guarantee of future dividends. Shareholders who do not wish to
participate in the Plan will continue to receive cash dividends, as declared in
the usual and customary manner.
The Company has authorized the issuance of and this Prospectus relates to
150,000 authorized and unissued shares of Company's Common Stock registered for
purchase under the Plan. The Company reserves the right to suspend, modify or
terminate the Plan at any time. It is suggested that this Prospectus be
retained for future reference.
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS FEBRUARY 20, 1995
<PAGE> 3
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, and in accordance therewith files reports and other
information with the Securities and Exchange Commission. Information, as of
the particular dates, concerning Directors and Officers, their remuneration,
and any material interest of such persons in transactions with the Company is
disclosed in proxy statements distributed to shareholders of the Company and
filed with the Commission. Such reports, proxy statement and other information
filed by the Company can be inspected and copied at the public reference
facilities of the Securities and Exchange Commission, 450 5th Street, N.W.,
Washington, D.C. 20549, as well as the following Regional Offices: 7 World
Trade Center, Suite 1300, New York, New York 10048; and Northwest Atrium
Center, 500 West Madison Street, Chicago, Illinois 60661-2511. Copies can be
obtained by mail from the Securities and Exchange Commission at prescribed
rates. Requests should be directed to the Commission's Public Reference
Section at 450 5th Street N.W., Washington, D.C. 20549.
The Company undertakes to provide, without charge to any person to whom
this Prospectus is delivered, upon written or oral request, a copy of the
Company's latest annual report to shareholders and a copy of any and all of the
information that has been incorporated by reference in the Registration
Statement of which this Prospectus is a part (See DOCUMENTS INCORPORATED BY
REFERENCE), not including exhibits to the information that are incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that the Registration incorporates. Requests for such copies
should be addressed to United Bancorp, Inc., 4th at Hickory Street, P.O. Box
10, Martins Ferry, Ohio, 43935.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K filed with the
Securities and Exchange Commission for the year ended December 31,
1994; and
(b) the Company's Quarterly Reports on Form 10-Q filed with the
Securities and Exchange Commission for the periods ended March 31,
1995, June 30, 1995 and September 30, 1995.
All documents subsequently filed by the Company after the date of
this Prospectus pursuant to Section 13, 14 or 15(d) of the
Securities Exchange Act of 1934 prior to the termination of this
offering will be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained herein or in a document
incorporated or deemed to be incorporated by reference herein will
be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in
<PAGE> 4
any subsequently filed document which is or is deemed to be
incorporated by reference herein modified or superseded will
not, except as so modified or superseded, constitute a part of this
Prospectus.
Any person to whom a copy of this Prospectus is delivered,
including any beneficial owner, may obtain without charge, upon
written or oral request, a copy of any of the documents
incorporated by reference herein (not including exhibits to the
documents incorporated by reference unless such exhibits are
specifically incorporated by reference into the documents this
Prospectus incorporates by reference). Requests should be made to,
United Bancorp, Inc. Dividend Reinvestment Plan, 4th at Hickory
Street, P.O. Box 10, Martins Ferry, Ohio, 43935.
THE COMPANY
The Company is an Ohio General Business Corporation and is a bank
holding company registered under the Federal Bank Holding Company
Act of 1956, as amended, with its corporate headquarters in Martins
Ferry, Ohio. The Company's subsidiaries conduct a full-service
commercial and consumer banking business.
The Company's principal executive offices are located at 4th and
Hickory Street, Martins Ferry, Ohio 43935, telephone:
(614-633-0445).
This Prospectus relates to authorized and unissued Common Stock
offered by the Company pursuant to the Plan. Also, the Company may
purchase shares of Common Stock on the open market which will be
used pursuant to the terms of the Plan.
DESCRIPTION OF THE PLAN
The Company's Dividend Reinvestment Plan was initially approved by
the Company's Board of Directors on November 21, 1995. The
following questions and answers explain and constitute the Plan, as
amended.
PURPOSE
1. What is the purpose of the Plan?
The Plan offers holders of Common Stock a systematic method of
investing their cash dividends in Common Stock without the payment of
any brokerage commission, service charge or other expense. Because the
Common Stock may be purchased from the Company, the Plan will also
provide the Company with the means of raising new capital.
<PAGE> 5
2. What are some of the advantages of the Plan?
A participant in the Plan who authorizes reinvestment of dividends
will have the following options:
a. Dividend reinvestment on all shares owned of record or
hereafter acquired of record.
b. The shareholder will indicate the number of shares on which
they wish to have dividends reinvested. Such number of shares can
be any number, up to and including the number of shares currently
owned of record.
c. Participants can avoid the inconvenience and expense of safekeeping
certificates for shares credited to their Plan accounts since
certificates for such shares will only be issued at the request of
a participant or upon termination of participation. In addition,
participants at no cost may deposit shares currently participating
in the Plan and being held by them in certificate form with the
Plan Administrator. This will relieve participants of the
responsibility for loss, theft, or destruction of their certificates
participating in the Plan. All shares held by the Plan
Administrator must be participating in the Plan.
d. Periodic statements of account will simplify record keeping.
Dividends on the designated shares will be reinvested in shares of Common
Stock at market price (see Question 10). There are no brokerage
commissions or service charges for purchases under the Plan. Full
investment of funds is possible because the Plan permits fractions of
shares, as well as full shares, to be purchased. A statement of
account will be mailed to each participant following each payment of
a dividend pursuant to the terms of the Plan.
ADMINISTRATION
3. Who administers the Plan for the participants?
The Trust Department of Wesbanco Bank Wheeling (the "Administrator")
will administer the Plan, keep records, send statements of account to
participants and perform other duties pertaining to the Plan. All
shares held in the Plan will be held in book entry by or through the
Administrator until a participant makes a written request for
certificates of all or part of his shares (see Question 25). The
Administrator is not affiliated with the Company and acts as the
transfer agent of the Company's common stock. All questions and
correspondence concerning the Plan should be addressed to the
Administrator as follows:
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Trust Department, Wesbanco Bank Wheeling
Dividend Reinvestment Plan Administrator
for United Bancorp, Inc.
One Bank Plaza
Wheeling, WV 26003
Phone: (304) 234-9436 or (304) 234-9411
All shares in the Plan be credited to the account of, Participants
registered in the name of the Plan and held by the Administrator in book
entry form.
ELIGIBILITY
4. Who is eligible to participate?
All holders of record of shares of Common Stock of the Company are
eligible to participate in the Plan. Before they may participate in the
Plan, any beneficial owner of shares of Common Stock whose shares are
registered in names other than their own (for instance, in the name of a
broker or bank nominee) must either become shareholders of record by
having their shares transferred into their names, or make appropriate
arrangements with their broker or bank to participate in the Plan for the
benefit of such shareholder. The Common Stock of the Company is
Depository Trust Company (DTC) eligible under CUSIP number 909911 10 9.
You will not be eligible to participate in the Plan if you reside in a
jurisdiction in which it is unlawful for the Company to permit your
participation.
PARTICIPATION BY SHAREHOLDERS
5. How do shareholders participate?
An eligible shareholder may join the Plan by completing and signing the
Shareholder Authorization Form enclosed herewith and returning it to
the Administrator. A Shareholder Authorization Form and a postage-paid
return envelope may be obtained at any time by writing to Trust
Department, Wesbanco Bank Wheeling, Administrator, United Bancorp, Inc.
Dividend Reinvestment Plan, One Bank Plaza, Wheeling, WV 26003.
6. When may an eligible shareholder join the Plan?
An eligible shareholder may join the Plan at any time. If the
Shareholder Authorization Form is received by the Administrator prior to
the dividend record date (dividend record dates normally occur in March,
June, September and December), the next dividend paid
<PAGE> 7
will be used pursuant to the Plan, to purchase shares of Common Stock.
If the Shareholder Authorization Form is received after the dividend
record date, that dividend will be paid in cash and participation in the
Plan will begin with the subsequent cash dividend payment.
7. What does the Shareholder Authorization Form provide?
The Shareholder Authorization Form enrolls the participant in the Plan
and it directs the Administrator to either reinvest all dividends or
dividends on a designated number of shares of the Common Stock registered
in the participant's name. The number of shares on which the shareholder
may reinvest may be any number of one or more, up to and including the
number of shares currently owned of record.
8. Can shareholders participate with less than 100% of their cash dividends?
Yes. Eligible shareholders have the option under the Plan to designate
the number of shares to participate in the dividend reinvestment plan.
Once the number of shares to participate has been selected, that number
will remain in effect until the election is changed.
9. Can shareholders change their election under the Plan?
Yes. At any time, shareholders may change their election of the number
of shares of Common Stock participating in the Dividend Reinvestment
Plan. To do so, a new Shareholder Authorization Form must be
completed and returned. The answer to Question 5 describes how to obtain
a Shareholder Authorization Form and a return envelope. Any change of
election concerning the reinvestment of dividends must be received by the
Administrator at least one week prior to the dividend record date to be
effective for that dividend.
PURCHASES
10. What will be the price of Common Stock purchased under the Plan?
Shares purchased under the Plan directly from the Company will be valued
at the weighted average price at which the Company's shares shall have
traded for the ten trading days ending on the day prior to the purchase
date, as reported by the NASDAQ. In the event that the Administrator
determines that there are insufficient trades for the period, then the
price shall be the average of the bid-and-asked prices for the 30 trading
days ending immediately preceding the purchase.
Shares purchased in the market will be made at prices which prevail in
the market at the purchase date. The price at which such shares shall be
deemed to have been acquired for Participant's Plan accounts shall be the
blended average price of shares purchased as a
<PAGE> 8
result of any single dividend payment by the Company, together with any
voluntary cash payments being currently applied to such purchase.
11. How are shares acquired under the Plan?
The Company expects that shares of Common Stock of the Company to be
acquired for Participants in the Plan will be comprised of newly issued
shares and shares purchased in the open market.
12. How will the number of shares purchased for each participant be
determined?
The number of shares that will be purchased from a participant's dividend
will depend on the amount of that dividend and the applicable purchase
price of the Common Stock. The participant's account will be credited
with the number of shares, including any fractional share (computed to
the third decimal), that results from dividing the amount of dividends
plus any optional cash payments to be invested by the applicable purchase
price.
13. When will purchases of Common Stock be made? The Administrator shall
purchase Common Stock for the Plan within thirty (30) days following the
dividend payment date.
DIVIDENDS
14. Will dividends be paid on shares held in Plan accounts?
Yes. Cash dividends on full shares and any fraction of a share credited
to each Plan account will be reinvested automatically in full under the
Plan in additional shares of Common Stock and credited to each account.
COSTS
15. Are there any out-of-pocket expenses to a shareholder who participates in
the Plan?
No. There are no brokerage commissions if shares are purchased from the
Company. Brokerage costs, if any, on shares purchased other than from
the Company shall be borne by the Company.
REPORTS TO THE PARTICIPANTS
16. What kind of reports will be sent to participants?
<PAGE> 9
Following each reinvestment of dividends in the Plan, the Administrator
shall mail to participants a statement showing amounts invested, the
purchase price, the number of shares purchased, and other similar
information for the year to date. These statements are the participants'
record of the costs of purchases and should be retained for income tax
and other purposes. In addition, participants shall receive copies of
the same communications sent to all other holders of shares of Common
Stock, including the Company's quarterly reports and annual report to
shareholders, a notice of the annual meeting and proxy statement and
Internal Revenue Service information for reporting dividend income
received.
OPTIONAL CASH PAYMENTS
17. May cash be added to purchase additional shares?
Yes. Additional shares may be purchased with optional cash payments by
participants in the Dividend Reinvestment Plan.
18. When can optional cash payments be made?
Optional cash payments received by the Administrator will be invested in
additional shares concurrently with the dividend being reinvested. The
Administrator will accept optional cash payments at anytime following a
cash dividend record date and prior to such dividend's payment date. The
Administrator will return to participants any optional cash payments
which are not invested within thirty (30) days following such cash
dividend's payable date. Optional cash payments received after the
payable date for a dividend will be received too late to be invested
with the proceeds received by the Administrator from such dividend and
the optional cash payment will be returned to the participant. NO
INTEREST WILL BE PAID ON ANY OPTIONAL CASH PAYMENT WHILE HELD BY THE
ADMINISTRATOR.
19. What is the maximum aggregate amount of cash that can be invested through
optional cash payments?
Up to $5,000 per fiscal quarter in optional cash payments can be invested
in the Plan. Each optional cash payment must be at least $100. The same
amounts of cash need not be sent each quarter, and there is no obligation
to make an optional cash payment each quarter.
20. How can I make an optional cash payment to purchase additional shares?
A participant can make an optional cash payment to purchase additional
shares by returning the current voluntary cash payment card to the
Administrator with a check or money order made payable to United
Bancorp, Inc. Dividend Reinvestment Plan, P. O. Box 767, Wheeling,
WV 26003. PLEASE DO NOT SEND CASH. The Administrator will mail
optional cash payment cards to all participants quarterly prior to
record date.
<PAGE> 10
REPORTS TO PARTICIPANTS
21. What reports will be sent to participants in the Plan?
A statement of account showing amounts invested, purchase prices, shares
purchased, and other information for the year to date will be mailed
quarterly to each participant as soon as practicable after each purchase
of Common Stock, normally within 10 business days following such
purchase. THESE STATEMENTS ARE A CONTINUING RECORD OF CURRENT ACTIVITY
AND THE COST OF PURCHASES AND SHOULD BE RETAINED FOR TAX PURPOSES. A
YEAR-END STATEMENT WILL ALSO BE MAILED.
In addition, participants will receive copies of communications sent to
all holders of the Company Common Stock, including the annual and
quarterly reports to shareholders, notice of annual meetings and proxy
statements, and information for reporting dividend income for federal
income tax purposes.
CERTIFICATES FOR SHARES
22. Will certificates be issued for shares of Common Stock purchased under
the Plan?
No certificate will be issued to a participant for shares of Common Stock
credited to his Plan account unless he requests the Plan Administrator,
in writing, to do so, or until the participant's account is terminated.
Shares of Common Stock purchased through the Plan for a participant will
be credited to the account of the participant, registered in the name of
the Plan and held in book entry form. The number of shares credited to a
participant's Plan account, as well as the number of shares of Common
Stock being reinvested will be shown on the periodic statement of his
account.
A participant may, at any time, request in writing that the Plan
Administrator send him a certificate for all or part of the whole shares
of Common Stock credited to his Plan account. Any remaining whole or
fractional shares will continue to be credited to the Plan account.
Certificates for fractional shares will not be issued under any
circumstances.
23. In whose name will certificates be registered when issued?
Accounts under the Plan will be maintained in the name in which
participants' shares of Common Stock were registered at the time they
enrolled in the Plan. Consequently, certificates for whole shares of
Common Stock will be similarly registered when issued unless the
participant requests issuance of the shares in a different name(s). If
different registration of the shares is desired, the participant should
call the Plan Administrator for transfer instructions (see Question 3).
<PAGE> 11
24. May shares in a Plan account be pledged?
No. Shares of Common Stock credited to the Plan account may not be
pledged or assigned, and any such purported pledge or assignment shall be
void. A participant who wishes to pledge or assign such shares must
request that a certificate for such shares be issued in his name.
WITHDRAWAL OF SHARES
25. How does a participant withdraw shares from the Plan?
A participant may withdraw all or a portion of the whole shares of Common
Stock credited to his Plan account by notifying the Plan Administrator in
writing (see Question 3), specifying the number of whole shares to be
withdrawn. Certificates for whole shares of Common Stock so withdrawn
will be issued to the participant at the earliest possible opportunity.
In no case will certificates for fractional shares be issued. After a
participant withdraws shares of Common Stock from his Plan account, cash
dividends on such shares will continue to be reinvested in accordance
with the instructions given by the participant on his most recently dated
Authorization Form, so long as the participant remains the record
holder of such shares and has not terminated his participation in the
Plan.
26. Can a participant sell shares of Common Stock held in his Plan account?
A participant may request that all or a portion of the shares of Common
Stock held in his Plan account be sold by completing the "Sale of Shares"
section at the bottom of his account statement or by writing a letter of
instruction to the Plan Administrator (see Question 3). Any such request
must be signed by any person named on the Plan account. Sale of all
shares of Common Stock held in a participant's Plan account does not
terminate Plan participation if the participant remains the registered
owner of at least one share of Common Stock, unless the participant
specifically requests such termination. Sales will be executed within
ten business days of receipt by the Plan Administrator of a duly executed
request. Proceeds from the sale of shares of Common Stock will depend
on, among other things, the market price of the Common Stock at the time
the sale order is directed by the Plan Administrator. Such market price
may vary significantly between the time the participant submits his
request for sale of the shares and the time the sale order is directed by
the Plan Administrator with a broker. There can be no guarantee that
the shares of Common Stock will be sold at a specific price. The
participant will receive a check for the proceeds of the sale, less any
brokerage commission and any applicable transfer tax incurred.
27. What happens to any fractional share when a participant directs the Plan
Administrator to sell or withdraw all shares from his Plan account?
<PAGE> 12
Any fractional share will be directed to be sold by the Plan
Administrator and a cash payment made for the sale price thereof, less
any brokerage commission and transfer tax incurred. The net proceeds of
any fractional share, together with any proceeds from the sale of whole
shares or a certificate for whole shares, as the case may be, will be
mailed to the participant.
TERMINATION OF PARTICIPATION IN THE PLAN
28. How does a participant terminate participation in the Plan?
A participant may terminate his participation in the Plan at any time by
notifying the Plan Administrator in writing (see Question 3). If notice
of termination is received at least two weeks before the record date for
a cash dividend, that dividend will be paid, in cash, to the participant;
otherwise that dividend will be reinvested for the participant's Plan
account. No terminations will be processed between a dividend record
date and a statement date. Any requests for termination of participation
received during this period will be held until the shares purchased with
the dividend are posted to the participant's account. Any optional cash
payment which has been received by the Plan Administrator prior to
receipt of notice to discontinue dividend reinvestment will be invested
in accordance with the Plan unless return of the payment is requested in
a written notice received by the Plan Administrator at least one week
prior to the date when such cash payment is to be invested. Thereafter,
the participant's participation in the Plan will be terminated, the Plan
account will be closed, and all dividends on Common Stock held by the
participant of record will be paid directly to that participant.
Termination of dividend reinvestment will automatically terminate a
participant's right to invest in additional shares of Common Stock by
making optional cash payments.
29. What will participants receive when they terminate participation in the
Plan?
The Plan Administrator will send to a participant who has terminated
participation in the Plan a certificate for the number of whole shares in
his Plan account unless directed otherwise. Any fractional share will be
sold and a cash payment will be made to the participant for the sale
price thereof, less any brokerage commission and transfer tax incurred.
OTHER INFORMATION
30. What happens when a participant sells or transfers all shares of Common
Stock held in certificate form?
If a participant disposes of all of the shares of Common Stock held in
certificate form the Plan Administrator will continue to reinvest the
dividends on all shares credited to that
<PAGE> 13
participant's Plan account, provided there is at least one full share of
Common Stock in his Plan account.
31. What happens when a participant who is reinvesting dividends on all or a
portion of the shares of Common Stock held in certificate form sells or
transfers a portion of such shares?
If a participant who is reinvesting cash dividends on all of the shares
of Common Stock held in certificate form disposes of a portion of such
shares, the Plan Administrator will continue to reinvest the dividends on
the remainder of such shares and, of course, will continue to reinvest
the dividends on the shares of Common Stock credited to the participant's
Plan account.
If a participant who is reinvesting cash dividends on a portion of the
shares of Common Stock held in certificate form disposes of a portion of
such shares, the Plan Administrator will continue to reinvest cash
dividends on the remainder of such shares up to the number of shares of
Common Stock authorized in the participant's most recently dated
Authorization Form and will continue to reinvest the cash dividends on
the shares credited to the participant's Plan account.
For example, if a participant selected the partial dividend reinvestment
option and authorized the Plan Administrator to reinvest the cash
dividends paid on 50 shares of a total of 100 shares of Common Stock held
in certificate form, and then the participant disposes of 25 shares of
Common Stock, the Plan Administrator would continue to reinvest the cash
dividends paid on 50 of the remaining 75 shares. If instead the
participant disposed of 75 shares of Common Stock, the Plan Administrator
would continue to reinvest the cash dividends paid on the remaining 25
shares of Common Stock.
32. What happens if the Company declares a stock dividend or stock split?
Shares of Common Stock distributed by the Company pursuant to a stock
dividend or a stock split with respect to shares of Common Stock owned by
the participant and held in certificate form will be issued in
certificate form to the Participant, which additional shares will
participate in the reinvestment of dividends if the option to reinvest
on all shares was selected at the time of enrollment. (See Question 9).
Shares of Common Stock issued pursuant to a stock split or stock
dividend on shares held in the plan and allocated to the account of a
participant, will be automatically added to such account and will
automatically participate in the reinvestment of dividends.
33. If the Company has a rights offering, how will a participant's
entitlement be computed?
A participant's entitlement in a rights offering will be based upon the
participant's total holdings. However, rights certificates will be
issued for the number of whole shares only and rights based on a fraction
of a share held in a participant's Plan account will be sold
<PAGE> 14
for the participant's Plan account and a check for the net proceeds will
be sent to the participant.
34. How will a participant's shares held by the Plan Administrator be voted
at shareholder's meetings?
Under Ohio law (the law of the Company's state of incorporation),
shareholders of record may vote all shares of stock held of record by
them. A proxy form will be sent to each participant in connection with
any annual or special meeting of shareholders, as in the case of
shareholders not participating in the Plan. The proxy form will apply to
all shares held of record by the participant, including the shares for
which the participant holds certificates and all whole and fractional
shares credited to the participant's Plan account.
The proxy form, if properly signed, will be voted in accordance with the
instruction given on the form. If no instructions are indicated on a
properly signed and returned proxy form, the shares represented thereby
will be voted in accordance with the instructions specified on the proxy
form. If the proxy form is not returned or is returned unsigned, shares
credited to a participant's Plan account and other shares held of record
by the participant will be voted only if he or a duly appointed
representative votes in person at the meeting.
35. What is the responsibility of the Company and the Plan Administrator
under the Plan?
In administrating the Plan, the Company and the Plan Administrator will
not be liable for any act done in good faith or for any good faith
omission to act including, without limitation, any claim of liability
arising out of failure to terminate a participant's Plan account upon
such participant's death or adjudicated incompetency prior to receipt of
notice in writing of such death or incompetency, or any claim with
respect to the timing or price of any purchase or sale.
PARTICIPANTS MUST RECOGNIZE THAT NEITHER THE COMPANY NOR THE PLAN
ADMINISTRATOR CAN ASSURE THEM OF A PROFIT OR PROTECT THEM AGAINST A LOSS
ON SHARES PURCHASED OR SOLD UNDER THE PLAN.
The Plan does not represent a change in the Company's dividend policy or
a guarantee of future dividends, which will continue to be determined by
the Board of Directors in light of the Company's earnings, financial
condition and other factors.
36. May the Plan be changed or discontinued?
The Company reserves the right to suspend or terminate the Plan at any
time, including during the period between a dividend record date and the
related payment date. The Company also reserves the right to make
modification to the Plan. Participants will be notified of any
suspension, modification or termination. Except as stated below, upon
termination of the Plan, any uninvested optional cash payments will be
returned,
<PAGE> 15
certificates for whole shares credited to participant's Plan accounts
will be issued, and cash payment will be made for any fractional shares
credited to participant's Plan accounts.
If the Company terminates the Plan for the purpose of establishing
another dividend reinvestment and Common Stock purchase plan,
participants in the Plan will, if the Company so elects, be enrolled
automatically in such other plan and shares credited to their Plan
accounts will be credited automatically under such other Plan unless
notice to the contrary is received.
The Company also reserves the right to terminate any shareholder's
participation in the Plan at any time.
37. How is the Plan to be interpreted?
The Plan, the Authorization Enrollment Form, and the participants' Plan
accounts shall be governed by and construed in accordance with the laws
of the State of Ohio and applicable state and federal securities laws,
and cannot be modified orally. Any question of interpretation arising
under the Plan will be determined by the Company and any such
interpretation will be final.
The Company may adopt rules and regulations for the Administration of the
Plan.
38. What is sufficient notice to a participant?
Any notice or certificate which is to be given by the Plan Administrator
to a participant shall be in writing and shall be deemed to have been
sufficiently given for all purposes when deposited, postage prepaid, in
the United States mail, addressed to the participant at the participant's
address as it shall last appear on the Plan Administrator's records.
39. Can successor Plan Administrators be named?
The Company may from time to time designate a bank or trust company as
successor Plan Administrator under the Plan.
USE OF PROCEEDS
The Company does not know the number of shares of Common Stock that it
will ultimately sell under the Plan or the prices at which those shares
will be sold. When shares are purchased pursuant to the Plan directly
from the Company, proceeds from such sales are intended to be used for
general corporate purposes.
EXPERTS
<PAGE> 16
The consolidated financial statements of the Company, incorporated by
reference in the Company's Annual Report on Form 10-K for the year ended
December 31, 1994, have been audited by Crowe, Chizek and Company, LLP,
independent auditors, as set forth in their report thereon included
therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance
upon such report given upon the authority of such firm as experts in
accounting and auditing.
LEGAL OPINIONS
The validity of the shares of Common Stock of the Company offered hereby
has been passed upon for the Company by Werner & Blank Co., LPA,
Attorneys, Toledo, Ohio.
INDEMNIFICATION
Under the Company's Articles of Incorporation, as amended, directors and
officers of the Company are entitled to be indemnified to the fullest
extent permitted by law in connection with actual or threatened lawsuits
or proceedings arising out of their service to the Company or to another
organization at the request of the Company. With respect to
indemnification of directors, officers and controlling persons of the
Company for liabilities arising under the Securities Act of 1933, the
Company has been informed that, in the opinion of the Securities Exchange
Commission, such indemnification is against public policy as expressed in
that Act and is therefore, unenforceable.
<PAGE> 17
ITEM 21. EXHIBITS AND FINANCIAL STATEMENTS
The exhibits filed pursuant to this Item 21 immediately follow the Exhibit
Index. The following is a description of the applicable exhibits required for
Form S-3 provided by Item 601 of Regulation S-K.
Exhibit Number Description
- -------------- -----------
(1) Not Applicable.
(2) Not Applicable.
(4) Not Applicable.
(5) Opinion of Werner & Blank Co., L.P.A., regarding United
Bancorp, Inc. Common Stock, and Consent
(8) Opinion of Werner & Blank Co., L.P.A., regarding certain tax
matters, and Consent.
(12) Not Applicable.
(23) Consents of Experts and Counsel.
A. Consent of Crowe, Chizek and Company
LLP
B. Consent of Werner & Blank Co., L.P.A.
(the consent is contained in that firm's opinions filed
as Exhibits (5) and (8)).
(24) Power of Attorney.
(25) Not Applicable.
(26) Not Applicable.
(27) Not Applicable.
(28) Not Applicable.
(99) None
<PAGE> 18
ITEM 22. UNDERTAKINGS.
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes as follows:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement.
Provided, however, that paragraphs (a)(l)(i) and (a)(l)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof.
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at the time shall be deemed to be the initial bona fide offering thereof.
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Martins Ferry, State of Ohio, this 15th day of
February, 1996.
United Bancorp, Inc.
/s/ James W. Everson
--------------------
James W. Everson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 15th day of February, 1996.
Signature Title
--------- -----
/s/ James W. Everson
--------------------
James W. Everson President and Chief Executive Officer
and Director (Principal Executive Officer)
/s/ Ronald S. Blake
--------------------
Ronald S. Blake Treasurer
(Principal Accounting Officer)
Michael J. Arciello* Director
Herman E. Borkoski* Director
John H. Clark, Jr.* Director
Donald A. Davison* Director
Dr. Leon F. Favede* Director
Premo R. Funari* Director
John Hoopingarner* Director
Albert W. Lash* Director
Richard L.Riesbeck* Director
Matthew C. Thomas* Director
*By: /s/ James W. Everson
----------------------
James W. Everson
Attorney-in-Fact
<PAGE> 20
EXHIBIT INDEX
Exhibit No.
- -----------
5.0 Opinion of Werner & Blank Co., L.P.A. regarding
United Bancorp, Inc.; Common Stock and Consent
8.0 Opinion of Werner & Blank Co., L.P.A., Attorneys,
regarding certain tax matters and Consent
23. Consent of Crowe, Chizek and Company LLP
24.0 Power of Attorney
<PAGE> 1
EXHIBIT 5
February 15, 1996
Board of Directors
United Bancorp, Inc.
4th at Hickory Street
P.O. Box 10
Martins Ferry, OH 43935
RE: Form S-3 Registration of 150,000 Shares of Common Stock
Gentlemen:
We are acting as counsel for United Bancorp, Inc., a bank holding company (the
"Company"), in connection with the issuance and sale of 150,000 shares of its
common stock, without par value (the "Shares"), in accordance with the terms of
the United Bancorp, Inc. Dividend Reinvestment Plan.
We have examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion and, based upon such review, we are of
the opinion that the Shares are duly authorized, validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 filed by the Company to effect registration
of the Shares under the Securities Act of 1933 and to the reference to us under
the caption "Legal Opinion" in the Prospectus constituting a part of such
Registration Statement.
Very truly yours,
/s/ Werner & Blank Co., LPA
Werner & Blank Co., L.P.A.
23
<PAGE> 1
EXHIBIT 8
February 15, 1996
Board of Directors
United Bancorp, Inc.
4th at Hickory Street
P.O. Box 10
Martins Ferry, OH 43935
Re: Dividend Reinvestment Plan
Gentlemen:
You have requested that this firm provide you with a written tax opinion
regarding the federal income tax effects upon the stockholders of United
Bancorp, Inc. who participate in the Dividend Reinvestment Plan. Based upon
our examination of the terms of the Dividend Reinvestment Plan and review of
Sections 305 and 301 of the Internal Revenue Service Code of 1986, as amended,
we have concluded as follows:
1. All stockholders of United Bancorp, Inc. shall be treated for federal
income tax purposes as having received, on the dividend payment date, the
full amount of the dividend in cash regardless of whether the stockholder
elects to have his entire dividend or any portion of that dividend
reinvested in common shares of United Bancorp, Inc.
2. United Bancorp, Inc. shall provide each stockholder with a Form 1099 each
year which shall indicate the full amount of the dividend which was
payable to the stockholder during the calendar year, plus a pro rata
portion of any commissions, if any, paid by the Administrator in
connection with the acquisition of shares under the Plan. This amount
shall be the amount of taxable income which must be reported by the
stockholder and shall be the stockholder's cost basis for the shares
purchased during the calendar year.
3. Stockholders shall realize a taxable gain or loss upon the sale or
exchange of the shares obtained through the Dividend Reinvestment Plan.
The amount of taxable gain or loss shall be the difference between the
amount received for the shares and the cost basis of the shares as defined
in the preceding paragraph.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement on Form S-3 filed by United Bancorp, Inc. to effect
registration of the shares under the Securities Act of 1933.
Very truly yours,
/s/ Werner & Blank Co., LPA
Werner & Blank Co., L.P.A.
24
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the Registrations Statement of
Form S-3 of United Bancorp, Inc., or our report dated January 13, 1995 on the
1994 consolidated financial statements of United Bancorp, Inc., which report is
included in and incorporated by reference in the Annual Report on Form 10-K of
United Bancorp, Inc., for December 31, 1994. We consent to the reference to us
under the heading "Experts" in the Prospectus, which is a part of the
Registration Statement.
Crowe, Chizek and Company LLP
Crowe, Chizek and Company LLP
February 21 ,1996
25
<PAGE> 1
EXHIBIT 24
POWERS OF ATTORNEY
DIRECTORS OF UNITED BANCORP, INC.
Know all men by these presents that each person whose name is signed below
has made, constituted and appointed, and by this instrument does make,
constitute and appoint James W. Everson or Ronald S. Blake, or either one of
them acting alone, his true and lawful attorney with full power of substitution
and resubstitution to affix for him and in his name, place and stead, as
attorney-in-fact, his signature as director or officer, or both, of United
Bancorp, Inc., an Ohio corporation (the "Company"), to a Registration Statement
on Form S-3 or other form registering under the Securities Act of 1933, common
stock to be issued in connection with the United Bancorp, Inc., Dividend
Reinvestment Plan, by the Company, and to any and all amendments, post
effective amendments and exhibits to that Registration Statement, and to any
and all applications and other documents pertaining thereto, giving and
granting to such attorney-in-fact full power and authority to do and perform
every act and thing whatsoever necessary to be done in the premises, as fully
as he might or could do if personally present, and hereby ratifying and
confirming all that said attorney-in-fact or any such substitute shall lawfully
do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, this Power of Attorney has been signed at Evansville,
Ohio, this 15th day of February, 1996.
/s/Michael J. Arciello
- ----------------------------
Michael J. Arciello
/s/ Herman E. Borkoski
- ----------------------------
Herman E. Borkoski
/s/ John H. Clark, Jr.
- ----------------------------
John H. Clark, Jr.
/s/ Donald A. Davison
- ----------------------------
Donald A. Davison
/s/ Dr. Leon F. Favede
- ----------------------------
Dr. Leon F. Favede
/s/ Premo R. Funari
- ----------------------------
Premo R. Funari
/s/ Albert W. Lash
- ----------------------------
Albert W. Lash
/s/ John Hoopingarner
- ----------------------------
John Hoopingarner
/s/ Richard L. Riesbeck
- ----------------------------
Richard L. Riesbeck
/s/ Matthew C. Thomas
- ----------------------------
Matthew C. Thomas
26
