<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
UNITED BANCORP, INC.
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
UNITED BANCORP, INC.
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing
fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
<PAGE> 2
United Bancorp, Inc.
Martins Ferry, Ohio 43935
NOTICE OF THE ANNUAL MEETING OF THE SHAREHOLDERS
TO THE SHAREHOLDERS OF
UNITED BANCORP, INC.
MARTINS FERRY, OHIO
March 20, 1997
You are hereby notified that the Annual Meeting of Shareholders of
United Bancorp, Inc. (the "Company"), will be held on Wednesday, April 16, 1997
at 2:00 p.m. at the Company's main office, Fourth at Hickory Street, Martins
Ferry, Ohio, for the purpose of considering and acting upon the following:
1. To fix the number of Directors at a minimum of nine (9) and a maximum
of thirteen (13) and to elect three (3) Directors to Class II of the
Board of Directors, specifically,
<TABLE>
<S> <C>
James W. Everson President & CEO - United Bancorp, Inc. and
The Citizens Savings Bank, Martins Ferry, Ohio
Director - The Citizens-State Bank of Strasburg
Errol C. Sambuco President & CEO
The Ohio Coatings Company
Matthew C. Thomas President
M. C. Thomas Insurance Agency, Inc.
</TABLE>
to serve as Directors of Class II until the Annual Meeting of
Shareholders in 2000, and until their successors are duly elected and
shall have qualified; and
2. To ratify and approve the appointment of Crowe, Chizek and Company LLP
independent certified public accountants, to serve as the Company's
external auditor for fiscal year 1997; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed March 3, 1997 as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof.
ALL ARE NOTIFIED THAT PROXIES SIGNED IN BLANK, OR NAMING PRESENT
OFFICERS OR DIRECTORS AS AGENTS TO VOTE THE SHARES SO REQUESTED WILL BE
VOTED IN FAVOR OF THE PROPOSALS HEREIN CONTAINED.
Whether or not you plan to attend our annual meeting, please execute
the enclosed proxy and return it as promptly as possible in the enclosed
postage-paid envelope. If you do attend the meeting, you may withdraw your
proxy.
Signed by order of the Board of Directors
________________________________________
Norman F. Assenza, Jr., Secretary
<PAGE> 3
UNITED BANCORP, INC.
Fourth at Hickory Street
Martins Ferry, Ohio 43935
PROXY STATEMENT
This statement is furnished to shareholders of United Bancorp, Inc. (the
"Company") in connection with the solicitation of proxies for use at the Annual
Meeting of Shareholders to be held at the headquarters of the Company, 4th at
Hickory Street, Martins Ferry, Ohio, Wednesday, April 16, 1997 at 2:00 p.m.
(local time). The number of shares outstanding and entitled to vote thereat is
2,033,385, $1.00 par value per share. No individual beneficially owns over 5%
of the outstanding shares. Shareholders of record on March 3, 1997, will have
one vote for each share held on such date, and do not have the right to cumulate
votes in the election of directors. This proxy statement and proxy are being
mailed on or about March 20, 1997.
The accompanying proxy is solicited by the Board of Directors. It is
contemplated that solicitation of proxies will be by use of the mails only.
However, in addition, solicitation may be made by telephone or telegraph, by
officers or by employees of the Company, or officers or employees of the
Company's subsidiary banks. The cost of such solicitation will be borne by the
Company, which may reimburse brokerage firms and nominees for reasonable
expenses incurred by them, and approved by the Company, in forwarding proxy
materials to beneficial owners. You may revoke your proxy at any time prior to
its exercise by giving written or oral notice to the President and Chief
Executive Officer, or by executing a subsequently dated proxy or by voting in
person at the annual meeting.
ELECTION OF DIRECTORS
Pursuant to the terms of the Code of Regulations of United Bancorp, Inc.,
the Board of Directors is divided into three classes, designated as Class I,
Class II and Class III, with each class consisting of approximately one-third of
the total number of directors as fixed from time to time by the shareholders.
The directors serve staggered three-year terms, so that directors of only one
class are elected at each Annual Meeting of shareholders. At the forthcoming
Annual Meeting, the shareholders will be asked to elect three directors to serve
in Class II. Unless otherwise specified in any proxy, the proxies solicited
hereunder will be voted in favor of fixing the number of directors at a minimum
of nine (9) and a maximum of thirteen (13) and for the election of the three
nominees listed below.
The nominees for election at the forthcoming Annual Meeting are Messrs.
James W. Everson, Errol C. Sambuco and Matthew C. Thomas, present directors of
the Company. If elected, the nominees will serve a three (3) year term, which
shall expire at the annual meeting of shareholders in 2000, and until their
successor is duly elected and shall have qualified.
1
<PAGE> 4
The persons named in the enclosed form of proxy will vote the proxy in
accordance with the choice specified. If no choice is specified, it is the
intention of the persons named in the enclosed form of proxy to elect the three
nominees named above.
INFORMATION AS TO NOMINEES
The Names of the nominees for election as Director, together with specific
information about the nominees, is as follows:
<TABLE>
<CAPTION>
UNITED BANCORP,
YEAR INC. SHARES
OF OWNED
NAME AND AGE PRINCIPAL OCCUPATION INITIAL BENEFICIALLY(1) % OF
CLASS II (TERM EXPIRES IN 2000) PAST FIVE YEARS ELECTION (3/03/97) OUTSTANDING
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JAMES W. EVERSON President and Chief 1969 50,341(2) 2.48%
St. Clairsville, Ohio Executive Officer - United
Age: 58 Bancorp, Inc. and The
Citizens Savings Bank,
Director - The
Citizens-State Bank
ERROL C. SAMBUCO President and Chief 1996 335 .02%
Martins Ferry, Ohio Executive Officer
Age: 56 The Ohio Coatings
Company
MATTHEW C. THOMAS President 1988 6,456 .32%
St. Clairsville, Ohio M. C. Thomas Insurance
Age: 40 Agency, Inc.
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
2
<PAGE> 5
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 1997 ANNUAL MEETING
<TABLE>
<CAPTION>
UNITED BANCORP,
YEAR INC. SHARES
OF OWNED
NAME AND AGE PRINCIPAL OCCUPATION INITIAL BENEFICIALLY(1) % OF
CLASS III (TERM EXPIRES IN 1998) PAST FIVE YEARS ELECTION (3/03/97) OUTSTANDING
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
HERMAN E. BORKOSKI President-Borkoski 1987 11,935(3) .59%
Tiltonsville, Ohio Funeral Homes, Inc.
Age: 59
JOHN M. HOOPINGARNER General Manager and 1992 823 .04%
Dover, Ohio Secretary-Treasurer
Age: 42 Muskingum Watershed
Conservancy District
RICHARD L. RIESBECK President- Riesbeck 1984 9,217 (4) .45%
St. Clairsville, Ohio Food Markets, Inc.
Age: 47
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
UNITED BANCORP,
YEAR INC. SHARES
OF OWNED
NAME AND AGE PRINCIPAL OCCUPATION INITIAL BENEFICIALLY(1) % OF
CLASS I (TERM EXPIRES IN 1999) PAST FIVE YEARS ELECTION (3/03/97) OUTSTANDING
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MICHAEL J. ARCIELLO Vice President-Finance 1992 1,235 .06%
Massillon, Ohio Nickles Bakeries
Age: 62
JOHN H. CLARK, JR. Retired Foundry Owner 1976 22,070 (5) 1.09%
Wheeling, West Virginia
Age: 69
DR. LEON F. FAVEDE, O.D. Optometrist 1981 7,323 (6) .36%
St. Clairsville, Ohio
Age: 60
</TABLE>
4
<PAGE> 7
SHARE OWNERSHIP OF MANAGEMENT OTHER THAN COMPANY DIRECTORS
The following table sets forth, as of March 3, 1997 the beneficial
ownership of Common Shares of the Company by each Executive Officer of the
Company and its subsidiaries and by all such persons, including Company
Directors, as a group.
<TABLE>
<CAPTION>
Common Shares
Name Beneficially Owned (1) Percent
---- ----------------------- ------
<S> <C> <C>
Charles E. Allensworth 363 0.02
Norman F. Assenza, Jr. (7) 4,296 0.21
Ronald S. Blake 49 nil
Cleo S. Dull 494 0.02
William S. Holbrook 4,072 0.20
James A. Lodes (8) 1,267 0.06
Harold W. Price (9) 1,129 0.06
All Company Directors and
Officers as a Group (16 individuals) 121,405 5.97
</TABLE>
(1) Beneficial ownership of Common Shares, as determined in accordance with
applicable rules of the Securities and Exchange Commission, includes shares
as to which a person has or shares voting power and/or investment power.
Except as otherwise indicated, the shareholders listed above have sole
voting and investment power with respect to their Common Shares.
(2) Includes 22,489 Common Shares of record held by spouse, Marlene K. Everson;
1,676 Common Shares held of record by son Todd M. Everson; 1,048 Common
Shares held of record by son Scott A. Everson; 1,628 Common Shares held of
record by son James W. Everson, Jr. jointly with wife Bethany Lynn Everson
and 1,011 Common Shares held of record by daughter Dana K. Everson.
(3) Includes 4,147 Common Shares held of record by spouse, Frances L. Borkoski;
3,211 Common Shares held of record by Borkoski Funeral Homes, Inc.
(4) Includes 8,591 Common Shares held of record by Riesbeck Food Markets, Inc.
(5) Includes 10,260 Common Shares of record held by spouse, Barbara L. Clark.
(6) Includes 5,935 Common Shares held of record by Pension Plan of Dr. Favede,
Dr. Leon F. Favede, Trustee; 442 Common Shares held of record by son Leon
M. Favede.
(7) Includes 1,204 Common Shares held of record jointly with parent, Helen
Assenza and 2,298 Common Shares held by parent, Helen Assenza with others.
(8) Includes 170 Common Shares held of record by spouse, Susan M.
Lodes.
(9) Includes 445 Common Shares held jointly with spouse, Irene R. Price.
5
<PAGE> 8
THE BOARD OF DIRECTORS, ITS COMMITTEES AND COMPENSATION
In 1996, there were a total of four regularly scheduled meetings of the
Board of Directors of United Bancorp, Inc. Each director of the Company
attended in excess of 75% of the meetings of the Board of Directors. At
year-end, all Company Board members except Mr. Arciello and Mr. Hoopingarner
also served on the Board of Directors of The Citizens Savings Bank, Martins
Ferry. Mr. Arciello, Mr. Everson and Mr. Hoopingarner also served on the
Board of Directors of The Citizens-State Bank of Strasburg. Both banks are
wholly-owned subsidiaries of the company and each meets monthly. The Company
has a Compensation Committee consisting of Messrs. Riesbeck, Chairman; Arciello,
Clark, Favede and Hoopingarner, and is responsible for administering the
Company's employee benefit plans, setting the compensation of the Subsidiary
banks' Presidents and recommends compensation for other holding company officers
paid through the subsidiary banks, reviewing the criteria that form the basis
for management's officer and employee compensation recommendations and reviewing
management's recommendations in this regard. The Compensation Committee, which
met one time during 1996, meets on an as needed basis, and pays committee fees
of $150.00 per meeting attended. Directors of the Company are paid an annual
retainer of $1,000 plus a fee of $225.00 per meeting attended. Pursuant to the
Company's Stock Option Plan, all directors of the Company were awarded during
1995 an option to purchase 1,500 shares of the Company's common stock at $14.94
per share. Due to the 10% share dividend paid June 20, 1996, the option to
purchase is now 1,650 shares at $13.58 per share.
The Company's lead bank, The Citizens Savings Bank, Martins Ferry, Ohio,
has the following committees of the Board of Directors: Executive,
Asset/Liability, Audit, and Development. The Executive Committee consists of
Messrs. Everson, Chairman; Davison, Clark and Riesbeck, and is responsible for
loan review, rate setting, compensation, management issues and asset/liability
management. The Executive Committee, which met fifty times in 1996, meets on a
weekly basis, and pays committee fees of $475.00 per month to outside
directors. The Asset/Liability Committee consists of The Executive Committee
and officers Assenza, Blake, Dull, Holbrook and Lodes and is responsible for the
pricing and repricing of loan and depository products, budgetary matters, and
manages the assets, liabilities and profitability of the Company and its
subsidiary banks. The Asset/Liability Committee met twelve times in 1996, meets
on a monthly basis, and does not pay committee fees to its members. The Audit
Committee consists of Messrs. Thomas, Chairman; Borkoski and Sambuco, and
reviews the audit plan with the Company's independent accountants, the scope and
the results of their audit engagement and the accompanying management letter;
reviews the scope and results of the Company's internal auditing procedures;
consults with independent accountants and management with regard to the
Company's accounting methods and the adequacy of its internal accounting
controls; approves professional services provided by the independent
accountants; reviews the independence of the independent accountants; and
reviews the range of the independent accountant's audit and non-audit fees. The
Audit Committee met four times in 1996, and pays committee fees of $150.00 per
meeting to outside directors. The Development Committee consists of the entire
Board of Directors, and is responsible for the investigation and evaluation of
acquisition and expansion opportunities. The Development Committee, which met
twelve times in 1996, meets on a monthly basis in conjunction with the monthly
board meeting and does not pay committee fees to its members.
The Board of Directors of the Company as a whole functions as a nominating
committee to propose nominees for director to the Board of Directors. The Board
of Directors will consider nominees recommended by stockholders, although it has
not actively solicited recommendations from stockholders for nominees nor has it
established any procedures for this purpose other than as set forth in the
Bylaws. See "Shareholders' Proposals" for 1998 Annual Meeting below.
The Company's subsidiary bank, The Citizens-State Bank of Strasburg,
Strasburg, Ohio, has the following committees of its Board of Directors:
Executive and Audit. The Executive Committee consists of Messrs. Arciello,
Chairman; Hoopingarner and Price, and is responsible for loan review, rate
setting, compensation, management issues and asset/liability management. The
Executive Committee met twelve times in 1996, and pays Committee fees of $50.00
per meeting to outside directors. The Audit Committee consists of Messrs. Ley,
Chairman; Herzig and
6
<PAGE> 9
Arciello, and is responsible for overseeing the work of the Bank's internal and
external auditors. The Audit Committee met four times in 1996, and pays
Committee Fees of $50.00 per meeting to outside directors.
The Citizens Savings Bank of Martins Ferry pays each director $475.00 per
month regardless of the number of meetings attended. The Citizens-State Bank of
Strasburg pays each director $375.00 per month regardless of the number of
meetings attended.
During 1996 the Board of Directors implemented the United Bancorp, Inc. and
United Bancorp, Inc. Affiliate Bank Directors Deferred Compensation Plan
pursuant to which directors may elect annually to defer all or a portion of
their directors fees. Once deferred such fees are periodically invested by a
related Trust in shares of United Bancorp, Inc. common stock. Deferred benefits
are payable upon termination of service as a member of the Board of Directors in
a lump sum or periodic payments at the election of the participant. Earlier
payment of accrued benefits is provided for in the event of death of the
participant or upon the occurrence of an "Unforeseeable Emergency."
COMPENSATION OF EXECUTIVE OFFICERS
United Bancorp, Inc. did not incur any salary expenses nor does it provide
pensions, profit sharing plans, or other benefits to any of its officers. All
such expenses are paid by United Bancorp, Inc.'s subsidiaries, The Citizens
Savings Bank of Martins Ferry and The Citizens-State Bank of Strasburg.
The following sets forth the direct remuneration paid by the Company's
subsidiaries to the officers whose total remuneration exceeded $100,000.00. The
figures are Base Salaries plus Incentive Compensation earned in the current
year and Other Annual Compensation which represents the Company's matching
401(k) contribution:
SUMMARY COMPENSATION TABLE
--------------------------
<TABLE>
<CAPTION>
Annual Compensation
Name and ---------------------------------------------
Principal Position Year Salary Bonus Other
- ------------------ ---- ------ ----- -----
<S> <C> <C> <C> <C>
James W. Everson 1996 $145,000 $43,591 $2,250
President & CEO 1995 $135,000 $33,556 $1,875
The Citizens Savings Bank 1994 $125,000 $30,665 -0-
United Bancorp, Inc.
Harold W. Price 1996 $100,000 $31,000 $1,857
President & CEO 1995 $ 85,000 $23,800 $1,295
The Citizens-State Bank 1994 $ 80,000 $15,464 -0-
Vice President - Administration
United Bancorp, Inc.
Norman F. Assenza, Jr. 1996 $ 80,000 $19,150 $1,287
Sr. Vice President - Operations 1995 $ 74,000 $13,871 $1,119
and Secretary 1994 $ 72,000 $12,947 -0-
</TABLE>
7
<PAGE> 10
The Citizens Savings Bank
Vice President - Operations
and Secretary
United Bancorp, Inc.
The following table sets forth the number and value of all unexercised
stock options held by Executive Officers at year end. The value of
"in-the-money" options refers to options having an exercise price which is less
than the market price of the Company's stock on December 31, 1996. On that
date, the Company's named Executive Officers held exercisable options which were
"in-the-money" as discussed in the following table. In addition, the table sets
forth the number of options exercised by each of the named Executive Officers
during 1996 and indicates the amount of value realized upon such exercise.
1996 STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
Number (#) of Value ($) of
Unexercised Unexercised
Options- Options-
12/31/96 12/31/96(1)
--------------- --------------
Shares Acquired Net Value($) Exercisable/ Exercisable/
Name on Exercise Realized Unexercisable Unexercisable
- --------------------- ---------------- ----------- -------------- --------------
<S> <C> <C> <C> <C>
James W. Everson -0- $0 0/ $0/
27,500 $224,675
Harold W. Price -0- $0 0/ $0/
11,000 $ 89,870
Norman F. Assenza, Jr. -0- $0 0/ $0/
5,500 $ 44,935
</TABLE>
(1) Represents estimated market value of the Company's common stock at
December 31, 1996, less the exercise price.
REPORT OF THE COMPENSATION COMMITTEE
Under rules established by the Securities and Exchange Commission (the
"SEC"), the Company is required to provide certain data and information in
regard to the compensation and benefits provided to the Company's President and
Chief Executive Officer and, if applicable, the four other most highly
compensated executive officers, whose compensation exceeded $100,000 during the
Company's fiscal year. The disclosure requirements, as applied to the Company,
include the Company's President and Chief Executive Officer (Mr. James W.
Everson), the Company's Vice President-Administration (Mr. Harold W. Price),
and the Company's Vice President-Operations (Mr. Norman F. Assenza, Jr.) and
includes the use of tables and a report explaining the rationale and
considerations that led to fundamental executive compensation decisions
affecting Mr. Everson, Mr. Price and Mr. Assenza. The Compensation Committee
(the "Committee") has the responsibility of determining the compensation policy
and practices with respect to all of the Company's Executive Officers. At the
direction of the Board of Directors, the Committee has prepared the following
report for inclusion in this Proxy Statement.
COMPENSATION PHILOSOPHY. This report reflects the Company's compensation
philosophy as endorsed by the Committee. The Committee determines the level of
compensation for all other executive officers within the constraints of the
amounts approved by the Board.
Essentially, the executive compensation program of the Company has been
designed to:
8
<PAGE> 11
- Support a pay-for-performance policy that awards executive officers for
corporate performance.
- Motivate key senior officers to achieve strategic business goals.
- Provide compensation opportunities which are comparable to those
officers by other peer group companies, thus allowing the Company to
compete for and retain talented executives who are critical to the
Company's long-term success.
SALARIES. The Committee kept the base salary paid to Mr. Everson at
$145,000 effective January 1, 1996 and made him eligible to receive Directors
Fees for serving on the company board of directors and two subsidiary bank
boards of directors, thus permitting him to participate in the newly established
Directors Deferred Fee Plan, increasing his compensation for 1997 by $12,100 or
8.3%. Mr. Price's base salary was increased $5,000 to $105,000 and he was made
eligible to collect Directors Fees for his boardship at The Citizens-State Bank,
thus permitting him to participate in the newly established Directors Deferred
Fee Plan, increasing his compensation for 1997 by $9,500 or 9.5%. Mr. Assenza's
base salary was increased by 3.2% to $82,400. The company uses the services of
Ben S. Cole Financial Inc., an independent outside consultant of Boston,
Massachussetts in setting Executive Compensation. Increases recognize the
continued improvement of 1996 earnings over 1995 and their implementation of
operating efficiencies during the year which is reflected in the 1996 increase
in shareholder value. In addition the Committee approved compensation increases
for all other executive officers of the Company. The Board of Directors of the
Company approved all such increases upon the recommendation of the Committee.
Executive Officers salary increase determinations are based upon performance
appraisals of such executives which reviews, among other things, the
performance of executives against goals set in the prior year, extraordinary
service and promotions within the organization.
INCENTIVE COMPENSATION. Officers of United Bancorp, Inc. named above are
participants in the following described plan of United Bancorp, Inc., The
Citizens Savings Bank, Martins Ferry, Ohio, and The Citizens-State Bank of
Strasburg, wholly-owned subsidiaries of the Company.
The Company and The Banks' Incentive Compensation Plans provide the
opportunity to earn a percentage of salary based on achievement of predetermined
goals established by each Board of Directors. The type and relative weighting
of goals may change from year to year. For 1996 the incentive amounts
distributed were determined by achievement against specific asset growth, return
on assets, return on equity and loan to asset ratio targets. In addition,
participants other than the CEO's have a portion of their incentives determined
by goals for their areas of responsibility. Eligibility and allocation of
incentive awards for all participants are determined by the Compensation
Committee.
The above officers of the Company received the following amounts, which are
included in the above tables, under Bonus earned based on 1996: $43,591 to Mr.
Everson, $31,000 to Mr. Price and $19,150 to Mr. Assenza. Additionally, Mr.
Everson had personal use of a company vehicle valued for 1996 at $2,152.00 and a
club membership valued at $1,065.00. Mr. Price had personal use of a company
vehicle valued for 1996 at $1,438.00.
LONG TERM COMPENSATION. Long term incentive compensation is addressed by
the Company's Stock Option Plan. The Stock Option Plan was designed to provide
long-term incentive to the executive officers and directors of the Company, and
to better align the interest of management with those of the Company's
shareholders. The Board believes that stock options provide an effective means
of accomplishing its long-term compensation objectives, as the level of
compensation is directly proportional to the level of appreciation in the market
value of the Company's common stock subsequent to the date of the option grant.
This Report on Compensation is submitted by the Compensation Committee
Members:
Richard L. Riesbeck, Chairman
Michael J. Arciello
John H. Clark, Jr.
9
<PAGE> 12
Dr. Leon F. Favede, O.D.
John M. Hoopingarner
PERFORMANCE GRAPH - FIVE-YEAR SHAREHOLDER RETURN COMPARISON
The SEC requires that the Company include in this Proxy Statement a
line-graph presentation comparing cumulative, five-year shareholder returns on
an indexed basis with a broad equity market index and either a nationally
recognized industry standard or an index of peer companies selected by the
Company. The Company has chosen SNL Securities, a research and publishing firm
specializing in the collection and dissemination of data on the banking, thrift
and financial services industries for the purpose for this performance
comparison which includes the SNL-Midwestern Bank Index, All Bank Index and
NASDAQ Total Return Index. Each index is weighted for all companies that fit
the criteria of that particular index and assumes dividends are received in cash
and reinvested to purchase additional shares. The following chart measures $100
invested December 31, 1991 in the Company's common stock and each index,
measured over five years.
STOCK PRICE PERFORMANCE CHART
- - - LINE CHART INSERTED HERE - - -
<TABLE>
<CAPTION>
Index 12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
United Bancorp, Inc. 100.00 114.30 263.51 302.39 234.54 412.01
NASDAQ - Total US 100.00 116.38 133.59 130.59 184.67 227.16
SNL Banks (ALL) Index 100.00 136.96 150.03 146.62 228.28 318.53
SNL Banks (Midwest) Index 100.00 129.11 134.90 130.38 192.66 262.11
</TABLE>
PENSION PLAN
United Bancorp, Inc. does not have any compensated employees; however, it
does maintain a Pension Plan for the employees of its subsidiary banks' with
each bank contributing its share of the cost in annual contribution to the
Pension Plan.
United Bancorp, Inc. of Martins Ferry, Ohio and its subsidiary Banks
Employees' Retirement Plan (the Plan) is a Defined Benefit Plan for all eligible
full time employees. It may provide monthly benefits commencing as early as age
50, but not later than age 70, for employees who terminate or retire with 5 or
more years of credited service.
Benefits at retirement or vested termination are based on all the years
credited service, and the average of the highest five consecutive years. The
Plan is integrated with social security covered compensation.
The table below sets forth retirement benefits at various levels of
compensation and years of service based upon retirement at age 65. For this
table, benefits are payable to the participant for life and are based on 1996
terms and factors.
10
<PAGE> 13
BENEFIT TABLE FOR A PARTICIPANT
ATTAINING AGE 65 IN 1996
<TABLE>
<CAPTION>
YEARS OF SERVICE
-------------------------------------------------------
AVERAGE
ANNUAL SALARY 10 15 20 25 30 35 OR MORE
<S> <C> <C> <C> <C> <C> <C>
$150,000 $24,458 $36,686 $48,915 $61,144 $73,373 $85,601
$125,000 $20,083 $30,124 $40,165 $50,206 $60,248 $70,289
$100,000 $15,708 $23,561 $31,415 $39,269 $47,123 $54,976
$ 75,000 $11,333 $16,999 $22,665 $28,331 $33,998 $39,664
$ 50,000 $ 6,958 $10,436 $13,915 $17,394 $20,873 $24,351
$ 25,000 $ 2,750 $ 4,125 $ 5,500 $ 6,875 $ 8,250 $ 9,625
$ 10,000 $ 1,100 $ 1,650 $ 2,200 $ 2,750 $ 3,300 $ 3,850
</TABLE>
The above officers of the Company will have the following years of
estimated credited service at retirement: Mr. Everson 42 years; Mr. Price 17
years; Mr. Assenza, 32 years.
SPECIAL SEVERANCE AGREEMENT
The Company has entered into a Special Severance Agreement ("Agreement")
with Mr. Everson, Mr. Price, and Mr. Assenza, its President and Chief Executive
Officer, its Vice President - Administration, and its Vice President-Operations,
respectively and other key holding company officers. The Agreement provides
that Mr. Everson, Mr. Price and Mr. Assenza shall be entitled to a lump sum
severance benefit in the event of Mr. Everson's, Mr. Price's and Mr. Assenza's
termination of employment (other than for cause) following a Change of Control
and involuntary termination of employment. A Change of Control is defined to
include merger or other acquisition of the Company and certain other changes in
the voting control of the Company. In the event of a Change of Control and the
involuntary termination of his employment, the Agreement requires that Mr.
Everson receive 2.99 times annual compensation, Mr. Price to receive 2.0 times
annual compensation and Mr. Assenza to receive 1.0 times annual compensation,
in a lump sum cash payment, at that level in effect immediately prior to such
Change of Control. The Agreement has a term of 1 year and is automatically
extended for one additional year unless, not later than June 30th of the
preceding year the Company gives notice of termination of the agreement. The
rights of the Company to choose to employ or terminate Mr. Everson, Mr. Price,
and Mr. Assenza, prior to a Change of Control are not affected by this
Agreement. In the event a Change of Control had occurred on January 1, 1997,
and Mr. Everson's, Mr. Price's and Mr. Assenza's employment had been
involuntarily terminated on such date (other than for cause), Mr. Everson, Mr.
Price and Mr. Assenza would have been entitled (subject to certain immaterial
modifications provided by the Agreement which may lower the amount), to receive
a lump sum severance benefits of $553,439, $265,714 and $100,437, respectively.
In the event a potential Change of Control is announced, all executives agree to
remain in the employment of the Company for not less than one (1) year following
the initial occurrence of such a potential change in Control of the Company.
INTEREST IN MATERIAL TRANSACTIONS
Some of the directors and officers of United Bancorp, Inc., and the
companies with which they are associated, were customers of The Citizens Savings
Bank of Martins Ferry and The Citizens-State Bank of Strasburg, and had banking
transactions with the banks in the ordinary course of business during 1996, and
expect to have such banking transactions in the future. All loans and
commitments for loans included in such transactions were made on
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substantially the same terms, including interest rates and collateral, as those
prevailing at the time for comparable transactions with other persons, and in
the opinion of the management of the banks, did not involve more than normal
risk of collectibility, or present other unfavorable features. The aggregate
amount of such loans outstanding at December 31, 1996, was $2,135,565 or 10.67%
of the Company's consolidated equity at year-end.
COMPLIANCE WITH SECTION 16(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the
Company's officers and directors, and persons who own more than ten percent of
a registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, directors and greater than ten percent shareholders are required by
SEC regulation to furnish the Company with copies of all Section 16(a) forms
they file.
Based solely on review of the copies of such forms furnished to the
Company, or written representations that no Form 5's were required, the Company
believes that during 1996, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10 percent beneficial owners were
complied with by such persons.
AUTHORIZED SHARES
The Company was incorporated in 1983 with 500,000 authorized shares and
issued 220,000 shares in connection with the reorganization with The Citizens
Savings Bank. The authorized shares were increased to 2,000,000 by shareholder
approval at the Annual Meeting held in 1988 and to 10,000,000 by shareholder
approval at the Annual meeting held in 1994. Through a 50% share dividend paid
in October 1987, the sale of 90,000 new shares in November of 1987, two 100%
share dividends paid in October 1992 and December 1993 and a 10% share dividend
paid in 1994 and on June 20, 1996, the Company now has a total of 2,033,385
common shares outstanding of 10,000,000 shares authorized. The Company has one
class of authorized capital stock which is its $1.00 par value common shares.
Each outstanding share is entitled to one vote on all matters to come before the
stockholders. In certain business combinations transactions which are not
approved by the Company's Board of Directors, the affirmative vote of 75% of the
outstanding shares is required for approval. Holders of the Company's common
shares are not entitled to preemptive rights upon the issuance of shares by the
Company. In the event the Company issues additional shares (other than as a
share dividend on a pro-rata basis to all shareholders), shareholders will
experience voting dilution in their ownership positions.
AUDITORS
The Board of Directors has approved and recommends to the shareholders the
re-appointment of Crowe, Chizek and Company LLP, certified public accountants,
as the Company's external auditors.
Crowe, Chizek and Company LLP is a regional certified public accounting and
management consulting firm formed in 1942, which serves clients primarily in
Ohio, Indiana, Michigan, Illinois and Kentucky. Offices of the firm are located
in Cleveland and Columbus, Ohio; South Bend, Indianapolis, Elkhart and
Merrillville, Indiana; Grand Rapids, Michigan; Oak Brook, Illinois; Louisville,
Kentucky; Ft. Lauderdale, Florida; and London, England. The professional staff
of the firm consists of 93 partners and over 1,048 employees. Crowe, Chizek
and Company LLP has become the nation's 10th largest certified public accounting
firm, and is committed to serving the banking industry with one-third of their
business related to financial institutions.
A representative of Crowe, Chizek and Company LLP will be present at the
annual meeting and will be available to respond to questions, and will be given
an opportunity to make a statement if they desire to do so.
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<PAGE> 15
THE BOARD OF DIRECTORS OF THE COMPANY UNANIMOUSLY RECOMMENDS THE ADOPTION OF THE
PROPOSAL TO RE-APPOINT CROWE, CHIZEK AND COMPANY LLP AS EXTERNAL AUDITOR OF THE
COMPANY AND ITS SUBSIDIARY BANKS.
SHAREHOLDERS' PROPOSALS
Proposals of shareholders which are to be presented at the 1998 Annual
Meeting of Shareholders of the Company must be received by the Company no later
than December 31, 1997, for inclusion in the Company's proxy statement and form
of proxy relating to such meeting. Proposals should be sent by certified mail,
return receipt requested, to James W. Everson, President and Chief Executive
Officer, United Bancorp, Inc., 4th at Hickory Street, Martins Ferry, Ohio 43935.
13
<PAGE> 16
OTHER BUSINESS
The management at present knows of no other business to be brought before
the meeting. If any other business is presented at such meeting, the proxy will
be voted in accordance with the recommendations of the Board of Directors. A
copy of the Company's 1996 financial report filed with the Securities and
Exchange Commission, on Form 10-K, will be available without charge to
shareholders upon request. Address all requests, in writing, for this document
to Ronald S. Blake, Treasurer, United Bancorp, Inc., 4th at Hickory Street,
Martins Ferry, Ohio 43935.
By order of the Board of Directors
James W. Everson
President and Chief Executive
Officer
Martins Ferry, Ohio
March 20, 1997
WE URGE YOU TO SIGN AND RETURN THE ENCLOSED PROXY FORM AS PROMPTLY AS
POSSIBLE WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. IF YOU DO
ATTEND THE MEETING, YOU MAY THEN WITHDRAW YOUR PROXY.
14
<PAGE> 17
UNITED BANCORP, INC.
Martins Ferry, Ohio 43935
-PROXY-
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 16, 1997
PLEASE SIGN AND RETURN IMMEDIATELY
KNOW ALL MEN BY THESE PRESENTS that the undersigned Shareholder or
Shareholders of United Bancorp, Inc. (the "Company"), Martins Ferry, Ohio, do
hereby nominate, constitute and appoint John H. Clark, Jr., Donald A. Davison,
James W. Everson and Richard L. Riesbeck or any one of them (with substitution,
for me or our stock and in my or our name, place and stead) to vote all the
common stock of said Company standing in my or our name, on its books on March
3, 1997, at the Annual Meeting of Shareholders to be held at the main office of
the Company, Fourth at Hickory Street, Martins Ferry, Ohio, on Wednesday, April
16, 1997, at 2:00 o'clock p.m., or any adjournment thereof with all the powers
the undersigned would possess if personally present. The shares will be voted
in accordance with my specifications, as follows:
1. To fix the number of Directors at a minimum of nine (9) and a maximum
of thirteen (13) and to elect three (3) Directors to Class II of the
Board of Directors, specifically,
James W. Everson President & CEO - United Bancorp, Inc. and
The Citizens Savings Bank, Martins Ferry,
Ohio Director - The Citizens-State Bank
of Strasburg
Errol C. Sambuco President & CEO
The Ohio Coatings Company
Matthew C. Thomas President
M. C. Thomas Insurance Agency, Inc.
to serve as Directors of Class II until the Annual Meeting of
Shareholders in 2000, and until their successors are duly elected and
shall have qualified.
For_______ Withhold Authority to vote for all nominees_________
(TO WITHHOLD AUTHORITY TO VOTE FOR ONE OR MORE OF THE ABOVE NOMINEES, STRIKE A
LINE THROUGH THEIR NAME)
2. To ratify and approve the appointment of Crowe, Chizek and Company LLP
independent certified public accountants, to serve as the Company's
external auditor for fiscal year 1997.
For_______ Against_________ Abstain_________
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
For_______ Against_________ Abstain_________
This Proxy confers authority to vote "FOR" each proposition listed
above unless "AGAINST" or "ABSTAIN" is indicated. (IF ANY OTHER BUSINESS
IS PRESENTED AT SAID MEETING, THE PROXY SHALL BE VOTED IN ACCORDANCE
WITH THE RECOMMENDATIONS OF THE BOARD OF DIRECTORS.)
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" EACH OF THE
LISTED PROPOSITIONS. (THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS AND MAY BE REVOKED PRIOR TO ITS EXERCISE.)
Dated________________________
_____________________________
signature of shareholder
_____________________________
signature of shareholder
When signing as attorney,
executor, administrator,
trustee or guardian, please
give full title. If more than
one trustee, all should sign.
ALL JOINT OWNERS MUST SIGN.
PLEASE SIGN AND RETURN YOUR PROXY NOW. IT IS IMPORTANT THAT WE RECEIVE YOUR
VOTE, AS PASSAGE OF EACH OF THE PROPOSALS REQUIRES THE FAVORABLE VOTE OF A
MAJORITY OF THE OUTSTANDING SHARES.
