<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)
- --------------------------------------------------------------------------------
(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)(1) 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:
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<PAGE> 2
UNITED BANCORP, INC.
[UNITED BANCORP LOGO]
P. O. BOX 10 - MARTINS FERRY, OHIO 43935 - TEL. (740) 633-BANK
WE ARE UNITED TO BETTER SERVE YOU
March 24, 2000
Dear Shareholder:
You are cordially invited to attend the Annual Meeting of United Bancorp,
Inc. scheduled for Wednesday, April 19, 2000 at 2:00 p.m. WHETHER OR NOT YOU
PLAN TO ATTEND OUR ANNUAL MEETING, PLEASE EXECUTE THE PROXY AND RETURN IT IN THE
ENCLOSED POSTAGE PAID ENVELOPE. This Proxy may be revoked any time before its
exercise or by your attending our scheduled meeting.
The Annual Certified Opinion Audit of United Bancorp, Inc. is enclosed for
your review prior to attending our Annual Meeting. We are both proud and excited
about our 1999 financial results that reflect the continued cooperation and
dedication of our Directors, Officers and Employees.
Payment of our regular first quarter cash dividend was made by separate
mailing on March 20th. Whether or not you received your dividend check in a
separate mailing is dependent upon your level of participation in our Dividend
Reinvestment Plan, participation in our direct deposit program or whether your
stock is being held by you or in a broker nominee name. NO PAYMENT HAS BEEN
INCLUDED WITH THIS MAILING OF OUR PROXY MATERIALS.
As a shareholder, we encourage you to use and recommend our products and
services. Any successful effort you have in bringing additional business to one
of our Banks will increase the value of your investment. We thank you our
shareholders, customers and friends for your continued confidence and support.
Very truly yours,
UNITED BANCORP, INC.
/s/ James W. Everson
James W. Everson
Chairman, President & Chief Executive Officer
JWE/sw
<PAGE> 3
NOTICE OF THE ANNUAL MEETING OF THE SHAREHOLDERS
TO THE SHAREHOLDERS OF
UNITED BANCORP, INC.
MARTINS FERRY, OHIO
March 24, 2000
You are hereby notified that the Annual Meeting of Shareholders of United
Bancorp, Inc. (the "Company"), will be held on Wednesday, April 19. 2000, at
2:00 p.m. at the Company's main office, 201 South 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 seven (7) and to elect two (2) Directors
to Class II of the Board of Directors, specifically,
James W. Everson Chairman, President and Chief Executive Officer -
United Bancorp, Inc. and The Citizens Savings Bank
Chairman - The Community Bank
Matthew C. Thomas President - M.C. Thomas Insurance Agency, Inc.
to serve as Directors of Class II until the Annual Meeting of Shareholders
in 2003, 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 2000; 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 1, 2000 as the record date for the
determination of shareholders entitled to notice of and to vote at the
meeting or any adjournment thereof.
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
/S/ Norman F. Assenza Jr.
-------------------------------
Norman F. Assenza Jr.
Page 3
<PAGE> 4
[UNITED BANCORP, INC. LOGO] UNITED BANCORP, INC.
201 S. 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, 201 South
4th at Hickory Street, Martins Ferry, Ohio, Wednesday, April 19, 2000 at 2:00
p.m. (local time). The number of shares outstanding and entitled to vote thereat
is 2,942,885, $1.00 par value per share. No individual beneficially owns over 5%
of the outstanding shares. Shareholders of record on March 1, 2000, will have
one vote for each share held on such date, and do have the right to cumulate
votes in the election of directors. This proxy statement and proxy are being
mailed on or about March 24, 2000.
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. Properly signed and dated proxies received by
the Secretary of the Company prior to or at the Annual Meeting will be voted as
instructed on the proxy or, in the absence of such instructions will be voted,
(a) "For" the election to the Board of Directors of the persons nominated by the
Board and to fix the number of Directors at seven (7), (b) to ratify and approve
the appointment of Crowe Chizek and Company LLP, independent certified public
accountants, and (c) in accordance with the judgement of the Board of Directors
on any other matters which may properly come before the meeting. You may revoke
your proxy at any time prior to its exercise by giving written or oral notice to
the Chairman, President and Chief Executive Officer, or by executing a
subsequently dated proxy or by voting in person at the annual meeting.
VOTING PROCEDURES
The presence in person or by proxy of a majority of the outstanding shares
of the Company's common stock constitutes a quorum at the Annual Meeting.
Abstentions and broker non-votes will be counted for purposes of determining the
presence of a quorum.
The two nominees for director who receive the largest number of votes cast
"For" will be elected as directors if the number of directors is fixed at seven
(7). Shares represented at the annual meeting in person or by proxy but withheld
or otherwise not cast for the election of directors, including abstentions and
broker non-votes, will have no impact on whether a quorum is present to fix the
number of directors and to elect directors or on the outcome of the election.
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<PAGE> 5
Shareholders have cumulative voting rights with respect to the election of
directors. Cumulative voting rights allow shareholders to vote the number of
shares owned by them times the number of directors to be elected and to cast
such votes for one director or to allocate such votes among directors as they
deem appropriate.
Abstentions will have the same effect as votes cast against the proposal to
approve the appointment of Crowe, Chizek and Company LLP as independent auditors
of the Company, provided such shares are properly present at the meeting in
person or by proxy, and shares not voted by brokers and other entities holding
shares on behalf of beneficial owners will have no effect on the outcome.
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 two directors to serve
in Class II and to fix the number of Directors at seven (7).
The nominees for election at the forthcoming Annual Meeting are Messrs. James
W. Everson 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 2003, and until their successor is duly elected and
shall have qualified.
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,
PRINCIPAL INC. SHARES
OCCUPATION PAST YEAR OF OWNED BENEFICIALLY(1) % OF
NAME AND AGE FIVE YEARS INITIAL ELECTION (12/31/99) OUTSTANDING
CLASS II (TERM EXPIRES IN 2003)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JAMES W. EVERSON Chairman, President 1969 66,015 (2) 2.24%
St. Clairsville, Ohio and Chief Executive Officer -
Age: 61 United Bancorp, Inc. and
The Citizens Savings Bank,
Chairman - The Community Bank
MATTHEW C. THOMAS President 1988 12,480 (3) .42%
St. Clairsville, Ohio M. C. Thomas Insurance
Age: 43 Agency, Inc.
</TABLE>
<PAGE> 6
INFORMATION AS TO DIRECTORS WHOSE TERMS OF OFFICE
WILL CONTINUE AFTER THE 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
UNITED BANCORP,
PRINCIPAL INC. SHARES
OCCUPATION PAST YEAR OF OWNED BENEFICIALLY(1) % OF
NAME AND AGE FIVE YEARS INITIAL ELECTION (12/31/99) OUTSTANDING
CLASS I (TERM EXPIRES IN 2002)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
MICHAEL J. ARCIELLO Retired Vice President 1992 3,127(4) .01%
Massillon, Ohio Finance Nickles Bakeries
Age: 65
JOHN H. CLARK, JR. Retired - 1976 26,311(5) .89
Wheeling, West Virginia Foundry Owner
Age: 72
L. E. RICHARDSON, JR. Retired President 1998 62,239(6) 2.11%
Newark, Ohio Community Bank of Glouster
Age: 67
<CAPTION>
UNITED BANCORP,
PRINCIPAL INC. SHARES
OCCUPATION PAST YEAR OF OWNED BENEFICIALLY(1) % OF
NAME AND AGE FIVE YEARS INITIAL ELECTION (12/31/99) OUTSTANDING
CLASS III (TERM EXPIRES IN 2001)
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JOHN M. HOOPINGARNER General Manager - 1992 1,436 (7) .05%
Dover, Ohio and Secretary-Treasurer
Age: 45 Muskingum Watershed
Conservancy District
RICHARD L. RIESBECK President - Riesbeck 1984 11,519 (8) .39%
St. Clairsville, Ohio Food Markets, Inc.
Age: 50
</TABLE>
Page 6
<PAGE> 7
SHARE OWNERSHIP OF MANAGEMENT OTHER THAN COMPANY DIRECTORS
The following table sets forth, as of December 31, 1999 the beneficial
ownership of Common Shares of the Company by each Executive Officer of the
Company and by Directors and Executive Officers, as a group.
<TABLE>
<CAPTION>
COMMON SHARES
NAME BENEFICIALLY OWNED(1) PERCENT
---- --------------------- -------
<S> <C> <C>
Norman F. Assenza, Jr. (9) 6,275 0.21
Randall M. Greenwood 220 nil
Alan M. Hooker (10) 681 nil
James A. Lodes (11) 3,625 0.12
All Company Directors and Executive
Officers as a Group (11 individuals) 193,928 6.59%
</TABLE>
All Directors and all Officers of United Bancorp, Inc and its two
subsidiary banks plus the Employees 401(k) Plan and the Employees Defined
Benefit Retirement Plan as a group hold 291,715 shares representing 9.91% of
total outstanding shares of United Bancorp, Inc. common shares.
(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 28,825 Common Shares held of record held by spouse Marlene K.
Everson; 2,180 Common Shares held of record by son Todd M. Everson; 1,361
Common Shares held of record by son Scott A. Everson; 29 Common Shares held
of record by daughter Dr. Dana K. Everson; 1,729 Common Shares held by son
James W. Everson, Jr. jointly with his wife Bethany Lynn Everson and 3,065
Common Shares held in trust as a participant in the Directors Deferred
Compensation Plan.
(3) Includes 107 Common Shares of record held in trust each for son Matthew
Cole Thomas and daughter Jenna Caye Thomas, 2,504 Common Shares held in
trust as a participant in the Directors Deferred Compensation Plan and
1,074 shares of record held by M. C. Thomas Insurance Agency. Inc.
(4) Includes 391 Common Shares held in trust as a participant in the Directors
Deferred Compensation Plan.
(5) Includes 12,127 Common Shares of record held by spouse, Barbara L. Clark;
and 1,567 Common Shares held in trust as a participant in the Directors
Deferred Compensation Plan.
(6) Includes 232 shares subject to options, which are presently exercisable.
Page 7
<PAGE> 8
(7) Includes 171 Common Shares held in trust as a participant in the Directors
Deferred Compensation Plan and 280 shares subject to options, which are
presently exercisable.
(8) Includes 10,418 Common Shares held of record by Riesbeck Food Market's Inc.
(9) Includes 1,413 Common Shares held of record jointly with parent, Helen
Assenza, 2,693 Common Shares held of record by parent, Helen Assenza with
others and 823 shares subject to options which are presently exercisable.
(10) Includes 86 Common Shares held of record by spouse, Lisa R. Hooker and 389
Common Shares held in trust as a participant in the Directors Deferred
Compensation Plan.
(11) Includes 196 Common Shares held of record by spouse, Susan M. Lodes and 933
shares subject to options which are presently exercisable.
THE BOARD OF DIRECTORS, ITS COMMITTEES AND COMPENSATION
In 1999, 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 combined total of the meetings of the Board of Directors
and meetings of each committee which such directors served. On April 21, 1999,
The Citizens-State Bank, Strasburg, Ohio was merged into The Citizens Savings
Bank, Martins Ferry, Ohio, resulting in two banking subsidiaries for the
Company, The Citizens Savings Bank, Martins Ferry, Ohio and The Community Bank,
Lancaster, Ohio. All Directors of The Citizens State-Bank continued as Directors
of The Citizens Savings Bank. On April 21, 1999, Herman E. Borkoski, Dr. Leon F.
Favede and Errol C. Sambuco resigned as Directors of United Bancorp, Inc and
continue serving as Directors of The Citizens Savings Bank. At year-end, all
Company Board members except Mr. Richardson also served on the Board of
Directors of The Citizens Savings Bank, Martins Ferry, Ohio. Mr. Everson and Mr.
Richardson also served on the Board of Directors of The Community Bank,
Lancaster, Ohio. The Citizens Savings Bank, Martins Ferry, Ohio and The
Community Bank, Lancaster, Ohio are wholly owned subsidiaries of the company and
each meets monthly. The Company has a Compensation Committee consisting of
Messrs. Riesbeck, Chairman; Arciello, Clark, and Hoopingarner, and is
responsible for administering the Company's employee benefit plans, setting the
compensation of the Subsidiary banks' Presidents, 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 1999, meets on an as needed
basis, and pays committee fees of $200.00 per meeting attended. Directors of the
Company are paid an annual retainer of $5,000 plus a fee of $400.00 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, 10% share dividend paid September 20, 1998, and 5% share dividend
paid December 19, 1998 and 5% share dividend paid December 20, 1999, the option
to purchase is now 2,000 shares at $10.98 per share.
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<PAGE> 9
The Company's lead bank, The Citizens Savings Bank, Martins Ferry, Ohio,
has the following committees of the Board of Directors: Executive,
Asset/Liability and Audit. The Executive Committee consists of Messrs. Riesbeck,
Chairman; Clark, Everson and Thomas, and is responsible for loan review, rate
setting, management issues and asset/liability management. The Executive
Committee, which met fifty times in 1999, meets on a weekly basis, and pays
committee fees of $800.00 per month to outside directors. The Asset/Liability
Committee consists of The Executive Committee and officers Assenza, Scott
Everson, Greenwood 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 1999, meets on a monthly basis,
and does not pay committee fees to its members. The Audit Committee consists of
Messrs. Arciello, Chairman; Borkoski, Sambuco and Thomas, 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 1999, and pays committee fees of $200.00 per meeting to outside
directors.
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. See
"Shareholders' Proposals" for 2000 Annual Meeting below.
The Company's subsidiary bank, The Community Bank, Lancaster, Ohio has the
following committees of its Board of Directors: Executive Committee and Audit
Committee. The Executive Committee of The Community Bank consists of Messrs.
Everson, Chairman; Hooker, Samuel Jones, Terry A. McGhee and Richardson and
meets monthly and is paid $100 per meeting to the outside directors. The Audit
Committee consists of Philip Kasler, Chairman, Terry A. McGhee and Samuel Jones
and meets quarterly and each committee member is paid $100.00 per meeting.
The Citizens Savings Bank, Martins Ferry, Ohio paid each director a $5,000
Annual Retainer and $400 per meeting attended and The Community Bank, Lancaster,
Ohio paid each director a $2,700 Annual Retainer and $300.00 per meeting
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 stock distribution or periodic stock distribution 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".
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<PAGE> 10
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, Martins Ferry, Ohio and The Community Bank, Lancaster, Ohio.
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 including director fees, Incentive Compensation earned
in the current year and Other Annual Compensation, which represents the
Company's matching 401(k) contribution of $4,800.00 for Mr. Everson, $4,800.00
for Mr. Price, $1,142.00 for Mr. Hooker and $3,049 for Mr. Assenza.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
-------------------------------------------
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OTHER
- --------------------------- ---- ------ ----- -----
<S> <C> <C> <C> <C>
James W. Everson 1999 $199,075 $ 31,774 $ 4,800
Chairman, President & CEO 1998 $174,700 $ 44,606 $ 2,500
The Citizens Savings Bank and 1997 $158,600 $ 40,192 $ 2,375
United Bancorp, Inc.
Harold W. Price (deceased 9-12-99) 1999 $142,044 -0- $ 4,800
President & CEO 1998 $129,050 $ 36,880 $ 2,500
The Citizens Savings Bank 1997 $110,200 $ 33,600 $ 2,040
Executive Vice President-Administration
United Bancorp, Inc.
Alan M. Hooker 1999 $ 96,300 $ 17,849 $ 1,142
President & CEO 1998 $ 13,077 -0- -0-
The Community Bank &
Executive Vice President -
Administration - United Bancorp, Inc.
Norman F. Assenza, Jr 1999 $ 84,400 $ 11,447 $ 573
Sr. Vice President - 1998 $ 84,400 $ 19,623 $ 1,266
Regulatory Compliance & Secretary 1997 $ 82,400 $ 18,205 $ 1,523
The Citizens Savings Bank
Vice President - Operations & Secretary
United Bancorp, Inc.
</TABLE>
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<PAGE> 11
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, 1999. 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 1999 and indicates the amount of value realized upon such exercise.
1999 STOCK OPTION EXERCISES AND YEAR-END VALUE TABLE
<TABLE>
<CAPTION>
NUMBER (#) OF VALUE ($) OF
UNEXERCISED UNEXERCISED
OPTIONS- OPTIONS-
12/31/99 12/31/99(1)
-------- -----------
SHARES ACQUIRED NET VALUE($) EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
James W. Everson 4,669 $25,481 -0- -0-
28,681 $130,326
Harold W. Price -0- $ 0 13,340 $ 60,617
-0- -0-
Norman F. Assenza, Jr. 105 $573 829 $ 3,767
5,736 $ 26,064
</TABLE>
(1) Represents market value at $15.75 per share of the Company's common stock
at December 31, 1999, 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 Chairman, President and Chief Executive Officer (Mr. James
W. Everson), the Company's Executive Vice President - Administration (Mr. Alan
M. Hooker), 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. Hooker 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:
- - 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.
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<PAGE> 12
SALARIES. The Committee set the base salary paid to Mr. Everson at $175,000
effective January 1, 1999 and paid him Directors Fees in the amount of $24,075
for serving on the company board of directors and two subsidiary banks boards of
directors, thus permitting him to participate in the established Directors
Deferred Fee Plan. His total base compensation for 1999 increased $24,375 or
13.9%. Mr. Price's base salary was set at $150,000 and he was paid Directors
Fees of $11,275 for his Boardship at The Citizens-State Bank and The Citizens
Savings Bank, thus permitting him to participate in the established Directors
Deferred Fee Plan. His total base compensation represents the amount paid
through the date of his death on September 12, 1999. Mr. Assenza's base salary
was maintained at $84,400. Mr. Hooker's base salary was set at $90,000 and he
was paid director fees of $6,300 for his Boardship at The Community Bank, thus
permitting him to participate in the established Directors Deferred Fee Plan.
The company has used the services of Ben S. Cole Financial Inc., an independent
outside consultant of Boston, Massachusetts in setting Executive Compensation
and surveys conducted by Crowe, Chizek and Company, LLP. Increases recognize
additional responsibility resulting from the expansion into Lancaster, Ohio by
The Community Bank and, the consolidation of The Citizens State Bank into the
Citizens Savings Bank creating a larger area of administration. In addition the
Committee approved compensation increases for all other executive officers of
the Company. The Board of Directors of the Company and Subsidiary Banks 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 and compensation levels within peer groups.
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 Community Bank, Lancaster,
Ohio, 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 1999 the incentive amounts distributed
were determined by achievement against specific earnings per share growth, 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 1999 results: $31,774
to Mr. Everson, $17,849 to Mr. Hooker and $11,447 to Mr. Assenza. Additionally,
Mr. Everson had personal use of a company vehicle valued for 1999 at $2,815.00
and a club membership valued at $1,600. Mr. Price had personal use of a company
vehicle valued for 1999 at $1,493 and Mr. Hooker had personal use of a company
vehicle valued for 1999 at $ $743.00.
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., John M.
Hoopingarner
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<PAGE> 13
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN COMPENSATION
DECISIONS. Regulations require the disclosure of any related party transactions
with members of the Compensation Committee. During the past year, certain
directors and officers, including members of the Compensation Committee, and one
or more of their associates, may have been customers of and had business
transactions with one or more of the bank subsidiaries of United Bancorp, Inc.
All loans included in such transactions were made in the ordinary course of
business and on substantially the same terms, including interest rates and
collateral, as those prevailing at the same time for comparable transactions
with other persons, and did not involve more than normal risk of collectibility
or present other unfavorable features. It is expected that similar transactions
will occur in the future. In addition, The Citizens Savings Bank, a wholly-owned
subsidiary of the Company, pursuant to the terms of a lease entered into on
April 1, 1998, paid Riesbeck Food Markets, Inc., $22,500.00 in 1999, and over
the five year term of the lease, payments will total $112,500 as lease payments
for space used in an in-store banking location at St. Clairsville, Ohio. Mr.
Riesbeck, Chairman of the Compensation Committee, is an officer, director and
shareholder of Riesbeck Food Markets, Inc. Management believes the lease between
Riesbeck Food Markets, Inc. and the Company was made on arms length basis, using
a third party consulting firm that specializes in grocery store banking
facilities.
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, 1994 in the Company's common stock and each index measured
over five years.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
INDEX PERIOD ENDING 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
<S> <C> <C> <C> <C> <C> <C>
UNITED BANCORP, INC. 100.00 77.57 136.26 190.32 188.72 128.86
NASDAQ - TOTAL US 100.00 141.33 173.89 213.07 300.25 542.43
SNL BANKS INDEX 100.00 155.69 217.25 329.20 356.10 345.13
SNL MIDWEST BANK INDEX 100.00 147.77 201.03 325.95 346.70 272.40
SNL $250M-$500M BANK INDEX 100.00 134.95 175.23 303.23 271.41 252.50
</TABLE>
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<PAGE> 14
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 1998
terms and factors.
BENEFIT TABLE FOR A PARTICIPANT
ATTAINING AGE 65 IN 1999
Years of Service
<TABLE>
<CAPTION>
AVERAGE
ANNUAL SALARY 10 15 20 25 30 35 OR MORE
- ------------- -- -- -- -- -- ----------
<S> <C> <C> <C> <C> <C> <C>
$160,000 $ 25,851 $ 38,777 $ 51,702 $ 64,628 $ 77,553 $ 90,479
$150,000 $ 24,101 $ 36,152 $ 48,202 $ 60,523 $ 72,303 $ 84,354
$125,000 $ 19,726 $ 29,589 $ 39,452 $ 49,315 $ 59,178 $ 69,041
$100,000 $ 15,351 $ 23,027 $ 30,702 $ 38,378 $ 46,053 $ 53,729
$ 75,000 $ 10,976 $ 16,464 $ 21,952 $ 27,440 $ 32,928 $ 38,416
$ 50,000 $ 6,601 $ 9,902 $ 13,202 $ 16,503 $ 19,803 $ 23,104
$ 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>
Notes: Maximum annual pension available in 1999 in accordance with Section
4315 of the Internal Revenue Code assuming a minimum of ten years
participation is $130,000. The maximum annual compensation allowed
under Section 401(a)(17) of the Internal Revenue Code in determining a
participant's benefit in 1999 is $160,000.
The above officers of the Company will have the following years of
estimated credited service at retirement: Mr. Everson 43 years; Mr. Hooker, 17
years; Mr. Assenza, 33 years.
SPECIAL SEVERANCE AGREEMENT
The Company has entered into a Special Severance Agreement ("Agreement")
with Mr. Everson, Mr.Hooker, and Mr. Assenza, its Chairman, President and Chief
Executive Officer, its Executive Vice President-Administration, and its Vice
President-Operations, respectively and other key holding company officers. The
Agreement provides that Mr. Everson, Mr. Hooker
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<PAGE> 15
and Mr. Assenza shall be entitled to a lump sum severance benefit in the event
of Mr. Everson's, Mr. Hooker'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. Hooker 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. Hooker, 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, 2000, and Mr. Everson's, Mr. Hooker's and Mr. Assenza's
employment had been involuntarily terminated on such date (other than for
cause), Mr. Everson, Mr. Hooker and Mr. Assenza would have been entitled
(subject to certain immaterial modifications provided by the Agreement which may
lower the amount), to receive lump sum severance benefits of $758,147, $235,082
and $99,469, 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
On June 14, 1999, in connection with the expansion of The Community Bank,
the Company's wholly-owned subsidiary, into the Lancaster, Ohio, market, the
Company acquired a four-story building at 201 North Columbus Street and
additional property at 218 West Wheeling Street, Lancaster, Ohio, from
Rich-Court, Inc., for a purchase price of $500,970. Mr. Richardson, a Company
director owns 50% of Rich-Court, Inc. The building now serves as The Community
Bank's main office in Lancaster, Ohio. The Company negotiated the terms of the
purchase of the building through a third party, received appraisals of the
property, and believes that the Company paid no more than a competitive purchase
price for the building.
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 1999, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10 percent beneficial owners were
complied with by such persons.
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<PAGE> 16
AUDITORS
The Board of Directors proposes and recommends that the Shareholders
approve the selection by the Board of the firm Crowe, Chizek and Company LLP to
serve as independent auditors for the Company for the year 2000. The firm has
served as independent auditors for the company since 1989. A representative of
Crowe, Chizek and Company LLP will be present at the Annual Meeting to make such
comments as they desire and to respond to questions from shareholders of the
company. Action by the shareholders is not required by law in the appointment of
independent auditors, but their appointment is submitted by the Board of
Directors in order to give the shareholders the final choice in the designation
of auditors. If the resolution approving Crowe, Chizek and Company LLP as the
Company's independent auditors is rejected by the shareholders then the Board of
Directors will reconsider its choice of independent auditors. Proxies in the
form solicited hereby when returned to the Company will be voted in favor of the
resolution unless otherwise instructed by the shareholders. The Board of
Directors recommends the adoption of the resolution to reappoint Crowe, Chizek
and Company LLP as independent auditors of the Company.
SHAREHOLDERS' PROPOSALS
If any shareholder of the Company wishes to submit a proposal to be
included in next year's Proxy Statement and acted upon at the annual meeting of
the Company to be held in 2001, the proposal must be received by Mr. James W.
Everson, Chairman, President and Chief Executive Officer of the Company at the
principal executive offices of the Company, 201 South 4th Street, Martins Ferry,
Ohio 43935, prior to the close of business on November 27, 2000. On any other
proposal raised by a stockholder for next year's annual meeting, the Company
intends that proxies received by it will be voted in the interest of the Company
in accordance with the judgement of the Board of Directors and the proposal will
be considered untimely, unless notice of the proposal is received by the Company
not later than February 7, 2001.
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 1999 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 [email protected] or Randall M. Greenwood, Vice President and Chief
Financial Officer, United Bancorp, Inc., 201 South 4th at Hickory Street,
Martins Ferry, Ohio 43935.
By order of the Board of Directors
James W. Everson
Chairman, President and Chief Executive Officer
[email protected]
Martins Ferry, Ohio
March 24, 2000
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.
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<PAGE> 17
UNITED BANCORP, INC.
MARTINS FERRY, OHIO
FORM OF PROXY FOR ANNUAL MEETING
TO BE HELD APRIL 19, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints James W. Everson, Richard L. Riesbeck, John H.
Clark, Jr. and Matthew C. Thomas, or any of them, proxies of the undersigned,
with full powers of substitution, to vote all of the common shares of beneficial
interest of United Bancorp, Inc. that the undersigned is entitled to vote at
the Annual Meeting to be held on April 19, 2000 and at any adjournment thereof,
and authorizes and instructs said proxies to vote as set forth on the reverse
side.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES LISTED IN PROPOSAL 1
AND FOR PROPOSAL 2.
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 the
proxy.
IMPORTANT - This Proxy must be signed and dated on reverse side.
<PAGE> 18
--------------------------------
WHEN PROXY IS OKAYED PLEASE SIGN
& DATE IT ABOVE
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
UNITED BANCORP, INC.
April 19, 2000
\/ Please Detach and Mail in the Envelope Provided \/
<TABLE>
<CAPTION>
<S><C>
|
|
|_____
Please mark your
A /X/ votes as in this
example.
WITHHOLD
AUTHORITY FOR
FOR ALL NOMINEES FOR AGAINST ABSTAIN
1. Election of / / / / Nominees: James W. Everson 2. Ratification of the appointment of / / / / / /
Directors. Matthew C. Thomas Crowe, Chizek and Company, LLP to
serve as external auditors for 2000
Instruction: To withhold authority to vote for In their discretion, the proxies are authorized to vote upon
any individual nominee at right, write in that such other business as may properly come before the Annual
nominee's name in the space below. Meeting or any adjournment or postponement thereof.
- -----------------------------------------------
This Proxy when properly executed will be voted in the manner
directed herein by the undersigned shareholder. If no
direction is made, this Proxy will be voted FOR all nominees
named in Proposal 1 and FOR Proposal 2.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
Signature Dated , 2000
------------------------------------------------------ -------------------------------
NOTE: Please sign name exactly as it appears on the share certificate. Only one of several joint owners needs to sign.
Fiduciaries should give full date.
</TABLE>
