<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
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 Com-
mission 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 BANK & TRUST
- -------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
UNITED BANK & TRUST
- -------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act
Rule 14a-6(i)(3).
[ ] 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 transactions 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
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
AND
PROXY STATEMENT
1995
UNITED BANCORP, INC.
<PAGE> 3
UNITED BANCORP, INC.
NOTICE OF ANNUAL MEETING
OF SHAREHOLDERS
APRIL 18, 1995
NOTICE IS HEREBY GIVEN, that the Annual Meeting of Shareholders of United
Bancorp, Inc. will be held at the Tecumseh Country Club, 5200 Milwaukee Road,
Tecumseh, Michigan, on Tuesday, April 18, 1995 at 4:30 p.m., local time, for
the following purposes:
1.To elect six directors constituting Class I of the Board of Directors, to
serve for three years until the 1998 Annual Meeting of Shareholders, and to
elect one director to Class II of the Board of Directors, to serve for one
year until the 1996 Annual Meeting of Shareholders.
2.To ratify the appointment of Crowe, Chizek & Company as independent
auditors.
3.To transact such other business as may properly come before the Annual
Meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 15, 1995, as
the record date for the determination of shareholders entitled to notice of and
to vote at the Annual Meeting.
The Federal Deposit Insurance Corporation (FDIC) requires state-chartered banks
that are not members of the Federal Reserve System to prepare an annual
disclosure statement that must be available to the public by March 31, 1995.
Since United Bank & Trust is a subsidiary of a one-bank holding company, the
accompanying annual report of United Bancorp, Inc. satisfies the alternative
disclosure requirements of the FDIC.
You are cordially invited to attend the Annual Meeting in person. However,
whether or not you expect to be present, please promptly sign and date the
enclosed Proxy and mail it in the return envelope, which is enclosed for that
purpose. It will assist us in preparing for the Annual Meeting, and it is
important that your shares be represented at the Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dale L. Chadderdon
---------------------------------
Dale L. Chadderdon,
March 27, 1995 Senior Vice President,
Secretary and Treasurer
<PAGE> 4
UNITED BANCORP, INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 1995
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of United Bancorp, Inc. (the "Company") of the accompanying
Proxy to be used at the 1995 Annual Meeting of Shareholders of the Company and
any adjournment or adjournments thereof. The Annual Meeting will be held on
April 18, 1995 at the time and place and for the purposes set forth in the
accompanying Notice of Annual Meeting of Shareholders.
This Proxy Statement, the Proxy, and Notice of Annual Meeting will be mailed to
shareholders on or before March 27, 1995.
The mailing address of the principal executive offices of the Company is P.O.
Box 248, Tecumseh, Michigan, 49286.
Only shareholders of record at the close of business on March 15, 1995 will be
entitled to notice of and to vote at the Annual Meeting. On March 15, 1995,
there were 1,488,375 shares of the Common Stock of the Company outstanding
entitled to vote at the Annual Meeting. Each share of Common Stock is entitled
to one vote. The Common Stock constitutes the only voting security of the
Company entitled to vote upon the proposals to be presented at the Annual
Meeting.
Shares represented by properly executed Proxies received by the Company will be
voted at the Annual Meeting in the manner specified therein. If no instructions
are specified in the Proxy, the shares represented thereby will be voted in
favor of the proposals presented at the Annual Meeting by the Board of
Directors. Any Proxy may be revoked by the person giving it at any time prior
to being voted.
The cost of soliciting Proxies will be borne by the Company. The solicitation
of Proxies will be made primarily by mail. Proxies may also be solicited by
officers and regular employees of the Company and its subsidiary, United Bank &
Trust (the "Bank"), personally and by telephone or other means, for which they
will receive no additional compensation and at a minimum cost to the Company.
Arrangements may also be made directly by the Company with banks, brokerage
houses, custodians, nominees, and fiduciaries to forward soliciting matter to
the beneficial owners of stock held of record by them and to obtain
authorization for the execution of Proxies. The Company may reimburse such
institutional holders for reasonable expenses incurred by them in connection
therewith.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
So far as is known to the Company, as of March 15, 1995, no persons except
those listed below, owned beneficially more than five percent (5%) of the
voting securities of the Company. With respect to the Bank, such securities are
held in its Trust & Investment Group. The following table discloses the name
and address of such beneficial owner, the total number of shares beneficially
owned, and the percentage of ownership in relation to the total Common Stock of
the Company outstanding and entitled to vote as of December 31, 1994.
Page 1
<PAGE> 5
<TABLE>
<CAPTION>
Amount and Nature Percent
Name and Address of Beneficial Owner of Beneficial Ownership of Class
- ------------------------------------ ----------------------- --------
<S> <C> <C>
Lilley & Co., a nominee of 253,307 (1) 17.02%
United Bank & Trust as Trustee
P.O. Box 248
Tecumseh, MI 49286
Calhoun & Co., a nominee of 90,054 (2) 6.06%
Comerica Bank as Trustee
P.O. Box 55-519
Detroit, MI 48255
- ----------------------------------
</TABLE>
(1)The Bank as Trustee has sole voting and sole investment powers with respect
to 203,493 of the shares, and shared voting and shared investment powers with
respect to the remaining 49,814 of these shares. It is the policy of the
Bank's Trust & Investment Group to obtain written direction from the grantor
or the beneficiaries for voting. If no direction is received, the Trust &
Investment Group will generally vote with the management of the Company.
(2)According to information provided to us by Calhoun and Co., Comerica Bank
(as successor to Manufacturers National Bank of Detroit) is Trustee of seven
personal trust accounts holding shares of the Company, and has sole voting
and sole investment powers with respect to 17,670 of the shares, and shared
voting and shared investment powers with respect to the remaining 72,384 of
these shares.
PERFORMANCE GRAPH
The chart at the right shows the yearly percentage change in the Company's
cumulative total shareholder return on its common stock. This increase is
compared in the chart to similar changes in the Keefe, Bruyette & Woods, Inc.
("KBW") 50 index, as well as the Standard & Poor's 500 Stock Index. All prices
are adjusted for stock splits and stock dividends. The index is calculated on a
modified equal dollar weighted basis with January 1, 1990 as a base date.
Keefe, Bruyette & Woods, Inc. is a premier banking and thrift industry
specialist located in Hartford, CT. The KBW 50 index is made up of 50 of the
nation's most important banking companies, including all money center and
most major regional banks, and is intended to be representative of the
price-performance of the nation's largest banks.
<TABLE>
<CAPTION>
1/1/90 = 100 1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
UBI 100.0 111.6 134.6 155.7 193.8 241.9
S&P 500 100.0 96.9 126.4 136.1 149.8 151.7
KBW 50 100.0 71.8 113.7 144.8 152.9 144.8
</TABLE>
Page 2
<PAGE> 6
SECURITY OWNERSHIP OF MANAGEMENT
The table below discloses the name and address of each of the incumbent
Directors and Director nominees, the total number of shares beneficially owned
by each, and their percentage of ownership in relation to the total Common
Stock of the Company outstanding and entitled to vote as of December 31, 1994,
according to information furnished to the Company by said persons. The table
also discloses the total number of shares beneficially owned by all of the
incumbent Directors and Director nominees and "Executive Officers" of the
Company as a group, and the percentage of ownership of said group in relation
to the total Common Stock of the Company outstanding and entitled to vote as of
December 31, 1994, according to information furnished to the Company by said
persons. For a description and listing of the "Executive Officers" of the
Company, see "Executive Officers" hereinafter.
<TABLE>
<CAPTION>
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership (1) Class (13)
- ------------------------------------ ------------------------ ----------
DIRECTOR NOMINEES - CLASS I DIRECTORS
<S> <C> <C>
L. Donald Bush
9432 Welch Road 315 *
Tecumseh, Michigan 49286
Patrick D. Farver
484 Seel Drive 1,050 (2) *
Adrian, Michigan 49221
James C. Lawson
4070 Allen Rd. 8,539 (3) *
Tecumseh, Michigan 49286
D. J. Martin
145 W. Chicago Boulevard 20,522 1.38%
Tecumseh, Michigan 49286
David E. Maxwell
P.O. Box 749 15,301 (4) 1.03%
Adrian, Michigan 49221
James K. Whitehouse
2430 N. Maple Grove 150 (5) *
Hudson, Michigan 49247
DIRECTOR NOMINEE - CLASS II DIRECTOR
Jeffrey T. Robideau
707 S. Evans Street
Tecumseh, Michigan 49286 15,149 (6) 1.02%
INCUMBENT DIRECTORS- CLASS II DIRECTORS
John H. Foss
100 E. Patterson 600 *
Tecumseh, Michigan 49286
</TABLE>
Page 3
<PAGE> 7
<TABLE>
<S> <C> <C>
David S. Hickman
P.O. Box 248 29,957 2.01%
Tecumseh, Michigan 49286
Ann Hinsdale Knisel
4404 Livesay Rd. 125 *
Sand Creek, Michigan 49279
Karl R. Schneider
701 W. Chicago Boulevard 24,472 (7) 1.64%
Tecumseh, Michigan 49286
Richard S. Whelan
106 N. Occidental 2,702 *
Tecumseh, Michigan 49286
INCUMBENT DIRECTORS - CLASS III DIRECTORS
David N. Berlin
103 W. Main 315 *
Hudson, Michigan 49247
Merlyn H. Downing
P.O. Box 248 17,313 (8) 1.16%
Tecumseh, Michigan 49286
Charles E. Gross
P.O. Box 606 11,083 (9) *
Adrian, Michigan 49221
Linda J. Herrick
261 Wildwood Circle 7,924 (10) *
Tecumseh, Michigan 49286
James J. Robideau
707 S. Evans Street 16,000 (11) 1.07%
Tecumseh, Michigan 49286
John J. Wanke
P.O. Box 248 353 (12) *
Tecumseh, Michigan 49286
DIRECTOR EMERITUS
William G. Thompson
331 W. Main 315 *
Hudson, Michigan 49247
All Directors and Executive Officers as a Group (20 persons) 175,588 11.80%
- -----------------------------
</TABLE>
(1) The numbers of shares stated in this column includes shares owned directly
or indirectly, through any contract, arrangement, understanding,
relationship, or which the indicated beneficial owner otherwise has the
power to vote, or direct the voting of, and/or has investment power.
Page 4
<PAGE> 8
(2) Includes 500 shares with respect to which Mr. Farver has shared voting and
investment power and no direct ownership interest.
(3) Includes 3,580 shares to which Mr. Lawson has sole voting and investment
power, and 4,959 shares with respect to which he has shared voting and
investment power and no direct ownership interest.
(4) Includes 14,230 shares to which Mr. Maxwell has sole voting and investment
power, and 1,071 shares with respect to which he has shared voting and
investment power and no direct ownership interest.
(5) Includes 150 shares for which Mr. Whitehouse has shared voting and
investment power and no direct ownership interest.
(6) Includes 11,000 shares to which Mr. Robideau has sole voting and investment
power, and 4,149 shares with respect to which he has shared voting and
investment power.
(7) Includes 23,377 shares to which Mr. Schneider has sole voting and investment
power, and 1,095 shares with respect to which he has shared voting and
investment power and no direct ownership interest.
(8) Includes 1,290 shares to which Mr. Downing has sole voting and investment
power, and 16,023 shares with respect to which he has shared voting and
investment power and no direct ownership interest.
(9) Includes 1,825 shares to which Mr. Gross has sole voting and investment
power, and 9,258 shares with respect to which he has shared voting and
investment power and no direct ownership interest.
(10)Includes 1,573 shares to which Mrs. Herrick has sole voting and investment
power, and 6,351 shares with respect to which she has shared voting and
investment power and no direct ownership interest.
(11)Includes 4,000 shares to which Mr. Robideau has sole voting and investment
power, and 12,000 shares with respect to which he has shared voting and
investment power and no direct ownership interest.
(12)Includes 221 shares to which Mr. Wanke has shared voting and investment
power, and 132 shares with respect to which he has shared voting and
investment power and no direct ownership interest.
(13)The symbol *, shown in this column, indicates ownership of less than 1%.
PROPOSAL 1 - ELECTION OF DIRECTORS
In accordance with the Company's Articles of Incorporation and By-Laws, the
Board of Directors is divided into three classes. Each year, on a rotating
basis, the term of office of the Directors in one of the three classes will
expire. Successors to the class of Directors whose terms have expired will be
elected for a three-year term. The Directors whose terms expire at the 1995
Annual Meeting of Shareholders ("Class I Directors") are L. Donald Bush,
Patrick D. Farver, James C. Lawson, D. J. Martin, David E. Maxwell and James K.
Whitehouse. In addition, Class II Director Karl R. Schneider and Class III
Director James J. Robideau have reached mandatory retirement age, and will
retire from the Board effective with the 1995 Annual Meeting of Shareholders.
In August of 1994, John J. Wanke was appointed by the Board as a Class III
Director.
The Board of Directors has by resolution nominated six individuals for election
as Class I Directors at the 1995 Annual Meeting of Shareholders. These
individuals are all incumbent Class I Directors. The Board of Directors has
also nominated Jeffrey T. Robideau for election as Class II Director.
Those persons who are elected as Class I Directors at the 1995 Annual Meeting
of Shareholders will hold office for three years. Their terms will expire at
the 1998 Annual Meeting of Shareholders or upon the election and qualification
of their successors. The person elected as a Class II Director will hold office
for two years. His term will expire at the 1996 Annual Meeting
Page 5
<PAGE> 9
of Shareholders, or upon the election and qualification of his successor.
If any of the nominees is unable to serve, the number of Directors to be
elected at the Annual Meeting of Shareholders may be reduced by the number
unable to serve and for whom no substitute is recommended by the Board of
Directors.
Provided that a quorum is present (i.e., a majority of the shares of the Common
Stock of the Company outstanding as of the record date and entitled to vote are
represented, in person or by proxy, at the Annual Meeting), Directors will be
elected from among those persons duly nominated for such positions by a
plurality of the votes actually cast at the Annual Meeting. Thus, for this
year, assuming the presence of a quorum, those nominees for election as Class
II and III Directors receiving the seven highest number of votes will be
elected, regardless of the number of votes which for any reason, including
abstentions, broker non-votes or withholding of authority to vote, are not cast
for the election of such nominees.
So far as the Board is advised, only the seven persons named above as nominees
will be nominated for election as Directors at the 1995 Annual Meeting of
Shareholders. It is intended that the shares represented by Proxies in the
accompanying form will be voted for the election of such nominees unless a
contrary direction is indicated. If any of the nominees should be unable to
serve, which the Board does not contemplate, the Proxies may be voted for the
election of such other person or persons as the Board of Directors may
recommend.
INFORMATION CONCERNING NOMINEES AND INCUMBENT DIRECTORS
The name and age of each nominee and each incumbent Director, his or her
five-year business experience, and the year each became a Director of the
Company, according to the information furnished to the Company by each nominee
or incumbent Director are as follows:
<TABLE>
<CAPTION>
Director
Name, Age, and Five Year Business Experience (1) Since (2)
------------------------------------------------ ---------
<S> <C>
DIRECTOR NOMINEES - TERMS EXPIRING IN 1998 (CLASS I)
----------------------------------------------------
L. Donald Bush, age 61; Farmer; Owner, Leland D. Bush & Sons 1992
Patrick D. Farver, age 40; President and Chief Operating officer (1994); Executive Vice 1993
President (through 1994), Blissfield Manufacturing Co., Blissfield, Michigan
James C. Lawson, age 47; President, Lenawee Fuels, Inc. Tecumseh, Michigan 1986
D. J. Martin, age 55; President and Director, Martin's Home Center, Tecumseh, Michigan 1985
David E. Maxwell, age 55; Executive Vice President and Director, Brazeway, Inc., 1986
Manufacturer of extruded aluminum and related products, Adrian, Michigan
James K. Whitehouse, age 48; Director, Gift and Estate Planning, Albion College (1992);
Attorney (to 1992), Whitehouse Law Office; Director (1978 - 1991), Thompson Savings Bank, 1991
Hudson, Michigan
DIRECTOR NOMINEE - TERM EXPIRING IN 1996 (CLASS II)
---------------------------------------------------
Jeffrey T. Robideau, age 35; President, Tecumseh Corrugated Box Company, Tecumseh, N/A
Michigan
</TABLE>
Page 6
<PAGE> 10
<TABLE>
<S> <C>
INCUMBENT DIRECTORS - TERMS EXPIRING IN 1996 (CLASS II)
-------------------------------------------------------
John H. Foss, Age 52; Vice President, Treasurer and Chief Financial Officer, Director, 1992
Tecumseh Products Company, manufacturer of compressors and refrigeration components,
engines, and power train components, Tecumseh, Michigan
David S. Hickman, age 54; President (1987) and Chief Executive Officer (1991) of the 1985
Company; Chairman (1991) and Chief Executive Officer (1990) of the Bank; President and
Chief Operating Officer of the Bank (1986 to 1990), Tecumseh, Michigan
Ann Hinsdale Knisel, age 44; County Extension Director (1990); Extension Home Economist 1993
(prior to 1990), Michigan State University Extension Service, Adrian, Michigan
Richard S. Whelan, age 61; President and Director, Hoyt E. Whelan Co., agricultural 1985
implement dealer, Tecumseh, Michigan
INCUMBENT DIRECTOR - TERM EXPIRING IN 1995 (CLASS II)
-----------------------------------------------------
Karl R. Schneider, age 70; Retired President and Director, Tecumseh Finance Company, 1985
Tecumseh, Michigan
INCUMBENT DIRECTORS - TERMS EXPIRING IN 1997 (CLASS III)
--------------------------------------------------------
David N. Berlin, age 46; President, The Metalloy Corporation, foundry, die casting and 1991
machining of aluminum castings, Hudson, Michigan
Merlyn H. Downing, age 67; Chairman of the Company (1991); Chairman and Chief Executive 1985
Officer of the Company (1987 - 1991); Retired Chairman and Senior Trust Officer of the
Bank (1990 to 1991); Chairman and Chief Executive Officer of the Bank (1986 to 1990),
Tecumseh, Michigan
Charles E. Gross, age 66; C.P.A.; President (to 1990), Gross, Puckey, Gruel & Roof, P.C., 1989
Certified Public Accountants, Adrian Michigan
Linda J. Herrick, age 51; Homemaker and community volunteer 1993
John J. Wanke, age 45; Executive Vice President of the Company (1992); Secretary of the 1994
Company (1987 to 1991); President and Chief Operating Officer of the Bank (1992);
Executive Vice President and Chief Lending Officer of the Bank (1987 to 1991)
INCUMBENT DIRECTOR - TERM EXPIRING IN 1995 (CLASS III)
------------------------------------------------------
James J. Robideau, age 70; Director and Chairman (1988); President (to 1988), Tecumseh 1985
Corrugated Box Company, Tecumseh, Michigan
DIRECTOR EMERITUS
-----------------
William G. Thompson, age 81, Chairman and C.E.O. (1979 to 1991); Director (1938 to 1991), 1992
Thompson Savings Bank, Hudson, Michigan
- --------------------------
</TABLE>
(1) None of the Incumbents or Director Nominees, with the exception of John H.
Foss, serves as a Director of any other Company with a class of securities
registered pursuant to Section 12 of the Securities Exchange Act of
Page 7
<PAGE> 11
1934, as amended, or subject to the requirements of Section 15 (d) of such
act, or any Company registered as an investment company under the Investment
Company Act of 1940 as amended.
(2) Incumbent Directors Downing, Hickman, Martin, Robideau, Schneider and
Whelan were initially elected as Directors of the Company following its
organization on May 31, 1985.
PROPOSAL 2 - INDEPENDENT AUDITORS
The Audit Committee of the Board of Directors and the Board of Directors
itself, recommends the ratification of Crowe, Chizek & Company as independent
auditors for the Company and its subsidiary for the year ending December 31,
1995. Crowe, Chizek & Company first became the auditors for the Company in
1988.
A representative of the firm of Crowe, Chizek & Company will be present
at the Annual Meeting to respond to appropriate questions in regard to their
audit for 1994, and to make any comments that they deem appropriate.
GENERAL INFORMATION
SHAREHOLDER PROPOSALS
Any nominations to the Board of Directors, or other proposals, by a shareholder
of the Company to be considered for inclusion in the Proxy Statement for the
1996 Annual Meeting of Shareholders must be received by Dale L. Chadderdon,
Secretary and Treasurer, at the principal executive offices of the Company by
November 28, 1995.
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
The Board of Directors of the Company and the Bank have both appointed Audit
Committees consisting of David N. Berlin, Charles E. Gross, Linda J. Herrick,
James C. Lawson, David E. Maxwell and Richard S. Whelan. One of the functions
of these Committees is to meet with the internal and independent auditors to
review audit procedures and reports and other matters with respect to the
Company's and the Bank's financial reporting. The Committees also review
examination reports of the Federal and State regulatory agencies and recommend
to their respective Boards of Directors the selection of independent auditors.
Periodic reports are made by the Committees to their respective Boards of
Directors regarding these matters. The Company's Audit Committee and the Bank's
Audit Committee each met seven times during the year ended December 31, 1994.
The Company itself has no standing nominating or compensation committees of the
Board of Directors, but similar nominating and compensation functions are
performed by the Executive Committee of the Board of Directors of the Bank.
The Executive Committee of the Board of Directors of the Bank met seven times
during 1994, and is composed of the following Directors of the Bank: Merlyn H.
Downing, John H. Foss, David S. Hickman, James C. Lawson, Donald J. Martin,
David E. Maxwell, and James J. Robideau. The Committee presents a slate of
nominees for approval of the Board of Directors and submission to the
shareholders. Additionally, the Committee reviews and recommends to the Board
of Directors of the Bank the compensation paid to Executive Officers of the
Bank and the amounts paid, if any, to officers under the Bank's Incentive
Compensation Plan.
Page 8
<PAGE> 12
During the year ended December 31, 1994, the Board of Directors of the Company
met a total of five times and the Board of Directors of the Bank met a total of
twelve times. Each of the Directors attended at least 75% of the aggregate of
the total number of meetings of the Board and of the Board Committees of which
he is a member, with the exception of David N. Berlin, Merlyn H. Downing, David
E. Maxwell, James J. Robideau, and Karl R. Schneider.
EXECUTIVE OFFICERS
Below is a current listing of Executive Officers of the Company, setting forth
the name, age, five-year business experience, and year each became an Executive
Officer of the Company. Officer appointments for the Company are made or
reaffirmed annually at the Organizational Meeting of the Board of Directors. At
its regular meetings, the Board may also make other Executive Officer
appointments for the Company.
<TABLE>
<CAPTION>
Year Became
Name, Age, and Five-Year Business Experience Executive Officer
-------------------------------------------- -----------------
<S> <C>
Merlyn H. Downing, age 67; Chairman of the Company (1992); Chairman and Chief 1985
Executive Officer of the Company (1987 to 1992); Retired Chairman and Senior Trust
Officer of the Bank (1990 to 1991); Chairman and Chief Executive Officer of the
Bank (1986 to 1990)
David S. Hickman, age 54; President (1987) and Chief Executive Officer (1992) of 1985
the Company; Chairman (1991) and Chief Executive Officer (1990) of the Bank;
President and Chief Operating Officer of the Bank (1986 to 1990)
John J. Wanke, age 45; Executive Vice President of the Company (1992); Secretary of 1987
the Company (1987 to 1991); President and Chief Operating Officer of the Bank
(1992); Executive Vice President and Chief Lending Officer of the Bank (1987 to
1991)
Dale L. Chadderdon, age 46; Senior Vice President, Secretary and Treasurer of the 1987
Company (1992); Vice President and Treasurer of the Company (1987 to 1991);
Executive Vice President and Chief Financial Officer of the Bank (1992); Senior
Vice President, Chief Financial Officer, Cashier of the Bank (1987 to 1991)
</TABLE>
EXECUTIVE COMPENSATION
The Company has not paid any compensation, direct or indirect, to any officer.
Moreover, management has no present intention of instituting any such
compensation. In the event substantial duties unrelated to the operation of the
Bank should develop, this policy will be re-examined as necessary to attract
and retain qualified officers of the Company.
Directors of the Company were paid an annual retainer of $600 with no
additional fees for meetings attended. Directors of the Bank were paid an
annual retainer of $2,400, plus fees for meetings attended according to the
schedule below. No Director who is also an employee of either the Company or
the Bank received any compensation for their services as a Director of the
Company or the Bank.
Page 9
<PAGE> 13
<TABLE>
<CAPTION>
Meeting Attended Chairman Other
---------------- -------- -----
<S> <C> <C>
Board of Directors n/a $200
Executive Committee n/a 150
Loan Committee 150 150
Trust Committee 175 150
Audit Committee 175 150
CRA Committee n/a 150
</TABLE>
Directors who are not employees do not participate in any of the Bank's
employee benefit programs, and receive no other direct or indirect compensation
except for certain life insurance benefits. Mr. Hickman and Mr. Wanke are the
only Directors that are paid a salary and are eligible for employee benefits.
The following table sets forth the total compensation awarded to, earned by, or
paid by the Bank during 1994, 1993 and 1992 to the Chief Executive Officer and
the Executive Vice President of the Company. No other Executive Officers had
total annual salary and bonus which exceeded $100,000:
<TABLE>
<CAPTION>
Annual Compensation
------------------- All Other
Name and Principal Position Year Salary Bonus Compensation
<S> <C> <C> <C> <C>
David S. Hickman, President and C.E.O. 1994 $ 140,400 $ 22,040 $ 13,380
1993 $ 135,000 $ 12,399 $ 14,207
1992 $ 125,000 $ 10,099 $ 11,745
John J. Wanke, Executive Vice President 1994 $ 100,000 $ 15,212 $ 9,506
</TABLE>
The amount listed under "All other Compensation" includes contributions to the
Bank's Employee Savings Plan, as described below, on behalf of those listed, as
"matching contribution" and "profit sharing contribution".
The Executive Committee of the Board of Directors recommends compensation for
the executive officers of the Bank. Base salary for 1994 for the officers
listed reflects an increase from 1993. The Executive Committee is pleased with
Mr. Hickman's leadership, and the combined performance of the entire senior
management group. The compensation objective is to provide salaries at the
approximate midpoint of the range for banks in the $200 to $500 million asset
peer group, and to award bonuses that are determined by financial performance.
Beginning for the year 1994, the bonus plan for senior management was changed
to provide a higher current year payout, with smaller amounts being deferred.
EMPLOYEE PLANS
1. Discretionary Bonuses
Executive and other officers and employees of the Bank receive cash bonus
payments in addition to their base salaries. These discretionary bonuses are
based on individual contributions to performance as measured by subjective and
quantitative evaluations. These measures are constructed to recognize the
influence of both external and internal factors on performance, and also
include goals and objectives agreed upon by the plan participant and their
evaluator.
Bonuses for officers and exempt personnel are administered under an Incentive
Compensation Plan adopted by the Board during 1987. The plan protects
shareholders' interest by requiring a
Page 10
<PAGE> 14
minimum return on assets of .95% before any performance incentive award can be
made. At the same time, the plan specifies annual goals that are the same as
those contained in the profit planning program, and provides a performance
review and measurement system.
The calculation of share of profits to be distributed to the plan participants
is constructed to provide awards consistent with the increase in profits, and
is subject to change with the approval by the Board of Directors. The plan
provides for three tiers. Tier 1 includes the Chairman, President, Executive
Vice President and Senior Vice Presidents. Tiers 2 and 3 include all officers,
supervisors and managers not included in Tier 1. Amounts paid to Tiers 2 and 3
are not deferred.
Bonuses for Tier 1 participants are accumulated over a five year period,
subject to an annual payment of 50% of the awarded bonus. After the fifth year,
the participants receive 30% of the accumulated fund balance annually. Since
amounts accrued pursuant to the plan are not unconditional and are subject to
future events, only the amount actually incurred for the years listed are
included in the Compensation Table shown above, except where an amount has been
deferred at the request of a participant.
2. Employee Savings Plan
This plan, which is a "cash or deferred" compensation plan of the kind
described in Section 401(k) of the Internal Revenue Code of 1986, as amended
(the "Code"), was adopted during 1986 by the Board of Directors of the Bank in
order to provide eligible employees with an opportunity to augment and enhance
their retirement savings through tax-deferred contributions to the Plan. Under
the Plan, an eligible employee electing to participate designates that from 1%
to 15% of the annual covered cash compensation (including salary, bonus,
vacation and overtime pay but excluding any contribution made by the Bank under
any life insurance or medical or disability plan maintained for the benefit of
the employee) which the employee otherwise would be paid (a "salary reduction
contribution") instead be contributed to an account maintained for the benefit
of the employees by the Trustee of the Plan. Currently the Trustee is the Trust
Department of the Bank. The Plan Administrator is a committee consisting of
David S. Hickman, John J. Wanke and Linda A. Lips, who are each employees of
the Bank. In addition, the plan allows, but does not require, the Bank to make
a "matching" contribution to each employees' account, out of its net profits.
The Plan was modified in 1994 to allow all or a portion of this "matching"
contribution to be paid in United Bancorp, Inc. stock, based on a formula
approved by the Board of Directors. The amount of this contribution, if any,
will be determined each year by the Bank. The Plan permits additional amounts
to be added to each employee's account in the form of profit sharing
contributions as determined by the Board of Directors of the Bank. For the year
1994, that amount was 6% of each eligible employees' compensation.
All employees of the Bank (including officers, but excluding persons who only
are Directors) who have attained the age of 21 years and have completed three
months of employment may elect to participate in the Plan. Any electing
employee may become a participant on January 1 or July 1 following the date the
employee meets the eligibility requirements, whichever is earlier.
All contributions made to an employee's account or accounts under the Plan (and
all subsequent earnings thereon) are invested by the Trustee in one or more
investment alternatives selected by the employee from the range of alternatives
which the Plan Administrator in its discretion has then determined shall be
available. Profits and losses of each such investment are to be computed
Page 11
<PAGE> 15
periodically and allocated proportionately among the individual accounts of
employees electing that investment.
An employee who has elected to participate in the Plan normally cannot change
the amount of the Salary Reduction Contribution made to his or her account more
frequently than semi-annually. However, the employee may discontinue
contributions at any time.
In addition, a participating employee may be required to reduce his or her
Salary Reduction Contribution to conform to certain contribution limits
discussed below. A participant selects from available investment alternatives
once during the calendar year for which such a selection is made, in addition
to any changes which are required by an adjustment in the range of available
alternatives by the Plan Administrator.
Participants' rights to Salary Reduction contributions in their accounts are
fully vested. Contributions made by the Bank, and earnings thereon, are vested
at a rate of 20% per year. Upon termination of employment, the participant
becomes entitled to receive payment, in a single lump sum distribution, of all
vested funds credited to the participants' account.
Distributions (other than from voluntary contributions) otherwise may be made
to employees only in cases of extreme financial hardship as determined by the
Plan Administrator in conformity with any applicable regulations of the
Internal Revenue Service. However, participants may borrow funds from their
accounts up to specified maximum amounts. Any such loan must bear a reasonable
rate of interest, generally be repaid within five years, and be secured by
assignment of the borrower's account balances.
A participant's Salary Reduction Contributions for 1994 may not exceed $9,240
(adjusted for cost of living increases), and the aggregate of all Salary
Reduction Contributions during any year cannot exceed 15% of the aggregate paid
covered compensation of all Plan participants during that year plus the amount
of any "credit carry over" permitted under the Code. Special limitations also
apply to amounts of Salary Reduction Contributions which may be contributed
under the Plan for the accounts of employees who are among the "highly
compensated" (as defined under the Code) of those employees eligible to
participate in the Plan during any year. In general, these limitations depend
upon the amounts of Salary Reduction Contributions contribute to the Plan by
the non-highly paid eligible employees during the year.
Amounts contributed as Salary Reduction Contributions during 1994, 1993 and
1992 for the accounts of the Executive Officers are included, where applicable,
in the Compensation Table shown above, under the column entitled "Cash
Compensation," including the amounts of matching contributions made by the Bank
for the accounts of said Executive Officers, where applicable.
DIRECTORS, EXECUTIVE OFFICERS, PRINCIPAL SHAREHOLDERS AND THEIR RELATED
INTERESTS - TRANSACTIONS WITH THE BANK
Directors and Executive Officers of the Company, and their related interests,
were customers of and had transactions (including loans and commitments to
lend) with the Bank in the ordinary course of business during 1994. All such
loans and commitments were made by the Bank on substantially the same terms,
including interest rates, collateral and repayment terms, as those prevailing
at the time for comparable transactions with other persons, and did not involve
more than the normal risk of collectability or present other unfavorable
features. Similar transactions
Page 12
<PAGE> 16
may be expected to take place in the ordinary course of business in the future.
The aggregate extensions of credit outstanding at December 31, 1994 to all
Directors and Executive Officers of the Company, as a group, was $2,822,000.
Any such loan transaction presently in effect with any Director or Executive
Officer of the Company is current as of this date.
DISCLOSURE OF DELINQUENT FILERS
As far as can be determined by a review of Forms 3, 4 and 5 and amendments
thereto as required by Section 12 of the Exchange Act, at no time during the
fiscal year did any person so required to report, fail to file such reports on
a timely basis.
OTHER MATTERS
The Board of Directors knows of no other matter to be presented at the Annual
Meeting. If any other matter should be presented upon which a vote properly
may be taken, it is intended that shares represented by Proxies in the
accompanying form will be voted with respect thereto in accordance with the
judgment of the person or persons voting such shares.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Dale L. Chadderdon
-------------------------------------
Dale L. Chadderdon
March 27, 1995 Senior Vice President,
Secretary and Treasurer
Page 13
<PAGE> 17
UNITED BANCORP, INC.
Tecumseh, Michigan 49286
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
ANNUAL MEETING OF SHAREHOLDERS ON APRIL 18, 1995.
The undersigned hereby appoints M. H. Downing and David S. Hickman, and either
of them, with full power of substitution, Proxies to attend the Annual Meeting
of the Shareholders of United Bancorp, Inc. (Company), to be held at the
Tecumseh Country Club, 5200 Milwaukee Road, Tecumseh, Michigan on Tuesday,
April 18, 1995 at 4:30 p.m., local time, and any adjournment thereof, and to
vote all shares of the common stock of the Company which the undersigned is
entitled to vote upon each of the matters referred to in this Proxy and, at
their discretion, upon such other matters as may properly come before this
meeting.
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 proposals.
The Board of Directors recommends a vote FOR all proposals.
PROPOSAL 1
To elect six directors to serve as "Class I Directors" until the 1998 Annual
Meeting of Shareholders and to elect one director to serve as "Class II
Director until the 1996 Annual Meeting of Shareholders, or until their
successors have been elected and qualified:
Class I Director Nominees:
L. Donald Bush Patrick D. Farver James C. Lawson
D. J. Martin David E. Maxwell James K. Whitehouse
Class II Director Nominee:
Jeffrey T. Robideau
/ / FOR all nominees / / FOR, except vote withheld from the
/ / WITHHELD from all nominees following nominees:
_______________________________________
(mark only one box)
_______________________________________
PROPOSAL 2
To ratify the appointment of Crowe, Chizck and Company as independent auditors.
/ / FOR / / AGAINST / / ABSTAIN
Witness my hand and seal this __ day of
_____________, 1995.
_______________________________________
(Signature)
_______________________________________
(Signature)
Note: Pleas sign exactly as your name appears on this Proxy. If signing for
estates, trusts, corporations or partnerships, title or capacity should be
stated. If shares are held jointly, each holder should sign.
