<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ Annual Report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (Fee Required)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
COMMISSION FILE #0-16640
UNITED BANCORP, INC.
(Exact name of registrant as specified in its charter)
MICHIGAN 38-2606280
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
205 E. CHICAGO BOULEVARD, TECUMSEH, MI 49286
(Address of principal executive offices, including Zip code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (517) 423-8373
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
COMMON STOCK, NO PAR VALUE
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for shorter periods that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. /X/
As of March 1, 1997, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $40,984,000 (common stock, no par value.)
As of March 1, 1997, there were outstanding 1,565,890 shares of the
registrant's common stock, no par value.
Documents Incorporated By Reference:
Portions of the Company's Proxy Statement for the Annual Meeting of
Shareholders to be held April 15, 1997 are incorporated by reference.
<PAGE> 2
CROSS REFERENCE TABLE
<TABLE>
<CAPTION>
ITEM NO. DESCRIPTION Page Nos.
- -------------------------------------------------------------------------------------
<S> <C>
PART I
1. Business 3
I. Selected Statistical Information 6
II. Securities Portfolio 6
III. Loan Portfolio 7
-Types of Loans 7
-Maturities and Sensitivities of Loans to Changes in Interest 7
-Risk Elements 7
-Other Interest Bearing Assets 8
IV. Summary of Loan Loss Experience 8
-Changes in Allowance for Loan Losses 8
-Allocation of Allowance for Loan Losses 9
V. Deposits 9
VI. Return on Equity and Assets 9
VII. Short-term Borrowings 9
2. Properties 10
3. Legal Proceedings 10
4. Submission of Matters to a Vote of Security Holders 10
PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters 10
6. Selected Financial Data 11
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 12
8. Financial Statement and Supplementary Data 12
9. Changes in and disagreements with Accountants on Accounting and
Financial Disclosure 12
PART III
10. Directors and Executive Officers of the Registrant 12
11. Executive Compensation 12
12. Security Ownership of Certain Beneficial Owners and Management 12
13. Certain Relationships and related Transactions 12
PART IV
14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 13
Signatures 15
</TABLE>
Page 2
<PAGE> 3
PART I
ITEM 1 - BUSINESS
United Bancorp, Inc. (the "Company") was incorporated on May 31, 1985 as a
business corporation under the Michigan Business Corporation Act,
pursuant to the authorization and direction of the Directors of United Bank &
Trust (the "Bank").
The Company is a bank holding company registered with the Board of Governors of
the Federal Reserve System under the Bank Holding Company Act, with the Bank as
its only wholly-owned subsidiary. The Bank was acquired by the Company effective
January 1, 1986. The Company has corporate power to engage in such
activities as permitted to business corporations under the Michigan Business
Corporation Act, subject to the limitations of the Bank Holding Company Act and
regulations of the Federal Reserve System. In general, the Bank Holding Company
Act and regulations restrict the Company with respect to its own activities and
activities of any subsidiaries to the business of banking or such other
activities which are closely related to the business of banking.
The Bank offers a full range of services to individuals, corporations,
fiduciaries and other institutions. Banking services include checking, NOW
accounts, savings, time deposit accounts, money market deposit accounts, safe
deposit facilities and money transfers. Lending operations provide real estate
loans, secured and unsecured business and personal loans, consumer installment
loans, credit card and check-credit loans, home equity loans, accounts
receivable and inventory financing, equipment lease financing and construction
financing.
The Bank's Trust & Investment Group offers a wide variety of fiduciary services
to individuals, corporations and governmental entities, including services
as trustee for personal, corporate, pension, profit sharing and other employee
benefit trusts. The department provides securities custody services as an agent,
acts as the personal representative for estates and as a fiscal, paying and
escrow agent for corporate customers and governmental entities.
Through an agreement with Security First Corporation, the Bank offers the sale
of mutual funds and annuities through representatives located in the
Bank's offices. Late in 1995, the Bank formed an insurance agency, and began
expanding its activities in the insurance business. It is anticipated that this
subsidiary will provide additional financial services to clients and nonclients
in the future.
Banking services are delivered through a system of thirteen banking offices plus
eleven automated teller machines, all in Lenawee County, Michigan. The business
base of the County is primarily agricultural and light manufacturing, with
its manufacturing sector exhibiting moderate dependence on the automotive and
refrigeration and air conditioning industries. The Bank maintains correspondent
bank relationships with several larger banks, which involve check clearing
operations, securities safekeeping, transfer of funds, loan participation, and
the purchase and sale of federal funds and other similar services.
Supervision and Regulation
As a bank holding company within the meaning of the Bank Holding Company Act,
the Company is required by said Act to file annual reports of its operations
and such additional information as the Board of Governors may require and is
subject, along with its subsidiaries,
Page 3
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to examination by the Board of Governors. The Federal Reserve is the primary
regulator of the Company.
The Bank Holding Company Act requires every bank holding company to obtain prior
approval of the Board of Governors before it may merge with or consolidate into
another bank holding company, acquire substantially all the assets of any bank,
or acquire ownership or control of any voting shares of any bank if after such
acquisition it would own or control, directly or indirectly, more than 5% of
the voting shares of such bank holding company or bank. The Board of Governors
may not approve the acquisition by the Company of voting shares or substantially
all the assets of any bank located in any state other than Michigan unless the
laws of such other state specifically authorize such an acquisition. The Bank
Holding Company Act also prohibits a bank holding company, with certain
exceptions, from acquiring direct or indirect ownership or control of more than
5% of the voting shares of any company which is not a bank and from engaging in
any business other than that of banking, managing and controlling banks or
furnishing services to banks and their subsidiaries. However, holding companies
may engage in, and may own shares of companies engaged in, certain businesses
found by the Board of Governors to be so closely related to banking or the
management or control of banks as to be a proper incident thereto.
Under current regulations of the Board of Governors, a holding company and its
nonbank subsidiaries are permitted, among other activities, to engage, subject
to certain specified limitations, in such banking related business ventures
as sales and consumer finance, equipment leasing, computer service bureau and
software operations, data processing and services transmission, discount
securities brokerage, mortgage banking and brokerage, sale and leaseback and
other forms of real estate banking. The Bank Holding Company Act does not place
territorial restrictions on the activities of nonbank subsidiaries of bank
holding companies.
In addition, federal legislation prohibits acquisition of "control" of a bank or
bank holding company without prior notice to certain federal bank regulators.
"Control" in certain cases may include the acquisition of as little as 10% of
the outstanding shares of capital stock.
Michigan's banking laws restrict the payment of cash dividends by a state bank
by providing, subject to certain exceptions, that dividends may be paid only
out of net profits then on hand after deducting therefrom its losses and bad
debts and no dividends may be paid unless the bank will have a surplus amounting
to not less than twenty percent (20%) of its capital after the payment of the
dividend.
United Bank & Trust is a Michigan banking corporation, and as such is subject to
the regulation of, and supervision and regular examination by, the Michigan
Financial Institutions Bureau ("FIB") and also the Federal Deposit Insurance
Corporation ("FDIC"). The FIB is the primary regulator of the Bank. Deposit
accounts of the Bank are insured by the FDIC. Requirements and restrictions
under the laws of the United States and the State of Michigan include the
requirement that banks maintain reserves against deposits, restrictions on the
nature and amount of loans which may be made by a bank and the interest that may
be charged thereon, restrictions on the payment of interest on certain deposits
and restrictions relating to investments and other activities of a bank.
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The Federal Reserve Board has established guidelines for risk-based capital by
bank holding companies. These guidelines establish a risk adjusted ratio
relating capital to risk-weighted assets and off-balance-sheet exposures.
These capital guidelines primarily define the components of capital, categorize
assets into different risk classes, and include certain off-balance-sheet items
in the calculation of capital requirements. Tier I capital consists of
shareholders' equity less intangible assets and unrealized gain or loss on
securities available for sale, and Tier 2 capital consists of Tier 1 capital
plus qualifying loan loss reserves.
The capital ratios of the Company exceed the regulatory guidelines for well
capitalized institutions, and in conjunction with regulatory ratings, have
qualified the Bank for the lowest FDIC insurance rate available to insured
financial institutions. Information in Note 17 on Page A-28 of the Company's
Proxy provides additional information regarding the Company's capital ratios,
and is incorporated herein by reference.
Information regarding accounting standards adopted by the Company are discussed
on Pages A-19 and A-20 of the Company's Proxy, and is incorporated herein
by reference.
Competition
The banking business in the Bank's service area is highly competitive. In
Lenawee County, the Bank competes with seven other banks, one savings & loan
association, two credit unions, and various finance companies and loan
production offices. Three of the banks and the savings & loan association are
subsidiaries of large multi-state, multi-bank holding companies.
The Company believes that the market perceives a competitive benefit to an
independent, locally controlled commercial bank. Much of the Bank's
competition comes from affiliates of organizations controlled from outside the
area. Against these competitors, the Bank continues to expand its loan and
deposit portfolios. Coupled with the fact that the Company offers the only
locally- based trust department in the County, this local focus has provided a
significant competitive advantage.
Employees
On December 31, 1996, the Bank employed 141 full-time and 36 part-time
employees. This compares to 134 full time and 36 part time employees as of
December 31, 1995. The Company has no full time employees. Its operation and
business are carried out by officers and employees of the Bank, who are not
compensated by the Company.
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I SELECTED STATISTICAL INFORMATION
(A) Distribution of Assets, Liabilities and Shareholders' Equity;
(B) Interest Rates and Interest Differential:
The information required by this section is contained on Pages A-3 and A-4 of
the Company's Proxy Statement, and is incorporated herein by reference.
II SECURITIES PORTFOLIO
The following table reflects the amortized costs and yields of the Company's
securities portfolio for 1996. The average yield on tax exempt securities
of states and political subdivisions is adjusted to a taxable equivalent basis,
assuming a 34% marginal tax rate.
Amortized Costs and Yields of Investments
<TABLE>
<CAPTION>
In thousands of dollars where applicable 0 - 1 1 - 5 5 - 10 Over 10
Available For Sale Year Years Years Years Total
----- ----- ------ ------- -----
<S> <C> <C> <C> <C> <C>
U.S. Treasury and Government Agencies (1) $1,993 $38,926 $1,021 $41,940
Weighted average yield 6.52% 6.43% 7.97% 6.48%
Other Securities (2) 1,576 1,277 2,853
Weighted average yield 7.85% 6.63% 7.30%
----------------------------------------------------------------
Total Securities $3,569 $40,203 $1,021 $0 $44,793
Weighted average yield 7.11% 6.44% 7.97% 0.00% 6.53%
Held to Maturity
Tax Exempt Securities of States and
Political Subdivisions $3,396 $15,311 $11,274 $1,078 $31,059
Weighted average yield 7.42% 8.04% 8.29% 9.28% 8.11%
Other Securities (2) 1,989 300 2,289
Weighted average yield 5.60% 6.78% 5.75%
----------------------------------------------------------------
Total Securities $5,385 $15,611 $11,274 $1,078 $33,348
Weighted average yield 6.75% 8.02% 8.29% 9.28% 7.94%
</TABLE>
(1) Reflects the scheduled amortization and an estimate of future prepayments
based on past and current experience of amortizing U.S. agency securities.
(2) Reflects the scheduled amortization and an estimate of future prepayments
based on past and current experience of the issuer for various
collateralized mortgage obligations.
The Company's securities portfolio contains no concentrations by issuer greater
than 10% of shareholders' equity. Additional information concerning the
Company's securities portfolio is included on Page A-6 and in Note 3 on Page
A-21 of the Company's Proxy Statement, and is incorporated herein by reference.
Page 6
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III LOAN PORTFOLIO
(A) TYPES OF LOANS
The table below shows loans outstanding (net of unearned interest) at December
31. All loans are domestic and contain no concentrations by industry or
customer. Balances are stated in thousands of dollars.
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Personal $69,477 $57,418 $47,102 $36,105 $31,746
Business and commercial mortgages 65,823 56,946 56,765 47,969 49,066
Tax exempt 1,078 1,224 1,513 1,975 2,296
Residential mortgage (1) 94,255 97,000 101,329 105,223 95,854
Construction loans 11,220 5,239 4,050 6,037 3,964
----------------------------------------------------------------
Total loans (1) $241,853 $217,827 $210,759 $197,309 $182,926
================================================================
</TABLE>
(1) includes loans held for sale
(B) MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES
The following table presents the maturity of total loans outstanding, other than
residential mortgages and personal loans, as of December 31, 1996, according
to scheduled repayments of principal. All figures are stated in thousands of
dollars.
<TABLE>
<CAPTION>
0 - 1 1 - 5 After 5
Year Years Years Total
---- ----- ----- -----
<S> <C> <C> <C> <C>
Business - fixed rate $8,356 $16,891 $8,453 $33,700
Business - variable rate 10,647 13,397 8,079 32,123
Tax exempt - fixed rate 36 162 612 810
Tax exempt - variable rate 268 268
Construction loans -fixed rate 7,960 906 304 9,170
Construction loans -variable rate 2,050 2,050
-----------------------------------------------
Total fixed rate 16,352 17,959 9,369 43,680
Total variable rate 12,965 13,397 8,079 34,441
-----------------------------------------------
Grand total $29,317 $31,356 $17,448 $78,121
===============================================
</TABLE>
(C) RISK ELEMENTS
Non-Accrual, Past Due and Restructured Loans
The following shows the effect on interest revenue of nonperforming loans for
the year ended December 31, in thousands of dollars:
<TABLE>
<CAPTION>
1996
----
<S> <C>
Gross amount of interest that would have been recorded at original rate $8
Interest that was included in revenue 0
---------
Net impact on interest revenue $8
=========
</TABLE>
Additional information concerning nonperforming loans, the Bank's nonaccrual
policy, and loan concentrations is provided on Page A-7, in Note 1 on Page
A-18, Note 4 on Page A-22 and Note 5 on Page A-22 of the Company's Proxy
Statement, and is incorporated herein by reference.
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At December 31, 1996, the Bank had no loans other than those disclosed above
which cause management to have serious doubts as to the ability of the
borrowers to comply with the present loan repayment terms and which may result
in disclosure of such loans pursuant to Item III.C.1.
(D) OTHER INTEREST BEARING ASSETS
As of December 31, 1996, there were no other interest bearing assets that would
be required to be disclosed under Item III, Parts (C)(1) or (C)(2) of the
Loan Portfolio listing if such assets were loans.
IV SUMMARY OF LOAN LOSS EXPERIENCE
(A) CHANGES IN ALLOWANCE FOR LOAN LOSSES
The Bank's allowance for loan losses was 0.96% of total loans at December 31,
1996 and 1.01% at December 31, 1995. The table below summarizes changes
in the allowance for loan losses for the years 1992 through 1996, stated in
thousands of dollars.
CHANGES IN ALLOWANCE FOR LOAN LOSSES
<TABLE>
<CAPTION>
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
Balance at beginning of period $2,197 $2,127 $2,074 $1,871 $1,516
----------------------------------------------------
Charge-offs:
Business loans 25 6 19 45 290
Residential mortgages 0 0 2 12 14
Personal loans 547 355 222 143 143
------------------------------------------------------
Total charge-offs 572 361 243 200 447
------------------------------------------------------
Recoveries:
Business loans 5 4 12 26 41
Residential mortgages 9 0 0 0 0
Personal loans 53 66 35 42 41
------------------------------------------------------
Total recoveries 67 70 47 68 82
------------------------------------------------------
Net charge-offs 505 291 196 132 365
------------------------------------------------------
Allowance for loans acquired 300
Additions charged to operations 628 361 249 335 420
------------------------------------------------------
Balance at end of period $2,320 $2,197 $2,127 $2,074 $1,871
======================================================
Ratio of net charge-offs to average loans 0.22% 0.14% 0.10% 0.07% 0.21%
</TABLE>
The allowance for loan losses is maintained at a level believed adequate by
Management to absorb losses inherent in the loan portfolio. Management's
determination of the adequacy of the allowance is based on an evaluation
of the portfolio, past loan loss experience, current economic conditions,
volume, amount and composition of the loan portfolio, and other factors.
Management increased the provision charged to earnings to $628,000 in 1996,
compared to $361,000 in 1995 and $249,000 in 1994. The allowance is based on the
analysis of the loan portfolio and a four year historical average of net charge
offs to average loans of 0.13% of the portfolio.
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(B) ALLOCATION OF ALLOWANCE FOR LOAN LOSSES
The following table presents the portion of the allowance for loan losses
applicable to each loan category in thousands of dollars, and the percent
of loans in each category to total loans, as of December 31.
<TABLE>
<CAPTION>
Allocation of Allowance for Loan Losses
1996 1995 1994
--------------------- ------------------- -----------------
Amount Percent Amount Percent Amount Percent
--------------------- ------------------- -----------------
<S> <C> <C> <C> <C> <C> <C>
Business $1,012 27.2% $1,056 26.1% $455 26.9%
Tax exempt 0 0.4% 0 0.6% 0 0.7%
Residential mortgage 27 39.0% 34 44.5% 57 48.1%
Personal 362 28.7% 230 26.4% 169 22.3%
Construction 0 4.6% 0 2.4% 0 1.9%
Unallocated 919 877 1,446
------ ------ ------
Total $2,320 100.0% $2,197 100.0% $2,127 100.0%
=================== ================== ================
<CAPTION>
1993 1992
--------------------- -------------------
Amount Percent Amount Percent
--------------------- -------------------
<S> <C> <C> <C> <C>
Business $642 24.3% $568 26.8%
Tax exempt 1.0% 1.3%
Residential mortgage 71 53.3% 77 52.4%
Personal 110 18.3% 122 17.4%
Construction 3.1% 2.2%
Unallocated 1,251 1,104
------ ------
Total $2,074 100.0% $1,871 100.0%
=================== ==================
</TABLE>
The allocation method used takes into account specific allocations for
identified credits and a four year historical loss average in determining
the allocation for the balance of the portfolio.
V DEPOSITS
The information concerning average balances of deposits and the weighted-average
rates paid thereon, is included on Page A-3 and in Note 8 on Page A-23 of
the Company's Proxy Statement, and is incorporated herein by reference.
VI RETURN ON EQUITY AND ASSETS
Various ratios required by this section and other ratios commonly used in
analyzing bank holding company financial statements are included on Page A-2 of
the Company's Proxy Statement, and is incorporated herein by reference.
VII SHORT-TERM BORROWINGS
The information required by this section is contained in Note 10 on Page A-24 of
the Company's Proxy Statement, and is incorporated herein by reference.
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ITEM 2 - PROPERTIES
The executive offices of the Company are located at the main office of United
Bank & Trust, 205 East Chicago Boulevard, Tecumseh, Michigan. The Bank owns and
occupies the entire two-story brick building, which was built in 1980. The Bank
operates three other offices in the Tecumseh area, two in the city of Adrian,
one each in the cities of Hudson and Morenci, one each in the villages of
Britton and Blissfield, and one each in Clinton, Rollin and Raisin Townships,
all in Lenawee County. The Bank owns all of the buildings and leases the land
for one office in the city of Adrian. All branches offer drive-up facilities.
ITEM 3 - LEGAL PROCEEDINGS
The Company is not involved in any material legal proceedings. The Bank is
involved in ordinary routine litigation incident to its business; however, no
such proceedings are expected to result in any material adverse effect on the
operations or earnings of the Bank. Neither the Bank nor the Company is involved
in any proceedings to which any director, principal officer, affiliate thereof,
or person who owns of record or beneficially more than five percent (5%) of the
outstanding stock of either the Company or the Bank, or any associate of the
foregoing, is a party or has a material interest adverse to the Company or the
Bank.
ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the fourth
quarter of 1996.
PART II
ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDER MATTERS
PRICE RANGE FOR COMMON STOCK
The following table shows the high and low selling prices of common stock of the
Company for each quarter of 1996 and 1995 as reported by First of Michigan
Corporation. These prices do not reflect private trades not involving
First of Michigan Corporation. The common stock of the Company is traded over
the counter. The Company had 886 shareholders as of December 31, 1996. The
prices and dividends per share have been adjusted to reflect the 1996 stock
dividend.
<TABLE>
<CAPTION>
1996 1995
------------------------------ -----------------------------
Market price Cash Market price Cash
----------------- dividends ---------------- dividends
Quarter High Low declared High Low declared
------- ------------------------------ -----------------------------
<S> <C> <C> <C> <C> <C> <C>
1st $27.85 $26.67 $0.210 $25.71 $24.76 $0.181
2nd 32.00 27.85 0.220 25.95 25.24 0.181
3rd 32.00 31.25 0.240 26.19 24.76 0.190
4th 33.00 32.00 0.390 26.67 25.71 0.305
</TABLE>
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ITEM 6 - SELECTED FINANCIAL DATA
The following table presents five years of financial data for the Company, for
the years ended December 31. (In thousands, except per share data).
<TABLE>
<CAPTION>
FINANCIAL CONDITION 1996 1995 1994 1993 1992
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
ASSETS
Cash and demand balances in other banks $10,252 $10,017 $7,049 $6,304 $7,515
Federal funds sold 11,400 8,700 0 2,600 6,800
Securities available for sale 44,990 45,420 41,900 46,882 5,000
Securities held to maturity 33,348 30,495 32,896 35,624 77,439
Net loans 239,533 215,630 208,632 195,236 181,054
Other assets 13,847 13,174 13,784 12,367 11,081
--------------------------------------------------------
TOTAL ASSETS $353,370 $323,436 $304,261 $299,013 $288,889
========================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Noninterest bearing deposits $30,335 $29,565 $26,712 $25,145 $21,866
Interest bearing certificates of deposit
of $100,000 or more 42,060 34,439 24,016 21,005 20,764
Other interest bearing deposits 225,308 221,168 213,556 220,997 220,279
--------------------------------------------------------
Total deposits 297,703 285,172 264,284 267,147 262,909
Short term borrowings 609 578 6,800 0 3,000
Other borrowings 20,000 6,000 6,000 6,000 0
Other liabilities 3,010 2,833 2,019 2,032 2,046
--------------------------------------------------------
Total Liabilities 321,322 294,583 279,103 275,179 267,955
Shareholders' Equity 32,048 28,853 25,158 23,834 20,934
--------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $353,370 $323,436 $304,261 $299,013 $288,889
========================================================
RESULTS OF OPERATIONS
Interest income $25,351 $23,492 $20,667 $20,908 $20,982
Interest expense 11,614 11,084 9,419 9,910 11,172
--------------------------------------------------------
Net Interest Income 13,737 12,408 11,248 10,998 9,810
Provision for loan losses 628 361 249 335 420
Noninterest income 3,662 2,707 2,262 2,594 2,053
Noninterest expense 10,307 9,297 8,506 8,158 7,093
--------------------------------------------------------
Income before Federal income tax 6,464 5,457 4,755 5,099 4,350
Federal income tax 1,713 1,422 1,171 1,279 1,081
--------------------------------------------------------
NET INCOME $4,751 $4,035 $3,584 $3,820 $3,269
========================================================
Per share earnings (1) $3.04 $2.58 $2.29 $2.44 $2.09
</TABLE>
(1) Per share data is based on average shares outstanding and has been adjusted
to reflect a 3 for 1 stock split in 1994 and stock dividends paid in 1996
and 1993.
Page 11
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ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The information required by this section is contained on pages A-2 through
A-11 of the Company's Proxy Statement, and is incorporated herein by reference.
ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this section is contained on pages A-14 through
A-29 of the Company's Proxy Statement, and is incorporated herein by reference.
ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
The information required by this item is inapplicable, and therefore has been
omitted.
PART III
Some information called for by the items within this part is contained in the
Company's Proxy Statement for the Annual Meeting of Shareholders to be held
April 15, 1997, and is incorporated herein by reference, as follows:
Pages in
Proxy Statement
---------------
ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF
THE REGISTRANT 3-5
ITEM 11 - EXECUTIVE COMPENSATION 6-8
ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT 8-12
ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information appearing on page 5 and in Note 13 on Page A-25 of the Company's
Proxy Statement for the Annual Meeting of Shareholders to be held April 15,
1997, is incorporated herein by reference in response to this item.
Page 12
<PAGE> 13
PART IV
ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS
ON FORM 8-K
(a) The following documents are filed as a part of this report:
1. The following financial statements of the Company and its subsidiary,
included in the Company's Proxy Statement are incorporated herein by
reference:
Pages in
Proxy Statement
---------------
Consolidated Balance Sheets - December 31, 1996 and 1995 A-14
Consolidated Statements of Income -
Years Ended December 31, 1996, 1995 and 1994 A-15
Consolidated Statements of Cash Flows -
Years Ended December 31, 1996, 1995 and 1994 A-16
Consolidated Statements of Changes in Shareholders' Equity -
Years Ended December 31, 1996, 1995 and 1994 A-17
Notes To Consolidated Financial Statements A-18
Report of Crowe, Chizek and Company LLP, Certified Public
Accountants, Dated January 17, 1997 A-13
2. Not applicable.
All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.
(b) No reports on Form 8-K were filed during the quarter ending December 31,
1996.
(c) Listing of Exhibits (numbered as in Item 601 of Regulation S-K):
Exhibit #
---------
3(a) Restated Articles of Incorporation of United Bancorp, Inc., filed
as Exhibit (4)(a) to registrant's registration statement on Form
S-8 (File Number 333-03305) dated May 8, 1996, and incorporated
herein by reference.
3(b) Bylaws of United Bancorp, Inc., filed as Exhibit (4)(b) to
registrant's registration statement on Form S-8 (File Number
333-03305) dated May 8, 1996, and incorporated herein by reference.
4(a) Restated Articles of Incorporation of United Bancorp, Inc., filed
as Exhibit (4)(a) to registrant's registration statement on Form
S-8 (File Number 333-03305) dated May 8, 1996, and incorporated
herein by reference.
Page 13
<PAGE> 14
4(b) Bylaws of United Bancorp, Inc., filed as Exhibit (4)(b) to
registrant's registration statement on Form S-8 (File Number
333-03305) dated May 8, 1996, and incorporated herein by reference.
4(c) United Bancorp, Inc. Director Retainer Stock Plan, filed as
Appendix A to registrant's proxy statement dated March 25, 1996
(file number 0-16640) and incorporated herein by reference.
4(d) United Bancorp, Inc. Senior Management Bonus Deferral Stock Plan,
filed as Appendix B to registrant's proxy statement dated March 25,
1996 (file number 0-16640) and incorporated herein by reference.
11 The information required by this section is incorporated by
reference in Note 1 on Page A-22 of the Company's Proxy Statement.
13 Registrant's Annual Report to Shareholders for the fiscal year ended
December 31, 1996 included in the Company's Proxy Statement (not
deemed filed except for those portions which are specifically
incorporated herein by reference).
21 Listing of Subsidiaries, filed herewith.
27 Financial Data Schedule, filed herewith.
(d) All other schedules for which provision is made in the applicable
accounting regulations of the Securities and Exchange Commission are not
required under the related instructions or are inapplicable, and therefore
have been omitted.
Page 14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
United Bancorp, Inc.
/S/ David S. Hickman March 12, 1997
--------------------------------- --------------
David S. Hickman, President and Date
Chief Executive Officer, Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the
registrant and in the capacities indicated, on March 12, 1997.
/S/ John J. Wanke /S/ Dale L. Chadderdon
----------------------------------- ----------------------------------
John J. Wanke Dale L. Chadderdon, Senior Vice
Executive Vice President, Director President, Secretary and Treasurer
/S/ David N. Berlin /S/ Ann Hinsdale Knisel
----------------------------------- ----------------------------------
David N. Berlin, Director Ann Hinsdale Knisel, Director
/S/ L. Donald Bush /S/ James C. Lawson
----------------------------------- ----------------------------------
L. Donald Bush, Director James C. Lawson, Director
/S/ Merlyn H. Downing /S/ Donald J. Martin
----------------------------------- ----------------------------------
Merlyn H. Downing. Director Donald J. Martin, Director
/S/ Patrick D. Farver /S/ David E. Maxwell
----------------------------------- ----------------------------------
Patrick D. Farver. Director David E. Maxwell, Director
/S/ John H. Foss /S/ Jeffrey T. Robideau
----------------------------------- ----------------------------------
John H. Foss, Director Jeffrey T. Robideau, Director
/S/ Charles E. Gross /S/ Richard Whelan
----------------------------------- ----------------------------------
Charles E. Gross, Director Richard Whelan, Director
/S/ Linda J. Herrick /S/ James K. Whitehouse
----------------------------------- ----------------------------------
Linda J. Herrick, Director James K. Whitehouse, Director
Page 15
<PAGE> 1
EXHIBIT 21
SUBSIDIARIES
NAME JURISDICTION OF INCORPORATION
- ------------------- -----------------------------
United Bank & Trust Michigan
Page 16
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