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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 31, 1996
UNITED NATIONAL BANCORP
(Exact name of registrant as specified in its charter)
New Jersey
(State or other jurisdiction of incorporation)
000-16931 22-2894827
- ------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
1130 Route 22 East, Bridgewater, New Jersey 08807-0010
(Address of principal executive offices)
(908) 429-2200
(Registrant's telephone number, including area code)
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<PAGE>
Item 5. Other Events.
On February 28, 1997, United National Bancorp ("United") announced that
it had completed its acquisition of Farrington Bank ("Farrington"), a single
office bank headquartered in North Brunswick, New Jersey. Pursuant to the terms
of an Agreement and Plan of Merger, dated as of November 12, 1996, among United,
United National Bank ("UNB") and Farrington, United issued .7647 shares of
United common Stock , $2.50 par value, for each of the outstanding shares of
Farrington. In the transaction, which will be accounted for as a pooling of
interests, Farrington was merged with and into UNB. As of February 28, 1997,
Farrington had 698,563 shares of its common stock outstanding and had
outstanding options for 26,888 shares of its common stock. As of December 31,
1996, Farrington has approximately $65.3 million in assets, $55.3 million in
deposits, $31.8 million in loans and $8.9 million in shareholders' equity.
On January 22, 1997, United reported consolidated net income for the
fourth quarter of $3,143,000, an increase of 66% from the $1,898,000 earned in
the fourth quarter of 1995. Earnings per share for the fourth quarter of 1996
were $0.82, compared to $0.50 for the same period in 1995. For the full year,
United reported a 37% increase in net income for 1996. For the year,
consolidated net income was $11,460,000, or $3.01 per share, as compared to the
$8,374,000, or $2.19 per share reported in 1995. The 1995 net income included
one-time charges of $2,089,000, or $0.55 per share, related to the acquisition
of New Era Bank and the formation of United Financial Services, a third-party
data processor.
At December 31, 1996, total assets were $1,037,549,000, deposits were
$881,274,000, loans were $589,254,000.
United National Bank also released certain unaudited financial
statement information which is shown below. The financial statement information
set forth below does not reflect United's acquisition of Farrington.
A copy of the text of United's press release reporting its fourth
quarter earnings is being filed as an exhibit to this Current Report.
United National Bank is a registered bank holding company whose
principal subsidiary, United National Bank, operates 19 branches in New Jersey
throughout Hunterdon, Middlesex, Somerset, Union and Warren counties.
<TABLE>
<CAPTION>
United National Bancorp
Consolidated Balance Sheets
(In Thousands, Except Share Data)
December 31,
----------------------------------
1996 1995
----------------------------------
(Dollars In Thousands)
<S> <C> <C>
ASSETS
Cash and Due from Banks ............................................... $ 51,250 $ 45,572
Federal funds sold..................................................... - 7,000
Securities Available for Sale, at Market Value......................... 288,732 334,156
Securities Held to Maturity............................................ 61,416 24,838
Trading Account Securities, at Market Value............................ 512 417
Loans (Net of Unearned Income)......................................... 589,254 551,222
Less: Allowance for Possible Loan Losses.............................. 6,852 7,412
------------- -----------
582,402 543,810
Premises and Equipment, Net ........................................... 21,601 22,730
Investment in Joint Venture............................................ 3,151 3,151
Other Real Estate...................................................... 1,722 2,747
Accrued Income Receivable.............................................. 6,293 6,502
Other Assets........................................................... 20,470 19,622
------------ -----------
TOTAL ASSETS......................................................... $ 1,037,549 $ 1,010,545
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<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Demand Deposits........................................................ $ 148,591 $ 153,095
Savings Deposits....................................................... 360,697 369,561
Time Deposits.......................................................... 371,986 331,972
------------- --------------
Total deposits....................................................... 881,274 854,628
Short-Term Borrowings................................................. 46,328 53,347
Obligation under Capital Lease........................................ 9,693 9,680
Other Liabilities..................................................... 12,165 11,491
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TOTAL LIABILITIES.................................................... 949,460 929,146
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STOCKHOLDERS' EQUITY
Common stock ($2.50 Par Value Per Share)............................... 9,642 9,085
Additional Paid-In Capital............................................. 59,556 52,411
Retained Earnings...................................................... 19,422 19,563
Treasury Stock......................................................... (1,337) (1,578)
Restricted Stock....................................................... (176) (317)
Net Unrealized Gain on Securities Available for Sale, Net of Tax....... 982 2,235
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TOTAL STOCKHOLDERS' EQUITY........................................... 88,089 81,399
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY......................... $ 1,037,549 $ 1,010,545
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</TABLE>
<PAGE>
<TABLE>
<CAPTION>
UNITED NATIONAL BANCORP
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
Three Months Ended December 31, Twelve Months Ended December 31,
------------------------------------- --------------------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
INTEREST INCOME:
Interest and Fees on Loans $ 12,898 $ 12,146 $ 49,673 $ 46,890
Interest and Dividends on
Securities Available
for Sale:
Taxable 4,030 4,297 17,820 15,488
Tax-Exempt 544 390 2,202 1,259
Interest on Securities
Held to Maturity:
Taxable 930 1,399 2,902 6,491
Tax-Exempt 159 156 436 952
Dividends on Trading
Account Securities 3 4 13 14
Interest on Federal
Funds Sold and
Deposits with Federal
Home Loan Bank 168 52 216 900
-------- -------- --------- ----------
TOTAL INTEREST INCOME 18,732 18,444 73,262 71,994
-------- -------- --------- ----------
INTEREST EXPENSE
Interest on Savings Deposits 1,701 2,170 6,813 8,882
Interest on Time Deposits 4,871 4,775 18,460 17,996
Interest on Short-Term
Borrowings 649 666 2,653 1,631
Interest on Obligation under
Capital Lease 232 232 929 619
------- ------- --------- ----------
TOTAL INTEREST EXPENSE 7,453 7,843 28,855 29,128
------- ------- --------- ----------
Net Interest Income 11,279 10,601 44,407 42,866
Provision for Possible
Loan Losses 650 - 2,275 450
------- ------- --------- ----------
Net Interest Income
After Provision for
Possible Loan Losses 10,629 10,601 42,132 42,416
------- ------- --------- ----------
NON-INTEREST INCOME
Trust Income 1,021 962 4,336 4,222
Service Charges on
Deposit Accounts 1,112 870 3,885 3,443
Other Service Charges,
Commissions and Fees 728 667 3,733 2,145
Net Gains from Securities
Transactions 369 313 792 1,135
Other Income 184 348 1,213 1,384
------- ------- --------- ----------
TOTAL NON-INTEREST INCOME 3,414 3,160 13,959 12,329
------- ------- --------- ----------
NON-INTEREST EXPENSE
Salaries and Employee Beneifts 4,570 4,917 19,223 20,817
Occupancy Expense, Net 751 819 3,126 2,868
Furniture and Equipment Expense 627 718 2,697 3,478
Other Expenses 3,494 4,599 13,814 15,585
-------- -------- --------- ----------
TOTAL NON-INTEREST EXPENSE 9,442 11,053 38,860 42,748
-------- -------- --------- ----------
<PAGE>
Income Before Provision for
Income Taxes 4,601 2,708 17,231 11,997
Provision for Income Taxes 1,458 810 5,771 3,623
-------- -------- --------- ----------
NET INCOME $ 3,143 $ 1,898 $ 11,460 $ 8,374
======== ======== ========= ==========
NET INCOME PER
COMMON SHARE $ 0.82 $ 0.50 $ 3.01 $ 2.19
======== ======== ========= ==========
Weighted Average
Shares Outstanding 3,811 3,800 3,808 3,816
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
United National Bancorp
Consolidated Financial Highlights
December 31, 1996
(In Thousands, Except Share Data)
Three Months Ended Twelve Months Ended
December 31, December 31,
-------------------------------------- ----------------------------------
1996 1995 1996 1995
-------------------------------------- ----------------------------------
<S> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net Income $ 3,143 $ 1,898 $ 11,460 $ 8,374
Income Before Merger/Restructuring Charges 3,143 2,840 11,460 10,463
Income Before Merger/Restructuring SAIF 3,143 2,840 11,767 10,463
Charges
Income Per Common Share (1):
Net Income $ 0.82 $ 0.50 $ 3.01 $ 2.19
Income Before Merger/Restructuring Charges 0.82 0.75 3.01 2.74
Income Before Merger/Restructuring/SAIF 0.82 0.75 3.09 2.74
Charges
Return on Average Assets 1.22% 0.75% 1.14% 0.86%
Return on Average Common Stockholders' 14.55% 9.39% 13.61% 11.15%
Equity
Net Interest Margin (Taxable Equivalent 5.00% 4.79% 4.99% 4.95%
Basis)
Net Interest Income (Taxable Equivalent $ 11,653 $ 10,894 $ 45,815 $ 44,063
Basis)
Non-Interest Income 3,414 3,160 13,959 12,329
Non-Interest Expense 9,442 11,053 38,860 42,748
Provision for Possible Loan Losses 650 -- 2,275 450
Efficiency Ratio 60.95% 65.15% 61.47% 66.69%
Dividends Declared per Common Share (1) $ 0.27 $ 0.25 $ 1.03 $ 0.97
FINANCIAL CONDITION:
AVERAGE:
Securities, net $ 344,704 $ 374,163 $ 355,423 $ 359,610
Total Loans 574,198 533,025 559,100 510,593
Earning Assets 932,932 910,588 918,578 890,250
Total Assets 1,024,211 1,001,351 1,009,034 927,873
Deposits 869,139 855,770 854,429 852,164
Total Stockholders' Equity 85,911 80,171 84,199 75,124
PERIOD END:
Securities, net $ 350,660 $ 359,411
Total Loans 589,254 551,222
Allowance for Possible Loan Losses 6,852 7,412
Total Assets 1,037,549 1,010,545
Deposits 881,274 854,628
Total Stockholders' Equity 88,089 81,399
Book Value Per Share (1) 23.10 21.42
Common Shares Outstanding (1) 3,812,682 3,799,982
ASSET QUALITY:
Impaired Loans $ 7,660 $ 6,113
Renegotiated Loans 67 84
Loans Past Due 90 Days but Still Accruing 1,494 1,268
Assets Acquired in Foreclosure 1,900 2,970
---------- -----------
Total Non-Performing Assets $ 11,121 $ 10,435
---------- -----------
Net Charge-Offs (Recoveries) $ 1,262 $ 517 $ 2,835 $ 2,635
Foreclosed Property Expense 37 86 304 413
Allowance for Loan Losses to Total Loans 1.16% 1.34%
Allowance for Loan Losses to Non-Performing 74.31% 99.29%
Loans
Non-Performing Assets to Total Loans and
Assets Acquired in Foreclosure 1.88% 1.88%
CAPITAL ADEQUACY:
Tier I Leverage Ratio 7.56% 6.81%
Tier I Capital to Risk-Weighted Assets 11.00% 10.33%
Tier I & Tier II Capital to Risk-Weighted 11.99% 11.47%
Assets
<FN>
(1) Adjusted for subsequent stock dividends
</FN>
</TABLE>
Item 7. Exhibits.
99(a) Press Release dated January 22, 1997
99(b) Press Release dated February 28, 1997
SIGNATURES
Pursuant to the requirements 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 NATIONAL BANCORP
Dated: March ___, 1997 By:
-------------------------
Thomas C. Gregor
Chairman, President and
Chief Executive Officer
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
- - ----------- -----------
99(a) Press Release dated January 22, 1997
99(b) Press Release dated February 28, 1997
.........
UNITED NATIONAL COMPLETES FARRINGTON ACQUISITION
Bridgewater, NJ -- February 28, 1997 -- United National Bancorp (NASDAQ-UNBJ),
parent company of United National Bank, announced today that it has completed
its acquisition of Farrington Bank of North Brunswick, New Jersey.
Farrington is a $62 million asset, single-office bank.
"We are extremely pleased to be expanding into the North Brunswick area," stated
Thomas C. Gregor, chairman and chief executive officer of United National. "This
acquisition enhances our presence in Middlesex County. In addition, the secured
credit card and SBA lending programs acquired from Farrington will complement
the strong credit card and SBA Preferred Lender programs we have at United
National."
Under the terms of the agreement, each share of Farrington common stock will be
exchanged for 0.7647 shares of United National. Additional information regarding
the exchange of shares will be provided shortly to holders of Farrington shares.
United National is a $1 billion bank holding company whose principal subsidiary
is United National Bank. The Bank operates 19 offices in New Jersey throughout
Middlesex, Hunterdon, Somerset, Union and Warren counties. In addition to
providing a complete range of personal and commercial banking products, United
National also offers an array of financial services including trust, asset
management and investment services.
Contact: media, Donald Reinhard, 908-429-2370 or investors, Donald Malwitz,
908-429-2405, both of United National.
# # #
UNITED NATIONAL EARNINGS UP 37% IN 1996
Bridgewater, NJ -- January 22, 1997 -- United National Bancorp (NASDAQ-UNBJ),
parent company of United National Bank, reported a 37% increase in net income
for 1996. For the year, consolidated net income was $11,460,000 or $3.01 per
share, an increase of 37% over the $8,374,000 or $2.19 per share reported in
1995. The 1995 net income included one-time charges of $2,089,000 or $0.55 per
share related to the acquisition of New Era Bank and formation of United
Financial Services, a third party service provider.
Consolidated net income for the fourth quarter was $3,143,000, an increase of
66% from the $1,898,000 earned in the fourth quarter of 1995. Earnings per share
for the fourth quarter of 1996 were $0.82 compared to $0.50 for the same period
in 1995.
Total assets at December 31 were $1,037,549,000. Deposits rose 3% to
$881,274,000 at December 31 as compared to $854,628,000 at year-end 1995. Loans,
net of unearned income, increased 7% to $589,254,000 at December 31 as compared
to $551,222,000 at year-end 1995.
"Our 1996 performance reflects significant progress in achieving our strategic
initiatives," said Thomas C. Gregor, chairman and chief executive officer. "The
1996 results are a reflection of outstanding efforts throughout our
organization. Asset quality and key performance ratios for the year remained
strong. Our strategic initiatives provide a solid base for future earnings
growth."
United National Bancorp is a $1 billion asset bank holding company whose
principal subsidiary is United National Bank. The Bank operates 18 offices in
New Jersey throughout Hunterdon, Middlesex, Somerset, Union and Warren counties.
Through its Lending, Trust and Banking division, United National offers products
and services to match virtually any need.
Contact: media, Donald Reinhard, 908-429-2370 or investors, Donald Malwitz,
908-429-2405, both of United National.
