================================================================================
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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 Commission Only (as permitted by Rule
14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
================================================================================
UNITED NATIONAL BANCORP
(Name of Registrant as Specified in its Charter
and
Name of Person Filing Proxy Statement)
================================================================================
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
1) Title of each class of securities to which transaction
applies:
______________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________
3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth the
amount on which the filing fee is calculated and state how it
was determined):
______________________________________________________
4) Proposed maximum aggregate value of transaction:
______________________________________________________
5) Total fee paid:
______________________________________________________
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing with 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.
Amount Previously Paid: _____________________________________
Form, Schedule or Registration Statement No.: _________________
Filing Party: ________________________________________________
Date Filed: __________________________________________________
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<PAGE>
[LOGO]
1130 Route 22 East
Bridgewater, New Jersey 08807
---------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 21, 1998
To Our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of United National Bancorp (the "Corporation") will be held at the
Headquarters Building of the Corporation, 1130 Route 22 East, Bridgewater, New
Jersey, on April 21, 1998 at 10:00 a.m. local time, for the purpose of
considering and voting upon the following matters:
1. Electing five directors to serve until the expiration of their terms
and thereafter until their successors shall have been duly elected and shall
have qualified.
2. Such other business as may properly come before the Meeting or any
adjournment thereof.
Only those shareholders of record as of the close of business on March
12, 1998 will be entitled to notice of, and to vote at, the Meeting. A list of
such shareholders will be available at the Meeting.
An annual disclosure statement covering the Corporation's financial
results for the past two years is available, by request, at all branches of the
Corporation's subsidiary, United National Bank ("UNB") and that disclosure
statement and a copy of the Corporation's Annual Report on Form 10-K (without
exhibits) may be obtained by writing Ralph L. Straw, Jr., Vice President &
Secretary, United National Bancorp, P.O. Box 6000, 1130 Route 22 East,
Bridgewater, New Jersey 08807-0010, or by calling 908-429-2409.
By Order of the Board of Directors
RALPH L. STRAW, JR.
----------------------------------
Ralph L. Straw, Jr.
Vice President & Secretary
Bridgewater, New Jersey
March 23, 1998
THE ATTACHED PROXY STATEMENT SHOULD BE READ CAREFULLY. SHAREHOLDERS ARE
URGED TO SIGN, DATE AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE.
YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED BY GIVING WRITTEN
NOTICE TO THE CORPORATION. IF YOU ATTEND THE MEETING, YOU MAY SUPERSEDE YOUR
EXECUTED PROXY BY VOTING IN PERSON.
THIS YEAR'S ANNUAL MEETING IS BEING HELD AT THE HEADQUARTERS BUILDING
OF THE CORPORATION, 1130 ROUTE 22 EAST, BRIDGEWATER, NEW JERSEY.
<PAGE>
[LOGO]
1130 Route 22 East
Bridgewater, New Jersey 08807
--------------------------
PROXY STATEMENT
Dated March 23, 1998
----------------------------
GENERAL PROXY STATEMENT INFORMATION
This Proxy Statement is furnished in connection with the solicitation
of the Board of Directors of United National Bancorp (the "Corporation") of
proxies for use at the Annual Meeting of Shareholders of the Corporation (the
"Meeting") to be held at the Headquarters Building of the Corporation, 1130
Route 22 East, Bridgewater, New Jersey, on April 21, 1998 at 10:00 a.m. local
time. This Proxy Statement is first being mailed to shareholders on
approximately March 23, 1998.
VOTING INFORMATION
The record date for determining shareholders entitled to notice of and
to vote at the Meeting is March 12, 1998. Only shareholders of record as of that
date will be entitled to notice of, and to vote at, the Meeting.
On the record date, 9,371,209 shares of the Corporation's Common Stock,
$1.25 par value, were outstanding and eligible to be voted at the Meeting. Each
share of the Corporation's Common Stock is entitled to one vote.
All shares represented by valid proxies received pursuant to this
solicitation will be voted in favor of the election of the five nominees for
director who are named in this Proxy Statement, unless the shareholder specifies
a different choice by means of the proxy or revokes the proxy prior to the time
it is exercised. Should any other matters properly come before the Meeting, the
persons named as proxies will vote upon such matters according to their
discretion unless the shareholder otherwise specifies in the proxy.
Please return your proxy in the enclosed envelope (addressed to The
Bank of New York, serving as Registrar of our stock) sufficiently early to
assure that it will be received prior to the time set for the Meeting. You are,
of course, welcome to attend the Meeting and vote in person if you wish.
Please note that proxies may be revoked in person at the Meeting, or by
written and signed order of the shareholder if the revocation notice is
delivered to the Corporation's Headquarters, P.O. Box 6000, 1130 Route 22 East,
Bridgewater, New Jersey 08807, Attention: Ralph L. Straw, Jr., Vice President &
Secretary, prior to 10:00 a.m. on April 21, 1998.
The enclosed proxy is solicited by the Board of Directors of the
Corporation, and the cost of that solicitation will be borne by the Corporation.
In addition to the use of the mails, proxies may be solicited personally or by
telephone by officers, directors and employees of the Corporation who will not
be specifically compensated for such solicitation activities. Arrangements may
be made with brokerage houses and other custodians, nominees and fiduciaries for
forwarding solicitation materials to the beneficial owners of shares held of
record by such persons and the Corporation will reimburse such persons for their
reasonable expenses incurred in that connection.
Election of directors requires the affirmative vote of a plurality of
the Corporation's Common Stock voted at the Meeting, whether in person or by
proxy. The Corporation's Board of Directors unanimously recommends a vote FOR
management's nominees for Director.
At the Meeting, inspectors of election will tabulate both ballots cast
by shareholders present and voting in person, and votes cast by proxy. Under
applicable state law and the Corporation's Certificate and Bylaws, abstentions
and broker non-votes are counted for purposes of establishing a quorum but
otherwise do not count. Generally, the approval of a specified percentage of
shares voted at a shareholder meeting is required to approve a proposal and thus
abstentions and broker non-votes have no effect on the outcome of a vote. Where
state law or the Corporation's Certificate or Bylaws require that the matter
voted upon be approved by a specified percentage of the outstanding shares, then
abstentions and broker non-votes have the same effect as negative votes.
I. ELECTION OF DIRECTORS
The Corporation's Board of Directors has been divided into three
classes of approximately equal size. Directors are generally elected for
three-year terms on a staggered-term basis, so that the term of office of one
class will expire each year and the terms of office of the other classes will
extend for additional periods of one and two years, respectively. This year five
nominees have been nominated to serve three-year terms expiring in 2001.
Shareholders will elect five directors at the Meeting. Table I
identifies the nominees selected by the Board of Directors for election to the
Board at the Meeting. Table II identifies the individuals whose terms of office
extend beyond the Meeting.
Unless a shareholder either indicates "without authority" on the proxy,
or indicates on the proxy that his or her shares should not be voted for certain
nominees, it is intended that the proxy be voted for all of the persons named in
Table I to serve until the expiration of their terms and thereafter until their
successors shall have been duly elected and shall have qualified.
Table I and Table II set forth the names and ages of the nominees for
election to director, the directors whose terms extend beyond 1998, the other
positions and offices presently held by each person within the Corporation, the
period during which each person has served on the Board of Directors of the
Corporation (or, for the period prior to August 1, 1988, the Board of Directors
of the Corporation's primary subsidiary, United National Bank ("UNB")), the
expiration of their respective terms, and the principal occupations and
employment of each such person during the past five years.
<TABLE>
<CAPTION>
TABLE I
NOMINEES FOR ELECTION AS DIRECTORS
Director Principal Occupation or
Name Age Since Expiration Employment for Past Five Years
- --------------------------- ------- ------------- ------------- ------------------------------------------------------
<S> <C> <C> <C> <C>
George W. Blank 59 1994 2001 President and Chief Executive Officer, The MedTech
Group, Inc.
Charles E. Hance 54 1981 2001 Senior Vice President and General Counsel,
Beneficial Management Corp., Peapack, N.J. (provides
supervisory, audit and accounting services for
several divisions of Beneficial Corp.)
John R. Kopicki 54 1993 2001 President and Chief Executive Officer of Muhlenberg
Regional Medical Center.
John W. McGowan III 46 1996 2001 Attorney and Director; Herold and Haines, PA (law
firm). Specializing in corporate transactions and
bank lending matters.
Paul K. Ross 49 1998 2001 Principal, Ross, Rosenthal & Co., L.L.P., Managing
Partner, Ross Holding & Management Co.
</TABLE>
<TABLE>
<CAPTION>
TABLE II
DIRECTORS WHOSE TERMS EXTEND BEYOND THE ANNUAL MEETING
Director Principal Occupation or Employment
Name Age Since Expiration for Past Five Years
- --------------------------- ------ ---------- ------------ -------------------------------------------------
<S> <C> <C> <C> <C>
Donald A. Buckley 71 1987 2000 Retired; previously President and Chief Operating
Officer of the Corporation, Chairman of the Board
of UNB; served as President and Chief Executive
Officer of UNB until June 1992.
C. Douglas Cherry 61 1993 1999 President & Chief Executive Officer Cherry, Weber &
Associates, P.C. (consulting engineers).
Thomas C. Gregor 52 1992 1999 Chairman of the Board, President and Chief
Executive Officer of the Corporation and UNB.
Antonia S. Marotta 68 1994 2000 Retired; founder and former President, Lean Line,
Inc. (weight loss motivation programs).
Patricia A. McKiernan 59 1996 1999 Executive Vice President Hunterdon Medical Center
Foundation.
Charles N. Pond, Jr. 46 1996 2000 Owner, operator, The Oil Peddler, Inc. and General
Manager Hall Oil Company, Inc. (retail fuel oil).
David R. Walker 63 1994 1999 Consultant, formerly Vice Chairman,
Bollinger-Fowler Company (insurance agency).
Ronald E. West 48 1994 2000 Senior Manager, Telecommunications & Office
Automation, Shearman & Sterling (law firm).
George J. Wickard 66 1993 1999 Retired; formerly Vice President and General
Manager, United Telephone of New Jersey, Inc.
</TABLE>
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation's Board of Directors had four regular meetings in 1997.
There were five standing committees appointed by the Corporation's
Board at the June, 1997 meeting. These are in addition to the nine Committees of
the UNB Board. The Corporation's Committees are:
Executive Committee. The principal function of the Executive Committee
is to exercise the authority of the Board of Directors in the management and
affairs of the Corporation, as required, between meetings of the Board. The
members are Mr. Gregor (Chairman), and Messrs. Blank, Buckley, McGowan and
Turnbull. The Executive Committee did not meet during 1997.
Audit Committee. This committee (which also serves as the audit
committee for UNB) supervises internal audits of the Corporation and UNB,
reviews reports of internal and external auditors engaged by the Corporation and
UNB, makes recommendations for changes in relevant systems and policies, and
recommends the appointment of outside auditors. The members are Mr. Wickard
(Chairman), Messrs. Cherry and Pond, and Mrs. McKiernan. Mr. Marder who was
Chairman of this committee retired from the Board in 1997. Mr. Cherry was named
to the committee to fill the vacancy created by Mr. Marder's retirement and Mr.
Wickard replaced Mr. Marder as Chairman. The Audit Committee met five times in
1997.
Nomination Committee. The committee makes recommendations with respect
to nominees for election to the Board of Directors at the Annual Meeting of
Shareholders and nominees to fill vacancies in the Board membership between
Meetings. The Nomination Committee has not established specific procedures for
receiving recommendations from shareholders for nominees for election to the
Board of Directors, but will consider any such recommendations brought to the
attention of the committee. Members of the committee are Mr. Turnbull
(Chairman), Madams Marotta and McKiernan and Messrs. Gregor, Hance, and Wickard.
The Nominating Committee met once during 1997.
Strategic Planning Committee. This committee develops a strategic plan
containing the Corporation's mission statement and assesses progress
periodically. The committee also reviews capital adequacy and other resources.
The members are Mr. Gregor (Chairman) and Messrs. Blank, Kopicki, McGowan and
West, as well as four non-director officers of the Corporation. The Strategic
Planning Committee met once during 1997.
Stock Based Incentive Plan Committee. This committee has full power and
discretion to interpret and administer the Corporation's Long Term Stock Based
Incentive Plan. The committee establishes selection guidelines and selects
eligible persons for participation in the Plan. Members of the committee are Mr.
Blank (Chairman), Madams Marotta and McKiernan and Messrs. Cherry, Hance,
Kopicki, Pond, Walker, West and Wickard. The committee met once during 1997.
All Directors attended no fewer than 75% of the total number of
meetings held by the Corporation Board and all committees of the Board on which
they served (during the period they served) in 1997, except Mr. Hance who
attended 67% of such meetings.
<PAGE>
DIRECTORS' COMPENSATION
The Directors of the Corporation receive a retainer of $4,000 per year
and UNB Directors $3,500. In addition, the Corporation and UNB Directors receive
$500 for each Board meeting and $450 for each committee meeting attended. Mr.
Blank received an additional $3,000 as Chairman of both the Stock Based
Incentive Plan Committee and the UNB Compensation Committee, and Mr. Wickard
received an additional $4,000 as Chairman of both the Corporation and UNB Audit
Committees.
The total fees paid to all Directors for the Corporation's Board and
committee meetings during 1997 were $91,344. The total fees paid to all
Directors for UNB Board and committee meetings during 1997 were $251,101. These
amounts include fees which Directors elected to defer under a deferred
compensation plan. In addition, the Corporation's total fees include $11,511
resulting from the exercise of 1,458 options by Mr. Wickard under the Director
Plan (described below). This amount represents the difference between the
exercise price and fair market value to the date of exercise. This was the only
exercise of options under the Director Plan in 1997.
The Corporation has a stock option plan (the "Director Plan") under
which each director of the Corporation who is not also an employee of the
Corporation or its affiliates, and has not been an employee for at least one
year (a "Non-Employee Director"), is eligible to receive options. Following the
Corporation's 1995 Annual Meeting at which shareholders approved the Director
Plan, each then current director of the Corporation except Mr. Gregor, a total
of 11 persons, was granted an option to purchase 1,000 shares of Common Stock.
Thereafter, each eligible person who is elected or re-elected at an annual
meeting of the Corporation's shareholders will be automatically granted an
option, with the number of shares purchasable thereunder based on the term to
which such person is elected: 1,000 shares for a three-year term, 667 shares for
a two-year term, or 333 shares for a one-year term. An amendment to the Director
Plan (the "Plan Amendment") was approved at the 1997 Annual Meeting. The Plan
Amendment increased the size of the options granted each year under the Director
Plan from 1,000 to 2,400 and increased the total number of shares authorized for
issuance under the Director Plan from 35,000 to 65,000 (such figures are stated
without giving effect to the July 1, 1997 two-for-one stock split (the "1997
Stock Split")). Assuming that all Non-Employee Director nominees are elected at
this year's Meeting, each of Messrs. Blank, Hance, Kopicki, McGowan and Ross
will be granted an option to purchase 4,800 shares of Common Stock (taking into
effect the 1997 Stock Split).
The Corporation has established a deferred compensation plan ("Deferred
Compensation Plan") for non-employee directors of the Corporation and UNB. A
participating director may defer up to 100% of his monthly board fees and/or
retainer into the Deferred Compensation Plan. Amounts deferred earn interest at
a rate determined annually in accordance with the following: the interest rate
will be equal to the greater of (i) 8% or (ii) the annual rate of return on
equity for UNB for the immediately preceding year minus 5%, provided, however,
that "(ii)" shall only be applicable if UNB's equity-to-asset ratio for the year
is 8% or greater. At retirement, the benefit under the Deferred Compensation
Plan is payable in the form of a monthly annuity for 10 years. In the event of
the director's disability prior to attainment of his benefit eligibility date,
the director may request that the Board permit him to receive an immediate
disability benefit equal to the annuitized value of the director's deferral
account and payable monthly over a 10 year period. In the event of a director's
death prior to attainment of his benefit eligibility date, the director's
beneficiary is entitled to a monthly survivor benefit payable for a 10 year
period. The Deferred Compensation Plan also provides a $10,000 death benefit
payable to the director's beneficiary. Presently, eight non-employee directors
of the Corporation and nine non-employee directors of UNB are participating in
the Deferred Compensation Plan.
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDER
The following table sets forth, as of January 31, 1998, the number of
shares of the Corporation's outstanding Common Stock beneficially owned by the
Directors of the Corporation, the nominees for Director, the executive officers
of the Corporation for whom individual information is required to be set forth
in this Proxy Statement ("Named Officers") pursuant to the regulations of the
Securities and Exchange Commission (the "Commission"), all Directors and
executive officers of the Corporation as a group, and each person or group known
by the Corporation to be the beneficial owner of more than 5% of Corporation's
outstanding common stock.
<TABLE>
<CAPTION>
Percent of
No. of Shares Outstanding
Name Beneficially Owned Shares
- --------------------------------------------------------- ------------------ -----------
<S> <C> <C>
George W. Blank 6,357 (1) *
Donald A. Buckley 26,261 (2) *
John C. Cannon 6,519 (3) *
C. Douglas Cherry 12,898 (4) *
Warren R. Gerleit 33,013 (5) *
Thomas C. Gregor 66,315 (6) *
Charles E. Hance 6,000 (7) *
John R. Kopicki 3,814 (8) *
Donald W. Malwitz 26,821 (9) *
Antonia S. Marotta 7,468 (10) *
Patricia A. McKiernan 2,399 (11) *
John W. McGowan III 3,059 (12) *
Charles N. Pond, Jr. (14) 21,846 (13) *
Paul K. Ross 10,600 (15) *
Ralph L. Straw, Jr. 15,678 (16) *
Kenneth W. Turnbull 15,990 (17) *
David R. Walker 29,595 (18) *
Ronald E. West 5,275 (19) *
George J. Wickard 5,427 (20) *
Directors and Executive Officers as a Group (26 persons) 370,742 (21)(22) 3.96%
</TABLE>
<TABLE>
<CAPTION>
Percent of
No. of Shares Outstanding
Name and Address Beneficially Owned Shares
- -------------------------------------------------------- ------------------ -----------
<S> <C> <C>
5% Shareholder
Mrs. C. Northrop Pond (14) 732,470 (23) 7.82%
1241 Cooper Road
Scotch Plains, NJ 07076
</TABLE>
- -----------------------
NOTES:
* Less than one percent.
(1) Of this total, 3,974 shares are held by Mr. Blank and he has the right
to acquire an additional 2,383 shares pursuant to options exercisable
within 60 days. Of the shares held by Mr. Blank, 212 shares are held by
Mr. Blank's wife.
(2) Of this total, 22,199 shares are held by Mr. Buckley and he has the
right to acquire an additional 4,062 shares pursuant to options
exercisable within 60 days.
(3) Of this total 2,955 shares are held by Mr. Cannon and he has the right
to acquire an additional 3,564 shares pursuant to options exercisable
within 60 days.
(4) Of this total, 9,003 shares are held by Mr. Cherry and he has the right
to acquire an additional 3,895 shares pursuant to options exercisable
within 60 days.
(5) Of this total, 8,003 shares are held by Mr. Gerleit and he has the
right to acquire an additional 25,010 shares pursuant to options
exercisable within 60 days.
(6) Of this total, 15,743 shares are held by Mr. Gregor and he has the
right to acquire an additional 50,572 shares pursuant to options
exercisable within 60 days. Of the shares held by Mr. Gregor, 2,383
shares are held by Mr. Gregor's wife.
(7) Of this total, 3,617 shares are held by Mr. Hance and he has the right
to acquire an additional 2,383 shares pursuant to options exercisable
within 60 days.
(8) Of this total, 1,431 shares are held by Mr. Kopicki and he has the
right to acquire an additional 2,383 shares pursuant to options
exercisable within 60 days.
(9) Of this total, 7,261 shares are held by Mr. Malwitz and he has the
right to acquire an additional 19,560 shares pursuant to options
exercisable within 60 days.
(10) Of this total, 3,406 shares are held by Mrs. Marotta and she has the
right to acquire an additional 4,062 shares pursuant to options
exercisable within 60 days.
(11) Of this total, 887 shares are held by Ms. McKiernan and she has the
right to acquire an additional 1,512 shares pursuant to options
exercisable within 60 days.
(12) Of this total, 1,560 shares are held by Mr. McGowan and he has the
right to acquire an additional 1,499 shares pursuant to options
exercisable within 60 days.
(13) Of this total, 19,419 shares are held by Mr. Pond and he has the right
to acquire an additional 2,427 shares pursuant to options exercisable
within 60 days.
(14) Mrs. Pond and Charles N. Pond, Jr. are mother and son.
(15) Of this total, 5,000 shares are held by Mr. Ross and 5,600 shares are
held in a trust for which Mr. Ross is a beneficiary.
(16) Of this total, 6,284 shares are held by Mr. Straw and he has the right
to acquire an additional 9,394 shares pursuant to options exercisable
within 60 days.
(17) Of this total, 13,607 shares are held by Mr. Turnbull and he has the
right to acquire an additional 2,383 shares pursuant to options
exercisable within 60 days. Of the shares held by Mr. Turnbull, 5,792
shares are held by Mr. Turnbull's wife.
(18) Of this total, 25,700 shares are held by Mr. Walker and he has the
right to acquire an additional 3,895 shares pursuant to options
exercisable within 60 days. Of the shares held by Mr. Walker, 490
shares are held by Mr. Walker's wife.
(19) Of this total, 1,213 shares are held by Mr. West and he has the right
to acquire an additional 4,062 shares pursuant to options exercisable
within 60 days.
(20) Of this total 3,883 shares are held by Mr. Wickard and he has the right
to acquire an additional 1,544 shares pursuant to options exercisable
within 60 days.
(21) The total of 370,742 shares includes 18,778 shares held jointly or
individually by spouses and/or other members of the household of the
directors and all executive officers.
(22) The total unnamed executive officers have the right to purchase 32,978
shares pursuant to options exercisable within 60 days.
(23) Mrs. Pond holds 268,150 shares in her personal trust. The remaining
464,320 shares in this figure are held in trusts for which Mrs. Pond
serves as Trustee and has the sole voting rights.
<PAGE>
EXECUTIVE COMPENSATION
General
Compensation of the Corporation's executives is described below in the
tabular format mandated by the Commission. The letters in parentheses below each
column heading are the letters designated by the Commission for such columns,
and are provided to make it easier to compare the compensation of the
Corporation's executives with that of the executives of other Commission
reporting companies. The absence of any table or column designated by the
Commission means that no compensation was paid or earned which would be required
to be described in such table or column.
Summary Compensation Table
The following table summarizes all compensation earned in the past
three years for services performed in all capacities for the Corporation and UNB
with respect to the Named Officers.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
Long Term Compensation
---------------------------------
Awards
---------------------------------
Annual Compensation
(g)
(a) (f) Securities (i)
Name and (b) (c) (d) Restricted Underlying All Other
Principal Position Year Salary ($) Bonus ($) Stock Award(s) Options/SARs(#) Compensation ($)
($)
- ------------------------ ------------ ------------- ------------ ---------------- ---------------- ------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Gregor, 1997 260,000 130,000 ____(3) 20,547 8,611(1)
Chief Executive 1996 240,000 110,000 ____ 19,102 8,196(4)
Officer of the 1995 212,000 100,000 ____ 14,294 8,196(5)
Corporation and UNB
Donald W. Malwitz, 1997 147,000 44,100 ____(3) 6,784 5,104(1)
V.P. & Treasurer of 1996 140,000 35,000 ____ 8,090 4,896(4)
the Corporation and 1995 131,000 30,000 ____ 4,764 4,626(5)
Executive V.P. &
Chief Financial
Officer of UNB
Warren R. Gerleit, 1997 155,300 46,500 ____(3) 8,056 7,480(1)
Executive VP, 1996 135,300 40,500 ____ 8,989 7,461(4)
Lending and Branch 1995 123,000 33,000 ____ 7,148 6,846(5)
Admin. of UNB
Ralph L. Straw, Jr. 1997 130,000 39,000 ____(3) 3,816 7,194(1)
VP & Secretary of 1996 120,000 30,000 ____ 4,495 6,696(4)
the Corporation and 1995 110,000 25,000 19,500(2) 9,528 6,196(5)
Executive VP,
General Counsel and
Cashier of UNB
John C. Cannon, 1997 100,000 25,000 ____(3) 2,968 5,744(1)
Senior VP, Senior 1996 95,000 9,500 ____ 3,551 5,411(4)
Trust Officer of UNB 1995 87,000 6,900 ____ 2,384 2,370(5)
- ---------------------------
</TABLE>
NOTES:
(1) The amounts shown represent UNB's 1997 contribution on behalf of the
executive to UNB's 401(k) Plan (Mr. Gregor - $7,917; Mr. Malwitz -
$4,410; Mr. Gerleit - $6,786; Mr. Straw - $6,500; and Mr. Cannon -
$5,000) and term life insurance premiums paid for the executive by UNB
(Mr. Gregor - $694; Mr. Malwitz - $694; Mr. Gerleit - $694; Mr. Straw -
$694; and Mr. Cannon- $744).
(2) This represents a grant of 600 shares of restricted stock, which stock
vests 50% two years after the date of grant, an additional 25% after
three years, and the remaining balance after four years. The restricted
stock also vests in full upon retirement under normal conditions. All
dividends on the restricted stock, whether in cash or securities, are
fully vested immediately. The dollar amounts shown reflect the value at
the date of grant.
(3) As of December 31, 1997, Mr. Gregor held 650 shares of restricted stock
with a value of $17,550; Mr. Malwitz held 150 shares of restricted
stock with a value of $4,050; Mr. Gerleit held 400 shares of restricted
stock with a value of $10,800; Mr. Straw held 600 shares of restricted
stock with a value of $16,200; and Mr. Cannon held 150 shares of
restricted stock with a value of $4,050.
(4) The amounts shown represent UNB's 1996 contribution on behalf of the
executive to UNB's 401(k) Plan (Mr. Gregor - $7,500; Mr. Malwitz -
$4,200; Mr. Gerleit - $6,765; Mr. Straw - $6,000; and Mr. Cannon -
$4,750) and term life insurance premiums paid for the executive by UNB
(Mr. Gregor - $696; Mr. Malwitz - $696; Mr. Gerleit - $696; Mr. Straw -
$696; and Mr. Cannon- $661).
(5) The amounts shown represent UNB's 1995 contribution on behalf of the
executive to UNB's 401(k) Plan (Mr. Gregor - $7,500; Mr. Malwitz -
$3,930; Mr. Gerleit - $6,150; Mr. Straw - $5,500; and Mr. Cannon -
$1,840) and term life insurance premiums paid for the executive by UNB
(Mr. Gregor - $696; Mr. Malwitz - $696; Mr. Gerleit - $696; Mr. Straw -
$696; and Mr. Cannon - $530).
Option Grants in 1997
The following table shows the options granted to Named Officers in
1997, and their potential value at the end of the option term, assuming certain
levels of appreciation of the Corporation's Common Stock. While the
Commission-mandated column headings refer to stock appreciation rights ("SARs"),
the Corporation has not awarded any SARs to its executive officers.
<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
Potential Realizable Value At Assumed
Individual Grants Annual Rates of Stock Price Appreciation
for Option Term (2)
----------------------------------------------- ------------------------------------------
Number of Percent of
Securities Total Options/
Underlying SARs Granted Exercise or
Options/ to Employees Base Price Expiration
SARs Granted in Fiscal Year ($/Sh) Date 10%($)
Name (#) 5%($)
- ------------------------- -------------- ---------------- -------------- -------------- ------------ ------------
(a) (b) (c) (d) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Gregor 16,218(3) 24% 20.547 2/18/07 209,567 531,085
Donald W. Malwitz 6,784(3) 10% 20.547 2/18/07 87,662 222,153
Warren R. Gerleit 8,056(3) 12% 20.547 2/18/07 104,099 263,807
Ralph L. Straw, Jr. 3,816(3) 6% 20.547 2/18/07 49,310 124,961
John C. Cannon 2,968(3) 4% 20.547 2/18/07 38,352 97,192
</TABLE>
- --------------------------------
NOTES:
(1) All options are adjusted for stock dividends and the 1997 Stock Split.
(2) The dollar amounts under these columns are the result of calculations
at the 5% and the 10% rates set by the Commission and therefore are not
intended to forecast possible future appreciation, if any, of the
Corporation's stock price.
(3) These options become exercisable at the rate of 50% on February 18,
1999, 25% on February 18, 2000 and 25% on February 18, 2001.
Aggregated Option Exercises in 1997 and Year-End Option Value
The following table shows options exercised during 1997, and the value
of unexercised options held at year-end 1997, by the Named Officers. The
Corporation does not use SARs as compensation.
<TABLE>
<CAPTION>
AGGREGATED OPTIONS/SAR EXERCISES IN THE
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying In-the-Money
Unexercised Options Options/SARs At
at Fiscal Year- Fiscal Year-End
---------------------- ($)
End
(#)
Shares Acquired On Exercisable/ Exercisable/
Name Exercise ------------------- Unexercisable Unexercisable
(#) Value Realized ($)
- ------------------------ -------------------- ----------------------- -----------------------
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Thomas C. Gregor -- -- 29,872/50,042 424,414/552,463
Donald W. Malwitz -- -- 13,062/18,517 235,598/196,632
Warren R. Gerleit -- -- 14,941/24,405 212,330/268,758
Ralph L. Straw, Jr. -- -- 4,764/13,075 63,628/145,362
John C. Cannon -- -- 1,192/7,711 15,933/80,201
</TABLE>
<PAGE>
Pension Plan
UNB has a regular Pension Plan under which executive officers and
salaried employees may qualify under essentially the same standards. The annual
pension payable under the Pension Plan is equal to the sum of:
(1) The employee's accrued benefit as of December 31, 1986 (1.1875% of
1986 basic compensation, plus 0.5% of such compensation in excess of $7,800; all
multiplied by the number of years of credited service as of December 31, 1986);
plus
(2) From January 1, 1987 through December 31, 1988, and for each year
after December 31, 1988 in which the employee has less than 35 years of benefit
accruals, 1.5% of basic compensation for such year, plus 0.5% of such
compensation in excess of $7,800; plus
(3) For each year after December 31, 1988 in which the employee has 35
or more years of benefit accruals, 2% of basic compensation for such year.
In 1994, a $150,000 compensation limit became effective on pension
plans. In 1997, the limitation was increased to $160,000. Only Mr. Gregor is
affected at this time and his benefit declined when compared to last year.
The estimated annual benefits payable upon retirement at normal
retirement age (65) to the Named Officers are:
<TABLE>
<CAPTION>
Estimated Annual Benefits
-------------------------------------------------------------------------------
Name Assuming 4% Annual Assuming No
-------------------------------------- --------------------------------------
Salary Increases Salary Increases
- ------------------------------------
<S> <C> <C>
Thomas C. Gregor $68,736 $57,672
- ------------------------------------
Donald W. Malwitz 93,931 84,125
- ------------------------------------
Warren R. Gerleit 79,215 63,132
- ------------------------------------
Ralph L. Straw, Jr. 46,165 40,409
- ------------------------------------
John C. Cannon 38,821 32,180
</TABLE>
Supplemental Executive Retirement Plan
The Corporation has adopted a non-tax qualified retirement plan for
certain of its executives ("SERP") to supplement the benefit such executives can
receive under the Corporation's 401(k) Plan and defined benefit pension plan.
The SERP is designed to provide a benefit (less the benefits estimated to be
provided under the tax-qualified plans) that is equal to 60% of the executive's
final salary (or 70%, in the case of the benefit provided to Mr. Gregor). The
benefit is payable over a period of 15 years. In the case of an executive's
involuntary termination of employment for any reason (other than for cause,
death or disability) or voluntary termination of employment in connection with a
change in control, the executive is entitled to a benefit payable at age 65 (the
"Benefit Age") equal to the full retirement benefit that he would have received
had he remained in the employ of the Corporation or UNB and retired at his
Benefit Age. In the event of the executive's request to receive an immediate
disability benefit, in lieu of a retirement benefit, such benefit will be
payable, beginning 30 days following the executive's request, in a lump sum. In
the event of the executive's death while employed, the SERP provides a
survivor's benefit equal to the benefit payable to the executive as if the
executive remained employed until his Benefit Age. The SERP also provides a
$10,000 death benefit payable to the executive's beneficiary. In the event that
the executive makes a timely election, he can receive his retirement benefit in
a lump sum instead of an annuity. The Corporation and the executives have
established trusts which generally have purchased life insurance policies on the
lives of the executives in order to fund the benefit obligation under the SERP.
The SERP has six participants, including Messrs. Gregor, Malwitz, Gerleit, Straw
and Cannon. The estimated pre-tax benefit payable upon retirement at the
executives benefit eligibility date is $209,911, $32,017, $76,145, $63,094 and
$50,220, for Messrs. Gregor, Malwitz, Gerleit, Straw and Cannon, respectively.
Death Benefit Only Plan
The Corporation has established a death benefit only plan ("DBO Plan")
for certain officers who are not participants in the SERP. The DBO Plan provides
that in the event a participant in the plan dies prior to retirement, or in the
event that a participant's employment is involuntarily terminated prior to
retirement for any reason (other than for cause) and the participant dies prior
to attaining retirement age, the participant's beneficiary will be entitled to a
lump sum benefit equal to the difference between what the participant is
projected to receive from the tax-qualified plans sponsored by the Corporation
if the participant had remained employed by the Corporation or UNB until
retirement age, and the amount the participant actually receives under the
tax-qualified retirement plans. The benefit under the DBO Plan is payable in a
lump sum. The DBO Plan also provides a $10,000 death benefit payable to the
executive's beneficiary, provided, however, that no additional $10,000 death
benefit will be available under the DBO Plan if the executive is entitled to
such a benefit as a participant in the Deferred Compensation Plan or the Bonus
Plan. The DBO Plan has four participants. The Corporation has established a
non-qualified grantor trust which has purchased life insurance policies on the
lives of the executives in order to fund the benefit obligation under the DBO
Plan. For the 1997 fiscal year, the Corporation was not required to accrue a
contribution to the DBO Plan.
Employment, Termination of Employment and Change of Control Arrangements
As of August 15, 1994, the Corporation and UNB entered into employment
and change-in-control agreements with six executive officers, including four of
the Named Officers. Each agreement provides for the employment of the executive
from August 1, 1994 through July 30, 1998, at a minimum base salary equal to the
executive's salary as of August 1, 1994. Under the agreement, the executive is
entitled to participate in all incentive compensation and stock award plans, all
pension, profit sharing or other retirement plans, and all medical, disability
and life insurance plans made available to other executives of the Corporation.
Such plans may not be terminated or altered in a manner adverse to the executive
following a change in control of the Corporation, as defined in the agreement.
Each agreement also provides for the following compensation upon
termination of the executive's employment; upon the executive's death up to six
month's base salary to the extent that the Corporation has not provided life
insurance with benefits equal to 200% of the executive's base salary; upon
termination due to disability, up to six months' base salary to the extent that
the Corporation has not provided disability insurance with benefits equal to
100% of the executive's base salary; if the termination is by the Corporation
due to the executive's poor performance (which form of termination is only
permitted prior to a change in control), one year's base salary; if the
termination is by the Corporation without cause prior to a change in control,
two years' base salary (one year for Mr. Straw); if the termination is by the
Corporation without cause after a change in control or after a change in control
the executive resigns for good reason (generally defined to include material
reductions in the executive's status or benefits), a lump sum equal to (x) the
cash value (determined by a formula) of any stock options, restricted stock or
other stock plan awards from the Corporation to the executive which are not
vested on the date of the termination, plus (y) a multiple (2.99 for Mr. Gregor
and 2.0 for the other executives) of the average annual compensation (including
base salary and bonus) paid to the executive during the five year period prior
to the change in control. The change in control payments to the executives will
be reduced if and to the extent necessary to comply with the limitations imposed
upon parachute payments under Section 280G of the Internal Revenue Code, which
limits all payments contingent on a change in control to an amount not to exceed
three times the executive's average taxable wage compensation in the five years
prior to a change in control.
Each agreement defines "change in control" generally to mean any of the
following: (1) any person or group (other than the Corporation) acquires 25% or
more of the Corporation's and/or UNB's voting securities or all or substantially
all of its assets; (2) the Corporation and/or UNB agrees to merge with an
unaffiliated entity and (a) the Corporation's or UNB's directors immediately
prior to such merger will constitute less than a majority of the directors of
the surviving entity or (b) less than 75% of the outstanding voting securities
of the surviving entity will be beneficially owned by the stockholders of the
Corporation immediately prior to the merger; (3) the Corporation and/or UNB
agrees to transfer all or substantially all of its assets, other than to a
wholly-owned subsidiary of the Corporation; or (4) a majority of the directors
of either the Corporation or UNB are persons who were not (a) directors on
August 15, 1994 ("current members"), (b) nominated by the affirmative vote of a
majority of the current members at the time of their nomination ("future
designees") or (c) nominated by the affirmative vote of a majority of the
current members and future designees, taken as a group.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the
Corporation's directors and executive officers to file reports of holdings and
transactions in the Corporation's Common Stock with the Commission. Based on the
Corporation's records and other information the Corporation believes that it was
in compliance with all Commission filing requirements applicable to its
directors and executive officers with respect to the Corporation's fiscal year
ended December 31, 1997.
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of UNB's Compensation Committee during 1997 were Messrs.
Blank (Chairman), Buckley, Gregor, Kopicki and McGowan.
Among those who served on the Board of Directors during 1997 and thus
were ultimately responsible for setting executive officer compensation, Mr.
Gregor was himself an executive officer of the Corporation. Mr. Gregor
participated in deliberations of the Corporation's and UNB's boards of directors
concerning compensation of executive officers other than himself.
CERTAIN TRANSACTIONS
Directors and officers of the Corporation and their associates were
customers of and had transactions with UNB in the ordinary course of business
during the year ended December 31, 1997. Similar transactions may be expected to
take place with the Corporation's subsidiaries in the future. Outstanding loans
and commitments made by UNB in transactions with the Corporation's directors and
officers and their associates were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with other persons and did not involve more than a
normal risk of collectibility or present other unfavorable features.
John W. McGowan III, a director of the Corporation, is a principal in a
law firm which performed legal services for UNB during 1997 and continues to
perform services in 1998. During 1997, Mr. McGowan's law firm was paid
$29,588.38 directly by UNB and $40,029.55 directly by customers of UNB for the
law firm's representation of UNB regarding loan transactions with such
customers. For additional information see "Compensation Committee Interlocks and
Insider Participation" above.
BOARD OF DIRECTORS REPORT ON EXECUTIVE COMPENSATION
The following report, a requirement of the Commission, was prepared by
the Board of Directors of the Corporation.
UNB is the primary subsidiary of the Corporation, and the compensation
of senior officers of UNB (who may be deemed "executive officers" of the
Corporation for Commission reporting purposes) is normally established by the
full Board of Directors of UNB, based on recommendations made to it by its
Compensation Committee. The Compensation Committee is composed of five directors
who, in 1997, were Messrs. Blank (Chairman), Buckley, Gregor, Kopicki and
McGowan. Mr. Gregor does not participate in the committee deliberations with
respect to his own compensation.
In 1994, the Board of Directors of UNB made a number of changes in the
way it set compensation for UNB's senior officers. First, the Board adopted a
new performance-based bonus program, used to determine bonuses for officers at
or above the Vice President level. In 1995, the group compensated using this
system was expanded to include all UNB employees. The Board of Directors or, in
the case of employees under the rank of Vice President, UNB management, sets
specific, measurable goals to be obtained by both UNB and the individual officer
or employee. At year end, the performance of both UNB and the officer or
employee are measured and bonuses are determined using a matrix under which the
performance of UNB and the officer or employee each contribute to the bonus
available for such officer or employee. Specified levels of performance must be
met by both UNB and the officer or employee before any bonus is payable.
In addition, beginning in 1994 the Corporation made available to all
employees, including the Named Officers, a 401(k) Plan pursuant to which the
employees may make contributions and the Corporation may match such
contributions, up to a maximum match of 5% of the employee's compensation. In
1997, the Corporation undertook to match 50% of each employee's contribution (up
to the 5% compensation cap) and to match an additional 50% (subject to the cap)
if UNB met its approved budget for the year. That budget was met and employee
contributions were matched 100% in 1997. Prior to 1994, UNB had a profit sharing
plan for which all employees, including executive officers, were eligible for
awards. The profit sharing plan was not utilized and no awards were made under
it in 1997.
During 1997, Mr. Thomas C. Gregor served as Chairman, President and
Chief Executive Officer of UNB, and Chairman, President and Chief Executive
Officer of the Corporation. Mr. Gregor's base salary for 1997 was set by the
Board of UNB based upon his performance in executing his responsibilities in
those positions in 1996 and the performance anticipated from him in 1997 and
future years. The Board also considered the objectives set by the Board for UNB
for 1996, the overall performance of the Corporation and UNB and Mr. Gregor's
ability to develop and motivate employees to meet the Corporation's short- and
long-term objectives. Mr. Gregor's 1997 bonus was set based on the matrix
derived under UNB's new performance-based bonus program, described above. The
financial measures used to determine Mr. Gregor's performance on the matrix were
the achievement of projected budget results, the completion of specified
corporate projects for 1996 within time and within budget results, the
achievement of specified minimum financial ratios and the achievement of
specified goals with respect to UNB's internal quality program, financial
performance and growth.
With respect to 1997 compensation for senior officers, the Compensation
Committee based its recommendations, and the full Board based its actions, on
the duties and responsibilities of the officer in question, the performance of
UNB and of the particular officer in 1996, and the performance anticipated from
the officer in 1997 and future years. Based upon UNB's performance-based bonus
program, described above, bonuses for each senior officer were set based on a
matrix, which in turn was based on goals set for the senior officer and for UNB
as a whole. The CEO or, in some instances, the senior officer's other
supervising officer, set the goals for each senior officer.
Another compensation tool which the Board uses to relate executive
compensation to the performance of the Corporation and UNB as a whole is the
Corporation's Stock Based Incentive Plan. Recommendations for awards under this
plan are made to the full Board of Directors by its Stock Based Incentive Plan
Committee. The Committee is composed of non-management outside directors who, in
1997, were Messrs. Blank (Chairman), Cherry, Hance, Kopicki, Pond, Walker, West
and Wickard and Madams Marotta and McKiernan. Mr. Gregor was awarded options to
acquire 7,650 shares of Corporation Common Stock pursuant to this plan in 1997,
and other Named Officers were awarded a total of 10,200 options under this plan
in 1997.
Detailed information related to the compensation of the Named Officers
is shown in the compensation tables above.
As part of the 1993 Omnibus Budget Reconciliation Act ("OBRA `93") -
under Section 162(m) of the Internal Revenue Code - effective for taxable years
beginning on or after January 1,1994, companies are subject to limits on the
deductibility of executive compensation. OBRA `93 limited deductible
compensation for each executive officer to $1 million per year. Certain forms of
compensation are exempt from this deductibility limit, primarily
performance-based compensation which is approved by shareholders. Based on its
1997 salaries, profit-sharing awards and incentive plan awards, the Corporation
does not expect any of its executive officers to exceed the $1 million
deductibility threshold during the 1998 tax year.
The Board of Directors
George W. Blank Patricia A. McKiernan
Donald A. Buckley Charles N. Pond, Jr.
C. Douglas Cherry Paul K. Ross
Thomas C. Gregor Kenneth W. Turnbull
Charles E. Hance David R. Walker
John R. Kopicki Ronald E. West
Antonia S. Marotta George J. Wickard
John W. McGowan III
PERFORMANCE GRAPH
The following graph is a requirement of the Commission. The graph
compares the cumulative total return on a hypothetical $100 investment made on
December 31, 1992 in: (a) the Corporation's Common Stock; (b) the CRSP Index for
the NASDAQ Stock Market (U.S. Companies); and (c) the Keefe, Bruyette & Woods 50
("KBW 50") Index. The graph is calculated assuming that dividends are reinvested
during the relevant periods. The graph shows how a $100 investment would
increase or decrease in value over time, based on dividends (stock or cash) and
increases or decreases in the market price of the stock.
[GRAPHIC OMITTED]
<TABLE>
<CAPTION>
Symbol Index Description 12/31/92 12/31/93 12/31/94 12/30/95 12/29/96 12/31/97
- -------- ------------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Diamond UNITED NATIONAL BANCORP $100.00 $152.70 $176.80 $197.90 $229.50 $375.20
Square CRSP Index for Nasdaq $100.00 $114.80 $112.20 $158.70 $195.20 $239.50
Stock Market (US
Companies)
Triangle Keefe, Bruyette, & Woods $100.00 $105.54 $100.16 $160.41 $226.92 $331.73
50 Index
</TABLE>
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder who intends to present a proposal for action at the
1999 Annual Meeting of Shareholders and desires that such proposal be included
in the 1999 proxy statement and proxy for such meeting must furnish the proposal
in writing addressed to Ralph L. Straw, Jr., Vice President & Secretary, United
National Bancorp, P.O. Box 6000, 1130 Route 22 East, Bridgewater, NJ 08807 not
later than December 22, 1998. The notice should be sent by certified mail with
return receipt requested.
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR 1998
KPMG Peat Marwick LLP ("Peat Marwick") served as the Corporation's
independent public accountants for the fiscal years ended December 31, 1997 and
1996. Arthur Andersen LLP ("Arthur Andersen") served as the Corporation's
independent public accountants for the fiscal year ended December 31, 1995 and
for the prior fifteen years. Representatives of Peat Marwick will be present at
the Meeting and will have the opportunity to make a statement if they so desire
and to respond to appropriate questions. On October 17, 1995, the Board of
Directors selected Peat Marwick to replace Arthur Andersen as the Corporation's
independent public accountants effective April 1, 1996. The change in
accountants was the result of a recommendation by the Audit Committee to the
Board of Directors after conducting a comprehensive review (in addition to their
regular, ongoing evaluation) of the Corporation's needs and requirements with
respect to independent public accounting services. The Audit Committee
recommendation of the selection of Peat Marwick was based on detailed
presentations made by Peat Marwick, Arthur Andersen and a third nationally
recognized accounting firm. Peat Marwick also will serve as the Corporation's
independent public accountant for the fiscal year ended December 31, 1998.
Neither Peat Marwick's 1997 and 1996 report nor Arthur Andersen's 1995
report on the Corporation's financial statements contains an adverse opinion or
a disclaimer of opinion, nor was either such report qualified or modified as to
uncertainty, audit scope or accounting principles. During the Corporation's two
most recent fiscal years, (i) the Corporation believes there were no
disagreements with Peat Marwick or Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreements, if not resolved to Peat Marwick's or Arthur
Andersen's satisfaction, would have caused Peat Marwick or Arthur Andersen to
make reference to the subject matter of such disagreements in connection with
its reports on the Corporation's financial statements, and (ii) no "reportable
events" (as defined in Item 304(a)(1)(v) of Regulation S-K promulgated by the
Commission) occurred.
OTHER MATTERS WHICH MAY PROPERLY COME BEFORE THE MEETING
The Board of Directors knows of no business that will be presented for
consideration at the Meeting other than that stated in this Proxy Statement.
Should any other matter properly come before the Meeting or any adjournment
thereof, it is intended that proxies in the enclosed form will be voted in
respect thereof in accordance with the judgment of the person or persons voting
the proxies.
Whether you intend to be present at the Meeting or not, you are urged
to return your signed proxy promptly.
By Order of the Board of Directors
THOMAS C. GREGOR
----------------------------------
Thomas C. Gregor
Chairman of the Board
Bridgewater, New Jersey
March 23, 1998
<PAGE>
UNITED NATIONAL BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints Ralph J. Smalley, Jr., Frank H. Blatz and Joseph
B. Hetfield, and each of them with full powers of subsitution and revocation, to
act as attorneys and proxies of the undersigned and to vote on behalf of the
undersigned all shares of Common Stock of United National Bancorp (the
"Corporation"), which the undersigned is entitled to vote at the Annual Meeting
of Shareholders to be held April 21, 1998 at 10:00 a.m. at the Headquarters
Building of the Corporation, 1130 Route 22 East, Bridgewater, New Jersey, or at
any adjournment thereof. The undersigned hereby acknowledges receipt of the
Notice of Annual Meeting and Proxy Statement and hereby isntructs said attorneys
and proxies to vote as indicated herein and upon such other business as may
properly come before the Meeting. Without otherwise limiting the general
authorization given hereby, said attorneys and proxies are instructed to vote as
set forth on the reverse. Please refer to the Proxy Statement for a discussion
of each of these Proposals.
THIS PROXY IS REVOCABLE AND, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTIONS ARE MADE, THIS PROXY (IF
SIGNED) WILL BE VOTED FOR MANAGEMENT'S NOMINEES FOR DIRECTOR.
(Please sign proxy on reverse side and return in enclosed envelope.)
UNITED NATIONAL BANCORP
P.O. Box 11175
New York, N.Y. 10203-0175
<PAGE>
DIRECTIONS TO THE HEADQUARTERS
BUILDING FOR THE ANNUAL MEETING
FROM ROUTE 22 WEST:
Take Route 22 West to the Bridgewater area. After passing the intersection with
Interstate 287, continue on Route 22 West 1.8 miles to the exit for N. Bridge
St./Grove St./Somerville. Follow the exit ramp; following signs for Route 22
East. Once on Route 22 East, continue for 0.7 miles to United National's
Corporate Headquarters Building (on the right immediately past the Hewlett
Packard Building).
FROM ROUTE 22 EAST:
Take Route 22 East to the Bridgewater area. After passing the Route 202/206
intersection, continue on Route 22 East for 1.7 miles to United National's
Corporate Headquarters Building (on the right immediately past the Hewlett
Packard Building).
FROM INTERESTATE 287 NORTH:
Take Interestate 287 North to the Route 22 West exit. Continue on Route 22 West
for 1.5 miles to the exit from N. Bridge St./Grove St./Somerville. Follow the
exit ramp; following signs for Route 22 East. Once on Route 22 East, continue
for 0.7 miles to United National's Corporate Headquarters Building (on the right
immediately past the Hewlett Packard Building).
FROM INTERSTATE 287 SOUTH:
Take Interstate 287 South, past the intersection with Interstate 78, to the exit
for Route 202/206 South, Princeton/Somerville. Continue on Route 202/206 South
past Bridgewater Commons Mall, to the exit for Route 22 East. Cotninue for 1.7
miles to United National's Corporate Headquarters Building (on the right
immediately past the Hewlett Packard Building).
DETACH PROXY CARD HERE
<TABLE>
<CAPTION>
[ ]
(The Board of Directors recommends a vote "FOR")
<S> <C> <C> <C>
1. To elect five (5) members to FOR all nominess [ ] WITHHOLD AUTHORITY to vote [ ] * EXCEPTIONS [ ]
the Board of Directors of the listed below for all nominees listed
Corporation:
</TABLE>
Nominees: GEORGE W. BLANK CHARLES E. HANCE JOHN R. KOPICKI JOHN W. McGOWAN III
PAUL K. ROSS
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions---------------------------------------------------------------------
2. At their discretion, the proxies are authorized to consider and vote upon
such other business as may properly come before the Meeting or any adjournment
thereof.
Change of Address and
or Comments Mark Here [ X ]
Please sign exactly as your name appears
hereon. When signing in a representative
capacity, please give full title.
Date:------------------------------------
-----------------------------------------
Signature
-----------------------------------------
Signature
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK [ X ]
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
