<PAGE>
<PAGE>
Section 240.14a-101 Schedule 14A.
Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] 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)
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction
applies:
............................................................
(2) Aggregate number of securities to which transaction
applies:
.......................................................
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):
.......................................................
(4) Proposed maximum aggregate value of transaction:
.......................................................
(5) Total fee paid:
.......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
.......................................................
(2) Form, Schedule or Registration Statement No.:
.......................................................
(3) Filing Party:
.......................................................
(4) Date Filed:
.......................................................
<PAGE>
<PAGE>
UNITED NATIONAL
B A N C O R P
1130 Route 22 East
Bridgewater, New Jersey 08807
-----------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE
HELD ON MAY 18, 1999
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 May 18, 1999 at 10:00 a.m. local time, for the purpose of considering
and voting upon the following matters:
1. Electing seven directors to serve until the expiration of their terms
and thereafter until their successors shall have been duly elected and shall
have qualified.
2. An amendment to the Corporation's Certificate of Incorporation to
increase the authorized common stock of the Corporation from 16,000,000 to
25,000,000 shares.
3. 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
25, 1999 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, General
Counsel, & 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, General Counsel, &
Secretary
Bridgewater, New Jersey
April 19, 1999
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>
<PAGE>
UNITED NATIONAL
B A N C O R P
1130 Route 22 East
Bridgewater, New Jersey 08807
-------------------
PROXY STATEMENT
Dated April 16, 1999
--------------------------
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 May 18, 1999 at 10:00 a.m. local time. This Proxy
Statement is first being mailed to shareholders on approximately April 16, 1999.
VOTING INFORMATION
The record date for determining shareholders entitled to notice of and
to vote at the Meeting is March 25, 1999. Only shareholders of record as of that
date will be entitled to notice of, and to vote at, the Meeting.
On the record date, 11,328,577 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 seven nominees for
director who are named in this Proxy Statement and the amendment to the
Corporation's Certificate of Incorporation to increase the authorized common
stock of the Corporation from 16,000,000 to 25,000,000 shares, 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,
General Counsel, & Secretary, prior to 10:00 a.m. on May 18, 1999.
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
<PAGE>
<PAGE>
record by such persons and the Corporation will reimburse such persons for their
reasonable expenses incurred in that connection.
Approval of the Amendment to the Corporation's Certificate of
Incorporation requires the affirmative vote at the Meeting of at least a
majority of the shares of United Common Stock voting at the Meeting, whether in
person or by proxy. The 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 the Amendment to the Corporation's Certificate of Incorporation and
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 the 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 2002 and two nominees
have been nominated to serve one-year terms expiring in 2000.
Shareholders will elect seven 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 1999, 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.
<PAGE>
<PAGE>
TABLE I
NOMINEES FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
Director Principal Occupation or
Name Age Since Expiration Employment for Past Five Years
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
C. Douglas Cherry 62 1993 2002 President, Cherry, Weber &
Associates, P.C.(consulting engineers).
Thomas C. Gregor 53 1992 2002 Chairman of the Board, President
and Chief Executive Officer of
the Corporation and UNB.
William T. Kelleher, Jr. 47 1983* 2000 Partner, Kelleher & Moore,
Attorneys at Law, Somerville,N.J.
Patricia A. McKiernan 60 1996 2002 Executive Vice President,
Hunterdon Medical Center.
Arlyn D. Rus 58 1971* 2000 Vice-Chairman of the Board,
formerly Chairman, President and CEO of
Raritan Bancorp, Inc., President and CEO of
Raritan Savings Bank.
David R. Walker 64 1994 2002 Consultant, formerly Vice
Chairman, Bollinger-Fowler
Company (insurance agency).
George J. Wickard 67 1993 2002 Retired; formerly Vice President
and General Manager, United
Telephone of New Jersey, Inc.
</TABLE>
*Includes prior service as director of Raritan Bancorp, Inc. and
Raritan Savings Bank. Raritan was merged into the Corporation on March
31, 1999 and Messrs. Kelleher and Rus were appointed to United's Board
in connection with the merger.
<PAGE>
<PAGE>
TABLE II
DIRECTORS WHOSE TERMS EXTEND BEYOND THE ANNUAL MEETING
<TABLE>
<CAPTION>
Director Principal Occupation or
Name Age Since Expiration Employment for Past Five Years
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
George W. Blank 60 1994 2001 President and Chief Executive
Officer, The MedTech Group,Inc.
Donald A. Buckley 72 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.
Charles E. Hance 55 1981 2001 Principal, Hance & Associates
(law firm), formerly Senior
Vice President and General Counsel,
Beneficial Management Corporation.
John R. Kopicki 55 1993 2001 President and Chief Executive
Officer of Muhlenberg
Regional Medical Center.
Antonia S. Marotta 69 1994 2000 Retired; founder and former
President, Lean Line, Inc.
(weight loss motivation programs).
John W. McGowan III 47 1996 2001 Attorney and Director; Herold
and Haines, PA (law firm).
Specializing in corporate
transactions and bank lending matters.
Charles N. Pond, Jr. 47 1996 2000 Owner, operator, The Oil
Peddler, Inc. and General
Manager, Hail Oil Company, Inc.
(retail fuel oil).
Paul K. Ross 50 1998 2001 Principal, Ross, Rosenthal &
Co., L.L.P. Managing Partner,
Ross Holding & Management Co.
Ronald E. West 49 1994 2000 Vice President-Client
Relations, BCI, Inc.
(information systems)
formerly Senior Manager,
Telecommunications & Office
Automation, Shearman &
Stirling (law firm).
</TABLE>
<PAGE>
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation's Board of Directors had four regular and two
special meetings in 1998.
There were five standing committees appointed by the Corporation's Board at
the April, 1998 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), Messrs. Buckley, McGowan, Walker and Wickard.
The Executive Committee did not meet during 1998.
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) and
Messrs. Cherry and Pond, and Mrs. McKiernan. The Audit Committee met five times
during 1998.
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. Gregor (Chairman),
Madams Marotta and McKiernan and Messrs. Cherry, Hance, and Wickard. The
Nominating Committee met twice during 1998. Kenneth W. Turnbull served as
Chairman of the committee until his retirement from the United Board in April
1998. Mr. Turnbull was replaced as Chairman by Mr. Gregor and Mr. Cherry was
added to the committee.
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), Messrs. Kopicki, McGowan, Pond and West,
as well as four non-director officers of the Corporation. The Strategic Planning
Committee did not meet during 1998.
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, Ross, Walker, West and Wickard. The committee met once during
1998.
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 1998, except Mr. Kopicki who attended
69% and Mr. Ross who attended 70% of such meetings.
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 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.
<PAGE>
<PAGE>
The total fees paid to all Directors for the Corporation's Board and
committee meetings during 1998 were $153,423. The total fees paid to all
Directors for UNB Board and committee meetings during 1998 were $259,799. These
amounts include fees which Directors elected to defer under a deferred
compensation plan. In addition, the exercise of 2,383 options by Mr. Marder and
1,544 options by Mr. Wickard under the Director Plan (described below) resulted
in compensation to these directors (in Mr. Marder's case, former director) of
$64,069, which represents the difference between the exercise price and fair
market value to the date of exercise. These were the only exercise of options
under the Director's Plan in 1998.
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 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. Cherry, Walker and Wickard and Mrs. McKiernan will be
granted an option to purchase 4,800 shares of Common Stock while Messrs.
Kelleher and Rus will be granted 1,600 options to purchase 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/her 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>
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDER
The following table sets forth, as of January 31, 1999, 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 9,101 (1) *
Donald A. Buckley 30,993 (2) *
C. Douglas Cherry 15,446 (3) *
Warren R. Gerleit 45,943 (4) *
Thomas C. Gregor 92,289 (5) *
Charles E. Hance 8,581 (6) *
William T. Kelleher, Jr. 85,783 *
John R. Kopicki 6,175 (7) *
Donald W. Malwitz 37,629 (8) *
Antonia S. Marotta 10,320 (9) *
Patricia A. McKiernan 3,668 (10) *
John W. McGowan III 3,409 (11) *
Charles N. Pond, Jr. (13) 26,134 (12) *
Paul K. Ross 13,640 (14) *
Arlyn D. Rus 376,262 (15) 2.54%
Ralph L. Straw, Jr. 24,417 (16) *
Richard G. Tappen 2,952 *
David R. Walker 33,715 (17) *
Ronald E. West 8,051 (18) *
George J. Wickard 7,085 (19) *
Directors and Executive Officers as
a Group (27 persons) 946,228 (20)(21) 6.39%
5% Shareholder
----------------------------
Mrs. C. Northrop Pond (13)
1241 Cooper Road
Scotch Plains, NJ 07076 788,716 (22) 5.33%
---------------------------------------
* Less than one percent.
</TABLE>
(1) Of this total, 4,719 shares are held by Mr. Blank and he has the right to
acquire an additional 4,382 shares pursuant to options exercisable within
60 days. Of the shares held by Mr. Blank, 462 shares are held by
Mr. Blank's wife.
(2) Of this total, 24,639 shares are held by Mr. Buckley and he has the right to
acquire an additional 6,354 shares pursuant to options exercisable within
60 days.
(3) Of this total, 10,352 shares are held by Mr. Cherry and he has
the right to acquire an additional 5,094 shares pursuant to options
exercisable within 60 days.
<PAGE>
<PAGE>
(4) Of this total, 9,564 shares are held by Mr. Gerleit and he has the right to
acquire an additional 36,379 shares pursuant to options exercisable within
60 days.
(5) Of this total, 18,555 shares are held by Mr. Gregor and he has the right to
acquire an additional 73,734 shares pursuant to options exercisable within
60 days. Of the shares held by Mr. Gregor, 2,681 shares are held by
Mr. Gregor's wife.
(6) Of this total, 4,199 shares are held by Mr. Hance and he has the right to
acquire an additional 4,382 shares pursuant to options exercisable
within 60 days.
(7) Of this total, 1,793 shares are held by Mr. Kopicki and he has the right to
acquire an additional 4,382 shares pursuant to options exercisable
within 60 days.
(8) Of this total, 8,846 shares are held by Mr. Malwitz and he has the right to
acquire an additional 28,783 shares pursuant to options exercisable within
60 days.
(9) Of this total, 3,966 shares are held by Mrs. Marotta and she has the right
to acquire an additional 6,354 shares pursuant to options exercisable
within 60 days.
(10) Of this total, 1,196 shares are held by Mrs. McKiernan and she has the
right to acquire an additional 2,472 shares pursuant to options exercisable
within 60 days.
(11) Of this total, 1,936 shares are held by Mr. McGowan and he has the right
to acquire an additional 3,409 shares pursuant to options exercisable
within 60 days.
(12) Of this total, 21,579 shares are held by Mr. Pond and he has the right to
acquire an additional 4,555 shares pursuant to options exercisable within
60 days.
(13) Mrs. Pond and Charles N. Pond, Jr. are mother and son.
(14) Of this total, 5,720 shares are held by Mr. Ross and 6,160 shares are held
in a Trust for which Mr. Ross is beneficiary.
(15) Of this total, 253,048 shares are held by Mr. Rus and he has the right to
acquire an additional 123,214 shares pursuant to options exercisable within
60 days. Of the shares held by Mr. Rus, 5,289 shares are held by
Mr. Rus's wife.
(16) Of this total, 8,128 shares are held by Mr. Straw and he has the right to
acquire an additional 16,289 shares pursuant to options exercisable within
60 days.
(17) Of this total, 28,621 shares are held by Mr. Walker and he has the right
to acquire an additional 5,094 shares pursuant to options exercisable
within 60 days. Of the shares held by Mr. Walker, 539 shares are held by
Mr. Walker's wife.
(18) Of this total, 1,697 shares are held by Mr. West and he has the right to
acquire an additional 6,354 shares pursuant to options exercisable within
60 days.
(19) Of this total, 6,262 shares are held by Mr. Wickard and he has the right
to acquire an additional 823 shares pursuant to options exercisable within
60 days.
(20) The total of 946,228 shares includes 13,641 shares held jointly or
individually by spouses and/or other members of the household of the
directors and all executive officers.
<PAGE>
<PAGE>
(21) The total unnamed executive officers have the right to purchase 61,302
shares pursuant to options exercisable within 60 days.
(22) Mrs. Pond holds 294,964 shares in her personal trust. The remaining 493,752
shares in this figure are held in trusts for which Mrs. Pond serves as
Trustee and has the sole voting rights.
<PAGE>
<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.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
-----------------------------------
Awards
-----------------------------------
(a) Annual Compensation (e) (f)
Name and ---------------------- Restricted Securities (g)
Principal (b) (c) (d) Stock Underlying All Other
Position Year Salary ($) Bonus ($) Award(s)($) Options/SARs (#)Compensation ($)
-------- ---- ---------- --------- ----------- ------------ -------------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Gregor, 1998 280,000 145,000 --- 12,925 8,624 (1)
Chief Executive Officer 1997 260,000 130,000 --- 17,840 8,611 (4)
of the Corporation and UNB 1996 240,000 110,000 --- 21,013 8,196 (5)
Warren R. Gerleit, 1998 165,300 50,000 --- 4,235 8,624 (1)
Executive VP, Lending and 1997 155,300 46,500 --- 8,862 7,480 (4)
Branch Administration of UNB 1996 135,300 40,500 --- 9,888 7,464 (5)
Donald W. Malwitz, 1998 155,000 46,500 --- 4,015 8,374 (1)
VP & Treasurer of the 1997 147,000 44,100 --- 7,463 5,104 (4)
Corporation and Executive 1996 140,000 35,000 --- 8,899 4,896 (5)
VP & Chief Financial
Officer of UNB
Ralph L. Straw, Jr., 1998 138,000 41,400 --- (3) 3,575 7,524 (1)
VP, General Counsel, & 1997 130,000 39,000 --- 4,198 7,194 (4)
Secretary of the Corporation 1996 120,000 30,000 --- 4,945 6,696 (5)
and Executive VP, Cashier
and General Counsel of UNB
Richard G. Tappen 1998 138,000 41,400 40,950 (2)(3) --- 2,894 (1)
Executive VP, Real Estate 1997 135,000 --- --- --- 72 (4)
Group 1996 --- --- --- --- ---
</TABLE>
- --------------
(1) The amounts shown represent UNB's 1998 contribution on behalf of the
executive to the 401(k) Plan (Mr. Gregor ---$8,000; Mr. Gerleit ---$8,000;
Mr. Malwitz ---$7,750; Mr. Straw ---$6,900; and Mr. Tappen --- $2,383) and
term life insurance premiums paid for the executive by UNB (Mr. Gregor
---$624; Mr. Gerleit --- $624; Mr. Malwitz ---$624; Mr. Straw ---$624; and
Mr. Tappen ---$511).
(2) This represents a grant of 1,800 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 amount shown reflects the value at the date of
grant.
(3) As of December 31, 1998, Mr. Straw held 300 shares of restricted stock with
a value of $6,825; and Mr. Tappen held 1,800 shares of restricted stock
with a value of $40,950.
(4) The amounts shown represent UNB's 1997 contribution on behalf of the
executive to the 401(k) Plan (Mr. Gregor ---$7,917; Mr. Gerleit ---$6,786;
Mr. Malwitz ---$4,410; Mr. Straw ---$6,500; and Mr. Tappen --- $-0-) and
term life insurance premiums paid for the executive by UNB (Mr. Gregor
---$694; Mr. Gerleit --- $694; Mr. Malwitz ---$694; Mr. Straw ---$694; and
Mr. Tappen ---$72).
(5) The amounts shown represent UNB's 1996 contribution on behalf of the
executive to the 401(k) Plan (Mr. Gregor ---$7,500; Mr. Gerleit ---$6,765;
Mr. Malwitz ---$4,200; and Mr. Straw ---$6,000 and term life insurance
premiums paid for the executive by UNB (Mr. Gregor ---$696; Mr. Gerleit
---$696: Mr. Malwitz --- $696; and Mr. Straw ---$696.
<PAGE>
<PAGE>
Option Grants in 1998
The following table shows the options granted to Named Officers in 1998,
and their potential value at the end of the option term, assuming certain levels
of appreciation of the Corporation's Common Stock. While the Commission-mandated
column headings refer to stock appreciation rights ("SARs"), the Corporation has
not awarded any SARs to its executive officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
Individual Grants
-------------------------------------------- Potential Realizable Value
Percent of at Assumed Annual Rates of
Number of Total Stock Price Appreciation
Securities Options/SARs for Option Term (2)
Underlying Granted to Exercise or ----------------------------- ----------
Options/SARs Employees in Base Price Expiration
Name Granted (#) Fiscal Year ($/Sh) Date 5%($) 10%($)
---- -------------- ------------- ----------- ---------- ------- -------
(a) (b) (c) (d) (e) (f) (g)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Thomas C. Gregor 12,925 (3) 25% 24.773 2/17/08 201,366 510,302
Warren R. Gerleit 4,235 (3) 8% 24.773 2/17/08 65,980 167,205
Donald W. Malwitz 4,015 (3) 8% 24.773 2/17/08 62,552 158,519
Ralph L. Straw, Jr. 3,575 (3) 7% 24.773 2/17/08 55,697 141,147
Richard G. Tappen 2,970 (3) 6% 24.773 2/17/08 46,271 117,261
</TABLE>
- --------------------
(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
17, 2000, 25% on February 17, 2001 and 25% on February 17, 2002.
<PAGE>
<PAGE>
Aggregated Option Exercises in 1998 and Year-End Option Value
The following table shows options exercised during 1998, and the value of
unexercised options held at year-end 1998, by the Named Officers. The
Corporation does not use SARs as compensation.
AGGREGATED OPTIONS/SAR EXERCISES IN THE
LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money
Options at Fiscal Options/SARs at
Shares Acquired Value Year-End (#) Fiscal Year-End($)
Name On Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- --------------- ------------ ------------------------- -------------------------
(a) (b) (c) (d) (e)
<S> <C> <C> <C> <C>
Thomas C. Gregor --- --- 55,630/45,202 603,304/215,795
Warren R. Gerleit --- --- 27,511/20,006 298,745/104,648
Donald W. Malwitz --- --- 21,517/17,237 282,564/87,340
Ralph L. Straw, Jr. --- --- 10,334/12,865 105,467/68,322
Richard G. Tappen --- --- 0/2,970 0/0
<PAGE>
<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 1998, the limitation was $160,000. Only Mr. Gregor and Mr. Gerleit are
affected at this time and their benefit declined when compared to last year.
The estimated annual benefits payable upon retirement at normal retirement
age (65) to the Named Officers are:
Estimated Annual Benefits
</TABLE>
<TABLE>
<CAPTION>
Assuming 4% Annual Assuming No
Name Salary Increases Salary Increases
---- ------------------ ----------------
<S> <C> <C>
Thomas C. Gregor $ 68,517 $ 57,672
Warren R. Gerleit 78,821 63,034
Donald W. Malwitz 92,256 84,531
Ralph L. Straw, Jr. 40,528 35,290
Richard G. Tappen 68,840 47,953
</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) 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 or she would have
received had he or she remained in the employ of the Corporation or UNB and
retired at his or her 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 or her 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
<PAGE>
<PAGE>
election, he or she can receive his or her 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, Gerleit, Malwitz and Straw. The
estimated pre-tax benefit payable upon retirement at the executives benefit
eligibility date is $209,911, $76,145, $32,017 and $63,094, for Messrs. Gregor,
Gerleit, Malwitz and Straw, 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 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 1998 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 July 1, 1998, the Corporation and UNB entered into employment and
change-in-control agreements with eight executive officers, including the five
Named Officers. Each agreement provides for the employment of the executive from
June 1, 1998 through July 30, 2003, at a minimum base salary equal to the
executive's salary as of July 1, 1998. 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
months' 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; 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
<PAGE>
<PAGE>
executives will be increased if and to the extent necessary to compensate for
additional taxes and surcharges imposed upon excess 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 July
1, 1998 ("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 review of all reports furnished to it for 1998 pursuant to Section
16(a), the Corporation believes all of the reports required to be filed under
Section 16(a) were filed on a timely basis with respect to the Corporation's
fiscal year ended December 31, 1998.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of UNB's Compensation Committee during 1998 were Messrs. Blank
(Chairman), Buckley, Gregor, Kopicki and McGowan.
Among those who served on the Board of Directors during 1998 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, 1998. 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 and William T. Kelleher, Jr., directors of the
Corporation, were principals in law firms which performed legal services for UNB
and Raritan Savings Bank ("Raritan") during 1998 and will continue to perform
services for UNB in 1999. During 1998, Mr. McGowan's law firm was paid
$28,016.70 directly by UNB, $1,086.93 directly by Raritan, $23,239.59 directly
by customers of UNB and nothing directly by customers of Raritan for the law
firm's representation of UNB and Raritan regarding loan transactions with such
customers.
<PAGE>
<PAGE>
During 1998, Mr. Kelleher's law firm was paid $ directly by Raritan,
$ directly by UNB, $ directly by customers of Raritan and $
directly by customers of UNB for the law firm's representation of Raritan and
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. Messrs. Kelleher and Rus became directors
on March 31, 1999, and therefore did not participate in the preparation of this
report.
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 1998, were Messrs. Blank (Chairman), Buckley, Gregor, Kopicki and
McGowan. Mr. Gregor does not participate in the committee deliberations with
respect to his own compensation.
The Board of Directors of UNB uses a performance-based bonus program to
determine bonuses for 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 attained 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, the Corporation makes available to all employees, including
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 1998, 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 1998.
During 1998, 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 1998 was set by the Board of UNB
based upon his performance in executing his responsibilities in those positions
in 1997 and the performance anticipated from him in 1998 and future years. The
Board also considered the objectives set by the Board for UNB for 1997, 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 1998 bonus was set based on the matrix derived under
UNB's 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
1997 within time and within budget results, the achievement of specified minimum
financial ratios, the achievement of specified goals with respect to UNB's
internal quality program, financial performance and growth, and competitive
considerations.
With respect to 1998 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 1997, the performance anticipated from the
officer in 1998 and future years, and competitive factors. 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
<PAGE>
<PAGE>
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
1998, were Messrs. Blank (Chairman), Cherry, Hance, Kopicki, Pond, Ross, Walker,
West and Wickard and Madams Marotta and McKiernan. Mr. Gregor was awarded
options to acquire 12,925 shares of Corporation Common Stock pursuant to this
plan in 1998, and other Named Officers were awarded a total of 14,795 options
under this plan in 1998.
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
1998 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 1999 tax year.
The Board of Directors
<TABLE>
<S> <C>
George W. Blank John W. McGowan III
Donald A. Buckley Patricia A. McKiernan
C. Douglas Cherry Charles N. Pond, Jr.
Thomas C. Gregor Paul K. Ross
Charles E. Hance David R. Walker
John R. Kopicki Ronald E. West
Amtonia S. Marotta George J. Wickard
</TABLE>
<PAGE>
<PAGE>
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, 1993 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.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
Symbol Index Description 12/31/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ------ ------------------ -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
UNITED NATIONAL $l00.00 $ 115.80 $129.60 $150.30 $245.70 $238.20
BANCORP
CRSP Index for Nasdaq $l00.00 $ 97.80 $138.30 $170.00 $208.60 $293.20
Stock Market (US
Companies)
Keefe, Bruyette, & Woods $l00.00 $ 94.90 $152.00 $215.01 $314.32 $340.34
50 Index
</TABLE>
<PAGE>
<PAGE>
PROPOSAL 2 - AN AMENDMENT TO THE CORPORATION'S CERTIFICATE OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK OF THE CORPORATION
FROM 16,000,000 TO 25,000,000 SHARES.
General
The Board of Directors on February 16, 1999 unanimously approved an
amendment to Article 3 of the Certificate of Incorporation (the "Certificate")
to increase the authorized common stock to 25,000,000 shares.
Under the proposed amendment, the Corporation will have a total of
26,000,000 authorized shares of which 25,000,000 shares are common stock and
1,000,000 shares are preferred stock which generally could be issued by the
Board without further shareholder approval. Under the proposed amendment, the
Board will have the right to establish classes or series of preferred stock and
to determine the relative rights, preferences and limitations of each such new
class or series, including dividend rights, conversion rights, voting rights,
redemption prices and similar matters.
The Certificate presently authorizes the issuance of 16,000,000 shares of
common stock and 1,000,000 shares of preferred stock, of which 11,328,577
shares of common stock were issued and outstanding and no shares of preferred
stock were issued and outstanding as of the record date of the Meeting.
Purpose of The Proposal
The purpose of this amendment is to maximize the Corporation's ability to
expand its capital. Although the Corporation has no agreements, commitments or
plans at this time for the sale or other use of additional shares of stock, the
Board of Directors believes that the proposed authorization to issue common
stock will provide the Corporation with increased flexibility in generating
additional capital, achieving future acquisitions and meeting its corporate
needs. If the issuance of shares is deemed advisable in connection with raising
additional capital, or future acquisitions, having the authority to issue the
additional shares would avoid the time delay and expense of a special
shareholder's meeting to authorize the issuance of either common or preferred
stock. No further action or authorization by the Corporation's shareholders
would be necessary prior to issuance of such stock, except as may be required
for a particular transaction by applicable law or regulation.
Possible Adverse Effects of The Proposal
The issuance of the additional common stock may have certain adverse
effects upon the current holders of common stock. Holders of the Corporation's
common stock will not have preemptive rights with respect to any new common
stock. The issuance of further common stock would increase the number of shares
of common stock outstanding, thereby diluting percentage ownership of existing
shareholders, as well as possibly diluting book value per share and/or earnings
per share.
<PAGE>
<PAGE>
SHAREHOLDER PROPOSALS
New Jersey corporate law requires that the notice of a regular or special
shareholder's meeting specify the purpose of such meeting. Thus, a shareholder
proposal must be referred to in United's notice of shareholders' meeting for the
proposal to be validly considered at a United annual meeting.
Any United shareholder that wishes to have a proposal included in United's
notice of shareholders' meeting, proxy statement and proxy card for its 2000
annual meeting must submit the proposal to United by the applicable deadline.
The deadline is December 21, 1999, subject to change as noted below.
If United changes its 2000 annual meeting date to a date more than 30 days
from the date of its 1999 annual meeting, then the deadline referred to in the
preceding paragraph will be changed to a reasonable time before United begins to
print and mail its proxy materials. If United changes the date of its 2000
annual meeting in a manner which alters the deadline, United will so state under
Item 5 of the first quarterly report on Form 10-Q it files with the SEC after
the date change, or will notify its shareholders by another reasonable means.
SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR 1999
KPMG LLP ("KPMG") served as the Corporation's independent public
accountants for the fiscal years ended December 31, 1998, 1997 and 1996.
Representatives of KPMG 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. KPMG also will serve as the Corporation's independent public
accountants for the fiscal year ending December 31, 1999.
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 matters 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
April 19, 1999
<PAGE>
<PAGE>
APPENDIX 1
PROXY CARD
(FRONT)
UNITED NATIONAL BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
MAY 18, 1999
The undersigned hereby appoints Joanne F. Herb, Charles E. Nunn and A.
Richard Abrahamian, and each of them with full powers of substitution 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 May 18, 1999 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 instructs
said attorneys and proxies to vote as indicated herein. 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 the 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 AND FOR
APPROVAL OF AN AMENDMENT TO THE CORPORATION'S CERTIFICATE OF INCORPORATION
INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK.
(Please sign proxy on reverse side and return in enclosed envelope.)
UNITED NATIONAL BANCORP
P.O. BOX 11175
NEW YORK, NY 10203-0175
<PAGE>
<PAGE>
(BACK)
(THE BOARD OF DIRECTORS RECOMMENDS A VOTE 'FOR' PROPOSALS '1' AND '2')
<TABLE>
<S> <C> <C> <C>
1. To elect seven (7) members to the FOR all nominees [ ] WITHHOLD AUTHORITY to vote [ ] *EXCEPTIONS [ ]
Board of Directors of the listed below
Corporation to terms expiring in the
year set forth in parentheses next
to their name.
</TABLE>
Nominees: C. DOUGLAS CHERRY (2002) THOMAS C. GREGOR (2002) WILLIAM T. KELLEHER,
JR. (2000) PATRICIA A. McKIERNAN (2002) ARLYN D. RUS (2000) DAVID R.
WALKER (2002) GEORGE J. WICKARD (2002)
(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. To approve an amendment to the Corporation's Certificate of Incorporation
increasing the number of authorized shares of common stock from 16,000,000 to
25,000,000.
3. 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
Please sign exactly as your name
appears hereon. When signing in a
representative capacity, please given
full name.
Dated __________________________, 1999
______________________________________
(Name and address of stockholder) 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
