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================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) - January 20, 1999
United National Bancorp
(Exact Name of Registrant as Specified in Charter)
NEW JERSEY
(State or Other Jurisdiction of Incorporation)
000-16931 22-2894827
(Commission File Number) (IRS Employer Identification No.)
1130 Route 22 East, Bridgewater, New Jersey 08807
(Address of Principal Executive Offices)
908-429-2200
(Registrant's Telephone Number)
================================================================================
<PAGE>
Item 5. Other Events
On January 20, 1999, United reported its fourth quarter and
full year 1998 earnings. Net income for the 1998 full year totaled $15.6
million, compared to $14.5 million for 1997. Diluted earnings per share were
$1.39 for the full year, compared to $1.30 for 1997. Basic earnings per share
were $1.41 for 1998, compared to $1.31 for 1997.
Fourth quarter 1998 net income totaled $5.2 million compared
to $4.7 million for 1997. Both diluted and basic earnings per share were $0.46
for the fourth quarter compared to $0.42 for 1997.
United's return on average assets was 1.36% for the fourth
quarter and 1.08% for the full year 1998. United's return on average equity was
15.75% for the fourth quarter and 12.67% for the full year 1998. Net interest
income was $57.1 million for the full year 1998, a 4.2% increase over the $54.8
million reported in 1997. United's net interest margin was 4.46% for 1998
compared to 4.86% for 1997.
United's total assets at December 31, 1998 were $1.5 billion.
Loans totaled $754 million and deposits were $1 billion.
United National Bancorp is the bank holding company for United
National Bank which operates in Bridgewater, New Jersey.
A copy of United's press release is attached to this Form
8-K/A as an Exhibit and is incorporated herein by reference.
Item 7. Exhibits.
99 Press Release dated January 20, 1999
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registration has duly caused this report to be signed on its behalf by the
undersigned thereto duly authorized.
United National Bancorp
Dated: February , 1999 By: __________________________
Ralph L. Straw, Jr. Esq.
Executive Vice President and
General Counsel & Cashier
UNITED NATIONAL BANCORP REPORTS
INCREASED EARNINGS
Bridgewater, NJ--January 20, 1999--United National Bancorp (Nasdaq: UNBJ),
parent company of United National Bank, reported 1998 fourth quarter
consolidated net income of $5,155,000, or $0.46 per diluted share, an increase
of 10% over the $4,686,000, or $0.42 per diluted share reported for the fourth
quarter of 1997. For the full year 1998, consolidated net income was
$15,600,000, or $1.39 per diluted share, an increase of 7.3% over the
$14,539,000, or $1.30 per diluted share, reported in 1997. Consolidated net
income in both 1998 and 1997 included one-time merger-related charges.
United National recorded a one-time charge of $1,694,000, or $0.15 per diluted
share, net of taxes, relating to the acquisition of State Bank of South Orange
during the third quarter of 1998. A one-time charge of $1,398,000, or $0.13 per
diluted share, net of taxes, was recorded in 1997 for the acquisition of
Farrington Bank. Excluding the one-time charges, earnings for the full year 1998
increased 8.5% to $17,294,000, or $1.54 per diluted share, from the $15,937,000,
or $1.43 per diluted share recorded in 1997.
Total assets at December 31 were $1,488,593,000, and increase of 7.6% over
year-end 1997 assets of $1,383,376,000. Deposits were $1,046,715,000 at year-end
1998. Loans, net of unearned income, were $753,748,000 at year-end 1998, an
increase of 13.6% as compared to $663,566,000 at year-end 1997.
Key performance ratios, adjusted for the one-time charge, remained strong for
1998. Return on Average Assets for the full year was 1.19% while Return on
Average Stockholders' Equity was 14.04%.
In September, United National Bank announced plans to acquire Raritan Bancorp, a
$435 million asset bank holding company, whose principal subsidiary is Raritan
Savings Bank. Upon completion of this merger, which is subject to necessary
approvals, United National expects to be a $2 billion asset company.
United National Bancorp, headquartered in Bridgewater, New Jersey, is a $1.5
billion asset commercial bank holding company whose principal subsidiary is
United National Bank. The Bank operates 28 offices throughout Essex, Hunterdon,
Middlesex, Morris, Somerset, Union and Warren counties in New Jersey. United
National provides a complete range of personal and business banking services as
well as an array of trust and investment services. United Commercial Capital
Group, a subsidiary of United National Bank, provides timely and innovative
financing solutions for real estate and commercial transactions that do not fall
within the boundaries of traditional bank financing. Visit United National on
the World Wide Web at www.united-na_Hlt441475212t_Hlt441475212ional.com.
Contact: media, Donald Reinhard, 908-429-2370 or investors, Donald Malwitz,
908-429-2405, both of United National.
<PAGE>
<TABLE>
<CAPTION>
United National Bancorp
Consolidated Balance Sheets
(In Thousands, Except Per Share Data)
December 31,
--------------------------------
1998 1997
-------------- --------------
<S> <C> <C>
ASSETS
Cash and Due From Banks $ 41,855 $ 43,807
Federal Funds Sold - 7,325
Securities Available for Sale, at Market Value 580,133 553,000
Securities Held to Maturity 42,471 45,308
Trading Account Securities, at Market Value 1,239 1,221
Loans (Net of Unearned Income) 753,748 663,566
Less: Allowance for Possible Loan Losses 7,582 8,434
-------------- --------------
Loans, Net 746,166 655,132
Mortgage Loans Held for Sale 128 -
Premises and Equipment , Net 23,530 23,501
Investment in Joint Venture 2,931 3,151
Other Real Estate, Net 507 1,462
Intangible Assets, Primarily Core Deposit Premiums 8,973 10,818
Other Assets 40,660 38,651
-------------- --------------
TOTAL ASSETS $1,488,593 $1,383,376
============== ==============
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Demand Deposits $ 203,129 $ 178,784
Savings Deposits 415,546 401,399
Time Deposits 428,040 475,436
-------------- --------------
Total Deposits 1,046,715 1,055,619
Short-Term Borrowings 154,635 79,546
Other Borrowings 119,942 92,706
Other Liabilities 21,056 18,878
-------------- --------------
TOTAL LIABILITIES 1,342,348 1,246,749
-------------- --------------
Series B Capital Securities 20,000 20,000
STOCKHOLDERS' EQUITY
Common Stock ($1.25 Par Value Per Share) 13,989 12,704
Additional Paid-In Capital 105,661 84,107
Retained Earnings 1,542 15,607
Treasury Stock (1,352) (1,352)
Restricted Stock (64) (73)
Accumulated Other Comprehensive Income 6,469 5,634
-------------- --------------
TOTAL STOCKHOLDERS' EQUITY 126,245 116,627
-------------- --------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,488,593 $1,383,376
============== ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
United National Bancorp
Consolidated Statements of Income
(In Thousands, Except Per Share Data)
Three Months Ended Twelve Months Ended
December 31, December 31,
1998 1997 1998 1997
------------------------------------------------------------
<S> <C> <C> <C> <C>
INTEREST INCOME
Interest and Fees on Loans $15,757 $15,687 $62,645 $60,788
Interest and Dividends on Securities Available for Sale:
Taxable 8,481 7,858 33,434 25,602
Tax-Exempt 838 667 2,978 2,409
Interest on Securities Held to Maturity:
Taxable 347 675 1,697 3,141
Tax-Exempt 239 143 880 594
Dividends on Trading Account Securities 6 6 26 18
Interest on Federal Funds Sold and Deposits
with Federal Home Loan Bank 82 306 946 1,216
------ ------ ------- -------
TOTAL INTEREST INCOME 25,750 25,342 102,606 93,768
------ ------ ------- -------
INTEREST EXPENSE
Interest on Savings Deposits 1,868 2,114 6,792 7,394
Interest on Time Deposits 5,982 6,447 25,515 24,507
Interest on Short-Term Borrowings 1,070 1,092 5,043 3,543
Interest on Other Borrowings 2,633 1,680 8,192 3,498
------ ------ ------- -------
TOTAL INTEREST EXPENSE 11,553 11,333 45,542 38,942
------ ------ ------- -------
Net Interest Income 14,197 14,009 57,064 54,826
Provision for Possible Loan Losses 975 988 3,144 3,832
------ ------ ------- -------
Net Interest Income After Provision for Possible Loan Losses 13,222 13,021 53,920 50,994
------ ------ ------- -------
NON-INTEREST INCOME
Trust Income 1,142 1,376 5,454 4,976
Service Charges on Deposit Accounts 1,050 1,100 4,443 4,504
Other Service Charges, Commissions and Fees 1,665 1,578 6,553 6,207
Net Gains from Securities Transactions 2,846 990 3,850 1,820
Other Income 578 863 2,481 2,423
------ ------ ------- -------
TOTAL NON-INTEREST INCOME 7,281 5,907 22,781 19,930
------ ------ ------- -------
NON-INTEREST EXPENSE
Salaries, Wages and Employee Benefits 5,197 4,842 21,282 20,611
Occupancy Expense, Net 930 820 3,666 3,357
Furniture and Equipment Expense 938 921 3,665 3,167
Data Processing Expense 1,529 1,628 7,191 5,324
Distributions on Series B Capital Securities 500 500 2,002 1,557
Amortization of Intangible Assets 643 440 1,845 1,760
Net Cost to Operate Other Real Estate 107 37 225 250
Merger Related Charge & Loss on Disposition of Assets - - 2,179 2,208
Other Expenses 3,297 2,937 12,500 11,314
------ ------ ------- -------
TOTAL NON-INTEREST EXPENSE 13,141 12,125 54,555 49,548
------ ------ ------- -------
Income Before Provision for Income Taxes 7,362 6,803 22,146 21,376
Provision for Income Taxes 2,207 2,117 6,546 6,837
------ ------ ------- -------
NET INCOME $5,155 $4,686 $15,600 $14,539
====== ====== ======= ========
NET INCOME PER COMMON SHARE:
Basic $0.46 $0.42 $1.41 $1.31
====== ====== ======= =======
Diluted $0.46 $0.42 $1.39 $1.30
====== ====== ======= =======
Weighted Average Shares Outstanding:
Basic 11,087 11,070 11,084 11,068
Diluted 11,245 11,186 11,248 11,177
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
United National Bancorp
Consolidated Financial Highlights
December 31, 1998
(Dollars in Thousands, Except Share Data)
Three Months Ended Twelve Months Ended
December 31, December 31,
------------------------- ------------------------ -
1998 1997 1998 1997
------------ ----------- ---------- ------------ -
<S> <C> <C> <C> <C>
Results of Operations:
Net Income $5,155 $4,686 $15,600 $14,539
Net Income Before One Time Charges 5,155 4,686 17,294 15,937
Net Income per Common Share (1) Basic 0.46 0.42 $1.41 $1.31
Diluted 0.46 0.42 $1.39 $1.30
Net Income Before Merger Related Charge (1) Basic 0.46 0.42 1.56 1.44
Diluted 0.46 0.42 1.54 1.43
Adjusted Financial Ratios (2):
Return on Average Assets 1.36% 1.36% 1.19% 1.26%
Return on Average Stockholders' Equity 15.75% 16.16% 14.04% 14.72%
Financial Ratios:
Return on Average Assets 1.36% 1.36% 1.08% 1.15%
Return on Average Stockholders' Equity 15.75% 16.16% 12.67% 13.43%
Net Interest Margin (Taxable Equivalent Basis) 4.30% 4.65% 4.46% 4.86%
Net Interest Income (Taxable Equivalent Basis) $14,763 $14,441 59,097 56,422
Non-Interest Income 7,281 5,907 22,781 19,930
Non-Interest Expense 13,141 12,125 54,555 49,548
Merger Related Charge (Pre-Tax) - - 2,179 2,208
Distributions on Series B Capital Securities 500 500 2,002 1,557
Provision for Possible Loan Losses 975 988 3,144 3,832
Efficiency Ratio (3) 63.63% 59.11% 63.55% 59.98%
Dividends Declared per Common Share (1) $0.20 $0.14 $0.65 $0.52
Financial Condition:
AVERAGE :
Securities, net $687,243 $570,008 $629,016 $486,569
Total Loans 722,519 657,081 689,021 656,322
Earning Assets 1,371,958 1,243,215 1,324,291 1,161,924
Total Assets 1,504,251 1,363,050 1,448,052 1,262,436
Deposits 1,081,245 1,037,564 1,068,732 1,010,045
Total Stockholders' Equity 129,870 115,059 123,174 108,234
PERIOD END:
Securities, net $623,843 $599,529
Total Loans 753,748 663,566
Allowance for Possible Loan Losses 7,582 8,434
Total Assets 1,488,593 1,383,376
Deposits 1,046,715 1,055,619
Total Stockholders' Equity 126,245 116,627
Book Value Per Share (1) 11.39 10.53
Common Shares Outstanding (1) 11,087,382 11,075,262
ASSET QUALITY:
Impaired Loans $5,282 $6,504
Renegotiated Loans 42 53
Loans Past Due 90 Days but Still Accruing 1,289 2,365
Assets Acquired in Foreclosure 558 1,637
------------ -----------
Total Non-Performing Assets $7,171 $10,559
------------ -----------
Net Charge-Offs $752 $1,060 $3,996 $4,307
Foreclosed Property Expense 100 37 218 250
Allowance for Loan Losses to Total Loans 1.01% 1.27%
Allowance for Loan Losses to Non-Performing Loans 114.65% 94.53%
Non-Performing Assets to Total Loans and
Assets Acquired in Foreclosure 0.95% 1.59%
CAPITAL ADEQUACY :
Tier I Leverage Ratio 8.76% 8.93%
Tier I Capital to Risk-Weighted Assets 13.77% 14.56%
Tier I & Tier II Capital to Risk-Weighted Assets 14.57% 15.57%
</TABLE>
(1) Adjusted for subsequent stock dividends and splits.
(2) Excluding merger related charges in 1998 and 1997 and loss on disposition of
assets in 1997.
(3) Distributions on Series B Capital Securities have been reclassified from
non-interest expense to interest expense for purposes of this calculation.
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