<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>
[LOGO]
1130 Route 22 East
Bridgewater, New Jersey 08807
-------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 18, 2000
-------------------------------
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 18, 2000 at 10:00 a.m. local time, for the purpose of
considering and voting upon the following matters:
1. Electing five persons to serve as directors of the Corporation for
the term specified in the proxy statement.
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
February 28, 2000 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
March 27, 2000
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 27, 2000
------------------------
GENERAL PROXY STATEMENT INFORMATION
This Proxy Statement is furnished in connection with the solicitation by 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 18, 2000 at 10:00 a.m. local time. This Proxy
Statement is first being mailed to shareholders on approximately March 27, 2000.
VOTING INFORMATION
The record date for determining shareholders entitled to notice of and to
vote at the Meeting is February 28, 2000. Only shareholders of record as of that
date will be entitled to notice of, and to vote at, the Meeting.
On the record date, 15,592,711 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,
General Counsel & Secretary, prior to 10:00 a.m. on April 18, 2000.
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.
Approval of 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 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
1
<PAGE>
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 2003. Director Buckley
whose term expires this year has attained retirement age and will not stand for
re-election.
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 'withhold 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 2000, 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 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>
William T. Kelleher, Jr.......... 48 1983* 2003 Partner, Kelleher & Moore,
Attorneys at Law, Somerville, N.J.
Antonia S. Marotta............... 70 1994 2003 Retired; founder and former President,
Lean Line, Inc.
(weight loss motivation programs).
Charles N. Pond, Jr.............. 48 1996 2003 Owner, operator, The Oil Peddler, Inc.
and General Manager, Hall Oil
Company, Inc. (retail fuel oil).
Arlyn D. Rus..................... 59 1971* 2003 Vice Chairman of the Board,
formerly Chairman, President
and CEO of Raritan Bancorp, Inc.,
President and CEO of Raritan
Savings Bank.
Ronald E. West................... 50 1994 2003 Vice President-Client Relations, BCI,
Inc.(information systems), formerly Senior
Manager, Telecommunication &
Office Automation, Shearman & Stirling
(law firm).
</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.
2
<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.................. 61 1994 2001 President and Chief Executive Officer,
The MedTech Group, Inc.
C. Douglas Cherry................ 63 1993 2002 President and CEO, Cherry, Weber &
Associates, P.C. (consulting engineers).
Thomas C. Gregor................. 54 1992 2002 Chairman of the Board, President and
Chief Executive Officer of the
Corporation and UNB.
Charles E. Hance................. 56 1981 2001 Managing Attorney, Hance & Associates,
L.L.C. (law firm), formerly Senior Vice
President and General Counsel, Beneficial
Management Corporation of America.
John R. Kopicki.................. 56 1993 2001 Executive Vice President of Muhlenberg Regional
Medical Center.
John W. McGowan III.............. 48 1996 2001 Attorney and Director; Herold and Haines,
PA (law firm). Specializing in corporate
transactions and bank lending matters.
Patricia A. McKiernan............ 61 1996 2002 Executive Vice President, HMC Foundation.
Paul K. Ross..................... 51 1998 2001 Principal, Ross, Rosenthal & Co., L.L.P.,
Managing Partner, Ross Holding &
Management Co.
David R. Walker.................. 65 1994 2002 Consultant, formerly Vice Chairman,
Bollinger, Inc. (insurance
agency).
George J. Wickard................ 68 1993 2002 Retired; formerly Vice President and
General Manager, United Telephone of New
Jersey, Inc.
</TABLE>
3
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
The Corporation's Board of Directors had nine regular and one special
meeting in 1999.
There were five standing committees appointed by the Corporation's Board at
the May, 1999 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, Ross, and Walker. Mister Ross
replaced Mister Wickard on the committee. The Executive Committee did not meet
during 1999.
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 1999.
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)
and Messrs. Kopicki, McGowan, Walker, and Wickard. Messrs. Kopicki, McGowan and
Walker replaced Mesdames Marotta and McKiernan and Messrs. Cherry and Hance on
the committee. The Nominating Committee did not meet during 1999.
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), Mrs. Marotta and Messrs. Kopicki, Rus and
West, as well as four non-director officers of the Corporation. Mrs. Marotta and
Mr. Rus replaced Messrs. McGowan and Pond on the committee during 1999. The
committee met once during 1999.
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), Mesdames Marotta and McKiernan and Messrs. Cherry, Hance,
Kopicki, Pond, Ross, Walker, West and Wickard. The committee met once during
1999.
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 1999.
DIRECTORS' COMPENSATION
The Directors of the Corporation and UNB receive a retainer of $5,000 per
year. 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.
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 was
granted an option to purchase shares of Common Stock. Currently, each eligible
person who is elected or re-elected at an annual meeting of the Corporation's
shareholders is automatically granted an option, with the number of shares
purchasable thereunder based on the term to which such person is elected. 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 and increased the number of
options to be issued upon election of a director. On July 1, 1997 the
Corporation's stock split two-for-one. This had the effect of doubling the stock
4
<PAGE>
authorized for issuance under the Plan as well as the stock option awards to
directors. Currently non-employee directors are granted options, in connection
with the meeting at which they are elected, to acquire; 4,800 shares if they are
elected to a three-year term; 3,200 shares if they are elected to a two-year
term; and 1,600 shares if they are elected to a one-year term. Assuming that all
Non-Employee Director nominees are elected at this year's Meeting, each of
Messrs. Kelleher, Pond, Rus, and West and Mrs. Marotta will be granted an option
to purchase 4,800 shares of Common Stock of the Corporation.
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, nine Non-Employee Directors of
the Corporation and ten Non-Employee Directors of UNB are participating in the
Deferred Compensation Plan.
5
<PAGE>
STOCK OWNERSHIP OF MANAGEMENT AND PRINCIPAL SHAREHOLDER
The following table sets forth, as of January 31, 2000, 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............................................. 12,047(1) *
Donald A. Buckley........................................... 33,043(2) *
C. Douglas Cherry........................................... 18,659(3) *
Warren R. Gerleit........................................... 56,558(4) *
Thomas C. Gregor............................................ 115,985(5) *
Charles E. Hance............................................ 11,175(6) *
William T. Kelleher, Jr..................................... 87,387(7) *
John R. Kopicki............................................. 8,624(8) *
Donald W. Malwitz........................................... 39,023(9) *
Antonia S. Marotta.......................................... 11,622(10) *
John W. McGowan III......................................... 7,744(11) *
Patricia A. McKiernan....................................... 5,797(12) *
Charles N. Pond, Jr. (14)................................... 29,891(13) *
Paul K. Ross................................................ 16,536(15) *
Arlyn D. Rus................................................ 403,936(16) 2.50%
Ralph L. Straw, Jr.......................................... 30,692(17) *
Richard G. Tappen........................................... 5,309(18) *
David R. Walker............................................. 42,947(19) *
Ronald E. West.............................................. 8,787(20) *
George J. Wickard........................................... 9,660(21) *
Directors and Executive Officers as a Group (27 persons).... 1,065,227(22)(23) 6.60%
5% SHAREHOLDER
Mrs. C. Northrop Pond (13)
1241 Cooper Road
Scotch Plains, NJ 07076................................... 792,887(24) 4.91%
</TABLE>
- ---------
* Less than one percent.
(1) Of this total, 5,535 shares are held by Mr. Blank and he has the right to
acquire an additional 6,512 shares pursuant to options exercisable within
60 days. Of the shares held by Mr. Blank, 867 shares are held by Mr.
Blank's wife.
(2) Of this total, 26,330 shares are held by Mr. Buckley and he has the right
to acquire an additional 6,713 shares pursuant to options exercisable
within 60 days.
(3) Of this total, 11,562 shares are held by Mr. Cherry and he has the right to
acquire an additional 7,097 shares pursuant to options exercisable within
60 days.
(4) Of this total, 10,780 shares are held by Mr. Gerleit and he has the right
to acquire an additional 45,778 shares pursuant to options exercisable
within 60 days.
(5) Of this total, 20,679 shares are held by Mr. Gregor and he has the right to
acquire an additional 95,306 shares pursuant to options exercisable within
60 days. Of the shares held by Mr. Gregor, 2,939 shares are held by Mr.
Gregor's wife.
(footnotes continued on next page)
6
<PAGE>
(footnotes continued from previous page)
(6) Of this total, 4,663 shares are held by Mr. Hance and he has the right to
acquire an additional 6,512 shares pursuant to options exercisable within
60 days.
(7) Of this total, 85,691 shares are held by Mr. Kelleher and he has the right
to acquire an additional 1,696 shares pursuant to options exercisable
within 60 days.
(8) Of this total, 2,112 shares are held by Mr. Kopicki and he has the right to
acquire an additional 6,512 shares pursuant to options exercisable within
60 days.
(9) Of this total, 10,080 shares are held by Mr. Malwitz and he has the right
to acquire an additional 28,943 shares pursuant to options exercisable
within 60 days.
(10) Of this total, 4,909 shares are held by Mrs. Marotta and she has the right
to acquire an additional 6,713 shares pursuant to options exercisable
within 60 days.
(11) Of this total, 2,264 shares are held by Mr. McGowan and he has the right to
acquire an additional 5,480 shares pursuant to options exercisable within
60 days.
(12) Of this total, 1,480 shares are held by Mrs. McKiernan and she has the
right to acquire an additional 4,317 shares pursuant to options exercisable
within 60 days.
(13) Of this total, 23,085 shares are held by Mr. Pond and he has the right to
acquire an additional 6,806 shares pursuant to options exercisable within
60 days.
(14) Mrs. Pond and Charles N. Pond, Jr. are mother and son.
(15) Of this total, 5,830 shares are held by Mr. Ross and 6,974 shares are held
in a Trust for which Mr. Ross is beneficiary and he has the right to
acquire an additional 3,732 shares pursuant to options exercisable within
60 days.
(16) Of this total, 402,240 shares are held by Mr. Rus and he has the right to
acquire an additional 1,696 shares pursuant to options exercisable within
60 days. Of the shares held by Mr. Rus, 5,903 shares are held by Mr. Rus's
wife.
(17) Of this total, 9,107 shares are held by Mr. Straw and he has the right to
acquire an additional 21,585 shares pursuant to options exercisable within
60 days.
(18) Of this total, 3,734 shares are held by Mr. Tappen and he has the right to
acquire an additional 1,575 shares pursuant to options exercisable within
60 days.
(19) Of this total, 35,850 shares are held by Mr. Walker and he has the right to
acquire an additional 7,097 shares pursuant to options exercisable within
60 days. Of the shares held by Mr. Walker, 571 shares are held by Mr.
Walker's wife.
(20) Of this total, 2,074 shares are held by Mr. West and he has the right to
acquire an additional 6,713 shares pursuant to options exercisable within
60 days.
(21) Of this total, 7,964 shares are held by Mr. Wickard and he has the right to
acquire an additional 1,696 shares pursuant to options exercisable within
60 days.
(22) The total of 1,065,227 shares includes 337,565 shares held jointly or
individually by spouses and/or other members of the household of the
directors and all executive officers.
(23) The total unnamed executive officers have the right to purchase 79,265
shares pursuant to options exercisable within 60 days.
(24) Mrs. Pond holds 325,668 shares in her personal trust. The remaining 467,209
shares in this figure are held in trusts for which Mrs. Pond serves as
Trustee and has the sole voting rights.
7
<PAGE>
EXECUTIVE COMPENSATION
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
---------------------------------------
NAME AND ANNUAL COMPENSATION RESTRICTED SECURITIES
PRINCIPAL ---------------------- STOCK UNDERLYING ALL OTHER
POSITION YEAR SALARY ($) BONUS ($) AWARD(S) ($) OPTIONS/SARS (#) COMPENSATION ($)
-------- ---- ---------- --------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Gregor, ................... 1999 302,500 150,000 -- 16,960 9,635(1)
Chief Executive Officer of 1998 280,000 145,000 -- (3) 13,701 8,624(4)
the Corporation and UNB 1997 260,000 130,000 -- 18,911 8,611(5)
Warren R. Gerleit, .................. 1999 172,000 51,600 -- 5,194 9,320(1)
Executive VP, Lending and 1998 165,300 50,000 -- (3) 4,490 8,624(4)
Branch Administration of UNB* 1997 155,300 46,500 -- 9,394 7,480(5)
Donald W. Malwitz, .................. 1999 161,200 24,000 -- 4,876 8,780(1)
VP & Treasurer of the 1998 155,000 46,500 -- (3) 4,256 8,374(4)
Corporation and Executive 1997 147,000 44,100 -- 7,911 5,104(5)
VP & Chief Financial
Officer of UNB
Richard G. Tappen ................... 1999 145,000 43,500 -- 4,346 8,142(1)
Executive VP, Real Estate 1998 138,000 41,400 40,950(2)(3) 3,149 2,894(4)
Group of UNB 1997 135,000 -- -- -- 72(5)
Ralph L. Straw, Jr., ................ 1999 143,500 43,000 -- 4,346 7,895(1)
VP, General Counsel, & 1998 138,000 41,400 -- (3) 3,790 7,524(4)
Secretary of the Corporation 1997 130,000 39,000 -- 4,450 7,194(5)
and Executive VP, Cashier
and General Counsel of UNB
</TABLE>
- -------------------
*Effective January 1, 2000, Mr. Gerleit was named President and Chief Operating
Officer of UNB and was appointed to the Board of Directors of UNB.
(1) The amounts shown represent UNB's 1999 contribution on behalf of the
executive to the 401(k) Plan (Mr. Gregor -- $8,915; Mr. Gerleit -- $8,600;
Mr. Malwitz -- $8,060; Mr. Tappen -- $7,422; and Mr. Straw -- $7,175) and
term life insurance premiums paid for the executive by UNB
(Mr. Gregor -- $720; Mr. Gerleit -- $720; Mr. Malwitz -- $720;
Mr. Tappen -- $720; and Mr. Straw -- $720).
(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, 1999, Mr. Tappen held 1,800 shares of restricted stock
with a value of $40,950. No other named officers held restricted stock as of
December 31, 1999.
(4) 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. Tappen -- $2,383; and Mr. Straw -- $6,900) and
term life insurance premiums paid for the executive by UNB
(Mr. Gregor -- $624; Mr. Gerleit -- $624; Mr. Malwitz -- $624; Mr.
Tappen -- $511; and Mr. Straw -- $624).
(5) 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; and Mr. Tappen -- $-0-; and Mr. Straw -- $6,500 and
term life insurance premiums paid for the executive by UNB
(Mr. Gregor -- $694; Mr. Gerleit -- $694; Mr. Malwitz -- $694;
Mr. Tappen -- $72; and Mr. Straw -- $694).
8
<PAGE>
OPTION GRANTS IN 1999
The following table shows the options granted to Named Officers in 1999, and
their potential value at the end of the option term, assuming certain levels of
appreciation of the Corporation's Common Stock. The Corporation has not awarded
any stock appreciation rights (SARs) to its executive officers.
OPTION/SAR GRANTS IN LAST FISCAL YEAR (1)
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
----------------------------------------- POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATES OF
NUMBER OF TOTAL STOCK PRICE APPRECIATION
SECURITIES OPTIONS/SARS FOR OPTION TERM (2)
UNDERLYING GRANTED TO EXERCISE OR ------------------------------
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5%($) 10%($)
---- ----------- ----------- ------ ---- ----- ------
<S> <C> <C> <C> <C> <C> <C>
Thomas C. Gregor................ 16,960(3) 25% 21.580 3/16/09 230,173 583,305
Warren R. Gerleit............... 5,194(3) 8% 21.580 3/16/09 70,491 178,637
Donald W. Malwitz............... 4,876(3) 7% 21.580 3/16/09 66,175 167,700
Richard G. Tappen............... 4,346(3) 6% 21.580 3/16/09 58,982 149,472
Ralph L. Straw, Jr.............. 4,346(3) 6% 21.580 3/16/09 58,982 149,472
</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 March 16, 2001, 25%
on March 16, 2002 and 25% on March 16, 2003.
AGGREGATED OPTION EXERCISES IN 1999 AND YEAR-END OPTION VALUE
The following table shows options exercised during 1999, and the value of
unexercised options held at year-end 1999, 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
---- --------------- ------------ ------------------------- -------------------------
<S> <C> <C> <C> <C>
Thomas C. Gregor................ -- -- 78,159/45,685 739,351/89,067
Warren R. Gerleit............... -- -- 38,563/17,002 365,095/42,895
Donald W. Malwitz............... 7,579 137,676 22,478/15,446 199,967/37,533
Richard G. Tappen............... -- -- 0/7,495 0/0
Ralph L. Straw, Jr.............. -- -- 17,267/11,671 105,467/68,322
</TABLE>
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
9
<PAGE>
(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
1999, the limitation was increased to $170,000. Mr. Gerleit, Mr. Malwitz and
Mr. Straw were 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:
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
-------------------------------------
ASSUMING 4% ANNUAL ASSUMING NO
NAME SALARY INCREASES SALARY INCREASES
---- ---------------- ----------------
<S> <C> <C>
Thomas C. Gregor................................... $77,958 $63,033
Warren R. Gerleit.................................. 67,654 57,672
Donald W. Malwitz.................................. 91,845 85,401
Richard G. Tappen.................................. 69,557 50,420
Ralph L. Straw, Jr. ............................... 40,524 36,290
</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 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 seven participants, including Messrs.
Gregor, Gerleit, Malwitz, Tappen and Straw. The estimated pre-tax benefit
payable upon retirement at the executives benefit eligibility date is $209,911,
$76,145, $32,017, $154,535 and $63,094, for Messrs. Gregor, Gerleit, Malwitz,
Tappen 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
10
<PAGE>
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 1999 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 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 1999 pursuant to Section
16(a), the
11
<PAGE>
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, 1999.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of UNB's Compensation Committee during 1999 were Messrs. Blank
(Chairman), Buckley, Gregor, Kopicki and McGowan.
Among those who served on the Board of Directors during 1999 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, 1999. 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, are principals in law firms which performed legal services for UNB
during 1999 and will continue to perform services for UNB in 2000. During 1999,
Mr. McGowan's law firm was paid $4,706 by UNB and $66,708 directly by customers
of UNB for the law firm's representation of UNB regarding loan transactions with
such customers. During 1999, Mr. Kelleher's law firm was paid $28,950 by UNB and
$40,423 directly by customers of UNB for the law firm's representation of UNB
regarding loan transactions with such customers.
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 1999, 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 senior officers. The Board of Directors or, in the
case of officers under the rank of Vice President, UNB management, sets
specific, measurable goals to be attained by both UNB and the individual
officer. At year end, the performance of both UNB and the officer are measured
and bonuses are determined using a matrix under which the performance of UNB and
the officer each contribute to the bonus available for such officer. Specified
levels of performance must be met by both UNB and the officer 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 1999, the Corporation undertook
to match 50% of each employee's contribution (up to the 5% compensation cap) and
to match an
12
<PAGE>
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 1999.
During 1999, 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 1999 was set by the Board of UNB
based upon his performance in executing his responsibilities in those positions
in 1998 and the performance anticipated from him in 1999 and future years. In
addition, the Board considered national executive compensation statistics for
organizations of similar size. The Board also considered the objectives set by
the Board for UNB for 1998, 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 1999 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 1998 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.
Specifically included in the financial measures referred to above and
considered by the Compensation Committee were return on equity ('ROE'), net
interest margin ('NIM') and the efficiency ratio. In considering ROE the
Compensation Committee took into account the fact that 1999 ROE was negatively
impacted by one-time charges for the Raritan merger and certain other corporate
initiatives. Without taking these one-time charges into account ROE for 1999
would have been 17.30 as compared to 14.38 and 13.92 for 1997 and 1998,
respectively. ROE for the years 1997, 1998 and 1999 after such one-time charges,
was 13.37, 12.83 and 8.43 respectively. The Corporation's peer group comparative
ratios were 15.00, 14.24 and 14.59. NIM for 1997, 1998 and 1999 for the
Corporation was 4.56, 4.19 and 4.17. Comparatively, the Corporation's peer group
numbers were 4.38, 4.21 and 4.10. The Corporation's efficiency ratio in 1997,
1998, and 1999, respectively, was 58.77%, 62.46% and 56.07%. For the peer group
the ratios were 55.49%, 56.98%, and 57.66%, respectively. The historical
comparisons for the above ratios have been adjusted to reflect the 'Raritan'
acquisition as of March 31, 1999. In evaluating these financial measures, the
Committee also considered the impact of corporate initiatives including mergers
and de novo branch openings for which the foregoing numbers have not been
adjusted.
With respect to 1999 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 1998, the performance anticipated from the
officer in 1999 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 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
1999, were Messrs. Blank (Chairman), Cherry, Hance, Kopicki, Pond, Ross, Walker,
West and Wickard and Mesdames Marotta and McKiernan. Mr. Gregor was awarded
options to acquire 16,960 shares of Corporation Common Stock pursuant to this
plan in 1999, and other Named Officers were awarded a total of 18,762 options
under this plan in 1999.
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
13
<PAGE>
its 1999 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 2000 tax year.
THE BOARD OF DIRECTORS
<TABLE>
<S> <C> <C>
George W. Blank John R. Kopicki Arlyn D. Rus
Donald A. Buckley Antonia S. Marotta David R. Walker
C. Douglas Cherry John W. McGowan III Ronald E. West
Thomas C. Gregor Patricia A. McKiernan George J. Wickard
Charles E. Hance Charles N. Pond, Jr.
William T. Kelleher, Jr. Paul K. Ross
</TABLE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on a hypothetical
$100 investment made on December 31, 1994 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>
12/31/94 12/31/95 12/31/96 12/31/97 12/31/98 12/31/99
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
UNITED NATIONAL BANCORP................................ $100.00 $111.90 $129.80 $212.20 $205.80 $215.40
CRSP Index for NASDAQ Stock Market (US Co.)............ $100.00 $141.30 $173.90 $213.10 $300.20 $545.70
Keefe, Bruyette & Woods 50 Index....................... $100.00 $160.16 $226.56 $331.21 $358.63 $346.18
</TABLE>
14
<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 Corporation's notice of shareholders' meeting
for the proposal to be validly considered at a Corporation annual meeting.
Any Corporation shareholder that wishes to have a proposal included in
Corporation's notice of shareholders' meeting, proxy statement and proxy card
for its 2001 annual meeting must submit the proposal to the Corporation by the
applicable deadline. The deadline is December 19, 2000, subject to change as
noted below.
If the Corporation changes its 2001 annual meeting date to a date more than
30 days from the date of its 2000 annual meeting, then the deadline referred to
in the preceding paragraph will be changed to a reasonable time before
Corporation begins to print and mail its proxy materials. If Corporation changes
the date of its 2001 annual meeting in a manner which alters the deadline, the
Corporation 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 2000
KPMG LLP ('KPMG') served as the Corporation's independent public accountants
for the fiscal years ended December 31, 1999, 1998 and 1997. 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, 2000.
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
March 27, 2000
15
<PAGE>
Appendix 1
Proxy Card
[LOGO]
DIRECTIONS TO THE HEADQUARTERS
BUILDING FOR THE ANNUAL MEETING
APRIL 18, 2000
HOW TO GET HERE FROM ROUTE 22 WEST:
Take Route 22 West to the Bridgewater area. After passing the intersection with
Interstate 287, continue on Route 22 West for approximately 1.8 miles to the
exit for N. BRIDGE ST./GROVE ST./SOMERVILLE. Continue up to exit ramp, following
signs for Route 22 East. Once on Route 22 East, continue for 0.7 miles to United
National Bank's Headquarters Building (on right immediately past 1120 Corporate
Center).
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
Headquarters Building (on the right immediately past the 1120 Corporate Center).
FROM INTERSTATE 287 NORTH:
Take Interstate 287 North to Exit 14B(Route 22 West). Continue on Route 22 West
for 1.5 Miles to the exit for N. BRIDGE ST./GROVE ST./SOMERVILLE. Follow signs
on ramp for Route 22 East. Continue on Route 22 East for 0.7 miles to United
National's Headquarters Building on right (immediately past the 1120 Corporate
Center).
FROM INTERSTATE 287 SOUTH:
Take Interstate 287 South to Exit 17 Route 202/206 South (Princeton/Somerville).
Continue on Route 202/206 South past Bridgewater Municipal Complex and Commons
Mall, to the exit marked ROUTE 22 EAST/NEW YORK. Continue on Route 22 East for
1.5 miles to United National's Corporate Headquarters Building on right
(immediately past the 1120 Corporate Center).
DETACH PROXY
CARD HERE
(THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES LISTED IN
PROPOSAL "1")
<TABLE>
<S> <C> <C> <C>
1. To elect five (5) members to the FOR all nominees WITHHOLD AUTHORITY *EXCEPTIONS
Board of Directors of the listed below to vote for all nominees listed below
Corporation to terms expiring in the
year set forth in parentheses next
to their names.
</TABLE>
Nominees: WILLIAM T. KELLEHER, JR. (2003) ANTONIA S. MAROTTA (2003) CHARLES N.
POND, JR. (2003) ARLYN D. RUS (2003) ROLAND E. WEST (2003)
(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 descretion, 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 give
full title.
Date: __________________________, 2000
______________________________________
Signature
______________________________________
Signature
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
PLEASE DETACH HERE
YOU MUST DETACH THIS PORTION OF THE PROXY CARD
BEFORE RETURNING IT IN THE ENCLOSED ENVELOPE
<PAGE>
UNITED NATIONAL BANCORP
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR
THE ANNUAL MEETING OF SHAREHOLDERS
APRIL 18, 2000
The undersigned hereby appoints Joanne F. Herb, Charles E. Nunn and A.
Richard Abraharnian, 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 April 18, 2000 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 the Proposal.
THE PROXY IS REVOCABLE AND, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED. IF NO DIRECTIONS ARE GIVEN, 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
