-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GSjctXWGbPXu326R16811F1veIjPl09lYfed45c9070Ui8egwHXUQkjVrcHZRqeZ jIthRhKjXeB2Rp+u3RLdng== 0000905718-02-000423.txt : 20021126 0000905718-02-000423.hdr.sgml : 20021126 20021126150722 ACCESSION NUMBER: 0000905718-02-000423 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021126 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED NATIONAL BANCORP CENTRAL INDEX KEY: 0000831959 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 222894827 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-61791 FILM NUMBER: 02840958 BUSINESS ADDRESS: STREET 1: 1130 ROUTE 22 EAST CITY: BRIDGEWATER STATE: NJ ZIP: 08807 BUSINESS PHONE: 9084292200 MAIL ADDRESS: STREET 1: 1130 ROUTE 22 EAST CITY: BRIDGEWATER STATE: NJ ZIP: 08807 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TRUST CO OF NEW JERSEY/NJ CENTRAL INDEX KEY: 0000901995 IRS NUMBER: 221337980 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 35 JOURNAL SQUARE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2014202500 SC 13D/A 1 sc13dam1unitedaug02.txt UNITEDSC13DAM1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE l3D Under the Securities Exchange Act of 1934 (Amendment No. 1)* UNITED NATIONAL BANCORP - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $1.25 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 910909100 - -------------------------------------------------------------------------------- (CUSIP Number) Alan J. Wilzig President and Chief Executive Officer The Trust Company of New Jersey 35 Journal Square Jersey City, NJ 07306 (201) 420-2500 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 21, 2002 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule l3G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Cusip No. 910909100 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): The Trust Company of New Jersey 22-1337980 - -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions): (a) Not (b) Applicable - -------------------------------------------------------------------------------- 3) SEC Use Only - -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions): WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): Not Applicable - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization: New Jersey - -------------------------------------------------------------------------------- Number of 7) Sole Voting Power: 1,161,025 -------------------------------------- Shares Beneficially 8) Shared Voting Power: 2,000 -------------------------------------- Owned by Each Reporting 9) Sole Dispositive Power: 1,161,025 -------------------------------------- Person With 10) Shared Dispositive Power: 2,000 -------------------------------------- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person: 1,163,025 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): Not Applicable - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11): 6.0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions): BK - -------------------------------------------------------------------------------- Item 1. Security and Issuer. ------------------- The class of equity securities to which this Schedule 13D relates is the common stock, $1.25 par value (the "Common Stock"), of United National Bancorp, a New Jersey corporation (the "Company"). The principal executive offices of the Company are located at 1130 Route 22 East, Bridgewater, New Jersey 08807-00. Item 2. Identity and Background. ----------------------- This statement is filed on behalf of The Trust Company of New Jersey ("Trust Company"), with its principal offices located at 35 Journal Square, Jersey City, New Jersey 07306. Trust Company is a state-chartered full-service commercial bank. During the past five years, neither Trust Company nor its directors and executive officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), and neither Trust Company nor its directors and executive officers have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding Trust Company or its directors and officers were or are now subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration. ------------------------------------------------- All funds used by Trust Company to purchase Company Common Stock, as described in Item 5 and Exhibit A attached hereto, were derived from working capital. Item 4. Purpose of Transaction. ---------------------- This Schedule 13D Amendment No. 1 is being filed as a result of the change in the outstanding number of shares of the Company that occurred as a result of the merger of the Company and Vista Bancorp on August 21, 2002, and reflects a greater than one percent change in the percent of securities held by Trust Company since the Trust Company's original Schedule 13D filing on July 25, 2001. After the merger, there were a total of 19,263,725 shares, excluding treasury shares, of the Company Common Stock outstanding. The change in the outstanding number of shares of the Company and certain transactions in the Company Common Stock effected by Trust Company, as described in Item 5 and Exhibit A attached hereto, resulted in a decrease in the percent of the Company Common Stock held by Trust Company. Trust Company elected to convert its filing on Schedule 13G, filed with the Securities and Exchange Commission (the "SEC") on February 15, 2001, into a filing on Schedule 13D, filed with the SEC on July 25, 2001, to reflect its decision on July 19, 2001 to enter into discussions with management and/or third parties that may relate to or result in, among other things, the acquisition by Trust Company of additional securities of the Company, a change in the Company's management, control, capitalization, the sale or transfer of a material amount of the Company's assets, a merger (including a merger in which the Company may be the survivor), reorganization or similar transaction involving the Company. At the time of filing of this Schedule 13D Amendment No. 1, Trust Company has not developed specific plans or proposals with respect to any of the foregoing but may do so in the future. Item 5. Interest in Securities of the Issuer. ------------------------------------ As of November 21, 2002, Trust Company beneficially owns 1,163,025 shares of Company Common Stock, which represents approximately 6.0% of the Company Common Stock outstanding, based on 19,263,725 shares of Company Common Stock outstanding as reported to Trust Company by the Company during the last week of September 2002. Of the 1,163,025 shares of Company Common Stock, Trust Company has sole voting and dispositive power over 1,161,025 shares and shared voting and dispositive power over 2,000 shares. During the past 60 days, Trust Company effected the transactions in the Company Common Stock listed on Exhibit A attached hereto. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. ---------------------------------------------------------------------- Not applicable. Item 7. Material to be Filed as Exhibits. -------------------------------- Not applicable. [signature page follows] Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 26, 2002 THE TRUST COMPANY OF NEW JERSEY By:/s/ Raymond P. Catlaw ------------------------------------- Name: Raymond P. Catlaw Title: Executive Vice President Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001). Exhibit A During the past 60 days, Trust Company effected the following transactions in the Company Common Stock, all of which were effected on the public market: Amount of Price Per Type of Transaction Date Securities Share Transaction - ---------------- ---------- --------- ----------- 9/25/2002 1,000 $20.60 Purchase 9/25/2002 2,000 $20.6125 Purchase 9/26/2002 1,000 $20.81 Purchase 9/27/2002 1,500 $20.8225 Purchase 9/30/2002 1,500 $20.7625 Purchase 10/2/2002 5,400 $20.8375 Sale 10/4/2002 1,000 $20.6875 Sale 10/11/2002 1,600 $20.6375 Sale 10/14/2002 5,500 $20.6375 Sale 10/15/2002 2,000 $21.00 Sale 10/15/2002 12,700 $20.8882 Sale 10/16/2002 9,000 $20.9175 Sale 10/17/2002 2,700 $20.70 Sale 10/18/2002 4,200 $20.7375 Sale 10/24/2002 15,800 $20.7875 Sale 10/25/2002 3,296 $21.20 Sale 10/25/2002 11,200 $21.9375 Sale 10/28/2002 200 $21.20 Sale 10/29/2002 1,504 $21.20 Sale 10/29/2002 2,000 $20.9875 Sale 10/30/2002 4,600 $21.0375 Sale 10/31/2002 1,600 $21.1875 Sale 10/31/2002 3,000 $21.20 Sale 11/1/2002 5,000 $21.20 Sale 11/1/2002 18,400 $21.3189 Sale 11/1/2002 1,400 $21.2446 Sale 11/4/2002 3,200 $22.2875 Sale 11/5/2002 3,200 $21.9375 Sale 11/6/2002 3,700 $22.0804 Sale 11/8/2002 1,060 N/A Shares distributed to beneficiaries upon termination of trust 11/13/2002 600 $21.2575 Sale 11/14/2002 2,195 $21.64 Sale 11/14/2002 7,300 $21.4875 Sale 11/15/2002 805 $21.64 Sale 11/15/2002 500 $21.6775 Sale 11/20/2002 3,000 $21.60 Sale 11/20/2002 25,000 $21.6995 Sale 11/21/2002 20,000 $22.05 Sale 11/21/2002 7,000 $22.0375 Sale -----END PRIVACY-ENHANCED MESSAGE-----