-----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, FKwTrKCdBNGg4bJ/xPMriR9KKgYLwGLVNBtm+k0FjTjxvMkWSagauFLtKXYJOO3B 6PSk9dMWNhfHJNNMZpW5hQ== 0000950124-99-002125.txt : 19990330 0000950124-99-002125.hdr.sgml : 19990330 ACCESSION NUMBER: 0000950124-99-002125 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990329 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED BANCORP INC /MI/ CENTRAL INDEX KEY: 0000775345 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 382606280 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-16640 FILM NUMBER: 99575564 BUSINESS ADDRESS: STREET 1: 205 E CHICAGO BLVD CITY: TECUMSEH STATE: MI ZIP: 49286 BUSINESS PHONE: 5174238373 MAIL ADDRESS: STREET 1: 205 E CHICAGO BLVD STREET 2: P O BOX 248 CITY: TECUMSEH STATE: MI ZIP: 49286 10-K405 1 ANNUAL REPORT 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (Fee Required) FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 COMMISSION FILE #0-16640 UNITED BANCORP, INC. (Exact name of registrant as specified in its charter) MICHIGAN 38-2606280 (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 205 E. CHICAGO BOULEVARD, TECUMSEH, MI 49286 (Address of principal executive offices, including Zip code) Registrant's telephone number, including area code: (517) 423-8373 Securities registered pursuant to Section 12(b) of the Act: NONE Securities registered pursuant to Section 12(g) of the Act: COMMON STOCK, NO PAR VALUE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes /X/ No / / Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. /X/ As of March 1, 1999, the aggregate market value of the voting stock held by non-affiliates of the registrant was $59,580,000 (common stock, no par value.) As of March 1, 1999, there were outstanding 1,730,480 shares of registrant's common stock, no par value. Documents Incorporated By Reference: Portions of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held April 20, 1999 are incorporated by reference. Page 1 2
CROSS REFERENCE TABLE PAGE ITEM NO. DESCRIPTION NUMBERS - --------------------------------------------------------------------------------------------------------------------------- PART I 1. Business 3 I Selected Statistical Information 5 II Securities Portfolio 6 III Loan Portfolio 6 (A) Types of Loans 6 (B) Maturities and Sensitivities of Loans to Changes in Interest 7 (C) Risk Elements 7 (D) Other Interest Bearing Assets 7 IV Summary of Loan Loss Experience 8 (A) Changes in Allowance for Loan Losses 8 (B) Allocation of Allowance for Loan Losses 9 V Deposits 9 VI Return on Equity and Assets 9 VII Short-term Borrowings 9 2. Properties 10 3. Legal Proceedings 10 4. Submission of Matters to a Vote of Security Holders 10 PART II 5. Market for Registrant's Common Equity and Related Stockholder Matters 10 6. Selected Financial Data 11 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 11 7A. Quantitative and Qualitative Disclosures About Market Risk 12 8. Financial Statement and Supplementary Data 12 9. Changes in and disagreements with Accountants on Accounting and Financial Disclosure 12 PART III 10. Directors and Executive Officers of the Registrant 12 11. Executive Compensation 12 12. Security Ownership of Certain Beneficial Owners and Management 12 13. Certain Relationships and related Transactions 12 PART IV 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 13 Signatures 15 Exhibit Index 16
Page 2 3 PART I ITEM 1 - BUSINESS United Bancorp, Inc. (the "Company") was incorporated on May 31, 1985 as a business corporation under the Michigan Business Corporation Act, pursuant to the authorization and direction of the Directors of United Bank & Trust (the "Bank"). The Company is a bank holding company registered with the Board of Governors of the Federal Reserve System under the Bank Holding Company Act, with the Bank as its only wholly-owned subsidiary. The Bank was acquired by the Company effective January 1, 1986. The Company has corporate power to engage in such activities as permitted to business corporations under the Michigan Business Corporation Act, subject to the limitations of the Bank Holding Company Act and regulations of the Federal Reserve System. In general, the Bank Holding Company Act and regulations restrict the Company with respect to its own activities and activities of any subsidiaries to the business of banking or such other activities which are closely related to the business of banking. United Savings Bank opened in 1933 as a result of a merging of charters of Lilley State Bank and Tecumseh State Savings Bank. Since that time, the Bank has grown from a single office in Tecumseh to fifteen offices located in three counties in Southeast Michigan. The Bank changed its name to United Bank & Trust on January 1, 1992, at the time it acquired Thompson Savings Bank in Hudson, and remains the Company's sole subsidiary. The Bank offers a full range of services to individuals, corporations, fiduciaries and other institutions. Banking services include checking, NOW accounts, savings, time deposit accounts, money market deposit accounts, safe deposit facilities and money transfers. Lending operations provide real estate loans, secured and unsecured business and personal loans, consumer installment loans, credit card and check-credit loans, home equity loans, accounts receivable and inventory financing, equipment lease financing and construction financing. The Bank's Trust & Investment Group offers a wide variety of fiduciary services to individuals, corporations and governmental entities, including services as trustee for personal, corporate, pension, profit sharing and other employee benefit trusts. The department provides securities custody services as an agent, acts as the personal representative for estates and as a fiscal, paying and escrow agent for corporate customers and governmental entities. The Bank offers the sale of nondeposit investment products through licensed representatives in its banking offices. In addition, the Bank is a co-owner of Michigan Banker's Title Insurance Company of Mid-Michigan LLC, and derives income from the sale of title insurance to its loan customers. Banking services are delivered through a system of fifteen banking offices plus thirteen automated teller machines, in Lenawee, Washtenaw, and Monroe Counties, Michigan. The business base of the area is primarily agricultural and light manufacturing, with its manufacturing sector exhibiting moderate dependence on the automotive and refrigeration and air conditioning industries. The Bank maintains correspondent bank relationships with a small number of larger banks, which involve check clearing operations, securities safekeeping, transfer of funds, loan participation, and the purchase and sale of federal funds and other similar services. Page 3 4 Supervision and Regulation As a bank holding company within the meaning of the Bank Holding Company Act, the Company is required by said Act to file annual reports of its operations and such additional information as the Board of Governors may require and is subject, along with its subsidiaries, to examination by the Board of Governors. The Federal Reserve is the primary regulator of the Company. The Bank Holding Company Act requires every bank holding company to obtain prior approval of the Board of Governors before it may merge with or consolidate into another bank holding company, acquire substantially all the assets of any bank, or acquire ownership or control of any voting shares of any bank if after such acquisition it would own or control, directly or indirectly, more than 5% of the voting shares of such bank holding company or bank. The Board of Governors may not approve the acquisition by the Company of voting shares or substantially all the assets of any bank located in any state other than Michigan unless the laws of such other state specifically authorize such an acquisition. The Bank Holding Company Act also prohibits a bank holding company, with certain exceptions, from acquiring direct or indirect ownership or control of more than 5% of the voting shares of any company which is not a bank and from engaging in any business other than that of banking, managing and controlling banks or furnishing services to banks and their subsidiaries. However, holding companies may engage in, and may own shares of companies engaged in, certain businesses found by the Board of Governors to be so closely related to banking or the management or control of banks as to be a proper incident thereto. Under current regulations of the Board of Governors, a holding company and its nonbank subsidiaries are permitted, among other activities, to engage, subject to certain specified limitations, in such banking related business ventures as sales and consumer finance, equipment leasing, computer service bureau and software operations, data processing and services transmission, discount securities brokerage, mortgage banking and brokerage, sale and leaseback and other forms of real estate banking. The Bank Holding Company Act does not place territorial restrictions on the activities of nonbank subsidiaries of bank holding companies. In addition, federal legislation prohibits acquisition of "control" of a bank or bank holding company without prior notice to certain federal bank regulators. "Control" in certain cases may include the acquisition of as little as 10% of the outstanding shares of capital stock. Michigan's banking laws restrict the payment of cash dividends by a state bank by providing, subject to certain exceptions, that dividends may be paid only out of net profits then on hand after deducting therefrom its losses and bad debts and no dividends may be paid unless the bank will have a surplus amounting to not less than twenty percent (20%) of its capital after the payment of the dividend. United Bank & Trust is a Michigan banking corporation, and as such is subject to the regulation of, and supervision and regular examination by, the Michigan Financial Institutions Bureau ("FIB") and also the Federal Deposit Insurance Corporation ("FDIC"). The FIB is the primary regulator of the Bank. Deposit accounts of the Bank are insured by the FDIC. Requirements and restrictions under the laws of the United States and the State of Michigan include the requirement that banks maintain reserves against deposits, restrictions on the nature and amount of loans which may be made by a bank and the interest that may be charged thereon, restrictions on the payment of interest on certain deposits and restrictions relating to investments and other activities of a bank. Page 4 5 The Federal Reserve Board has established guidelines for risk-based capital by bank holding companies. These guidelines establish a risk adjusted ratio relating capital to risk-weighted assets and off-balance-sheet exposures. These capital guidelines primarily define the components of capital, categorize assets into different risk classes, and include certain off-balance-sheet items in the calculation of capital requirements. Tier I capital consists of shareholders' equity less intangible assets and unrealized gain or loss on securities available for sale, and Tier 2 capital consists of Tier 1 capital plus qualifying loan loss reserves. The capital ratios of the Company exceed the regulatory guidelines for well capitalized institutions, and in conjunction with regulatory ratings, have qualified the Bank for the lowest FDIC insurance rate available to insured financial institutions. Information in Note 18 on Page A-31 of the Company's Proxy provides additional information regarding the Company's capital ratios, and is incorporated herein by reference. Information regarding accounting standards adopted by the Company are discussed on Pages A-22 and A-23 of the Company's Proxy, and is incorporated herein by reference. Competition The banking business in the Bank's service area is highly competitive. In its market, the Bank competes with credit unions, savings associations, and various finance companies and loan production offices. This competition is in addition to a number of community banks and subsidiaries of large multi-state, multi-bank holding companies. The Company believes that the market perceives a competitive benefit to an independent, locally controlled commercial bank. Much of the Bank's competition comes from affiliates of organizations controlled from outside the area. Against these competitors, the Bank continues to expand its loan and deposit portfolios. Coupled with the fact that the Company offers the only locally-based trust department in Lenawee County, this local focus has provided a significant competitive advantage. Employees On December 31, 1998, the Bank employed 157 full-time and 33 part-time employees. This compares to 149 full time and 38 part time employees as of December 31, 1997. The Company has no full time employees. Its operation and business are carried out by officers and employees of the Bank, who are not compensated by the Company. I SELECTED STATISTICAL INFORMATION (A) DISTRIBUTION OF ASSETS, LIABILITIES AND SHAREHOLDERS' EQUITY; (B) INTEREST RATES AND INTEREST DIFFERENTIAL: The information required by these sections are contained on Pages A-3 and A-4 of the Company's Proxy Statement, and are incorporated herein by reference. Page 5 6 II SECURITIES PORTFOLIO The following table reflects the carrying values and yields of the Company's securities portfolio for 1998. Average yields are based on amortized costs and the average yield on tax exempt securities of states and political subdivisions is adjusted to a taxable equivalent basis, assuming a 34% marginal tax rate.
Carrying Values and Yields of Investments In thousands of dollars where applicable 0 - 1 1 - 5 5 - 10 Over 10 Available For Sale Year Years Years Years Total ---- ----- ----- ----- ----- U.S. Treasury and Government Agencies (1) $ 9,025 $ 34,459 $ 4,608 $ - $ 48,092 Weighted average yield 5.69% 6.52% 7.04% - 6.41% Other Securities (2) 2,324 7,388 664 - 10,376 Weighted average yield 7.55% 6.05% 6.18% - 6.40% ------------------------------------------------------------- Total Securities $ 11,349 $ 41,847 $ 5,272 $ - $ 58,468 Weighted average yield 6.07% 6.44% 6.93% - 6.41% Held to Maturity Tax Exempt Securities of States and Political Subdivisions $ 3,781 $ 19,160 $ 6,506 $ 5,879 $ 35,326 Weighted average yield 7.87% 7.91% 7.29% 8.33% 7.86% Other Securities (2) 1,093 500 - - 1,593 Weighted average yield 5.42% 6.17% 5.66% ------------------------------------------------------------- Total Securities $ 4,874 $ 19,660 $ 6,506 $ 5,879 $ 36,919 Weighted average yield 7.32% 7.87% 7.29% 8.33% 7.77%
(1) Reflects the scheduled amortization and an estimate of future prepayments based on past and current experience of amortizing U.S. agency securities. (2) Reflects the scheduled amortization and an estimate of future prepayments based on past and current experience of the issuer for various collateralized mortgage obligations. The Company's securities portfolio contains no concentrations by issuer greater than 10% of shareholders' equity. Additional information concerning the Company's securities portfolio is included on Page A-7 and in Note 4 on Pages A-24 and A-25 of the Company's Proxy Statement, and is incorporated herein by reference. III LOAN PORTFOLIO (A) TYPES OF LOANS The table below shows loans outstanding (net of unearned interest) at December 31. All loans are domestic and contain no concentrations by industry or customer. Balances are stated in thousands of dollars.
1998 1997 1996 1995 1994 ----- ----- ---- ---- ---- Personal $ 58,797 $ 70,308 $ 69,477 $ 57,418 $ 47,102 Business and commercial mortgages 82,521 74,080 65,823 56,946 56,765 Tax exempt 1,381 1,482 1,078 1,224 1,513 Residential mortgage (1) 104,903 104,800 94,255 97,000 101,329 Construction loans 22,647 14,588 11,220 5,239 4,050 ------------------------------------------------------------- Total loans (1) $270,249 $265,258 $241,853 $217,827 $210,759 =============================================================
(1) Includes loans held for sale Page 6 7 (B) MATURITIES AND SENSITIVITIES OF LOANS TO CHANGES IN INTEREST RATES The following table presents the maturity of total loans outstanding, other than residential mortgages and personal loans, as of December 31, 1998, according to scheduled repayments of principal. All figures are stated in thousands of dollars.
0 - 1 1 - 5 After 5 Year Years Years Total ---- ----- ----- ----- Business - fixed rate $ 6,359 $ 25,433 $ 10,676 $ 42,468 Business - variable rate 6,904 21,097 12,052 40,053 Tax exempt - fixed rate 8 232 908 1,148 Tax exempt - variable rate 233 - - 233 Construction loans -fixed rate 8,683 1,283 114 10,080 Construction loans -variable rate 12,567 - - 12,567 ---------------------------------------------------- Total fixed rate 15,050 26,948 11,698 53,696 Total variable rate 19,704 21,097 12,052 52,853 ---------------------------------------------------- Total Loans $ 34,754 $ 48,045 $ 23,750 $ 106,549 ======== ======== ======== =========
(C) RISK ELEMENTS Non-Accrual, Past Due and Restructured Loans The following shows the effect on interest revenue of nonperforming loans for the year ended December 31, in thousands of dollars:
1998 ---- Gross amount of interest that would have been recorded at original rate $ 33 Interest that was included in revenue 8 ------------ Net impact on interest revenue $ 25 ============
Additional information concerning nonperforming loans, the Bank's nonaccrual policy, and loan concentrations is provided on Page A-7, in Note 1 on Page A-21, Note 5 on Page A-25 and Note 6 on Page A-25 of the Company's Proxy Statement, and is incorporated herein by reference. At December 31, 1998, the Bank had two loans, other than those disclosed above, for a total of $205,000 which would cause management to have concerns as to the ability of the borrowers to comply with the present loan repayment terms. These loans were included on the Bank's "watch list" and were classified as impaired, however, payments are current. (D) OTHER INTEREST BEARING ASSETS As of December 31, 1998, there were no other interest bearing assets that would be required to be disclosed under Item III, Parts (C)(1) or (C)(2) of the Loan Portfolio listing if such assets were loans. Page 7 8 IV SUMMARY OF LOAN LOSS EXPERIENCE (A) CHANGES IN ALLOWANCE FOR LOAN LOSSES The Bank's allowance for loan losses was 1.04% of total loans at December 31, 1998 and 0.93% at December 31, 1997. The table below summarizes changes in the allowance for loan losses for the years 1994 through 1998, stated in thousands of dollars.
CHANGES IN ALLOWANCE FOR LOAN LOSSES 1998 1997 1996 1995 1994 ----- ----- ---- ---- ---- Balance at beginning of period $ 2,467 $ 2,320 $ 2,197 $ 2,127 $ 2,074 ------------------------------------------------------------- Charge-offs: Business loans 9 95 25 6 19 Residential mortgages - 7 - - 2 Personal loans 1,097 1,087 547 355 222 ------------------------------------------------------------- Total charge-offs 1,106 1,189 572 361 243 ------------------------------------------------------------- Recoveries: Business loans 29 8 5 4 12 Residential mortgages - - 9 - - Personal loans 161 73 53 66 35 ------------------------------------------------------------- Total recoveries 190 81 67 70 47 ------------------------------------------------------------- Net charge-offs 916 1,108 505 291 196 ------------------------------------------------------------- Additions charged to operations 1,248 1,255 628 361 249 ------------------------------------------------------------- Balance at end of period $ 2,799 $ 2,467 $ 2,320 $ 2,197 $ 2,127 ============================================================= Ratio of net charge-offs to average loans 0.35% 0.44% 0.22% 0.14% 0.09%
The allowance for loan losses is maintained at a level believed adequate by Management to absorb losses inherent in the loan portfolio. Management's determination of the adequacy of the allowance is based on an evaluation of the portfolio, past loan loss experience, current economic conditions, volume, amount and composition of the loan portfolio, and other factors. The provision charged to earnings was $1,248,000 in 1998, compared to $1,255,000 in 1997 and $628,000 in 1996. The allowance is based on the analysis of the loan portfolio and a four year historical average of net charge offs to average loans of 0.34% of the portfolio. Page 8 9 (B) ALLOCATION OF ALLOWANCE FOR LOAN LOSSES The following table presents the portion of the allowance for loan losses applicable to each loan category in thousands of dollars, and the percent of loans in each category to total loans, as of December 31.
ALLOCATION OF ALLOWANCE FOR LOAN LOSSES --------------------------------------- 1998 1997 1996 ---------------------- ------------------------ ------------------------ Amount Percent Amount Percent Amount Percent ---------------------- ------------------------ ------------------------ Business $ 864 30.5% $ 842 27.9% $ 1,012 27.2% Tax exempt - 0.5% - 0.6% - 0.5% Residential mortgage 36 38.8% 33 39.5% 27 39.0% Personal 762 21.8% 792 26.5% 362 28.7% Construction - 8.4% - 5.5% - 4.6% Unallocated 1,137 800 919 ------------ ------------ ------------ Total $ 2,799 100.0% $ 2,467 100.0% $ 2,320 100.0% ====================== ======================== ======================== 1995 1994 ---------------------- ------------------------ Amount Percent Amount Percent ---------------------- ------------------------ Business $ 1,056 26.1% $ 455 27.0% Tax exempt - 0.6% - 0.7% Residential mortgage 34 44.5% 57 48.1% Personal 230 26.4% 169 22.3% Construction - 2.4% - 1.9% Unallocated 877 1,446 ------------ ------------ Total $ 2,197 100.0% $ 2,127 100.0% ====================== ========================
The allocation method used takes into account specific allocations for identified credits and a four year historical loss average in determining the allocation for the balance of the portfolio. V DEPOSITS The information concerning average balances of deposits and the weighted-average rates paid thereon, is included on Page A-3 and maturities of time deposits is provided in Note 9 on Page A-27 of the Company's Proxy Statement, and is incorporated herein by reference. VI RETURN ON EQUITY AND ASSETS Various ratios required by this section and other ratios commonly used in analyzing bank holding company financial statements are included on Page A-2 of the Company's Proxy Statement, and is incorporated herein by reference. VII SHORT-TERM BORROWINGS The information required by this section is contained in Note 10 on Page A-27 of the Company's Proxy Statement, and is incorporated herein by reference. Page 9 10 ITEM 2 - PROPERTIES The executive offices of the Company are located at the main office of United Bank & Trust, 205 East Chicago Boulevard, Tecumseh, Michigan. The Bank owns and occupies the entire two-story building, which was built in 1980. The Bank operates a 12,000 square foot operations and training center in Tecumseh, and also operates three other banking offices in the Tecumseh area, two in the city of Adrian, one each in the cities of Hudson and Morenci, one each in the villages of Britton and Blissfield, and one each in Clinton, Rollin and Raisin Townships, all in Lenawee County. In addition, the Bank operates one office from leased space in Saline, Washtenaw County, Michigan, and owns and operates one office in Dundee, Monroe County, Michigan. The Bank owns all of the buildings except for the Saline office, and leases the land for one office in the city of Adrian. All offices except Saline offer drive-up facilities. ITEM 3 - LEGAL PROCEEDINGS The Company is not involved in any material legal proceedings. The Bank is involved in ordinary routine litigation incident to its business; however, no such proceedings are expected to result in any material adverse effect on the operations or earnings of the Bank. Neither the Bank nor the Company is involved in any proceedings to which any director, principal officer, affiliate thereof, or person who owns of record or beneficially more than five percent (5%) of the outstanding stock of either the Company or the Bank, or any associate of the foregoing, is a party or has a material interest adverse to the Company or the Bank. ITEM 4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS No matters were submitted to a vote of security holders during the fourth quarter of 1998. PART II ITEM 5 - MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS PRICE RANGE FOR COMMON STOCK The following table shows the high and low selling prices of common stock of the Company for each quarter of 1998 and 1997 as reported by Investment Management & Research, Inc. These prices do not reflect private trades not involving Investment Management & Research, Inc. The common stock of the Company is traded over the counter. The Company had 969 shareholders as of December 31, 1998. The prices and dividends per share have been adjusted to reflect the 1998 and 1997 stock dividends.
1998 1997 ---------------------------------- ------------------------------------- MARKET PRICE CASH MARKET PRICE CASH ---------------------- DIVIDENDS ------------------------- DIVIDENDS QUARTER HIGH LOW DECLARED HIGH LOW DECLARED ------- ---------------------------------- ------------------------------------- 1st $37.62 $35.24 $0.248 $31.74 $29.93 $0.218 2nd 42.00 37.62 0.260 33.33 31.74 0.229 3rd 44.00 42.00 0.280 35.24 33.33 0.247 4th 44.00 44.00 0.400 35.24 35.24 0.362
Page 10 11 ITEM 6 - SELECTED FINANCIAL DATA The following table presents five years of financial data for the Company, for the years ended December 31. (In thousands, except per share data).
FINANCIAL CONDITION 1998 1997 1996 1995 1994 ----- ----- ---- ---- ---- ASSETS Cash and demand balances in other banks $ 12,348 $ 10,406 $ 10,252 $ 10,017 $ 7,049 Federal funds sold - - 11,400 8,700 - Securities available for sale 58,468 42,488 44,990 45,420 41,900 Securities held to maturity 36,919 37,164 33,348 30,495 32,896 Net loans 267,450 262,791 239,533 215,630 208,632 Other assets 18,510 17,422 13,847 13,174 13,784 ------------------------------------------------------------- Total Assets $393,695 $370,271 $353,370 $323,436 $304,261 ============================================================= LIABILITIES AND SHAREHOLDERS' EQUITY Noninterest bearing deposits $ 42,468 $ 31,924 $ 30,335 $ 29,565 $ 26,712 Interest bearing certificates of deposit of $100,000 or more 31,108 38,714 42,060 34,439 24,016 Other interest bearing deposits 263,691 246,197 225,308 221,168 213,556 ------------------------------------------------------------- Total deposits 337,267 316,835 297,703 285,172 264,284 Short term borrowings 3,874 4,942 609 578 6,800 Other borrowings 10,900 10,000 20,000 6,000 6,000 Other liabilities 2,890 3,028 3,010 2,833 2,019 ------------------------------------------------------------- Total Liabilities 354,931 334,805 321,322 294,583 279,103 Shareholders' Equity 38,764 35,466 32,048 28,853 25,158 ------------------------------------------------------------- Total Liabilities and Shareholders' Equity $393,695 $370,271 $353,370 $323,436 $304,261 ============================================================= RESULTS OF OPERATIONS 1998 1997 1996 1995 1994 ----- ----- ---- ---- ---- Interest income $ 28,993 $ 27,705 $ 25,351 $ 23,492 $ 20,667 Interest expense 13,032 12,893 11,614 11,084 9,419 ------------------------------------------------------------- Net Interest Income 15,961 14,812 13,737 12,408 11,248 Provision for loan losses 1,248 1,255 628 361 249 Noninterest income 5,400 4,124 3,662 2,978 2,294 Noninterest expense 13,208 10,852 10,307 9,568 8,538 ------------------------------------------------------------- Income before Federal income tax 6,905 6,829 6,464 5,457 4,755 Federal income tax 1,803 1,816 1,713 1,422 1,171 ------------------------------------------------------------- Net Income $ 5,102 $ 5,013 $ 4,751 $ 4,035 $ 3,584 ============================================================= Basic and diluted earnings per share (1) $ 2.95 $ 2.90 $ 2.75 $ 2.34 $ 2.08
(1) Per share data is based on average shares outstanding plus average contingently issuable shares and has been adjusted to reflect the stock split in 1994 and stock dividends paid in 1998, 1997 and 1996. ITEM 7 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The information required by this section is contained on pages A-2 through A-14 of the Company's Proxy Statement, and is incorporated herein by reference. Page 11 12 ITEM 7A - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The information required by this section is contained on pages A-10 through A-12 of the Company's Proxy Statement, and is incorporated herein by reference. ITEM 8 - FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The information required by this section is contained on pages A-17 through A-33 of the Company's Proxy Statement, and is incorporated herein by reference. ITEM 9 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE The information required by this item is inapplicable, and therefore has been omitted. PART III Some information called for by the items within this part is contained in the Company's Proxy Statement for the Annual Meeting of Shareholders to be held April 20, 1999, and is incorporated herein by reference, as follows:
Pages in Proxy Statement --------- ITEM 10 - DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT 2-5 ITEM 11 - EXECUTIVE COMPENSATION 5-7 ITEM 12 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 9-10 ITEM 13 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 4-5
Information appearing on page 5 and in Note 14 on Page A-29 of the Company's Proxy Statement for the Annual Meeting of Shareholders to be held April 20, 1999, is incorporated herein by reference in response to this item. Page 12 13 PART IV ITEM 14 - EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K (a) The following documents are filed as a part of this report: 1. The following financial statements of the Company and its subsidiary, included in the Company's Proxy Statement are incorporated herein by reference:
Pages in Proxy Statement --------- Consolidated Balance Sheets - December 31, 1998 and 1997 A-17 Consolidated Statements of Income - Years Ended December 31, 1998, 1997 and 1996 A-18 Consolidated Statements of Cash Flows - Years Ended December 31, 1998, 1997 and 1996 A-19 Consolidated Statements of Changes in Shareholders' Equity - Years Ended December 31, 1998, 1997 and 1996 A-20 Notes to Consolidated Financial Statements A-21 Report of Crowe, Chizek and Company LLP, Certified Public Accountants, Dated January 22, 1999 A-16
2. Not applicable. All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. (b) No reports on Form 8-K were filed during the quarter ending December 31, 1998. (c) Listing of Exhibits (numbered as in Item 601 of Regulation S-K): Exhibit # 3(a) Restated Articles of Incorporation of United Bancorp, Inc., filed as Exhibit (4)(a) to registrant's registration statement on Form S-8 (File Number 333-03305) dated May 8, 1996, and incorporated herein by reference. 3(b) Bylaws of United Bancorp, Inc., filed as Exhibit (4)(b) to registrant's registration statement on Form S-8 (File Number 333-03305) dated May 8, 1996, and incorporated herein by reference. 4(a) Restated Articles of Incorporation of United Bancorp, Inc., filed as Exhibit (4)(a) to registrant's Page 13 14 registration statement on Form S-8 (File Number 333-03305) dated May 8, 1996, and incorporated herein by reference. 4(b) Bylaws of United Bancorp, Inc., filed as Exhibit (4)(b) to registrant's registration statement on Form S-8 (File Number 333-03305) dated May 8, 1996, and incorporated herein by reference. 4(c) United Bancorp, Inc. Director Retainer Stock Plan, filed as Appendix A to registrant's proxy statement dated March 25, 1996 (file number 0-16640) and incorporated herein by reference. 4(d) United Bancorp, Inc. Senior Management Bonus Deferral Stock Plan, filed as Appendix B to registrant's proxy statement dated March 25, 1996 (file number 0-16640) and incorporated herein by reference. 11 The information required by this section is incorporated by reference in Note 1 on Page A-22 of the Company's Proxy Statement. 13 Registrant's Annual Report to Shareholders for the fiscal year ended December 31, 1998 included in the Company's Proxy Statement (not deemed filed except for those portions which are specifically incorporated herein by reference). 21 Listing of Subsidiaries, filed herewith. 27 Financial Data Schedule, filed herewith. (d) All other schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, and therefore have been omitted. Page 14 15 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. United Bancorp, Inc. /S/ David S. Hickman March 10, 1999 --------------------------------- -------------- David S. Hickman, President and Date Chief Executive Officer, Director Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated, on March 10, 1999. /S/ John J. Wanke /S/ Dale L. Chadderdon - ---------------------------------------- ------------------------------------------------- John J. Wanke Dale L. Chadderdon, Senior Vice Executive Vice President, Director President, Secretary and Treasurer /S/ L. Donald Bush /S/ James C. Lawson - ---------------------------------------- ------------------------------------------------- L. Donald Bush, Director James C. Lawson, Director /S/ Joseph D. Butcko /S/ David E. Maxwell - ---------------------------------------- ------------------------------------------------- Joseph D. Butcko, Director David E. Maxwell, Director /S/ Patrick D. Farver /S/ Kathryn M. Mohr - ---------------------------------------- ------------------------------------------------- Patrick D. Farver, Director Kathryn M Mohr, Director /S/ John H. Foss /S/ Richard R. Niethammer - ---------------------------------------- ------------------------------------------------- John H. Foss, Director Richard R. Niethammer, Director /S/ Richard A. Gurdjian /S/ John R. Robertstad - ---------------------------------------- ------------------------------------------------- Richard A. Gurdjian, Director John R. Robertstad, Director /S/ Ann Hinsdale Knisel /S/ Jeffrey T. Robideau - ---------------------------------------- ------------------------------------------------- Ann Hinsdale Knisel, Director Jeffrey T. Robideau, Director /S/ Jeffrey A. Kuhman /S/ Richard Whelan - ---------------------------------------- ------------------------------------------------- Jeffrey A. Kuhman, Director Richard Whelan, Director
Page 15 16 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION PAGE NO. - ----------- ----------- ---------- Exhibit 21 Subsidiaries 17 Exhibit 27 Financial Data Schedule 18 Page 16 EX-21 2 SUBSIDIARIES 1 EXHIBIT 21 SUBSIDIARIES NAME JURISDICTION OF INCORPORATION - ---- ----------------------------- United Bank & Trust Michigan EX-27 3 FINANCIAL DATA SCHEDULE
9 1,000 YEAR DEC-31-1998 DEC-31-1998 12,348 0 0 0 58,468 36,919 37,999 270,249 2,799 393,695 337,267 3,874 2,890 10,900 0 0 19,837 18,927 393,695 23,432 5,052 509 28,993 12,343 13,032 15,961 1,248 54 13,208 6,905 5,102 0 0 5,102 2.95 2.95 4.72 821 194 136 205 2,467 1,106 190 2,799 1,662 0 1,137
-----END PRIVACY-ENHANCED MESSAGE-----