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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) FEBRUARY 9, 1998
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UNITED BANCORP, INC.
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(Exact name of registrant as specified in its charter)
OHIO 0-16540 34-1405357
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification #)
201 S. FOURTH STREET, MARTINS FERRY, OHIO 43935
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(Address of principal executive offices) (Zip Code)
(740) 633-0445
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On February 9, 1998 United Bancorp, Inc. entered into a Definitive
Agreement ("Agreement") with Southern Ohio Community Bancorporation, Inc.
("Southern") of Glouster Ohio. The Agreement incorporates the terms of the
letter of intent entered into January 12, 1998. Randall M. Greenwood, Vice
President and Chief Financial Officer stated upon completion of the merger,
each share of Southern common outstanding stock will be exchanged for 11 shares
of UBCP common shares in a tax-free exchange and for financial reporting
purposes will be accounted for under the pooling of interest method of
accounting. Based on a current market price of $26, the transaction is valued
at approximately $11.2 million.
James W. Everson stated "With the Agreement behind us we have initiated
the process to bring Southern into our family of banks and provide them with
our expanded base of financial services products for their marketing area."
Southern's operating subsidiary, The Glouster Community Bank, will retain its
identity as the third banking charter and has assets of approximately $52
million, loans of $32 million, and deposits of $48 million. Operating in the
Northern half of Athens County Ohio, The Glouster Community Bank, operates two
offices in Glouster, in addition to an office in Amesville and Nelsonville,
Ohio.
Pending regulatory and Southern's shareholder approval, the transaction is
expected to be completed during the third quarter of 1998.
United Bancorp, Inc. is headquartered in Martins Ferry, Ohio and is a
multi-bank holding company with total assets of $212 million and total
shareholder equity of approximately $21.9 million as of December 31, 1997.
Affiliates of UBCP include The Citizens Savings Bank with offices in
Bridgeport, Colerain, St. Clairsville and Martins Ferry, Ohio and The Citizens
State Bank with offices in Strasburg, Dellroy, Dover, Sherrodsille and New
Philadelphia, Ohio. The Company trades on The Nasdaq SmallCap Market tier of
the Nasdaq under the symbol UBCP, Cusip #90991109. In April of 1998 you can
reach us on the Internet at http://www.unitedbancorp.com.
ITEM 7. EXHIBITS
The following exhibit is being filed as part of this Form 8-K.
Merger Agreement between United Bancorporation, Inc. and Southern Ohio
Community Bancorporation, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
February 16, 1998 by: /s/ James W. Everson
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Date Chairman, President and CEO
United Bancorp, Inc.
(Registrant)
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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1 Merger Agreement